Who do you guys think is the protagonist of the story? I intended it to be Noir as the protagonist with Gwen acting as deuteragonist, but I can't help but feel I switched their roles around - Gwen's main plot involves her coming into conflict with S.I.L.K and picking up the pieces left behind by 65-Peter and the Lizard serum. A lot of her chapters - Jessica Jones intro aside - also have more plot developments such as finding out 65-Peter's body is missing, Noir having the serum in his blood, finding out about S.I.L.K's experiments with Mac Gargane and Maxine etc etc. Octavius being revealed as having connections to S.I.L.K also guarantees that she's going to be involved in that as well.

Contrast to that Noir feels sort of...disjointed. His main goal is finding Octavius, but that went into a screeching halt until Gwen ran off to Cap and begged for help on searching. So far many of his segments have a very 'villain of the week' feel: First he got tangled up with Hammerhead, now he's searching for Castle's family (dealing with Felicia and the Hand in the process) and he's going to deal with Bullseye, Castle, Black Cat and Moon Knight later on in addition to some filler villains like Sin Eater, Muse and Jester.

Thing is, he doesn't really have any personal stake in this unlike Gwen who is very much invested in her storyline. There's nothing really stopping him from just deciding not to do any of these things, unlike her who really can't back out now that she's involved. Hell he more or less ran into Maxine at random and killed her without looking deeper on the whole 'Electro' deal.

Likewise, looking at the chapters planned so far it seems like Gwen gets more character development while Noir remains static. Noir started off the fic as a jaded, jerky asshole and he's still one even up to now. Contrast that Gwen starts off as a seemingly infallible and cheerful superhero but as of the latest chapter has become more somber and reflective due to recent events and a lot of her planned segments involve delving into the motivations for her heroics and what she's willing to sacrifice to 'grow up' and keep helping people vs Noir who already received his development in his original miniseries run and instead stays more-or-less the same barring a few concessions.

So what do you guys think? I mean personally speaking I prefer writing Noir to her since I'm better - at least by comparison - with writing douchebags than I am nice guys/gals but I can't deny that Gwen seems to have more plot presence and I may have to make adjustments to accommodate for her supplanting Noir as the intended main protagonist. At the very least I might have to change the title and summary.


"Sorry about this..."

"You already said that."

Gwen looked back at Spider-Man sitting on her couch, his figure almost unnoticeable in the darkness. Her powers gave her a lot of things, but evidently night-vision wasn't one of them. It made doing night runs a bitch sometimes, 'Should've asked Ms. Van Dyne for some extra stuff...' she thought, carefully stepping over the assorted pile of crap at her feet and hoping she didn't stub her toe or step on Murderface. This crap was awkward enough as it was, she didn't need to add any more to it.

She felt her way through the small living room, the dim light of her phone doing little to help her, mentally cursing at Betty at turning their apartment into the trash of the titans. Granted she wasn't exactly a neat freak herself, but the Scream Queen put her to shame when it came to turning shit into a mess.

"Come on, where is it..." She rifled through the cabinets, tossing what sounded suspiciously like a chew toy over her shoulder as she emptied out its contents, 'Why do we even have that? Not like Murderface ever does anything but sit on his ass and sleep...' She shook her head; she needed to focus. As awkward as things were right now sitting in the dark while Pete...while he was almost invisible was worse. She needed a proper flashlight or something.

That and if her dad found out she was alone with a guy in the dark he would have gotten a heart attack, even if she was a kick-ass Superhero.

"Why is it you're doing all this, Spider-Woman? Why do you put on that costume every day?"

"I help people, Cap. Do I need any reason besides that?"

"...Do you need any help?" he asked, voice taking on just a slight tinge of concern as she let out another muffled curse, "I can see pretty well in the dark, I could-"

"No, I got it." she replied, teeth grit in frustration as she opened another drawer. Her dad would have been giving her a lecture right now; something about the value of emergency supplies and always being prepared or some shit like that, "I know I bought a flashlight a few months ago..." She stuck her hand into the dark space and pawed at its corners. She was sure she'd seen Betty use it when she went out as 'Ghost Rider' on Halloween.

"Maybe not, but how long do you think you can do this? You're young, you've still got your entire life ahead of you. You could do much more than putting on a mask and being a vigilante, beating up crooks and Supervillains only to get nothing in return."

"I didn't do this for thanks. If I can stop people from getting hurt and put the bad guys behind bars then that's enough for me."

