A/N: Hello, this is my first fanfic and it's about Spiderman. I am obsessed with Spiderman and Avengers right now so I decided to make a fanfic about it. I hope you enjoy it and read and review! :)

Now the big details.

This story takes place 4 months after the events of TASM and Avengers and the events of Iron Man 3 will not occur but Tony will suffer from his condition after the incident.

Warning: Smoking kills. Stay safe.

GWEN POV

Sooner or later that spark just disappears
Outta nowhere, outta nowhere-
Every time one of us ending up in tears
Outta nowhere, outta nowhere

Is it good that we hurt every day?
It this worth all the pain that we feel inside?
Am I too blind to see this is happening to me
Outta nowhere, outta nowhere

I heard rain pelting the window as I glanced towards it. I let out a shaky breath as I pushed back the thick locks of my blond hair against my ear as I turned away and concentrated on reading my book instead. It's been four months. Four months since the incident with the lizard and my father's death. Four months since I lost Peter.

It's easier now to think about my father without crying. We had been coping well after the incident. It was easier now but now and then I still had nightmares, still saw my brothers cry but our mom had been the strongest. She stayed strong even though she lost her husband. I thanked her for that but I was broken.

Me and Peter had absolutely no contact for the last couple of months. I constantly watched the news so I knew what Spider-man had been up to recently as well as to know that he hadn't been hurt while he was out there protecting people but I also couldn't help the need to constantly look up into the sky because I knew he was probably up there somewhere looking over the people of New York protecting them and maybe even me. I missed him so much. It was worse when he would show up to school with some new bruise or cut that was visible to everyone. Rumors had started in school that he was probably hanging out with the bad gangs, drinking and smoking but I knew the truth. I chuckled when I heard it. I was the one who was smoking not him. People should thank him not spread rumors about him.

After all I couldn't help since he wasn't banging his head against my window anymore to ask for some help and I couldn't walk up to him in the middle of the hallway to ask him what happened to his face because it's not that I'm not his girlfriend but I don't have the courage to see his face without breaking down and begging him to take me back. I had to remind myself that he wasn't mine anymore.

Instead I tried to concentrate on other things like my grades and my family and I had tried to keep my addiction a secret.

I wonder what people would think if they found out. Miss Perfect isn't as perfect as we thought. And it was true. I had problems. I was lonely. I was stressed.

Images flashed through my mind. They moment when I thought I couldn't do this as the lizard looked straight in my eyes. Peter long, strong fingers brushing against my cheek as he wiped my tears.

'I can't-I can't do this.'

'I can't see you anymore. I can't.'

Sooner or later that spark just disappears
Outta nowhere, outta nowhere

I clutched the book tightly as I gulped and closed my eyes shut. Stop, Gwen. Stop thinking about him. Stop! STOP .

I let out a shaky breath as I struggled to get out of the bed. I gripped the foot of the bed for support as I took shaky breaths as I struggled to calm down. The lizard reached forward slowly as he looked into my eyes. I let out a scream. My vision was blurry as tears rolled down my cheeks. I slid down and my back was against the bed. I pulled my knees and wrapped my arms around them as I let out a silent sob. This has been a lot to me. I should go see the therapist. It used to be headaches and visions before which I took lightly but now it increased. I've started hyperventilating. It worsened but it never occurred in school probably because I always kept my mind busy with things like homework. I raised my hand against my heart to check my rate. It was fast. I took a deep breath and I let a few tears escape and I leaned my head against the bed.

'I got you'

Is it good that we hurt every day?
It this worth all the pain that we feel inside?

Did he? I remember Peter's words. I could still feel his warm breath against my cheeks as his long fingers cupped my cheek and I leaned into them. They were lies. All lies. I needed him and he left me with those hard words. My father had no right to make my decisions. He had no right to do this me. I was angry with him but I was more angrier at Peter for agreeing to him. I wished he never did.

