Hello Everyone..

I broke up this chapter into two. It was meant to be two, and I added more content into this chapter.

Memories and a Premonition:

Peter's Apartment: The Next Night.

There was darkness.. and only darkness. Out of the darkness comes the silhouette of a man. The man was in his late 50's, white-haired with a face worned down from the years, but yet still holds a gentle demeanor. He was smiling, and he looks at Peter.

"Uncle Ben?" Peter calls out.

"Yes, Peter …" The sight of Ben's benevolent face turns to anger as he grabs Peter. "Why did you let me die boy?! You had the power to stop him, and you didn't, he killed me!" A bullet hole appears in his chest, and blood slowly pours out staining his white shirt. Ben lets Peter go and kneels down to the ground, attempting to cover up the bleeding hole with his hand.

"I'm sorry Uncle Ben!" Tears coming out his eyes, Peter bends down wrapping his arm around Ben trying to comfort him.

Another man, a tall lanky white-haired man, comes out of the darkness and joins them. This person is dressed in a brown suit with black tie. The tapping of a walking cane can be heard accompanying his gait. Peter instantly recognizes the man as Captain George Stacy.

"You couldn't save him, just like you couldn't keep my daughter safe. You had to let her die, didn't you son? How could you?! I trusted you son! I thought you loved her!" George Stacy, father of Gwen Stacy, who died in a battle between Spider-Man and Octavius, looks at Peter with disdain. Blood slowly seeps out of his eyes, nose, and mouth.

Peter, holding his Uncle Ben, can only look back with anguish, as if a knife has been stabbed into his chest. "No! I do love Gwen, if I can switch places with her – I would."

A third person comes out of the blackness, the silhouette of a woman with long black hair. It is Spider-Woman dressed in full attire. She moves aside George Stacy and walks up to Peter and Ben. She pulls Peter up and seductively kisses him in the mouth.

"Jessica? What are you doing?" He pushes Spider-Woman back.

Spider-Woman smiles. A green shade slowly eminates from the lower half of her face that is not covered by her facial mask. Her jaw morphes into that of a Skrull's. "Human. Join us and we will spare your life. The human you knew as Jessica Drew is gone."

"No get away from me," Peter pushes her furtherback. "Where is Jessica?!" he screams. He swings his right arm to strike at Spider-Woman.

Spider-Woman instinctively blocks his blow with the widest part of her left forearm and raises her right glowing green hand. She touches Peter's left shoulder with her index finger, "Time to wake up!"

"Argghh!" Pain quickly disseminates from the one spot throughout the left side of his body.

Jessica's voice penetrates the blackness, "Peter, wake up – you are having a nightmare again!"

Peter opens up his eyes. Slowly his eyes adjust to the dark surroundings, lit only by the dim light emanating from the door left open by Jessica's entrance. He could make out the outline of the familiar, yet simple furnishings within his bedroom. Jessica, in a white-shirt and shorts, is sitting to his right, with her left hand on his right shoulder. Peter sits up on his bed and rubs the soreness in his left shoulder with his right hand.

"You were screaming. I came in and tried to wake you. Unfortunately, I had to sting you a little to wake you."

Peter looks at Jessica. "You're not a Skrull, are you? No, of course not. My spider sense would have gone off, " he mutters.

Jessica returns a puzzle expression, "Huh? No, I am not."

Remembering the last part of his dream, Peter asks apologetically, "Jessica, did I try to strike you?"

"You tried."

Peter notices the red mark on Jessica's left forearm. "Did I hurt you? I am so sorry!" he asks worriedly. Peter knew physically he was stronger than Jessica, even if both of them have derived their powers from spiders. In the past, when he was forced to fight Jessica, he always held back the force of his blows.

"No, you didn't," she smiles. "I am okay. But are you?" She notices the pain and angst in his brown eyes and facial expression. In the many years she had known Peter, she had never seen him so vulnerable.

Peter takes a deep breath. He is somewhat relieved that Jessica is not hurt, but the guilt of Uncle Ben's and George Stacy's death still gnaws at him. "My dreams…I remember my uncle's and Gwen Stacy's father deaths as if they occurred yesterday. I failed the people closest to me," he looks downward racked by guilt.

"Peter, look at me!" She lifts up Peter's head and hold his face in front of hers; he stares into the green eyes that remind him so much of Mary Jane's gaze, reflecting strength and resolve to help him through the toughest of times. "You didn't fail anyone! You are an inspiration to me.. and the countless lives you save!" Jessica pauses to let her words sink in. "Don't ever believe you failed anyone, have you got that?!" Peter slowly nods in agreement. She grabs hold of Peter's right hand with her left hand and holds it tightly, "I am not a psychologist – I think its time we see Dr. Cho in the morning..together."

Avengers Tower: Infirmary

Several Days Later.

