Hey guys! I decided to go back and revisit this fic. I welcome any feedback that you have for me.

Disclaimer: I do not own Spider-Man, or any characters featured within this story.


Movies are pretty good at making the passage of time seem obvious. Sometimes they'll record footage from the same angle for hours only to speed up the time-lapse for the audience, making thousands of cars zip through a city as the sun flies across the sky.

Other times, the audience will see short clips of the same location and how it changes with the seasons. The grass will start lush and green, but then the ground will be covered with falling leaves only to yet again be replaced by winter's first snowfall, transitioning between three seasons all in the span of a few seconds.

These are just tricks though. If you're actually paying attention to it, time doesn't fly; it crawls. When you're counting days, they seem to last forever, small eternities compressed into twenty-four hour blocks. They last even longer when you don't sleep. I hadn't been sleeping much lately.

Strangely enough, even as time seemed to stand slip by like molasses, everything passed me by in a blur. Every day, I'd wake up, ride two subways to get campus, sit through my classes, and then walk to the cemetery where I'd spend an indefinite amount of time at Gwen Stacy's headstone.

My daily routine started the day of her funeral. Long after the funeral-goers had left, long after her mom and brothers had left, hell, long after the grave had been filled in with dirt, I sat at the foot of Gwen's grave. My shoes stopped just before the recently disturbed earth as I wrapped my arms around my knees.

I stayed long after the sun went down, having to jump the fence to escape the now-closed graveyard. After riding the train back to Queens, I stripped off my suit, leaving it in a careless pile by my desk before climbing into bed. I spent the night lying awake in my bed, listening to calls on the police scanner before turning it off around four in the morning. I waited an appropriate amount of time after the sun rose, before getting dressed and returning to the cemetery to sit in the same spot as yesterday.

The pattern continued, even after I started taking classes at Empire State University, even as the ground became covered in leaves, and eventually snow. Rain or shine, I planted myself in the same spot, moving closer to the headstone as grass grew to cover the patch of dirt where she was buried.

Besides the weather, nothing really changed in all of my visits. The headstone didn't move, though sometimes there were flowers placed around it, from family members or other friends. Oddly enough, I never ran into them despite the inordinate amount of time I spent there.

The procedure was more or less the same every day. After arriving, I'd gaze at the headstone for a while. At the beginning, that's all I did. However, as homework started accumulating and I memorized more and more of the headstone, I took to writing lab reports or reading textbooks when I visited the grave. Gwen would have appreciated me trying to keep on top of my schoolwork, so I figured my behavior was acceptable.

Before I knew it, I had come to associate all of my memories of Gwen with this essentially random plot of land. I didn't realize the connections being formed in my mind until one day I didn't see her face when I thought about her. Instead, I saw a rock bearing her name and a pair of four-digit numbers with far too small a difference between them.

I had to fight to bring back memories of her. I struggled to recall her smile, her laugh, and the way she would rub at her nose and look up at me with those big green eyes. I had to focus to bring the memory of her shampoo to the surface, and it took a conscious effort to remember her obsession with that Korean meatball restaurant on 6th. When I went home that night, I dug out every photo of Gwen I had ever taken and studied them like they were my next chemistry midterm. It only helped me remember her with one of my senses, but it would have to do in the absence of the others.

I wasn't really sure why I kept coming back to her grave. I guess I took a sort of comfort in knowing I was physically close to her, but the uneasy silence of the cemetery and the grass stains on my pants didn't give me any sense of spiritual enlightenment. I believed in science too much to think Gwen was aware of my visits, or that she even had a conscious mind anymore.

I never brought flowers to her grave, mostly because there were normally flowers there already. No, my job generally consisted of removing the dead bouquets and arrangements when their petals had fallen off and they lost their aesthetic appeal. I thought that Gwen's grave deserved to be pretty, since it was closely associated with my memory of her.

So for four months, I played janitor without actually bringing a contribution of my own. But today was different. Gwen's grave had been bare for almost a week now. So, when I arrived today to see it naked once again, I turned around and walked back to a conveniently placed flower shop. When I returned a few minutes later, I held a simple wreath with a red bow in my hands.

I wasn't too sure why I bought it. There's no denying it would add splash of color to the grey and white palette painted by her headstone and the surrounding blanket of snow. However, if I was being honest with myself, the reason was more sentimental than that. Christmas was fast approaching, and it would be my first since losing Gwen. She had always loved the holidays, and I think the wreath was my way of letting her be festive since she wasn't capable of doing it herself anymore.