I dug my fingers in my palm as I remembered the fierce look my father gave me before taking the antidote from me. I didn't say I love you or please be alright to him before I saw him the last time.

'Please make sure he's alright'

Those were my last words to my father. Not a I love you or be careful. I feel so selfish and guilty. It's my fault. I should have been the one who died. Not him. NOT HIM. I let out another sob. I wanted to scream. I should have died not him. Why him?

Peter never glanced at my way anymore. We stayed away from each other. I understood his decisions but it was hard. It was hard to walk up to his locker beside him and plant a soft kiss on his soft lips before gazing into his dark milk chocolate orbs of his. I closed my eyes as I felt his long strong fingers intertwine with mine as he shot me his goofy grin before we walked off to class.

It was hard. The first few days, I always had glanced back at him when he was at his locker but he never glanced back. I waited for him, then I got the realization he will really keep this promise and then I got angry and since then I stayed away from him. I treated him as he asked me to. I treated like everyone treated him like in school. An outsider. A nobody. But in my heart, he was everything, I just never admitted to him. Maybe if I did, he wouldn't have left me.

I looked up as I roughly wiped the tears off my cheeks and I saw a glimpse of red and blue pass by. Realization dawned on me and slightly gasped. Was Peter here? For the first time in four months I kept the blinds up today because I knew that Peter would never swing by here. He never swung by here in four months then why tonight not that I know if he did.

Oh god, I had to get out now. I inhaled deeply as I got a grip on myself. I knew it was dangerous to go out at this time but I had to get some fresh air. I glanced at the numbers lighting up in the dark.

2.00 A.M

Crap.

I shook my head and stood up slowly as I balanced myself and when I was sure that I had calmed down I walked towards my dresser grabbed a hairband and tied my hair back before placing the book in the nightstand.

I should really go to a therapist. Having these sudden attacks is not good. I thought as I grabbed my coat. I decided to go out to a nearby park in my pajamas.

I gazed at the drawer and argued with myself if I should take it or not. I sighed and walked towards it and opened it and grabbed the packet of cigarettes with me.

It hadn't been long since I had smoking and I knew it was bad. I knew it would only harm me in the end but I needed it. It was relaxing and it would keep me some time to get away from the world. I put the packet in my coat pocket and I inhaled before looking back in the mirror before stepping out of the room and closing the door quietly behind me. Everyone was asleep at this time and I sighed in relief as I tiptoed across the halls and into the dark living room in my flats.

I slowly opened the door and stepped out from the apartment before closing it and locking it. I inhaled deeply before walking towards the elevator.

I wrapped my arms around myself as I stepped in the cold night. The streets were quiet and dark and I frowned. New York was a bustling city. It was never quiet. I felt the cold wine bite my cheeks and I shuddered in response.

Get back in the house Gwen, what are you doing? Your seventeen years old! A voice in the back of my head screamed but I ignored it. I walked quietly on the street all alone. The park seemed to be far as I walked.

I inhaled deeply as I stood in front of an alley. I bit back a groan. What am I getting myself into? I thought and decided to turn around but I was determined. I needed to get away for a while. I needed to think. I needed a break from all this. I clenched my fist and I pushed my legs forward as I walked quickly hoping to get to the park soon.

I took a turn and after some time I felt a presence behind me and as I concentrated I could hear light footsteps and I pulled the coat closer to me and I walked faster. It was nothing to worry. My dad made me take lessons in karate. I could beat this guy if I wanted to. I hoped he walked off and left me alone.

I concentrated on my breathing as I walked and suddenly a tall guy stepped in front of me and I planted my foot on the ground as I almost bumped into his hard chest. I looked up at the guy and he a wicked smirk on his face and he looked like he just won a prize. My stomach churned at the thought and I turned away and stepped to his other side but he blocked me. I inhaled deeply before stepping on the other side and he blocked it too. I looked up with a deathly glare.

