A/N: Hello everyone! This is an idea that I've been thinking about for quite some time. I really wanted to get it up before Captain America: Civil Way is released next week. The reason being that when I first thought about this concept and the ideas for my other stories, I pictured Andrew Garfield's version of Peter Parker. So this story has spoilers for The Amazing Spider-Man 2 and Agents of Shield. It has five parts and I'm planning on uploading a chapter a day. I do not own anything, including the music lyrics used in each chapter. Enjoy and let me know what you think!

"I'm covering my ears like a kid

When your words mean nothing, I go la la la

I'm turning up the volume when you speak

'Cause if my heart can't stop it,

I find a way to block it"

- Naughty Boy feat. Sam Smith

Denial: Hours After

Steve paced the length of the hallway. Back and forth. Back and forth. His mind was reeling from the night's events. What had started out as an unremarkable evening had swiftly turned into one they would never be able to forget. Gwen was dead. It was a fact that Steve was struggling to wrap his head around, even after seeing Peter cradle her limp form. He knew that she was gone but there were so many unanswered questions. What had she been doing there in the first place? Peter never would have let her anywhere near a fight if he could help it. There were so many unanswered questions and only three people who could clarify them. The problem was that all three of them were gone in one way or another.

Currently, various members of SHIELD were scattered across the city picking up the pieces from the battle between Spider-Man and Electro. When he last checked, Coulson was handling the press. Tony was helping SHIELD comb through any and all footage of the fight at the power plant. Since Peter had taken his mask off, they needed to be sure that all footage was destroyed to protect his identity. Bruce was assisting Dr. Cho with her examination of Peter. Although he had discovered a way to use his web-shooters against Electro, Peter hadn't walked away from the fight without taking a few hits. And as Dr. Cho pointed out, there was a good chance that the electricity had damaged Peter's heart. Steve didn't disagree with the doctor, but he knew that the damage done to Peter's heart wasn't just from Electro. The sound of dress shoes on the linoleum halted Steve's pacing.

Steve turned to see Coulson striding towards him. His suit was immaculate, as always, but Steve could see that Coulson was just as sad as the rest of them. His eyes were dull and full of grief. The agent opened his mouth and then closed it without asking the question that was on the tip of his tongue. There was no point in asking how Peter was coping. They both knew he was bad off. Physically speaking, he would be fine. Nothing a little bed rest couldn't fix. His mental and emotional state was a completely different story. And for a moment, both men stood side-by-side and stared at the door at the end of the hallway. Peter was behind that door. Steve told himself that he was waiting for Dr. Cho to be done with her examination. But that was a lie. He didn't know what to say to Peter. He wasn't sure how to handle the situation. Instead, he turned on his heel and started pacing again. Coulson kept pace with him.

When they were on the opposite end of the hallway, Steve stopped. "Mrs. Stacy?" he asked in a low tone.

"I just spoke with Clint. The police are escorting her down to the coroner's office." Clint was currently keeping an eye on the Stacy family. After Harry had disappeared, Steve didn't want to risk him showing up at either Peter or Gwen's home. So Natasha was watching May Parker from a distance while Clint was with Gwen's family. Steve let Phil's words hang in the air. For what seemed like the thousandth time that day, he was at a loss for words. Of course, they would have to go through the motions. Mrs. Stacy would have to identify Gwen's body at the county morgue.

"How much did they tell her?"

"As much as they knew," Phil sighed and rubbed his weary eyes. "They asked an officer for help before Peter went to the power plant. As far as NYPD knows, she was helping Spider-Man and then rushed off after he webbed her to a car. A couple of the local news choppers got footage of her running Max over with the same car."

"Did they record," Steve swallowed hard. "Everything?"

"No," Phil shook his head. "They lost visibility when Harry dropped her and the fighting moved inside. As far as Mrs. Stacy knows, Gwen was trying to help and got caught in the crossfire."

