Okay, here's chapter two. I'll make my author's note short since I took up a lot of time with the last one. Thank you to anyone who read. I'm not really concerned about the reviews, it just makes me feel good about myself when I read them. I really just want to post this story, even if no one reads it. I have an excellent plot lined up, and I promise it's gonna be good.

I've been doing some research on a lot of stuff which I hope will help make this story seem more realistic.

Third person POV. AU. Post-movie.

Disclaimer: I do not own anything having to do with The Amazing Spider-Man.

True enough, his aunt comes into his room around nine that night. He pretends to be sleeping in his bed, although he feels more alert than ever. Aunt May tiptoes over to him quietly and tucks him in, much like the previous night. She gives him a quick kiss on the cheek and leaves, taking deep, calming breaths.

He doesn't move, even after his door clicks shut. Half of his mind is screaming at him to get out of here as soon as Aunt May falls asleep, throwing mental pictures at him about tall, muscular figures beating people unconscious, just because they wanted some money. His muscles coiled as if ready to spring out of bed and out his window. Screw the glass. But the other half of his mind calmed him down, giving out its own mental pictures, but this time of a weeping Aunt May as she discovers his bed empty after waking up suddenly in the middle of the night.

Very highly possible.

So, New York would just have to tolerate his absence tonight. A guy needed his sleep, and maybe this is his only chance to get some. After the Lizard incident, he's never quite slept the same. Mostly because of his dreams and impulsive instinct to be out saving people from the dangers the city that never sleeps has to offer. Spider-man needed his vacation days, so if he could please his aunt and catch some shut-eye for at least one night, he – and the rest of New York city – should be perfectly okay with it.

But he isn't. And he sure as hell knows New York isn't okay with it either.

His hands grip the sides of his bed, knuckles white, tendons sticking out. He has to stay here. New York will be okay without him for one night. Wasn't it just yesterday that he had begged for some action, since none had risen up to the challenge? Taking his time, he focuses on relaxing each part of his body. He starts with his toes, feeling them unclench. Then his legs; the knot in his right calf disappears. Then it's his stomach; it stops churning. Then comes his hands; they release his sheets and slide across the bed to come curl up next to his chest. And finally, his mind. He doesn't know how long it takes for his thoughts of his parents to slip away into darkness, but he appreciates that they did, anyway.

~ sm ~ sm ~ sm ~ sm ~

Breakfast the next morning is an awkward one. Aunt May serves him a pile of pancakes, flashing him a quick, sweet smile as she sets the plate down in front of him. He smiles back at her faintly. Although he's positive he got at least nine hours of sleep, he can't shake the feeling of exhaustion from his body. It takes a lot of will-power just to open his eyes, let alone move his legs.

"How was your sleep?" Aunt May asks quietly, wiping down the stove.

"Fine."

"Are you feeling better?"

"What?"

"Are you feeling better? You weren't really…fine Saturday night." She looks up from cleaning to give him a hard, critical stare. He blushes under her gaze, neck making that bowing motion, stomach clenching in guilt. He doesn't remember the hallucinations exactly, but he knows for sure that there was a point that he thought the pictures on the wall were laughing with him. He can only imagine how he reacted to this, and especially in his neurotoxin-filled state.

"Uh, yeah – yeah, I feel better."

"Good. Homework finished?"

Of course it was. He finished it while he sat waiting Saturday night.

"Yes."

"Alright then," she says softly, giving him a little wink. He grins at her before shoveling the food into his mouth. Aunt May turns on the little T.V. sitting on top of the counter; the Daily Bugle news comes on, showing a picture of a red-haired woman reporter standing in front of an old, crumbling building. Police tape blocks off the alley behind her, and people dressed in NYPD uniforms wander up and down it, stopping to look at something every few seconds.

"Police still can't find anything related to the masked vigilante known as Spider-Man when they lured and cornered him down this alley late last Saturday evening. No leftover DNA has been found, even after S.W.A.T. members have confirmed that he was indeed shot. Apparently Spider-Man wasn't harmed too badly, since he managed to 'sling-shot' himself from the alley, and disappear. Police officers scoured the area for him, thinking he might be hiding somewhere where he could recover from his wound since the dart he was shot with contained neurotoxin, a type of chemical that causes loss of vision, hallucination, and numbness of arms and legs."

They forgot that they can also kill the brain, he thinks bitterly.

"Unfortunately, Spider-Man was nowhere to be found. Back to you, Andy." The reporter smiles grimly, looking into the camera before the scene cuts and resumes back at the anchor desk.