"Where ya goin precious?" I heard the man's deep voice. I knew this was a bad idea. I thought as I glared at the man. He was white and he had shoulder-length blond hair and he was big. Like all tall and muscle and he had a grin on his face.

"Get out of my way" I spoke through gritted teeth as I tried to get away. I felt a gun press against the back of my skull and I winced as he pressed it hard.

"Gimme all your money lady" He hissed as he stepped closer to me. The guy in front of me shot me a cocky grin as he stepped closer to me.

I pushed myself backwards and he stepped forward and I almost started shaking. I kept stumbling backwards until I felt my back press against the man behind me. I gasped and stepped away from him and his gun trailed to the side of my head as I face both of them in front of me.

My eyes were wide with fear and I clutched the coat tighter to me. I kept on stumbling backwards hoping to find something to distract them with and run but it failed. I kept on stumbling until I felt myself pressed against the cold wall. I shut my eyes and gritted my teeth. I'm so dead.

"I got no money with me so let me go" I said in a fierce tone and the men chuckled as they shrugged.

"That's alright, but you're not running away from us so fast" He shot me a smirk as he winked at me. I shut my eyes shut and I almost let out a shriek for help until I heard the men shout.

I opened my eyes in surprise and gasped for breath as I looked at the man in a red and blue suit stand in front of me.

Peter.

I sighed in relief.

"You think it's nice to steal from girls?" I heard Peter's menacing voice as he slowly stalked forward in front of the two men.

"Huh? Think it's nice to kill old men?" He asked in a low voice as he pushed the blond hair guy towards the wall. He shot out webs at him and pinned him to the wall.

"Huh? Answer me!" Spiderman yelled and I frowned as I looked at peter. This wasn't him. He never acted like this before. But I have never seen his other side. He walked forward and pulled back his left sleeve of his jacket. He looked at it and his head snapped up as he glared at the man.

"This could have gone a lot worse" He muttered before turning around to glare at the black haired man.

The other black haired man stumbled backwards and pointed the gun at him

"Stay back spidey, I got a gun!" The man with the gun yelled as he aimed it in front of him. Spiderman shot out a web at the gun and grabbed it from his grasp and threw it in the other direction.

"I hate guns man! Hate those little things" He murmured as he shot webs at the two men in front of him and pinned them to the wall.

"Hey! Get this stuff off me man! What is this shit?" The man screamed and Spiderman shot another web at his mouth to shut him up.

"Next time don't even think about touching any girl" He threatened in a low voice as he punched the guy in the jaw making him fall unconscious. The other guy's eyes widened before peter punched him again in jaw making him also fall unconscious.

"And don't even think about touching my girl" He muttered just before turning around and looking at me.

I clenched my teeth as Spider-man stood in front of me in the cold night. It wasn't a dream. He was real. He slowly walked towards and I gulped as I felt the warmth radiating from his body. He was so close to me that we were almost touching. Suddenly he pulled me against him wordlessly and wrapped his warm arms around me tightly and just hugged me. I was frozen at what just happened but I slowly wrapped my arms around his neck as he nuzzled his head in my hair.

I closed my eyes as the tears threatened to fall. We hadn't been so close for four months. I smiled as we stayed like that for who knows how long and suddenly everything came back.

What am I doing? Hugging Spider-man? I opened my eyes as he pulled away and glared at me.

"What are you doing her at this time?!" Peter asked in a loud voice as he glared at me. I stared at him in confusion before I realized. Nothing had changed. I became angry instantly and I glared back at him.

"Why are you here?! I thought you had to stay away from me?" I growled at him as I gritted my teeth.

Peter shot me a look. "How could I just swing by when my girl was almost going to get mugged by some thugs!" He took deep breaths to calm down.

I raised my eyebrows as his words set in. "Your girl? I think you have no right to call me that after you told me you can't be with me anymore" I hissed in a low voice.