"Isn't that what we all know?" Steve questioned.

"Do we even know what happened? Do we have the whole story?"

Sighing deeply, Steve turned to sink into a chair. Everyone had a job to do. His job as captain was to debrief the team and look out for everyone. It was a responsibility that he deeply dreaded at the moment. "I haven't been in to see him yet. From what I could make out, he was trying to catch her and something went wrong. He was hysterical when we got there. Did you get a look at the coroner's report?"

"Yes, but it isn't finalized yet. The preliminary report indicates that she died from a broken neck."

"So he couldn't get to her in time or he did but caught her wrong?" Steve thought aloud. "By the way he's blaming himself; I'm willing to bet it's the second." Phil didn't seem to have response to that. "What do you know from the video footage?"

Phil took up residence in the chair next to Steve. "From what we gathered from the news station and security cameras at the power plant, Peter and Max fought for a few minutes before she showed up. A majority of the cameras lost power or were destroyed during the fight. There is no audio so we don't know what was said between the two of them. From what tech can make out, Max had Peter in a tight spot when Gwen showed up. She ran him over with the car she was driving. When she got out, she and Peter started arguing about something."

"He was probably telling her to leave." Steve speculated.

"Probably," Phil agreed. "After that, the security camera inside the power plant shows her resetting the system. That is how Max was defeated. They used the electricity against him and basically overcharged him."

"Smart thinking," Steve said, softly. "I'm sure he didn't see that coming. I wish we could have found a way to help him though."

"I do too. But whatever they did to him at Oscorp pushed him over the edge. He was beyond saving at that point." Steve didn't have the energy to argue that topic.

"What happened next?"

"Someone, or something, showed up on a glider. They got into an argument. The last piece of footage we have is of him grabbing Gwen. After that, they moved out of the frame. But you all found them inside the clock tower. So we know that the fight moved there at some point."

"It was Harry on the glider." Until that point, Steve and Phil had been staring straight ahead while conversing. At Steve's comment, Phil whipped around to face The Super Soldier.

"Osborn?" Steve nodded. "How do you know? Did Peter tell you that?" Again, Steve nodded. "What else did he tell you?"

When Bucky fell in WWII, Steve had been certain that he would never forget a single detail of that moment. He would never be able to forget how bitter the wind had been. He would forever remember the desperation in his best friend's voice and eyes. Bucky's fall played over and over in his mind, sometimes on an endless loop if he let it. Steve was now positive that he would never forget the image of Peter crying over Gwen's body.

When he, Clint, and Natasha had arrived on the scene, the first thing that Steve took in was the lack of action. There were no bursts of electricity. Peter wasn't in a million places at once. The base of the clock tower felt like a battle ground but didn't sound or look like one. When they received Peter's distress signal, the plan had been to head straight for the power plant. But when Tony had arrived first and told them no one was there, they started to explore. Before long, Tony found broken glass and a very broken Peter. His voice was flat over the comm system in the Quinjet. "Call medical. It's Gwen." He had said. And then the line went dead.

Tony's lack of elaboration urged Clint to fly faster. While he landed and called in for reinforcements, Steve and Natasha charged off, ready for a fight that had already ended. Neither one of them knew what Gwen was doing there but both were ready to do whatever was necessary to help her. They weren't prepared for what they found.

At first, Steve didn't understand what he was looking at. His brain told him that Tony was standing in the middle of the room. Was he crying? If he was crying, what could be horrible enough to make him do so? He heard Natasha stop a few paces behind him but still didn't understand. There was a heap of limbs and clothing on the floor, and it took Steve a moment to realize that the red and blue mixed with blonde and mint green were two people. Peter had managed to tangle their bodies so closely that Steve couldn't tell where Gwen began and Peter ended. And then Peter's voice reached his ears. He lost count of the times Peter said 'please'. In the years that Steve had fought alongside Peter, he had never heard the teen beg. And there had been plenty of times and situations where begging would have been appropriate. Hearing the desperation in his voice made Steve lose the grip he had on his shield.

