Peter lay still in the bed with the soft, sterile-white sheets over his body. They slowly moved up and down as he breathed in steadily, his chest rising and falling.

His fever was coming down and his sleep was no longer plagued with night terrors or nightmares

Steve barely left the side of the bed that Peter slept in. He couldn't help it. He had a strong admiration for the kid. He had taken on The Lizard, Electro and now six other super villains with little, to no, help. Even when the odds were against him and it seemed like all he could do was fail, he put himself in harm's way to protect others; to protect complete strangers. Then without warning he would swing away, without demanding glory or praise or some kind of reward. He helped because he could.

And that was why Steve cared for him so much; because he cared for everyone else. Without even speaking to Peter, Steve knew he was a good kid.

While Steve looked over Peter, Tony made his way into the room, with Bruce following close behind.

"Hey Spangles. What a surprise to see you here," Tony said sarcastically, as Bruce went to check on Peter.

"How's he doing?" Steve asked Bruce, ignoring Tony as he watched Bruce carefully.

"It seems like he's doing better," Bruce replied, without looking at Steve as he unwrapped a few bandages to confirm his suspicions. "He's healed a lot overnight," Bruce noted. All the small cuts had healed over, without leaving any scars.

"Any idea of when he'll wake up?" Steve asked. He looked with concern at the nasty purple bruise on the side of Peter's head. It was healing fast and beginning to turn yellow around the edges, but it still looked painful.

"He took a horrible beating and received a severe blow to his head…" Bruce trailed off, not wanting to worry anyone.

"Well, what did you expect? The kid only wears spandex," Tony said. "But, he will wake up right?" Tony asked Bruce, trying not to let his concern leak into his voice.

"There are- there can be complications with this kind of injury..." Bruce began but stopped himself.

"Complications, such as… what?" Steve asked.

"Depending on his injury, he could have suffered from, minor or major, brain damage or he could possibly be in some sort of coma," Bruce finished as he went back to Peter to try and receive some sort of response from the teen. Bruce stepped back when it was clear Peter wouldn't wake up at that moment.

"He's smart," Tony said as he slowly walked to the other side of the bed, across from Steve, he looked down at Peter and carefully traced his fingers over the bruises on his head and face.

"What?" Bruce asked, turning towards Tony.

"He's a smart kid," Tony said, reaching into his pockets and pulling out a small red and blue object. He tossed it to Bruce, who caught it and carefully inspected it.

"He made that," Tony said. "I've been in the lab trying to figure out what it was, how it worked and what was inside it." Tony smiled.

"What is inside it?" Bruce asked.

"I found out the hard way," Tony explained. "It's the webbing he uses to get around," Tony said. "And I'm guessing you can't just pop into Wall-mart and get a spider web shooter, which suggests he made that. I've studied it, and it's incredible work." Tony smiled again as he looked towards Peter.

"So, he has some kind of engineering background or…" Bruce mused as he handed the web shooter back to Tony.

"Who knows? But when he wakes up, I want to see if he's as intelligent as I think he is." Tony's mouth again formed a small smile. "I also want to show him my ideas on how he can upgrade these," Tony said.

"So, that's what you've been doing in that lab of yours," Steve smiled from his seat.

"I've not only been designing and upgrading these," Tony said, holding up the gadget. "I've been working on making a new suit, one more durable, that will give him more protection than just spandex."

"Tony Stark cares," Bruce and Steve grinned.

"Of course I care. He's just a kid," Tony said, not arguing with the other two men, which surprised them.

Before Steve or Bruce could say any more Jarvis's voice came from the ceiling. "Sir? Miss Romanoff has requested everyone's presence, upstairs on the main floor."

"What's this about?" Tony mumbled, not expecting an answer from anyone.

"I asked Natasha to look for footage of the clock tower fight," Steve answered. "Maybe she found it."

Each of the heroes looked towards Peter before walking towards the door and heading up the main floor.

When Steve, Bruce and Tony arrived, they stepped out of the elevator to see that Thor, Natasha and Clint were all present.

Clint and Thor were looking bored as they sat on the large couch. Natasha was busy working on her laptop, waiting for the others to arrive.

"Did you find any footage?" Steve asked as he made his way into the room.

"There were six cameras; four on the outside, pointing in different directions, and two on the inside of the tower, one at the top and one near the bottom. I'm disappointed in myself for not noticing them when we were there earlier," Natasha said, without taking a pause and without looking up from her laptop. She was busy arranging the footage into chronological order. She was also looking through the months of footage to find any of Spiderman.