"Oh, the poor thing…" Aunt May says unexpectedly, causing him to jump. "I just hope he's not out there alone." Peter looks up at her from his plate and she glances at him quickly.

"What?" she asks, shrugging her shoulders. "No one should have to deal with that kind of damage alone."

Aunt May, you don't know the half of it. He pushes his empty plate to the side, downing his orange juice. Why was he so hungry? He smacks his lips once and his aunt smiles at him, stepping around the kitchen island to pour him some more.

"I don't know; something tells me he's in good hands," he says slyly. She shrugs her shoulders again and mumbles something about work before leaving the kitchen for upstairs. After finishing his second glass, he grabs his bag and calls up to his aunt he's leaving for school, and will be back around four. He leaves through the front door, remembering to close it gently, and starts for the long walk to school. Usually, he'd be slinging himself from building to building, hidden in the shadows of them. It'd only take about five minutes, but today he feels as if he should lay-low.

The sky's a dark, ominous gray; clouds provide full coverage as far as the eye can see, granted you couldn't see much of the sky because of the looming skyscrapers. People pass him without a second glance, as if he's a normal person. But he's not a normal person. He's far from that; he's an outlaw. An outlaw with a mask, though.

Sprinkles fall from the clouds periodically as he walks to school. By the time he gets there, the top of his head is a little wet, and his shoulders feel damp. The grounds glisten with the soft rain and mist, but no one strolls through them. He hurries into the building with the rest of the kids, earning a few 'Hey!'s as he made his way to his locker. Thankful the same couple that always made out in front of his locker chose a new place to wrestle tongues, he opens his locker hurriedly, grabbing his books and slamming the door shut.

Flash slaps him on the back as he goes, sporting that same Spider-Man shirt he always wears once a week. He shoots him a grin, giving a simple two-fingered wave as they pass each other. His teacher looks up in surprise to see him standing in the classroom so early, even though the bell was about to ring any second.

"Mr. Parker," she says smoothly, returning her eyes to the papers she was grading before. "What brings you here so early?"

"Just sort of felt like it today, Ms. Ritter."

She glances up at him again with an amused and annoyed expression. Shaking her head ever so slightly, she purses her lips and gestures for him to take his seat. The bell rings, bringing in the last few students. He sits down in his seat, tapping his pencil subconsciously, noticing something was missing.

It isn't until she runs into the room ten minutes into class that he realizes Gwen had been the something missing from the picture. Her blonde head didn't partially block his view from the front of the class, and her black flats didn't tap the floor in front of her every few minutes. She's breathing heavily as she makes her way quickly to her seat. Before she slumps into her desk like she usually does, though, her eyes lock with his. They've locked eyes plenty of times in class, or in the halls, but in moments like those, his mind would float to the past…or a mere three weeks ago, when things were just perfect between the two of them.

But in this moment, there's something…frantic about the way she looks at him, making his defensive instincts kick in. Something is wrong; he can just feel it.

"Ms. Stacy, glad you could join us. Where's your pass?"

"Pass?" she repeats dazedly, back to the teacher as she continues to stare at him. The students around him start to notice how her eyes don't leave his, and he shifts uncomfortably in his seat, feeling his cheeks start to heat up.

"Yes, your excuse. Unless you'd like to be count as tardy?"

She finally turns around to face the teacher – though slowly – with a grimace on her face.

"Uh, I don't have a pass, but I have a good excuse."

"Oh, really?" the teacher asks, raising her eyebrows at her star-student.

"Yes," Gwen replies, collapsing into her seat, breathing still a little off. "I was at the police station; you could even call and ask." The room, which had been dead silent as soon as she burst through the door, buzzed to life. Constant whispering causes a soft humming noise that echoes throughout the room. The teacher frowns, but doesn't question any further. She tries to get the class's attention, but for the rest of the period, they aren't fully focused on the subject the teacher lectures about.

Everyone knows that Gwen Stacy turned a little rebellious after her father died; just by the way she remained silent in classes, or how she even dressed differently and spoke differently proved that she had changed from that good school-girl into a rebellious Chief of Police's daughter. Except the Chief of Police wasn't there anymore. So it's expected of her to do something she wouldn't have normally done if her father was still here, but never anything that would get her a run-in with the law.