Steve found it difficult to look away and at the same time impossible to watch. He turned his attention to Tony, who spoke before Steve could ask the question. "I don't know what happened but she's dead." Of course, she was dead. Steve could tell without checking for a pulse that she was gone.

Tony's voice snapped Peter out of his daze. His eyes locked onto Steve's. "You have to help her." He choked out. "You have to help me." Peter's words were a knife in the stomach. As much as he wanted to, he couldn't do anything to help Gwen. Moving to Peter's side, and knowing what he would find, Steve pressed his fingers to the side of Gwen's neck. No pulse.

"Peter…" Steve started to speak but was cut off.

"It was Harry," he blurted out. This time the statement was directed at Tony. "He's up there. Don't let him get away." Tony took off to the top of the tower without a second thought. From there, Steve couldn't make sense of what Peter was trying to tell him. His voice rattled with grief. His mouth couldn't seem to work with his brain. It was almost as if his brain was trying to make him say things his heart wasn't ready to hear.

Steve felt Natasha fall into place beside him. "Peter," she said in a low voice. "Slow down." She gently removed his hands from Gwen's hair. Peter looked up for the first time. His face was drenched with tears. His chin quivered as more emotion wrecked his face. Breathing in deeply, he choked on a sob and started to cough and cry harder. Feeling that Peter needed to be physically grounded, Steve reached across Gwen's limp form and squeezed the back of Peter's neck.

"Take a deep breath, Pete. What happened? Are there any other hostiles in the area?" Peter struggled to draw air into his lungs. Fighting back a sob, he shook his head.

"I did this. I… I killed her." His voice was so heavy with emotion that the words blended together. He dropped his head to Gwen's once more and started to sob again. Natasha caught Steve's eye and could see that she was just as rattled as he was. From somewhere behind them, Clint shifted his weight.

"SHIELD is on the way. He needs to put his mask on before they show up. NYPD isn't far behind." He said in a low tone.

"No." For the first time since arriving on the scene, Peter didn't sound erratic. "I'm not putting it back on." Steve turned his attention back to Peter to see that he was now holding Gwen as if he needed to protect her from them.

"Peter," Clint tried to reason with him. Steve could see where Clint was coming from but didn't see how they could reason with Peter. Grief could make people do a lot of things that they normally wouldn't. There was a very good possibility Peter wasn't in control of his enhanced abilities, which meant that Steve would have to keep a close eye on him for his own safety (as well as the safety of everyone else).

"It doesn't matter!" He snapped. "Maybe it's time the world knew the truth about Spider-Man."

"You don't mean that," Natasha pointed out gently.

Peter opened his mouth to snap back at her when Steve cut him off. "You need to think about your aunt, Peter. You still have people to protect." This seemed to take the wind out of his sails. His shoulders slumped and he turned his attention back to Gwen. Tears continued to slip down his face.

Steve sensed that the police were there before he saw the flashing lights. Clint cursed under his breath. "SHIELD was supposed to get here first to run interference."

"Can you do it?" Steve asked. "Just until Phil gets here?"

"Yeah," Clint stowed his bow on his back. "Gwen will have to stay here." Steve could tell that Clint hated himself for saying that. No one liked the idea of leaving Gwen there but he was right. Taking her with them would be a red flag to NYPD. A local girl's dead body being taken by a covert branch of the government would raise many alarms. People would ask questions and wonder what part she played in the defeat of Electro. People would wonder if she had a connection to Spider-Man. If they were to protect Peter's identity, Gwen would have to stay behind.

"Peter, we need to move." He gave Peter the opportunity to make the decision to head toward the Quinjet. He saw the muscles in Peter's arms tense around Gwen. "Either put the mask on or get on the Quinjet."

