"Spider-man!" a five-year-old Franklin Richards exclaimed as Peter entered the room, running over to his idol as he did so.

"Hey little man!" Peter replied, giving the young Richards a swift hug. He needed it, after all his Father had died a little over a year ago in a climactic battle with Dr Doom. Peter had been one of the few to stand with him until the end, holding Mr Fantastic's hand until it went limp. Iron Man and Johnny Storm had been the only other people present at the time.

"What're you doing here?" Franklin asked excitedly, "Shouldn't you be out there beating the crap out of the bad guys?"

"Franklin," a stern-sounding Susan Richards said as she made herself visible to the naked eye. Dressed in her trademark skintight blue Fantastic Four suit, Peter could see the details of a body models would kill for. Even his ex-wife, Mary-Jane had commented on Sue's breathtaking beauty on more than one occasion. "That's not a word you use, right?"

"Yes, mom," Franklin said with a smile. "I meant to say, I'm gonna beat up the bad guys with Spider-man when I'm older."

"No," Sue said as she placed a hand on her son's shoulder. "I thought you wanted to be a doctor?"

"By day!" Franklin said with a smile, "and masked crime-fighter by night! Hee-aww!" he finished as he demonstrated a few mock fighting moves, to both Sue's amusement as well as Peter's. Eventually, his play fighting carried him into the next room.

"He's a smart kid," Peter remarked as he folded his arms across his chest.

"Almost as smart as his father," she replied, with only a hint of a tear in her eyes.

"But he's quick and kind like his mother," Peter said with a nod in Sue's direction. "He's gonna be good at whatever he does," he finished.

"You always know what to say," Sue smiled as she placed a hand on his shoulder. "Don't you?"

"Usually I say to much," Peter remarked wryly as he returned her smile. "Scare the good ones like you off and..." BOOM!The Baxter building collapsed around them. Walls caved in and crumbled. Fire flashed before his eyes and screams echoed from all around.

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"hhhuuurrrkkk...Franklin! Valeria!..." she coughed into the darkness, thinking only about the safety of her children. In the midst of the explosion, she had managed to create a force field around herself that saved her from danger. But she was unable to place one around her children, as she had no idea where they where. "Franklin! Valeria! Spider-man!" she shouted once more into the darkness. She tried to stand, but hit two barriers, one of concrete that was less than a foot from her head. The other was of pain that stabbed through her lower right leg. Finding she could move her arms, she crawled forward, wincing at the pain in her leg as she shouted once more, "Franklin! Valeria! Spider-man!"

"Over here!" a man's voice said to her far left. Although she couldn't see the speaker at all in the pitch-black conditions, she had heard it enough to recognize it as Spider-man's. "Uuunnngggg...you're son's here too..."

"Is he alright!?" she shouted to the unseen vigilante.

"hhhhrrggg...he's fine...out cold, but fine I think and..." Spider-man replied with a grunt from the blackness, "and I'm aaaaggghhh alright, to. How aaaabout you?"

"My...my leg..." she panted as she continued to crawl forwards, towards the sound of his voice. "I put a force field up but...not quick enough..." She felt her arm brush against more concrete, indicating that she had come across a wall.

"Where's John and Ben?" Spider-man asked with a grunt.

"John?" Sue replied, "he had a date tonight...Ben's out with Alicia..."

"Then why the...H-E-double hockey stick did your brother call me and tell me to show up here?" Spider-man said from the darkness, "...an hour ago?"

"Mommy...?" a voice she immediately recognized as Franklin's cried out. "Mommy!? Where are you? Mommy!"

"I'm right here, sweetie!" Sue replied as she quickened her pace along the wall, trying to reach her son and comfort him. "Mommy's coming, honey, just hang on. Mommy's coming!"

"Mommy, I'm scared!" Franklin's voice cried from the utter blackness. "I want Dad!" Her heart began to pound as she heard her son's voice trail off into a series of sobs. She quickened her crawling pace as she felt herself around a corner. She continued to grope until she touched what felt like a squishy pillar.

"That's my leg," Spider-man said with a tiny grunt. "Listen..in my belt's aaa flashlight...centre pocket..can you reach...my arms are otherwise occupied..." Sue did as she was instructed, feeling her way up his leg and to his belt, she padded about with her hand until she reached a round lump. "That's it," he said, "pull it free and it'll light up like a Christmas tree in here. Wincing in pain, she pulled, and a dull orange light filled the small, cramped area, which was less than the size of the average household bathroom. Immediately, she felt herself being embraced by her son, his slender arms reaching around her neck as wet tears sloshed at her neck.

"Baby are you hurt?" she said, doing her best to sound firm for her son, who shook his head.