Peter sits low in his seat, mind buzzing just like the room. Gwen wouldn't do anything stupid, would she? Sure, she might have gotten a little – er, darker, but that didn't mean she still wasn't that same Gwen that has a major soft-spot for punnett square homework. He knows she's still the same person, even if she is a little more distant with everyone than usual.

When the hour ends, she gets out of her desk quickly, practically flying out of the room, leaving behind a room full of gossiping teenagers. Some of them look at him curiously, obvious confusion all over their faces, but he feels as if he looks the same. Things weren't right with Gwen, and he needs to find out.

Chief Stacy's last words echo through his ears, but he tries to drown it out with loud thoughts about what Gwen might have been doing to get her into trouble. Maybe he should help her; Chief Stacy never said that he couldn't help her. He packs up his things and leaves almost as fast as Gwen did. When he enters the hall, he scans it up and down quickly to try and spot her. She's nowhere to be found, not even at her locker. He quickly goes to his own locker to put his stuff away, then makes his way to the gym where he's supposed to take pictures of the cheerleading squad.

"Parker," someone says from behind him. He turns instinctively, grimace on his lips, to face whoever it is. He goes into shock when he sees Gwen leaning against the wall directly behind him. Her lips are pursed to the side, wide, gray eyes narrowed slightly. She seems at ease, though her fingers twitch every few seconds.

"I need to talk to you," she says quietly, not noticing the way he's staring at her. She shoves one hand into the pocket of her black zip-up sweatshirt, the other playing with the antique necklace hanging just above the dip in her white V-neck.

"Y-you want to talk to me?"

A ghost of her old smile graces her lips before she looks away. "Yes, you. Your name's Peter Parker, isn't it?"

He nods stupidly, like a deer caught in headlights.

"Right. And I need to talk to you." She pushes off from the wall and walks towards him until they're two feet apart. "In private," she adds in a whisper. He freezes momentarily, a warning bell going off in his head; was she about to tell him something important? Finally, he nods and she smiles at him, the first smile he's seen from her in a while. Unexpectedly, she takes his hand, dragging him away from the gym entrance and down the now empty halls. She doesn't stop until they're outside of the school's front entrance, far enough where the cameras wouldn't be able to spot them.

He ducks his head when she lets go of his hand, feeling the heat in his face rise again. They stand there in silence, his shifting his feet, her staying motionless. Things are getting more awkward by the second.

"Peter, what the hell happened?"

His head snaps up so fast, he worries he might have gotten whiplash from it. When he sees her face, his eyes go wide and he takes an involuntary step back, seeing how livid it was. But nothing shocks him more than the sight of the angry tears in her eyes.

"You could have died! You could have been arrested! Do you know what I had to do this morning? I had to go into the station and volunteer myself to help on the case for your arrest, just so I could get answers!" She throws up her hands and gives a small screech, inhaling and exhaling through her mouth quickly. He blinks at her, jaw falling open.

It takes a few minutes for her to calm down; she paces back and forth, shooting him a few glances. He can't get his voice to work – or his jaw either. Finally, after what felt like an extremely long and painful time, she stops and gives a shuddering breath, turning to face him. Her fingers twitch again before she stuffs her hands into the pockets of her sweatshirt, but she can't sit still and eventually slips her hands from the pockets and slaps them against her jeans.

He winces at the sound. She's obviously hurt. And upset. And angry. And confused. And heartbroken…

"Peter, what happened Saturday night?" Her voice is soft and raspy when she talks again. He avoids her eyes and kicks at a rock on the ground, watching with grim satisfaction as it goes sailing farther than it would have three months ago. He clears his throat, and looks up at her, making sure his face was blank.

"Nothing. I'm fine now, aren't I?"

"Peter-" she threatens.

He groans immaturely, shaking his shoulders up and down quickly. Her eyes flash and the corners of his lips twitch up in a half-smile, but she purses her lips tightly when he sees her expression.

"There's not much to tell. You've pretty much heard everything from the news."

"That's not what I mean," she says bluntly. "I want to know what happened after you got shot."

He moves as if to shrug his shoulders, but catches himself before he carries out the motion. It is a big deal, even if he says it's not. He had been exposed to neurotoxins, and hasn't had any treatment since. His first thought of many had been to go to OsCorp. Maybe Dr. Connors could help him. But then, like everything else, the truth came crashing in on him. OsCorp had been shut down, though some big industry was taking over the building after it was repaired. The creator of OsCorp had died with no will, so the building had been handed over to the government.