"I can't put it back on," his voice was small. "But I can't leave her either." His eyes scanned the three of them.

"I'll stay with her, Pete." Clint sank to his knees on the other side of Steve. "I'll look out for her." He glanced over his shoulder at the flashing lights. "You need to go." This was directed at Steve. Typically, he would be the one to handle the press and police in Phil Coulson's absence. But they had a silent understanding. When Peter signed on as a consultant to SHIELD, Phil and Tony dug up all the information they could on him. It was then that they discovered Peter's antics from the time Ben Parker had been murdered up until The Lizard incident. Grief clouded Peter's judgment. And if he were to lash out, Clint and Natasha wouldn't be able to keep him in check.

Steve heard voices. They were getting close. Clint quickly moved in the direction of the noise in an attempt to stall them. Steve really hoped that Peter wouldn't force his hand. And luckily after a moment, Peter was able to shake himself out of his daze. He place one last kiss on Gwen's cool forehead and gently rested her back on the ground. Taking one final moment to adjust her mint green coat, he stood and drew in a shaky breath. From this angle Steve could see her neck didn't seem as stable as it should. Her head lolled just a little bit more than it should. Her neck was broken. But even in death, Gwen was gorgeous. Aside from the thin line of blood that trailed from her nose and the angle of her neck, she could have been resting. Her hair lined her head like a halo. She looked like a fallen angel.

Natasha was the first to move back to the Quinjet. Steve waited for Peter to follow before bringing up the rear. He expected Peter to resist some and the teen didn't disappoint. Half way to the Quinjet, he hesitated. But before he could turn and go back to Gwen, Steve threw an arm across his shoulders and drew him close. He could tell that Peter wanted to pull away but didn't give him the option. Hooking his shield onto his back, he kept his left arm tight around Peter and his right arm free in case he decided to fight back. Luckily, he didn't. At Steve's touch, the resistance faded from Peter's muscles and he let himself be led away from the scene. The pair was almost to the jet when Tony joined them. Giving Peter a slight nudge up the ramp, he turned to see Tony lifting the faceplate to speak.

"He's not there." Tony spoke in a low volume. "I can see where the fight happened and JARVIS has mapped out the building. But Osborn is gone."

"He could be anywhere," Steve sighed and rubbed the back of his head. "He could be doing anything."

"I could take a look around the area. He couldn't have gone too far." Tony suggested.

"Yeah, that's a good idea." Steve agreed. "Scan the area and see if you come up with anything. We'll go from there. We have to get him out of here before PD gets past Clint."

"Sounds like a plan," the faceplate dropped back into place.

"If you find him, bring him in. Let me know if you need back-up." Steve ordered and turned to walk up the ramp.

"Let me know if you need help with him." Tony nodded in Peter's direction. The two shared a look of understanding before going their separate ways.

They flew to SHIELD headquarters in silence. Steve couldn't decide what was worse: listening to Peter plead with Gwen or the deafening silence that followed. His eyes were distant and Steve knew it was no use trying to talk to him then. He might have been physically present but that was the extent of it.

"Dr. Cho was waiting for us when we showed up." Steve brought himself back to the present. "Tony didn't find anything. We have no idea where Harry is. He's working with the tech department to scrub any footage of Peter. I think he has JARVIS searching the local traffic cameras for anything on Harry."

"I find it hard to believe that no one saw him flying around," Phil agreed.

"It's just going to be a matter of finding the footage and going through it." Steve nodded.

"We might get lucky. He would have drawn a lot of attention." After a moment, Phil admitted. "If Oscorp picked him up, I'm not sure there is much we can do."

Steve made to argue that point when the door to Peter's room opened. Dr. Cho and Bruce made a beeline to them. Both men stood up in greeting.

"How's he doing?" Steve asked.

"He is stable. I don't see any permanent damage but I'd like to run a few more tests to be sure." Dr. Cho said.