As I placed the circle of pine boughs against her headstone, my lips twitched into a small smile at a memory. I saw Gwen, as she was a year ago, dressed up as one of 'Santa's little helpers,' as she had put it. She wore a green and red striped dress with long sleeves and a big black belt with an even bigger gold buckle. She finished the ensemble with green tights, little elf shoes that had white fur lining by her ankles and little bells on the toes, and a hat that matched her dress, complete with mock elf ears.

Her smile was brilliant that day as she walked up to me with her feet jingling. A crooked smile had crossed my lips, and she must have known it meant nothing good for her because she shoved a candy cane in my mouth before I could ask her if she was on Santa's naughty list.

As soon as it had come, the memory faded away. Sighing, I fell to my knees in front of the headstone and let my head hang low. Then I did something that surprised me. I guess changing up the routine by bringing the wreath made me more likely to change something else, because before I knew it, I was speaking out loud.

"Hey Gwen," I said softly. "I honestly don't think you can hear me, so I'm not bother with the whole 'I don't know if you're listening' line. Wait, does saying I'm not going to say it count as saying it anyway?" My lips pursed together in thought as I tried to work through my own convoluted sentence before I dismissed it with the wave of a hand.

"Ah, never mind that. Christmas is this week, and I know how much you loved it, so I brought you a wreath. It's not much, but I'm still broke. Especially since I don't exactly make money selling Spider-Man pictures anymore." I rubbed the back of my neck awkwardly here. "I actually haven't put on the costume since you died," I said, slightly embarrassed. Clearing my throat to dislodge the lump forming there, I tried continuing on a different vein of conversation.

"Classes let out a few days ago. I got my grades for the semester back. Turns out, I'm actually the number one science student at ESU. It's not exactly Oxford, but you should be proud of me. I actually have time to do my homework now." The reason I had that time was because I wasn't swinging around the city in brightly colored spandex. This time, I couldn't ignore the reason why I had given up the mantle of Spider-man.

"I haven't been sleeping much lately," I said quietly. "Not for four months, really. Every time I close my eyes, I see you falling again. Every time, I react a fraction of a second faster, but it's never enough." I felt my hands ball into fists, my voice getting thickening with emotion after each word. My eyebrows furrowed together in confusion when the world got blurry. When I blinked, I realized tears were building up in my eyes.

"I hear that fucking cackle every night. He wasn't even conscious when I tried to catch you, but every time I fail to do it, he's there. Laughing at me. Laughing at you. Just…laughing, and I can't take it anymore," I grit out through my teeth, feeling tears leave hot thin paths on my cheeks. They melted the snow between my knees as they dripped from my chin.

Even now, wide-awake, the nightmare played before my eyes. I saw her falling, almost in slow motion. I reacted as fast as I could, firing a web-line after her. Even as I fired, I knew it was too late. All I could do was watch and wait for the terrible crack her head would make when it hit the floor; for the unnatural stillness of her body in death; for the slow drip…drip…drip of her blood as droplets fell from the laceration in the back of her head. Then, every hair on my body would stand on end as he cackled like the devil.

Harry was supposed to be my best friend. The genetic illness that had taken his father had progressed so much faster in him. As his body slowly stopped working, he had grown desperate, his failing health causing him to take drastic measures. When Spider-Man refused to give him his blood, Harry snapped in spectacular fashion.

I spent a lot of days wondering what would have happened if I had given it to him. Saying no had led Harry to inject the spider venom on his own, transforming him into the grotesque creature that had flown in after Gwen and I saved the city from a permanent blackout, seeking retribution in Gwen's death.

I'm all but positive that my blood would have caused the same physical changes in Harry, but would he still have lost his mind? Would he have blamed me for the changes if I had given him my blood? I liked to tell myself that he would have, that it was the transformation that made him capable of killing Gwen and not the desire to break me. That stopped me from thinking it was completely my fault that Gwen was gone.

"I miss you Gwen," I whispered, as another tear fell and revealed blades of grass beneath the thin layer of snow. "I don't know what to do. I can't put the suit on anymore. I can't handle letting anybody else fall again. I have all of this power, power that can I can be using to make a difference, but I can't stop second-guessing myself. If I couldn't save you, how am I supposed to trust myself to save strangers?" I wiped at my eyes, feeling the cold bite of the air on my now wet cheeks.