And there was also the fact that Dr. Connors was in a mental hospital. So he, unfortunately, had to cross that option off of his list. Besides that, there wasn't anything else he could think of without giving himself away. Not much of a list.

Except here's Gwen. Here is the girl that's the only person ahead of him in classes. Here is the girl that shares his deep passion for science. Here is the girl that created the serum that saved all of New York. She can help him. But he can't let her get involved.

"I know there's neurotoxin in the dart that got you…" she begins gently. "Peter, you need to get treated." She looks around at the grounds, the sun shining for the first time that day glinting off of her necklace. "I have some things. I – er, took them before we got shut down. I'm not positive that everything's there, but I know where to get the rest of it. Peter, you're hurt. And have a poison spreading through your body quickly-"

"I can handle myself just fine. Thanks, though."

"Please, let me help you, Peter. I know you're not invincible; no one is. Just…let me in once so I can help you. I don't want to lose you, Peter. Even if we never talk to each other after high school, I'll still be thinking about you." His heart starts hammering fast, but she ignores him and continues. "I'm sure my dad would allow this one thing."

He swallows and finally looks at her.

"I know," he whispers. She smiles, relief flooding her facial features. It's short-lived, though. "But I'm not allowing it." It pains him to do it, but he forces himself to turn from her, spinning almost clumsily on his heel. He walks away as fast as he can without hurting her, but he knows he already has. At least he can keep his promise, though.

~ sm ~ sm ~ sm ~ sm ~

Four days pass after his encounter with Gwen. He had avoided her for the rest of the week, and luckily, she avoided him, too. He could always feel her gaze on him, though, but never met it once, in fear that his carefully guarded walls around his heart would crumble.

He used his webs to get him home today, leaving him with an hour to himself before his aunt comes home from work. He dumps his backpack next to the stairs and heads straight for the kitchen, going through cupboards and the fridge for some food. Lately, he's been hungry. Extremely hungry. And tired, too. He started patrolling the streets again Monday night, and the little sleep he's had since then has been kicking his butt. Feeling like a good nap after he eats, he wanders over to the couch and flops down onto it, plate of leftover banana bread balanced on his forearm while one hand holds a glass of milk, and the other grasps the remote. He flips the television on, clicking through the channels until he finds something suitable enough, then relaxes into the cushions, eyes drooping already…

He wakes at the sound of pots clanging against each other. The empty plate of banana bread gets tossed into the air as well as the empty glass of milk as he leaps from the couch. His fingertips find the ceiling, and the world flips upside down as his whole body also flattens against the ceiling. He jerks his head back to see into the kitchen, where the source of the noise was coming from.

It's only Aunt May, preparing dinner like she always did. He stays frozen, however, his sticky fingers not releasing themselves from the bumpy texture of the ceiling. Aunt May looks up distractedly into the living room, then looks back down. He panics, trying desperately to free his fingers. He sees her freeze, then do a double-take. Finally, he falls after giving one last tug. Aunt May gasps and drops her pots again, running into the room.

"Peter!"

"What?" he says, getting up from his crouch quickly.

"You – you were just –"

"I don't know what you're talking about, Aunt May. I think you might be seeing things." He must've said it too fast because she narrows her eyes and stares him down for a long period of time. He can practically hear the second hand on the wall clock hanging in the hallway pass the 12 five times. She heads back into the kitchen slowly, scrutinizing him before returning to her pots.

"Homework, Peter," she calls to him softly. He exhales in relief. He had been extra careful the past week to make sure his aunt was asleep before he left at night, and still sleeping soundly by the time he got home. He would make detailed observations of her sleeping before he left, taking note of the way her hands were under her head, or how she was sleeping on her side. When he'd come home, he'd go straight to her room, and make sure she was in the exact same position as what he had left her in. The last thing he needed was for her to discover his secret by him reacting stupidly to some little noise, not by connecting the dots of him leaving at night, and Spider-Man's prime being the evening.

He nods, rolling his eyes good-naturedly. He bounds up the stairs, grabbing his backpack although he has no intention to do any of his homework at the moment. Maybe he'll just hide-out in his room until dinner, giving his aunt a moment to realize she - er, had been hallucinating. Or maybe he'll go sit on the roof above the front porch. He liked that place. It was the only spot where he could look out a window and not see a brick wall that blocked the alley behind his home.