"You don't need our approval," Phil reminded her. Dread filled Steve's stomach when she hesitated to respond.

"He wants to speak with you."

"We're not in any rush," Steve assured her. "It can wait until you're done."

"What she means to say is he won't let her do anything else until he talks to you." Bruce spoke up. "He's pretty adamant about it."

"Okay," Steve placed his shield over his shoulders and made to walk to the room when Bruce interrupted.

"He's asking for you too Phil." Phil's brow creased at this comment but he followed Steve nonetheless.

Steve led the way and entered the exam room first. There were no windows in the room, not even on the door. In addition, cameras were not placed along the hallway leading up to the room or in the room itself. Every possible precaution was taken to ensure Peter's identity remained a secret. The Super Soldier opened the door to find Peter perched on the bed. With his elbows resting on his knees, he looked up from his hands when the pair entered. At some point, he had changed from his Spider-Man get-up to a loose hospital gown. He looked slightly more composed than the last time Steve had seen him. While his eyes were still red and raw looking, he had stopped crying and shaking.

"Hey, Pete," Steve broke the silence. Phil closed the door behind him and nodded in greeting. For a second, no one knew what to say and then Peter and Phil spoke at the same time.

"Dr. Cho was saying…"

"Is TAHITI an option?"

Whatever weariness Phil had been feeling before that moment quickly evaporated. His expression turned stony and Steve felt the man tense up beside him. Few people knew what Project TAHITI was and even fewer talked about it. Following Phil Coulson's return from the grave, it was understood that the man did not support Fury's decision to resurrect him. As far as Steve knew, Clint and Natasha were the only ones on the team who knew the extent to which Phil had suffered. And the last he had heard, Phil had done everything in his power to shut down the project and make sure it was never used again. Whether he had meant to or not, Peter had hit a nerve. Steve could see that Peter didn't mean any harm by the statement but there was determination in his eyes. He wasn't going to let this go.

"No, it isn't an option." Phil's tone left no room for argument. Peter argued anyway.

"Why?" He fixed Phil with a look that made Steve's stomach roll.

"A number of reasons," Phil was quick to respond. "One, TAHITI is no longer active and hasn't been for years. Two, even if we could activate it again, it would take hours for everyone to get here. Three, I won't make that call. TAHITI is done. It was a project that never should have been in place."

"Last time I checked you didn't call the shots around here," Peter's temper flared. "I thought Fury was director. It's his call."

"You're right. It is his call. But he agrees with me. We have an understanding."

"You have an understanding?" Peter said slowly, as if he was trying to comprehend what was being said. Steve didn't need to possess a sixth sense to know that Peter was looking for a fight. Based on the way Coulson was handling the situation, the older man could also see that.

His tone softened marginally, "Peter, I know that you must feel…"

"You have no idea how I feel." His low tone cut Phil off mid-sentence. "I just killed Gwen. And you have a way to fix everything but you don't feel like sharing the secret."

"It wouldn't be right, Peter. You wouldn't want to put her through that." Phil argued.

"I sure as hell don't want her to be dead." He snapped back. "I have a responsibility to her! I failed her, Phil. Why won't you help me?" Steve could see Peter visibly fight with his grief and anger.

"If I thought it was the right thing to do, I would activate Project TAHITI. But I know that's not the answer."

"How can you say that?" Peter gasped with disbelief. With shaking hands, he pulled at his hair and looked to the ceiling, as if asking some high power for patience.

"Because I'm not the same person anymore," Phil confessed. "For a long time, I hated Fury for doing that to me. It's not natural. I changed. I can't tell you how much it hurt. I begged for the doctor to kill me every second of the procedure. It's not something that I would put my worst enemy through and I sure as hell won't let Gwen endure it. It's not an option, Peter." Phil's confession threw both Steve and Peter for a loop. Neither one had heard Phil speak so openly about what happened during Project TAHITI. It was clear to Steve that Phil's description of the process conflicted with Peter's thought process. Both men knew that Peter would have done anything to spare Gwen any form of pain (even though he was the cause a good bit of the time). Slowly, Peter's resolve crumbled and he sat on the edge of the bed again.