"You should have seen the headline in the Bugle after they found your body. 'Spider-Menace Strikes Again.' They found traces of my webbing on your clothes, and Jameson pounced on that like a starving animal. First it was your dad, and then you; he used your death to run a smear campaign against me, claiming that I was hunting down the Stacy family one member at a time. Even after Harry confessed and said Spider-Man wasn't involved at all, Jameson printed stories about the two of us colluding. He accused me of letting you fall. Purposely." My hands were gripping my thighs tightly, knuckles white as my body trembled.

"What am I supposed to do Gwen?" I said pitifully before falling into silence. Snowflakes continued to fall slowly, and sound was the faint whistling of the wind. I realized that I was actually expecting Gwen to respond, and when reality sank in that she would never speak to me again, my shoulders slumped in defeat.

My jeans were wet from kneeling in the snow for so long and the cold had seeped into my knees. When I stood to leave, it was dark, and I had no idea what time it was. I walked to the subway in a daze, barely registering where I was going until I stepped up to my front door. Blinking, I turned the knob and walked inside.

Aunt May was sitting in the kitchen and looked up at me empathetically when I walked in. She didn't bother asking where I'd been; she already knew the answer. "Dinner's in the refrigerator, if you want to heat it up," she said softly. I tried to smile at her as I shook my head, but it must have looked forced because it brought tears to her eyes. "Peter, you can't keep beating yourself up. I know it hurts, but she wouldn't want to see you like this." Her words were supposed to comfort me, but they cut deep like the blade of a knife.

Aunt May didn't know how justified I was in beating myself up over it. She didn't know that I could have saved her. I know she didn't know, but it didn't stop my jaw from clenching, didn't stop rage from bubbling up inside of me like water boiling over in a pot. I wasn't angry at Aunt May, no never at her. I was furious at myself for not being good enough to protect Gwen, for breaking my promise to her father, for not staying away from her, for getting her killed.

"I can't stop, Aunt May! You don't understand!" And she didn't. How could she? Even Uncle Ben's death hadn't cut me this badly. I could have stopped that too, but I hadn't actively tried. The only thing worse than the what-if of Uncle Ben's death was the certainty that I hadn't been good enough to save Gwen.

Aunt May looked at me with pained eyes, so desperately wanting to comfort be, but I wouldn't give her the chance. I didn't deserve it. I stood in the kitchen for what seemed like hours, drowning in anger and self-loathing before I heard Aunt May speak again, in a considerably lighter tone.

"Do you remember that day you did laundry and turned everything red and blue?" I heard her words, but they didn't register in my mind. I didn't react, still lost in my own head. "What was it you said you had to wash? The American flag?" Again, I didn't respond. My eyes were clenched shut, and the pounding of blood in my ears was just as loud as Aunt May's voice, making it hard to focus on her words. "I don't know why you didn't just wash your costume while I was at work. Would have saved us quite a few pairs of socks."

That got my attention. My eyes snapped open and my head whipped in her direction. I stared at her, searching her face, hoping beyond hope that I had misheard her. But when I found her eyes, I couldn't deny the truth. Aunt May knew. She knew that Peter Parker was the face underneath the Spider-Man mask. Tears came to my eyes again.

"How can you ask me not to blame myself?" I choked out. "How can you ask that if you know I was there? I was there. I was supposed to save her. Hell, if you know it's me, how can you even look at me? Jameson's told the entire city that I'm the one that killed her. Why don't you believe him? It's my fault!" I jumped when Aunt May slammed her fist against the counter. I looked up and saw her standing, shaking with anger, but with tears falling from her eyes.

"Peter Benjamin Parker! I've known you your entire life! I raised you like the son I never had- no, like the son I always wanted! I know you more than well enough to know that whatever bullshit that Jameson is printing in that glorified tabloid is nothing but a lie," she ground out, voice cracking with emotion. She walked up to me and embraced me, pulling my head to her shoulder, and stroking my hair. I felt my knees give out underneath me, and we both sank to the kitchen floor. Aunt May continued speaking, her voice softer now.

"Peter, I know how special Gwen was to you. That kind of pain doesn't go away, I know it just as well as you do. But sweetie, you've saved so many people. You made one mistake. Harry played dirty, and brought that beautiful girl into something that didn't concern her. It's not your fault she was there; if she wasn't, you'd be dead right now." As much as I hated to admit it, I knew Aunt May was right. Without Gwen, I would never have beaten Electro. I still couldn't quite accept what she was saying, but I could bring myself to listen now.