He opens his door, absently remembering that it hadn't closed it this morning. Maybe Aunt May did. His room is dark, blinds shut, faint computer life casting a bluish glow over his bedspread. But there's another light, one he doesn't recognize. It' blue, like the computer light, but bigger. It appears to be in the corner of his room, and he takes an involuntary step towards it, not switching on the light for fear it would disappear if light was exposed to it.

Suddenly, it's covered, and his hand jerks back automatically to turn his light on. His eyes go round and he drops his bag immediately after seeing what – or rather who – was in his room.

"Evening," the man – or was it a machine? – said. The voice comes out robotically and he looks the human-like figure up and down. The body is encased in a ruby-red form of metal suit, though a gold strip made of the same metal starts at the tops of the man's/machine's head and forms a 'V', ending near the crotch. The blue thing he saw earlier is a bright circle in the middle of his chest.

He freezes, sizing up this intruder…his heart was beating so fast – he whips his arm around, webs shooting from his device. His aim is right on target, getting the intruder right in the face. The machine stumbles a little, but doesn't make any move of offense. Shocked, Peter jerks his arm back, grabbing hold of the web and causing the machine to fly forward. Peter pounces forwards to meet it, shoving it to the ground. The floor shakes and he prays that Aunt May doesn't hear.

Wait, Aunt May –

The machine groans and Peter jumps off of it, eyeing it from his spot stuck to the wall as it gets up easily, holding up its hands.

"Hold it, there, Spidey. I'm not here to cause any harm." Peter's mouth opens, as if to say something, but what could he say? Who are you? The words don't come out, though, not even when the machine gives a small shake and the helmet of the machine folds away, leaving Peter with the image of a man in a robotic suit. He's almost familiar…

Finally, his mouth can form some words, but they aren't the ones he was anticipating on asking.

"How do you know I'm…?"

"A little blonde birdie told me you were in some trouble…and you got into this trouble from my dart. So, since she's holding me responsible, I thought I might just come here and resolve the matter since she refuses to work on her project unless she knows that Spider-Man is safe and sound." The man's lined yet handsome face wears a bored expression, and Peter gets a feeling that it's almost always like this. He doesn't move his eyes away from the man's armored body, noticing power sources on the palms of the suit whenever the man lifts his hands.

"Uh…" Peter says, slowly removing his hands from the wall and dropping to the floor. He picks up a stack of papers knocked over when he leapt from the man, noticing his father's writing and the Algorithium Decay-Rate equation. He looks up at the man quickly, noticing his gaze on the paper as well. He quickly stuffs it back into its folder and places it gently onto his desk, cheeks suddenly burning.

"I don't need help," he murmurs.

The man snorts.

"Yes, you do. You've got slow-working neurotoxins in your system. They start working ten days after entering the body…made them myself," he adds, a cocky tone to his voice. "So unless you want to die, I'm going to ask you to come with me. But if you do feel like dying, I'd like to ask that you tell that crazy woman working on my special project to get on with it since you don't choose life. She was the one who made me come here, anyway." He leans back to sit on Peter's bed comfortably, though Peter thinks he can't be too comfortable in that suit, no matter what position he's in.

"Where would I be going?" he asks after a moment of silence. The man smiles bitterly at him, showing the first signs of emotion since revealing his face.

"Glad you chose living, 'cause everyone knows you can't have a single drink when you die. That's why it's called hell." He barks out a laugh and Peter shifts uncomfortably. There's something about this man that makes the hair on the back of his neck stick up, yet there's something safe about him…and honest. And if Gwen trusts him with his life…

"You're going to take a little field trip back to OsCorp building," the man says, breaking him from his thoughts.

"OsCorp? I thought it was shut down."

"I never said OsCorp itself. Just the building." The man gets up, brushing off invisible dust from his gleaming shoulders. He sighs, mumbling something about needing a drink.

"Swing by tonight after your dinner. Smells good, by the way. Tell your aunt that." Peter's eyebrows shoot up as the man makes his way over to Peter's window, which he didn't notice was open until now.

"Wait, who are you?" he blurts as the man lowers himself to get out.

The man looks back at him for a moment before the helmet folds open again, hiding his face.

"Stark…Tony Stark." And then he steps out into night air. Peter hurries to the window just in time to see the man fly off, the same blue power source on his palms and chest lighting up the bottom of his feet as well, acting as the provider for why this man could fly.

Peter watches, mouth agape, as Iron Man shoots off into the sky.

Ta-da! Next chapter up and very long, too. Hope you like this one. It took a long time to write. About three days total. Please review to see what you think, though I don't really mind that much. Thanks!

TeamSwiss737