"Maybe you're losing your touch, Nat," Clint joked.

Natasha briefly looked up to send a mocking glare at Clint before going back to string all the footage together.

"Whatever happened in that tower, these cameras recorded it," Natasha said as she typed away on the small computer.

"So when will it be ready to view?" Tony asked curiously

"Right about… now." Natasha clicked and the video appeared in the middle of the room on a holographic screen for everyone to see.

Jarvis, do not disturb me with anything until we are finished watching this video," Tony said, before taking a seat and focusing on the screen.

"Yes, Sir," Jarvis obediently agreed to his orders.

"And dim the lights 60%," Tony ordered.

The lights dimmed the correct percentage, and the video become clearer. The Avengers sat, ready to finally discover what had occurred that night.

Natasha hit play.


"He's not happy, Mr Osborn," Fisk spat. "And neither am I. How could you be so stupid, as to-"

"To what?!" Harry shouted back. "To take my revenge? To do what needed to be done!?"

Harry glared at Fisk, as he angrily paced the room. Fisk scowled back with the same intensity from under his hat before Harry began speaking again.

"Let's not forget that it was you who said that I should take control. It was you that gave me the notes on the Sandman Experiment!"

"I said, take control of your troops, and prepare yourself! I did not say to go out into battle without a plan or battle strategy or to take control of a test that was not ready-"

"It was ready enough!" Harry growled. "It worked, didn't it?"

"Be glad it did," Fisk said calmly. "You got your wish."

"What wish?" Harry questioned.

"Strucker is ready to see you now," Fisk said, as he and two Hydra agents led Harry to Strucker's office.

Harry and Mr. Fisk walked from the room and into a dimly lit hallway. They trudged up metal rusty stairs and walked towards two strong, steel doors. The rust on the doors made them look like no one had opened them in years.

Once the two men reached the doors, Fisk brought out a card from his pocket and swiped it through a small concealed machine. The machine buzzed in response and, without fail, the heavy metal door automatically swung open, allowing the two men entry to yet another dark corridor.

"Is all this really necessary?" Harry questioned in an annoyed tone as they moved through a maze of corridors.

"Strucker is a very… private man," Fisk replied as he stopped before a grand looking door. "This is as far as I go," Fisk said, motioning for Harry to continue inside.

With once last scowl, Harry moved forward, closing the door behind him. He paused. It took him a second to adjust to the light.

The room was very grand indeed and completely different in comparison to the hallways outside.

By the large, full-length windows, a man stood behind an elegant desk, his back turned to Harry.

"Sit," was all the man said, as he stayed in his position facing the window.

Harry moved across the room to the large chair on the near side of the desk, waiting for the man in front of him to speak.


The Avengers were gathered around the hologram, watching the last scene at the power grid. They watched as the scene changed to the clock tower.

A camera on the outside of the building had captured a blur flying past, followed by a red and blue flash that the Avengers could only assume to be Spiderman and the Green Goblin.

Off camera, the Avengers heard the menacing laughs of Harry, and what was being said, or rather, shouted by Spiderman.

"Harry, stop this right now! This isn't you, Harry, this is not you!" The Avengers heard desperate pleas from Spiderman, as he was clearly unable to reach the Goblin on his glider from the top of the clock tower. "Harry, put her down!"

The video changed to a camera on the inside of the tower. The audio was a lot easier for the Avengers to hear.

"Harry, this is between you and me. You wanna fight? Fight me! Let her go!" Spiderman continued to shout.

"NO!" The Avengers heard Spidey scream. The scene was quiet before he and the young, blonde girl crashed through the window. The Avengers were clearly able to see that Spiderman had taken the brunt of the fall in order to keep the girl as safe from harm as possible.

"You okay?" Spiderman panted, holding her close to him.

The relief that the two were safe was short lived, as a small orange bomb landed. It beeped beside them, inches away from their bodies

Spiderman twisted again to shield Gwen from the destructive blast of the bomb. It exploded with a loud boom.

"I got you Gwen. I'm going to put you down right here." Spidey carefully put the girl down in order to be able to protect her more easily.

Spiderman quickly jumped back onto a wall as he used his webs to try and slow Harry down. Harry's glider slowed as he wove through the webs.

Spidey jumped onto Harry's back, trying to ground Harry to make him easier to fight. Spiderman used the speed and power of the web lines to kick Harry from the glider, knocking him onto a platform.

However, with the glider not being in control anymore, it dropped, and the Avengers saw it destroy the safe spot where Gwen was trying, and failing, to make it to a safer spot, farther away from the fight.