"None of this was your fault. The only thing you're guilty of is loving her, and that's no crime. Peter, you almost saved her," she whispered at me emphatically. "Almost matters, Peter. It might not seem like it, but almost is more important than you can imagine. It's the difference between trying to save her and simply watching her fall." Aunt May's fingers still combed through my hair, and my breathing had evened out as I stopped sobbing.

"You are one of the most amazing men I know, Peter. It must be that Parker blood, because Uncle Ben and your father are the only other two that come close." I looked up into her eyes and saw them shining with sincerity, her lips spread in a small smile. "You may not be able to see it right now, but this city needs Spider-Man. And honestly, I think you need him just as much as New York does. I'm not going to tell you what to do, but I want to help you make that decision."

Aunt May slowly stood, leaving me kneeling in the kitchen as she walked into the living room. She came back with an envelope in her hand. "Mrs. Stacy came by today. She told me that she finally found the courage to go through Gwen's room, and that she found this in her desk." She handed it to me, and I saw the words 'For Peter' in Gwen's neat handwriting marked on the front.

I dumped the envelope's contents into my hand, frowning in confusion as a small USB drive fell into my palm. Flipping it over in my hand, I saw 'Gwen's Speech' written in the same neat scrawl before my eyes grew wide and I sat there, numb.

Aunt May closed my fingers around the flash drive. "Since I know you missed it at graduation, I think it's about time you actually watched her speech." I nodded numbly and walked upstairs to my room. Sitting at my desk, I stared at the memory stick, tracing Gwen's handwriting with my eyes for a few minutes before plugging it into my computer.

When I opened the video file, I saw Gwen as she was on graduation day. She looked beautiful, with the sun illuminating her eyes and hair, and an earnest smile on her face. Hearing her speak for the first time in months, I was enraptured. I hung off every word, trying to commit every syllable, every nuance of her voice, to memory.

Even though I knew she was talking to the entire student body (save for me, since I was conspicuously absent for most of graduation), even though she didn't make eye contact with the camera for most of the speech, it was deeply personal. It honestly felt like she was begging me and me alone to hold on to hope and live life like I could accomplish anything.

There was one line that floored me, and Gwen focused right on the camera as she spoke it. "And even if we fail, what better way is there to live?" Even though I knew this video was months old, it felt like forgiveness from her, like she didn't blame me for what had happened. It felt good. The pressure on my chest eased ever so slightly as her words surrounded me. Even as tears streamed down my face, I felt myself smiling.

Her speech wound down to a close, and another line resonated with me. "We will carry a piece of each other into everything we do next." Glancing up at the wall where I had taped pictures of her as a permanent reminder, I smiled. I realized then that no matter whom I met or what I experienced, I would never forget Gwen Stacy for as long, or short, as I lived. I replayed her speech as soon as it ended, watching it over and over again that night. Each time it finished, I felt lighter, more confident, more like myself.

I woke the next morning with my face on my desk. I must have fallen asleep during one of my viewings in the early morning; it was now ten o'clock. Glancing at the computer, I saw Gwen's video paused with her giving me a gentle smile. I smiled at the image for a moment, before giving in to an impulse I had ignored for the past four months. I turned on the police scanner, hearing frantic calls from officers about a…mechanized rhino? Biting my lip, I glanced at my computer again. Gwen was still smiling, and that was all the encouragement I needed to get over my last mental roadblock.

Before I could stop myself, I ran to my closet and changed into my costume. As I jumped from my window and swung towards Manhattan, it felt like I had never stopped being Spider-Man. I let loose whoops of joy as I swung between skyscrapers, rapidly moving towards the location the cops had been shouting over the radio.

As it came into sight, I saw a wall of squad cars riddled with bullet holes, and a police barricade holding back a large crowd of people. About a hundred feet down the road, I saw a…mechanized rhino. Huh, I guess they weren't kidding. However, even if it was the most conspicuous, the rhino wasn't the most amazing thing on the street.

Halfway between the police and the machine was…Spider-Man. Last I checked, I was Spider-Man, I thought, as I swung closer. When I could make out more details, I decided that Spider-Boy was probably more appropriate. A child of no more than four feet, dressed in a fairly decent Spider-Man costume, was firmly planted before the rhino. His hands were balled into fists by his sides and he stared defiantly up at the rhino, even as the man operating the machine laughed and mocked him.