Peter blinked and he looked away. "I-I-I'm sorry, uh I-I shouldn't have-" He started but I quickly cut him off. "Just drop it" I whispered as I blinked back the tears.

This is the first time he's talked to me since the incident. I wanted to rip of that mask and look into Peter's deep chocolate eyes gazed at mine and my fingers ached to reach out to stroke his cheek but I clutched my coat tighter to me. We just stood there silently for a long time.

"Why did you do this to us? Why did you leave me when I needed you the most?" I whispered sadly, breaking the cold silence around us. Peter's head snapped up and he gazed at me thorough his white lenses which covered his eyes.

"I had to honor's a dead man's dying wish" He replied back softly as he looked up at the sky. I saw his eyebrows furrowed in confusion and he looked back down at his feet.

I let out a bitter laugh. "But don't I get a choice to say what I want in my life?" I asked in a stern voice as I looked at him. His face was expressionless. I knew he was trying hard to keep that face.

"Gwen I-" He looked away before continuing. "I just want to protect you Gwen and I have to stay away from you in order to do that." I heard his soft but stern voice.

My head snapped up. "You don't get it do you? Even if you stay away from me it doesn't matter! You saw what happened today Spider-man" I mumbled in a soft voice and the tears blurred my vision as I looked at his white lenses which covered his eyes but I knew he was looking at me through the lenses.

Spiderman took small steps towards and his hand reached out and touched mine. I felt the electricity flow through my body and I flinched away from his touch. The electricity in the air cracked like a whip.

"You don't understand! I miss you! I miss you….I ache for you. I never gave you or my father the right to make decisions for my life. I'm the one who gets hurt here! It's my responsibility. I miss you…I need you back. You don't understand how much I want to just walk up to you slap you on the face…" my voice became smaller and smaller until you couldn't hear me. I looked up at Spiderman with tearful eyes.

"I have to protect you Gwen. You mean everything to me. I can't lose you" He whispered as he leaned down and pressed his forehead against mine and his fingers cupped my cheek. I closed my eyes as I enjoyed the feel of his warmth before opening my eyes stumbling backwards away from his touch.

I bit my bottom lip as I took a shaky breath as I looked down at my hands and my short bitten nails. Could I do this? Can I stay away from the person I needed the most?

I closed my eyes as the small drops of tears fell my eyes and quickly dripped to the ground.

'I've got you'

'Yeah, but those are the best kind'

Is it good that we hurt every day?
It this worth all the pain that we feel inside?

"What about the words you said? You said that the promises you can't keep are the best kind. That was a lie." I spoke in a low voice because if I spoke in a loud tone my voice would have come out broken. I released my hands and kept them at my sides.

I could feel the tension in the air and I suddenly knew his answer. No. It was still a no. I nodded as I understood and unclenched my fists.

I slowly opened my eyes and stumbled towards Peter. I couldn't do this anymore. I have to get away from him. All this. He wanted me to stay away so I will.

"Well consider that you already lost me Spiderman. You're pushing me from your life and if that's what you want, I'll respect it. Just remember that I loved you and I still love you." I mumbled as I stood up on my tiptoes and kissed Peter's masked cheek as the tears now freely fell down like a river.

"Hope you have a good life" I whispered as I looked at Peter once more who was frozen in his place before I turned around and ran away from the scene without looking back.

So much for getting air. I thought as I wiped my cheeks and my fingers dug in my coat pocket and I took out the packet of cigarettes.

Sooner or later that spark just disappears
Outta nowhere, outta nowhere
Every time one of us ending up in tears
Outta nowhere, outta nowhere

Is it good that we hurt every day?
It this worth all the pain that we feel inside?
Am I too blind to see this is happening to me
Outta nowhere, outta nowhere

NOBODY'S POV

"Fury, we got Spiderman" Natasha spoke as she and Clint looked down at Spiderman who shook his head and punched a wall beside him before shooting a web and swinging away and Clint placed the recorder in his pocket.

"Good" Was all he responded.