"I'm okay Mom," he said as she wiped dirt from his face. "I'm scared. I want Dad," he sobbed.

"Baby.." she cooed as she embraced her son once more. "I'm sure he's watching us right now. I...AAAGGHH!" She screamed, as a new bout of pain was unleashed from the wound in her leg. She twisted her head around in time to see fresh blood begin to pour out. Apparently, she had dislodged whatever was clogging it.

"Sue..put your head down," Spider-man grunted from the corner he was crouched in, "I can't get a clear shot with my webbing...I can patch it up..." Once more, she obeyed his command, and seconds later she felt something sticky cover her thigh. "There..." he grunted, "that should keep your insides...inside."

"Thanks.." she said as she raised her head, turning it a little to get a good glimpse of him. Her mouth nearly dropped at the sight of him as she realized he was holding the weight of the entire building on his shoulders.

"Hey," he quipped in a semi-conversational tone, "'sup?"

"Oh my..." she murmered, completely taken back by the sheer amount of force he was pressing upwards, against gravity. Internally, she began to do the math. Concrete alone weighs one hundred and fifty pounds per cubic foot...multiply that by at least nine hundred and you've got...sixty-eight tonnes...

"Yes," Spider-man said with a slight grunt, "it's a little heavy. Now, do either of you have a cell phone?" He finished as dust sprinkled down on all three of them.

"No," Sue replied as she wiped grime off of her face. "No, I set mine down in the other room before.."

"Okay," Spider-man huffed as more dust sprinkled down. "You...you two try and find a way out and hhhhrrrggg!" A loud crack filled the air as the improvised ceiling shifted downwards by half a foot. "...efore the whole damn thing falls on us!" Sue started to twist her body to start towards the small opening, only to find that she wouldn't be able to fit.

"It's to small," she panted, "I can't. Franklin, you're gonna have to..."

"No!" Franklin shouted, "I'm to scared, Mommy."

"Franklin, you've gotta go!" Sue whispered into her son's ear. "Go, get to the surface and find your uncles or a police officer or firefighter. Tell them we're trapped down here, and they'll find us. You're the only one who can fit, baby." Reluctantly, her son nodded before starting to crawl away.

"...wait..." Spider-man grunted, "on the right side of my belt, there's a hand-held scanner. Helps me locate my...spider-tracers. Graaaab it and give it to the police...so they can find us, too." She watched as her only son took the device from Spider-man's belt and crawled away, sobbing as he did so. "He's gonna be fine," Spider-man finished.

"How do you know?" Sue replied.

"He's like a sponge. Absorbing the best qualities of the people around him," Spider-man said as Sue watched him curl his fingers in reflex. "He's got Reed's brains, John's sarcastic and playful nature, Ben's tough skin...he'll be just fine."

"I know..." she said with a half smile. "I dunno if you know this, but he want's to grow up and be just like...just like you."

"You mean he wants to have a messed-up life? Wow you're right, I never knew," Spider-man said with a tilt of his head.

"What part of your life is messed up?" Sue asked questioningly, "famous superhero, loved by all of New York..."

"Unable to keep a stable relationship for more than a month, barely making minimum wage," he replied, "living in a run-down apartment with a landlord who refuses to do any upkeep? Oh yeah, I'm the perfect role model." he quipped as another sprinkle of dust fell, "god, my nose itches."

"Not the time to be making jokes!" Sue hissed.

"Can't think of any time that's better," Spider-man replied, "It's not like we can watch television to pass the time or anything."

"Spider-man I'm..." she began.

"Peter," he interrupted.

"What?" she asked.

"My name's Peter. Pater Parker," he said with a slight chuckle. "There, I'm being serious now, is that what you wanted, Sue? Although, I still say this is the perfect time to crack a few jokes."

"How is this any time to make jokes...Peter?" she asked with a shake of her head.

"Well for starters," he replied, "I'm holding almost seventy tonnes, and the only thing stopping you from bleeding to death is a synthetic substance invented ten years ago by a high school aged kid. And my nose itches, to." She was slightly taken back by his casual tone of voice, particularly when he mentioned the weight, which she could see was taking it's toll on him.

"...here..." she whispered as she formed three force fields into makeshift pillars, doing her best to take some of the weight off of him. "They won't hold the entire weight but they should help, at least."

"Thanks," he replied, "that's a load off my shoulders." She couldn't help but smile at his comeback. In the gathering dark, time held no meaning for the two trapped heroes. Minutes could have been hours for all they knew. All they could do was hope that Franklin had made it to the surface, and that a search party was on it's way. They had to hope, as soon their light would be gone.

"Can I ask you something?" Sue said as the flashlight began to flicker.

"Not much else to do, so ask away," Peter replied.