With his head in his hands again, Peter took a moment to gather himself. He looked so vulnerable in that moment. One arm slowly dropped to his chest and curled into his stomach like he was doing everything to hold himself together. Steve could tell that Peter had been banking on Phil agreeing to his idea.

Steve took a moment to spare Phil a look. It was obvious that having the conversation with Peter had taken a toll on him. He sent the older man a nod of understanding, letting him know that he understood and supported his line of thinking. If Project TAHITI had been a viable option, Phil wouldn't have hesitated. Taking a deep breath, Steve steered the conversation in a different direction. He pulled the chair that was at Peter's bedside so that he was facing his youngest teammate. Sitting down, he waited until he thought Peter had composed himself before saying, "At some point, I need for you to fill us in on what happened tonight. Sooner would be better than later. Dr. Cho wants to run some more tests. Debriefing can wait until tomorrow." He used the word debriefing in an attempt to distance himself from the situation. He and Peter were teammates and friends but Steve also had a job to do. An innocent girl was dead. And while he was positive Peter was blaming himself more than what was necessary, Steve still needed to know the details of the night. Spider-Man had defeated Electro and then gone on to fight an unexpected adversary. SHIELD would need all of the intel Peter could provide if they had any hope of figuring out what Harry was capable of let alone what he had evolved into.

Peter didn't acknowledge Steve's words. Steve hadn't expected him to. Instead, he closed the distance and squeezed the back of Peter's neck. He could feel Peter shaking beneath his touch but couldn't tell if it was from nerves or trying to hold himself together. After a moment, he nodded and Steve took that as a sign that he was ready for Dr. Cho to come back and finish her exam. Pushing back from the chair, he and Phil moved to exit the room.

"I killed her, Steve. What else do you need to know?" Peter's words stopped the pair in their tracks. They turned to find Peter staring at them. Or through them. It was hard to tell. He stared straight ahead as he spoke, robotically. His voice was void of emotion. Every sentence came across as a statement. "She was moving to England. I got that call… that she was accepted to Oxford. She called on her way to the airport. But I had to stop her. She needed to know that I loved her and that we weren't on different paths." Now his eyes shifted between Phil and Steve. Neither one was willing to break the moment. They simply stood and listened. After a breath, Peter continued as if they weren't present. He rambled more to himself than to them. "I was going to go with her. We could have made it work. I was ready to give it all up to follow her to England. But then the power went out." He took another deep breath before rushing forward with the story. Speaking so fast that he was out of breath, he fought to get every thought out. "The power went out and then we… Gwen… figured out a way to magnetize my web-shooters. I could fight Max without being barbequed. And she wanted to come." He blinked and looked at Steve again.

Getting off of the bed, he approached the pair. His voice was desperate. His voice and body quaked. Steve was tempted to steady him but resisted the urge. Part of him wanted to stop Peter there. He wanted to tell him it was okay and that they would find a way to fix this whole situation. But that would be a false hope. There was no fixing this situation. Running his hands through his hair, he continued. "I told her no. She wanted to help. She knew the grid specifications and how to reset the system. But I said no and webbed her hand to a car. I thought that would be enough! I thought that would be enough to stop her. It wasn't enough. She showed up in the middle of everything. She was right in the middle."