That's when I knew that I had been foolish these past four months. If this kid could have this much courage with absolutely no powers, then I could let go of Gwen and do what I was meant to do. Apparently, the first thing on my to-do list was to play the part of animal control.

As I swung above the crowd of people, everybody fell silent. Even the man operating the rhino-bot shut up, the smile slipping from his face. The kid didn't even turn around, obviously determined to protect the people behind him. I couldn't help but smile. He had the makings of a good hero. As I landed silently behind him, I stood up and called out.

"Hey Spider-Man." The boy turned around slowly, and then looked up at my face. He couldn't see my smile, but when he lifted his mask, the grin on his face told me he understood. I recognized this boy. I had walked him home once, after some neighborhood bullies broke his homemade wind turbine. He had told me his name…Jorge, that's what it was. I briefly wished I could lift my mask to show him the smile toying at my lips, but there were too many people around.

"I knew you'd come back!" Jorge exclaimed, and my smile widened just a bit. This hope, this unwavering faith in me, this is what would let me push through all of the bullshit that Jameson printed at the Bugle, all of the self-doubt and guilt I felt about Gwen's death. I knelt down to Jorge's level before speaking to him.

"Yeah, thanks for stepping up for me," I said. "You're the bravest kid I've ever seen." Jorge beamed at that. "I'm gonna take care of this jerk, you go take care of your mom, okay?" Jorge nodded enthusiastically, and when I extended my fist towards him, he bumped it with his own without question. "Alright, get outta here, go. Go." I guided him with a hand on his back towards his mother. She was sobbing near the police barricade, but calmed down instantly when she had her son wrapped in her arms. The crowd cheered for Jorge, and I turned back towards the threat at hand.

The man in the rhino had the decency to stay quiet throughout my conversation with Jorge, but now that my attention was firmly on him, he took that as his cue to start making noise again.

"You will fight me? You will fight me now, heh?" He smiled at me manically, and I swear he would have been rubbing his hands together if the rhino had that kind of flexibility. Hopping onto the police car behind me, I took a megaphone from an officer. Before turning around, I froze when I saw something I hadn't seen in months. Standing beside the officer was the ghost of Captain Stacy, but instead of the disapproving glare I had seen in my previous hallucinations, he wore a small smile. A jerk of his head encouraged me to look in towards the crowd of people.

My eyes flickered towards where he had indicated, my heart stopping for just a moment as I caught sight of blonde hair and beautiful green eyes. The ghost of Gwen smiled at me before nodding towards the rhino with a wink, silently telling me to kick some ass. Instead of blinking-which would dispel what I obviously knew was an illusion- I turned back to the man in the suit and raised the megaphone to my mouth. Feeling better than I had in months, I effortlessly fell back into step as Spider-Man, sarcastic barbs rolling off my tongue without hesitation.

"On behalf of the fine people of New York City, and real rhinos everywhere, I ask you to put your mechanized paws in the air." The rhino stomped at this, the operator snarling as I mocked him in front of the crowd. A few moments ago they were cowering in fear, but now they were rallied behind me, cheering excitedly. A guy could get used to that.

"Never! I crush you, I kill you- I destroy you!" The robot stomped and slammed the pavement with its fists to punctuate each of his promises, and I cocked my head to the side questioningly. Turning on the megaphone again, I answered as coyly as possible.

"You want me to come down there so you can kill me?"

"Yes!" The man shouted, and even from halfway down the block, I swore I saw spit fly from his lips. Smirking at his eagerness, and feeling the familiar beginning of an adrenaline rush, I responded one last time.

"I'll be right there." Carelessly tossing the megaphone over my shoulder, I heard an officer catch it before I shook out my arms and legs to limber up. "Ahh, there's no place like home," I all but sighed.

The rhino pawed at the ground and took off running towards me on all fours before firing three missiles as I dove off the car. Rolling, I attached two web-lines to the manhole cover in front of me before vaulting off the ground and pulling with me. Time seemed to slow down as my blood started pumping.

Spinning in the air, I used the manhole cover to block and deflect the missiles. Letting my momentum carry me closer to the rhino, I spun once more, pulling hard on the web-lines in my hand to whip the giant metal plate around.

Right before it collided with the rhino's head, I caught sight of Gwen beaming at me from the corner of my eye. Smiling, my attention turned back to the rhino and I thought one thing before time seemed to speed back up and I sucker-punched him. It's good to be back.