"Jessica, I can contact some of my associates to see if there are more advanced experimental treatments for memory losses," Dr. Cho inquires as she looks at Spider-Woman.

"No. Like his secret identity, I don't want word to get out that Spider-Man is injured or incapacitated in anyway. He has too many enemies. If they find out, there will be an onslaught."

"Very well. Then I will also encrypt all his sessions as well," Dr. Cho responds.

Spider-Man, was strapped and seated in a separate room surround by life monitoring equipment. The straps were not strong enough to contain him, but just enough to prevent him from hurting himself. There was an apparatus on his head and several wired sensors on his body. Dr. Cho, seated at the console desk, and Spider-Woman, standing next to her, were monitoring Spider-Man's vital signs as well as gauge his reaction from another room separated by 3 inches of plexiglass.

"How confident are you in this method?" Jessica wonders.

"I am confident in that the procedure should awaken some of his memories; and more importantly, there shouldn't be any side effects. Octavius attacked his consciousness and erased his memories – we are trying to revive his memories through his sub-consciousness. By inducing him into a dream state, we can try to reawaken sections of his memories." Dr. Cho begins typing away at the console as Spider-Woman watches his counterpart through the glass. "I gathered as much information as I could on his memory and brain wave patterns from Dr. Richards and the Avengers database, and then I configured the electromagnetic emitters of the magnetic resonating equipment to match Spider-Man's brain waves. The next step was to perform the trial run, and gauge his reaction and any side effects from the trial run. With this third treatment, we should start re-awakening the memories that his subconscious shielded from Octavius' takeover. Best case is that this treatment starts a cascade of memory recovery. Worse case, nothing happens."

As Dr. Cho's key clicks fills the silence in the room, Spider-Woman turns her head to eye the displays on control desk. She can see the regular rhythm of Spider-Man's heartbeat, his blood pressure, and other vitals.

"I am inducing his dream state now." One can hear the slow hummng of electronics equipment being activated. "In ten minutes, I will start electrical stimulation."

'I hope this works for your sakes, Peter – you have too many enemies,' thought Jessica as she stands quietly behind Dr. Cho.

After about ten minutes, suddenly, all of Spider-Man's vitals starts to jump. Both women glance through the glass into the other room. Spider-Man is starting to struggle in his chair. His readings go off the charts.

"What's going on? Is he having a panic attack?" Jessica yells.

"I don't know. I am powering down the equipment," Maddie responds. She presses a series of capacitive touch screen buttons.

At the same moment, Spider-Man can be heard screaming "No!" He breaks out of his straps, and using both of his hands, rubs his face through this mask.

Both Dr. Cho and Spider-Woman rush into room where Spider-Man was seated. He looks at them. Then he stares at Jessica. Jessica senses a pain within his heart. "I'm fine." He gets up, tears off the remaining straps on his chair.

"Wait. What just happened?" Jessica asks in a worried voice. Spider-Man starts to reach out with his hand to Jessica's face, and then hesitates.

Dr. Cho adds, "I need to perform some tests to make sure that there are no problems or side effects caused by the treatment."

"No." Spider-Man looks at Dr. Cho, then Spider-Woman. "Just leave me alone!" he storms out of the infirmary.

Spider-Woman and Dr. Cho looks at one another. "Another nightmare?" asks Dr. Cho.

"No. This is something different. He was reaching out to me."

Dr. Cho briskly walks back to the console desk with Spider-Woman following, and sees diagnostic messages on one of the screens, "Odd, the electromagnetic wave emitters only turned on for a minute before the program crashed. His episode started about 1 minute after the program shut down. I am confused – he may have just experienced some kind of flashback caused by the Octavius' incident."

"I am going to talk to him," Jessica quickly walks out of the infirmary as Dr. Cho reviews the diagnostic errors. "Friday, where is Spider-Man?" One of the advantages of being in the Avengers' Towers was having an Artificial Intelligence (AI) available to assist you with any concerns; it was nice luxury that Jessica has gotten use to.

The AI female voice responds, "Spider-Man has left the building."

'Damn!' Jessica thought. She now has to find him. "Thank you Friday."

"You are welcome, Ms Drew."

New York Skyline:

Near Manhattan

Spider-Woman flew over the cemetery and Queens. She checked Peter's apartment. There was no sign of Spider-Man. Night was starting to settle in. Somehow, his emotional departure involved her, she thought. Her intuition takes her flight path to Manhatten, or more specifically within the area of the Oscorp building. It was there where she and Spider-Man had their first reconnaissance mission.

Sure enough, on one of the rooftop of one the buildings facing the Oscorp building, she sees the all familiar crouching position of a certain red and blue vigilante. 'Did he notice her?' she wonders. 'What is his state of mind – Octo Octavius or Peter Parker? Will he talk to her? Or will she have to take him back to Avengers Tower by force?' Will she have to deal with Peter Parker or his inner demons?