"Why do you do what you do?" She asked, ignoring the building pain in her leg. "With all the bad publicity you used to get, why did you even bother being a hero?"

"Well..." Peter replied, "because I can't just stand by and do nothing." He said as the light dimmed, "If...if someone's in trouble and I can help...than it's my duty to help. And I figure, if other people see me do it, then they'll follow my lead and stuff."

"Oh," she replied, seconds before a tiny voice called out to them.

"Anybody down here?" the telltale voice of a miniaturized wasp cried out as a tiny fluttering of wings was heard.

"Here!" Sue shouted back, "that you Janet?"

"The one and only," Wasp replied as a tiny yellow blot of light appeared. "You need anything Su...oh my god!" she squeaked, most likely at the sight of Spider-man holding up the roof.

"A BLT with extra cheese and ketchup if you please," he said with a minor grunt. "And a medium Pepsi and fries. No salt. Oh and something to patch her leg on the double."

"On it!" Wasp replied before zipping out of sight, once more leaving them in the dark. Or so they thought.

"mom?" a girl's voice called out from the near blackness. "where are you?"

"Valeria!" Sue shouted, "baby, where are you!"

"It's dark, Mommy!" she shouted back.

"I...I think she's behind me," Peter said, "on the other side of the wall...there's a small gap between the 'ceiling' and 'wall' that I can hear her voice through...can you stand...?" He sputtered.

"I...I...why?" Sue asked as she watched the outline of Peter's muscles twinge and tighten. She got her answer in a primal roar from the hero, who pushed upward with strength that even Ben Grim would struggle with. The ceiling was lifted a good three feet as Spider-man straitened his back.

"Go!" he barked hoarsely, the strain showing in his voice. She obeyed, forgetting about the puncture wound in her leg and moving to retrieve her daughter, who was indeed on the other side of the destroyed wall. Although the act only took mere seconds, to her it seemed like an eternity, knowing that the second Peter let up on his effort even a little, they where all doomed.

"She's free!" Sue shouted as she wrapped her arms around her daughter tightly as Peter let out yet another hoarse shout, and the walls began to move inwards. She shut her eyes and hugged her three year old child tight, sure of their fate.

Yet, nothing.

And when she opened her eyes, she discovered why. Less than two inches from her face was Spider-man's. He was on all fours, directly over her body. The entire weight of the building was now resting on his back.

"'sup?" he said, repeating the words he had said when she first discovered that he was holding everything together.

"how're you..." she began to say.

"Stop..." he cut in, "Listen, I don't think we're all gonna make it out..."

"Don't talk like that," she replied, "we're all gonna be fine. You just have to hold on a little longer."

"No...no you listen," he said as she felt a drop of sweat fall through his mask and onto her face. "When they come, they're gonna come...for you. I...I can't leave because if I do...the whole thing'll fall and kill us all..but there's something I want you to...to do..."

"Anything..." Sue whispered.

"R...reach into my belt...left side," he grunted as she did as he instructed. "There's a flash drive...taaaaake it toooooo 67 Forest Hills, Queens. There's an old woman living by herself there...give it to her and uunnnggg-kkkkaaa!" His scream became mixed with hers as a portion of ceiling gave way, as did something in her other leg.

"Looks...looks like I'm not getting out so easy either..." she gasped as new pain coursed through her body.

"Mom...?" Valeria squeaked.

"Li...listen, honey," she coughed, "I...I want you to be good for your uncles, okay? Be good for your brother and..."

"You're getting out," Peter stated aggressively, "You're gonna be fine. I don't make promises I don't intend to keep."

"Pe...Spider-man, you've done all you can!" Sue pleaded desperately, "just let me say goodbye to my daughter!"

"You're making it out of here!" he shouted back, "I promised Reed I'd look out for you!"

"I...what...?"

"The..the last thing...he said was...'look out for them...please'" Peter said through gritted teeth. "And that's what I intend to do, now...hang...on." She watched as his muscles tightened even more. Concrete began to crack, and her daughter whimpered in fear. Then there was light. Sunlight.

"I found them!" a voice shouted. Sue was unable to see, as her eyes had not yet adjusted to the light. All she was able to do was grope around blindly for the firefighter's hand, which helped her and Valeria up. What came next was a blur. She was placed in an ambulance and taken to the hospital. Valeria and Franklin where allowed to ride with her. Within the hour, her legs where bound and stitched. Dozens of minor cuts had been cleaned and bandaged. But yet, she could only think about the man who risked everything to save her and her children. Just like Reed would have done.

She would have to thank Johnny for trying to play matchmaker later. After she gave Spider-man a hero's reward.

A/N: Wow, this came out a lot different than I originally planned it to, given that it started out with Ultimate versions of Peter and Sue. Hope you enjoyed it!