Peter's account of the night's events twisted Steve's heart. He didn't need to look at Phil to know that he shared the sentiment. A blind man could have seen how much Peter meant to Gwen. She would have done anything, paid any price, to help Peter in a fight. This wasn't the first time she had risked her life to aid him. Not long after Peter had joined the team, they met Gwen and learned of her role in the Curt Connors debacle. It took a certain amount of courage and selflessness to stay behind and create an antidote when you know danger is headed straight for you. On top of that, it took even more courage (or stupidity depending on how you looked at it) to hit a giant lizard with a plastic trophy in an attempt to save your boyfriend. No one could ever accuse Gwen Stacy of being a coward. There was no doubt in Steve's mind that Gwen did what she thought she had to do in order to save both Peter and countless other's lives. And as much as Steve wished she had made it out alive, he had nothing but respect for her decision. Gwen reminded him of a certain lady he had once known and loved.

"Peter…" Phil attempted to stop Peter's ramble. He ignored the older man and plowed on, pacing back and forth.

"I couldn't have done it without her. I needed her to reset the system at just the right time. And she did great! She was perfect, Phil. I'm alive because she showed up. She saved me. He had me down for the count when she showed up." He stopped moving long enough to turn to them and throw his hands in the air. "And for a minute, everything was right. Max had been defeated and we were both fine. We even had time to make her flight." His hands dropped and his face grew stormy. "But then Harry showed up. I didn't even know that it was him at first. He looked so sick and deranged that I didn't recognize him. And he didn't know I was Spider-Man. He didn't know it was me until he saw Gwen there. He took her because I didn't help him."

"You couldn't help him," Steve gently pointed out. Peter lashed out at him.

"That doesn't matter! She's gone! What does it matter if I could or couldn't help him? That's not the way he saw it. He took her to even the score." Harry might have looked deranged at the power plant but Steve couldn't find a better word to describe Peter at that moment. His hair stuck up at odd angles. His eyes were bloodshot and whirled around the room as if he were looking for something to hit. Steve fought the urge to reach for his shield. He had no doubt that he could handle Peter if it came down to that but preferred not to put Phil in the middle of a fight between two people with enhanced strength.

Peter blinked and the anger that was directed at Harry morphed into self-loathing. "He took her and as hard as I tried… I couldn't get her back. I tried everything I could think of. I couldn't reason with him. And when he dropped her, I knew I didn't have a choice. It was us or him." He swallowed hard and his body jerked. For a moment, Steve thought he was going to collapse but Peter composed himself again. He must have known that his legs wouldn't hold for much longer because he leaned against the hospital bed. "We were at the top of the clock tower. Harry had this glider that he was flying on. And he dropped her. I knew he would use her as a diversion. But she was all I could focus on. I caught her." His eyes locked onto Steve's. "And then I lost track of everything. He had these bombs and I put her in a safe place. But it wasn't safe enough. The next thing I know, he had me pinned and I had a web around his neck. And the more the gear of the clock moved, the more it choked him. But you want to know the real kicker?" Neither one answered. It was a rhetorical question. "Every time that clock ticked and that gear moved, it got a little bit closer to the web that Gwen was attached to." He chuckled darkly and pinned them with a look. "I couldn't stop time."

Air drained from Steve's lungs. If he let himself, he could picture the entire event going down. He could see Peter doing everything in his power to stop the gear from cutting Gwen's life line. Steve knew what it felt like to watch a loved one fall. He understood what it was to wish with every fiber of his being that he was just that much quicker. Bucky had been inches from his grasp. A split second separated Gwen from Heaven and Earth. That was a hard pill to swallow. It was something that still plagued Steve's mind. He knew it was no use telling Peter that Gwen's death wasn't his fault. He knew that Peter wouldn't believe him. He hadn't believed Peggy when she told him that after Bucky's fall. But it needed to be said.

"It wasn't your fault, Peter." Peter didn't respond but Steve could see him put up a wall between the two of them. "Gwen loved you. She would have done anything to help you in a fight. She wanted to protect you just as much as you wanted to protect her." He shook his head and looked away from Steve, like he was trying to find something else in the room to listen to. "If you need to blame someone, blame Harry." This seemed to get his attention.

"Where is he?" His tone was flat but Steve could hear the danger hidden in that question. He was ready for revenge. "Is he in the containment block?"