The Avengers stayed quiet as Gwen fell and Spiderman, acting quickly, fired a web and desperately to pull her to safety.

Harry jumped on Spiderman when he was vulnerable, pinning his body and arm to the surface of the gear, while Harry used his arms to try and stab Spidey, who was holding onto the web with all his strength.

Gwen screamed as Peter fought for both of their lives. Using his free hand, Spidey pushed Harry's head back. Harry used his hand to drag Peter's off, and push it to his side, pinning it in place like his other arm. Spiderman, having no hands to use, head butted Harry. While the Goblin was stunned Spidey shot the hand with the knife in it with his webs, sticking it in place.

Harry used his other hand to grab Spiderman's throat and started squeezing tightly. Spiderman used his surroundings to his advantage. He used another web line, and fired it through the gears surrounding them, wrapping it around Harry's neck.

As the gears moved, Harry's head was pulled back farther and farther, making it harder from him to fight.

The web which Peter was holding desperately onto, the web that was Gwen's lifeline, was caught between the gears as well.

Peter, while still being pinned by Harry's weight, and still having his free hand around Harry's neck, used his foot to keep the gears from turning, and slicing the webbing in two, the only thing keeping Gwen alive.

The Avengers watched as he struggled with everything going on. The gears continually strained to turn, but amazingly, Peter held his ground, allowing his foot to be crushed between the gears.

"Peter!" Gwen shouted. Suddenly, the pressure was too much, and the gears snapped, cutting Gwen's lifeline. She gasped as she began to fall.

Harry was pulled back by the force and slammed hard against the wall. The gears tumbled towards the ground, along with Gwen. Peter wasted no time as he jumped, slicing through the air and fired a bio-cable to save her.

The cameras caught everything as he held onto a pipe, and the web stretched too far. The Avengers watched, horror-struck, at the horrible tragedy as Gwen's lifeless form swung just a few inches from the ground.

The Avengers saw Spiderman fall, landing beside her side seconds later. Surprised and in some shock Spiderman removed his mask revealing Peter's horrified, dirty face. He wordlessly approached her still body, eyes wide with dread.

The Avengers said nothing and never let their eyes leave the screen, although a few winced at the scene. Steve had a look of sadness and empathy in his eyes as he continued to watch.

"Hey," Peter said, barely above a whisper, as he limped towards her and held her in his arms.

His breathing began to quicken as the unthinkable flashed through his mind. Peter cut the web, and sat down with her on the ground, ignoring the debris and broken glass as he tried to wake her.

"Hey," He whispered again, before his voice became louder and more panicked. "Hey! Gwen? Hey!" Peter's voice broke as he gently moved her onto his lap. "Breathe! Hey, hey," Peter softly spoke as he moved his hand to her face.

"You okay?" he breathed quietly. Peter began to cry, shakily brushing hair from Gwen's face. Her face was becoming cold and pale. "Stay with me!" Peter repeated as he tried to hold back tears. "You stay with me," Peter ordered. Deep inside, though, he knew it was pointless. She was gone.

"Gwen," Peter said, as he saw the slow trickle of blood from her nose run down her face. "GWEN! No…Please, plea-" Peter's pleas were cut off as he began to cry for the girl he had tried desperately to save. "Please! I can't do this-" Peter rested his forehead on Gwen's as he rocked back and forth with her in his arms.

Steve quickly cleared his throat and turned the video off, trying to regain his composure.

"I- I can't watch anymore of that!" Steve said. He rubbed his eyes when the lights began to brighten.

As the Avengers sat in silence, a voice from above stirred them from their thoughts.

"Sir, might now be a good time to disturb you?" Jarvis asked.

"Yeah. What is it?" Tony sighed in annoyance. He wanted time to think about what he had just seen.

"Well Sir, it appears young Mr. Parker has awakened," Jarvis said, which made each of the Avengers jump to their feet.

"Why didn't you tell me sooner?!" Tony yelled as they each ran to the elevator.

"You requested that I not disturb you with anything until you had finished watching your video," Jarvis answered. Tony groaned

As the Avengers impatiently waited for the elevator to reach the medical floor, they all had only one thing on their minds: Peter.


Sorry guys, this was going to be longer but these past few weeks have been crazy and I just wanted to get an update out there!

I LOVE all your reviews and looking back and reading all of them has made me push myself to write the end of this chapter, hopefully another update soon!

Thank you to all the guest reviewers as well, I love them all!