Jessica has fought Spider-Man before, but not by choice. He was clearly the stronger of the two; for some odd reason, she never developed the proportionate strength of a spider, but she was definitely the more experienced fighter. She had beaten Spider-Man in hand-to-hand combat in the past, but since then, partially motivated by her, Spider-Man had learned and adopted a new fighting style, which he calls Spider-Fu. Coupling this new fighting style with his Spider Sense, Spider-Man would be a very formidable adversary to take down without serious injury to either him, her or both. More importantly, Jessica has developed a close bond to Peter and she just doesn't want to fight him. Fortunately, much of her concerns were allayed to rest as she lands softly on the roof of the Manhattan building.

Without glancing at her, Spider-Man asks "How do you always find me?" He continues to stare at the Osborn building as the night slowly engulfs the Oscorp and the surrounding buildings. The search lamps around the building lights up in an attempt to portray the building as a beacon of technological achievement. For the two Spiders, however, the building more likely appears as a gateway to hell.

"Maybe we are bound to the same web?" She walks up him. "Kind of nostalgic for you to be here, isn't it?" Spider-Woman asks rhetorically. He crouches there, still motionless, watching the Oscorp Building.

"Well you never did tell me if we were on a date," he quips back and finally turns his head towards her, his reflective lense not giving any insight to his emotions.

"You heard what happened to the male spider after mating with the female spider?!"

"You really know how to ruin a romantic mood!" he responds.

"I learn from the best," she responds sarcastically.

"Ouch.. that really hurts."

Jessica thinks for a second. Even as annoying as Spider-Man's bantering has been to her, he always has shown her the utmost respect. Maybe she shouldn't have said that; he is not the same Spidey she is accustomed to..at least not yet. "Sorry. I take it that some of your memories are returning." She pauses, "Spidey, where have you been and what did you see back there in the lab? One minute you were calm, and then you started to react violently."

Spider-Man was silent – he just looks at Spider-Woman. He should just get away. Then perhaps no harm will come to his friend. Uncle Ben died. Gwen's father, and then Gwen herself died.. No. Not like Gwen. He won't ever let that happen again. Julia is the key. She can see the future, but where is she?

She walks closer to him until they were less than a foot apart, "Peter, tell me what's going on. I cannot help you if you don't let me in." Even without verbal communication, Jessica senses the agony within her counterpart.

Spider-Man hesitates; knowing Jessica, he realizes she will never let it go. "Everything is hazy." He pauses and looks at Spider-Woman. "There was light, some kind of energy that glowed and dimmed; I thought I saw a bunch of little robots, perhaps octobots – I am not sure. I think I saw Julia Carpenter – except she just looked at me and didn't say a word. I tried to reach out to her, but she disappeared; I was entangled in a great web that I kept trying to shake free. I couldn't break free of it. Then the next thing I know, I was holding you in my arms, and you were… bleeding, and dying. I couldn't stop it." His head lowers down; even with the mask, Spider-Man's pain shows through to her.

Spider-Woman is moved by his concern for her, but yet perplexed; she doesn't know what to make of his dream. She should feel unnerved, but yet she has faced death so many times, and at one point, she did die. Instead of showing any shock or fear, she merely puts her steady hand on his shoulder, "I appreciate your concern about my safety, but we all have nightmares, and we shouldn't second guess ourselves because of them." She pauses, "Besides, I am Spider-Woman for a reason – I do know how to take care of myself."

"I know Jess, but Julia was there, and I just don't want to lose anyone else close to me." Spider-Man is silent for a minute. "I am sorry for my behavior earlier."

"You haven't lost me. And apology accepted; you should also apologize to Dr. Cho. Both of us were just trying to help you – and don't let it happen again; next time, you tell me exactly what's going on." Her counterpart nods. "Still.. strange though, I haven't heard from Julia for awhile also, and she hasn't come up on any scans recently. She seems to have disappear, but she is known to disappear, and then suddenly reappear."

"Tell me about it.." Spider-Man says sarcastically. "I've been looking for her. I think she has the answers, but I can't seem to find her. Maybe she's mad at me because I threaten to moon her one time."

"That would have been a sight," Jessica laughs. She then turns back to a more serious topic, "Do you think the neuro-treatment is helpful? Do you want to continue?"

"Sure – it's not everyday a person can get his brain cells fried – do you think by holding onto some cheese and bread, I'll be able to make a cheese melt?"

"Don't goof around. I hate it when you goof, " she smirks. "Let's leave this place. I don't care much for the sight of the Oscorp building."

"Aye, Fair Spider-Woman," Spider-Man quips in response.

Behind her mask, Spider-Woman can only roll her eyes and shake her head before heading into the sky. Spider-Man follows.