Steve opened his mouth and then quickly shut it. He didn't know how to tell Peter that they didn't have him in custody. He didn't have to say anything further. Peter picked up on what Steve hadn't said. His eyed flashed from Steve to Phil. For a moment, his denial was replaced with disbelief.

"You have got to be kidding me." Phil made to explain but Peter plowed right over any explanation he would have given. "You gotta be fucking kidding me. He was right there! What do I have to do? Put a ribbon on him and hand deliver him to your front door?"

"We don't currently have him in custody, Peter. But we are looking." Phil raised his voice over Peter.

"It's been hours! If you haven't found him by now, he's gone." Peter sputtered before adding, "Or Oscorp picked him up."

"We have every available person searching traffic camera footage and searching for him. We're doing the best that we can."

Peter's face turned stony at Phil's excuse. He turned his back on the pair and walked to the corner of the room where a spare change of clothes lay. With his back still turned to them, he slipped on a pair of jeans and tore off the hospital gown. When he turned back around and slipped an old T-shirt on, Steve could see the fall out of Peter's fight with both Max and Harry. Cuts and scorch marks marred his torso. Slight burns ringed his wrists. His webshooters might have allowed him to put up a fight against Max but they didn't protect him fully.

"Looks like 'our best' just wasn't good enough tonight," he snapped. "Your best wasn't enough. My best wasn't enough." He turned his back to them one more time and picked up a slip of red and blue material. Steve instantly recognized it as his Spider-Man suit. He tossed it into the trash can by the hospital bed.

"I know you're upset," Phil tried to reason with him.

"Upset isn't the word I would use to describe how I feel right now." He moved to walk by them when Steve stepped into his path. "Get out of my way, Steve."

"We just need some time, Peter."

He chuckled darkly. "Didn't you hear what I said earlier? You can't beat time, Phil." He tried again to step around Steve, only to be stopped again. "What do you want from me?"

"I want you to stop for a minute. Let us help you. Let Dr. Cho finish her exam." Peter cut him off.

"Is that an order?" He shot back. "You don't get it, Rogers. You can't help me. I'm not your problem anymore. If I were still on your team, I'd call Challenge but I'm not on your team anymore." Peter's words were like a punch to the gut. He never referred to Steve as Rogers. Even when they first met, Peter called him Cap or Steve. He could see that Peter was doing everything he could to distance himself from Steve and the others. It would make leaving easier. If he could fool himself into believing that he didn't care it wouldn't be impossible to walk away. "All of this, SHIELD, The Avengers, Spider-Man, is a joke. We can't get anything right. All we do is hurt people. Well, I won't be part of this anymore. I'm done."

"You don't mean that," Steve tried one more time to get through to him. "Gwen's death is awful but don't minimize all of the good you've done. Don't forget about all of the people you've helped."

"Those people and this city will be better off without me." This time when he moved to go around Steve he wasn't met with resistance. He stopped when he got to the door. Without turning, he said, "One day you're going to see what I mean. You'll realize that I was right."

"No, Pete," Steve sighed. "One day you're going to realize that Gwen wouldn't have wanted you to quit. You'll realize that what you needed was time to breathe not a permanent break. And when you realize that, we'll be here. Your team will be here waiting for you."

His words made Peter hesitate for a moment. Steve thought he had gotten through to him when Peter said. "I don't have a team anymore."

And then he was gone.

With a sigh, he sunk into the chair again and raked his fingers through his hair. Losing teammates was something Steve was familiar with. Typically, it was to death, or in his extreme case, time. This was different, though. Peter walking away was entirely different. He chose to leave.

He heard Phil move to the other side of the room and looked up in time to see him dig the red and blue fabric from the trash. "He'll be back." Phil said after a moment. Steve didn't feel confident agreeing with the older man. But he was hopeful that one day, Peter might find his way back to them.

A/N 2: Let me know what you thought!