No flashlight, but she found a couple of fat candles with a nearly empty matchbox, 'Yeesh, did Betty buy these or did the last guys who owned this place forget about em?' Shaking her head, she stood and made her way back to the couch, "Hope candles are fine with you," she said.

"Doesn't bother me. I'm used to the dark."

"Yeah, I can tell." She rolled her eyes, propping both sticks of wax down on the table and quickly lighting one of the three remaining matchsticks. They weren't very tall and she doubted they would last long, but fuck it; it was better than nothing, "Speaking of, you might wanna get out of that trenchcoat of yours. You look kinda like a blob wearing that thing and..."

She was stunned into silence when she found his unmasked face looking past her and staring at the table, the soft candlelight illuminating his features, "Uh..." She blinked. What was she supposed to say? Was he trying to go for a dramatic identity reveal? Did he take it off by accident without realizing? She wasn't really used to being on the receiving end of these things, "I...think you took off more than you intended." She made a gesture in front of her face and forced an awkward smile, "I said trenchcoat, not mask. Big difference."

"Doesn't matter. Apparently this face doesn't belong to me, anyway..." he muttered, Gwen doing her best to hold back a wince at his words. He sounded...tired- no, more than that. He sounded like someone who'd given up, "Why, does it bother you? I can put my mask back on if you don't wanna see my ugly mug-"

"No, no! It's completely fine!" she interrupted, waving her hands in an exaggerated manner, "It's just..."

Just what? What was she supposed to day? 'You look just like my dead best friend who killed himself by ingesting some kind of fucked up serum'? 'Your lip is busted up and that's totally my fault so I don't wanna see it and feel guilty'? She knew he had flashes of Peter's memories, he'd admitted to it right to her face, but she didn't know how far those memories went. Did he just remember turning into the Lizard or were there other things? Did he know about Harry and her? Did he remember anything at all before that night at prom? Was that why he came here?

"Just...?"

"It's just..." She bit her lower lip. She couldn't tell him everything, but a little honesty went a long way, "You...look like an old friend of mine. Peter Parker."

"Perfect..." He brought a hand across his face and frowned, looking up at the ceiling and muttering something she couldn't make out. It would have been so simple if he only remembered the Lizard, but his words earlier still rung in her mind: 'I didn't get jealous just because a friend asked out a girl I liked. I didn't crawl into bed and cry myself to sleep when I got beat up.'

'I didn't turn myself into a goddamn monster!'

She saw him sigh and make to cover his face with the mask before she stopped him, her hand lashing out and grabbing his wrist, "I said you look like him...I didn't say you were him." She let go of his hand, his arm dropping down onto his lap when she backed away, "It's just...I mean the resemblance is weird, sure, but I know he's dead, you know? You're Spider-Man, a Superhero. You're not...

He wasn't Peter.

"Thanks..." He gave her a barely noticeable nod, finally looking her in the eyes. She would've been lying if she said it wasn't unnerving; despite her words it was hard to just pretend he didn't look almost identical save for his injuries.

...One of which she was responsible for.

"So..." She sat next to him, making sure there was enough distance between them to avoid any awkwardness, "Any particular reason you came to visit? And would it have anything to do with that new battle scar you're sporting?" She winced. Maybe it was because her dad always told her to be honest but sometimes she had trouble beating around the bush and just got to the point, "I mean...well, you know."

"I don't, actually." His mouth tugged up in a compressed smile, "I just...I guess I needed someone to talk to. Today's been...well, it's been real bad. Back home dealing with the thugs and wannabe kingpins was easy compared to this."

"Fucked up day, huh? We all have one of those." Her eyes gravitated to his most recent injury and she felt another bubble of guilt well up, the fingers of her left hand shaking before she gripped onto her shorts tightly. She'd lost her temper, that was all on her, but even admitting it didn't do much to make her feel better. Was she pissed at him calling Peter a monster? Yeah, but it didn't excuse it at all. Peter made his choice, and while she mourned him she couldn't put him on a pedestal like Harry did. He was a human being and he made mistakes just like everyone else.

"Are you doing this to help people or is it because you feel guilty for Peter Parker's death? Because that blowhard Jameson smeared you for two years and you want to prove to everyone that you're innocent?"

"I don't care what he thinks about me. I...I put on this mask and go out every day to help people."

"I..." He leaned back and looked at the ceiling, "I dunno...truth be told I probably shouldn't have come here. You look like you're about to go to sleep." He gave a sideward glance at her oversized shirt(one of her dad's) and shorts, "Like I said I don't really know anyone in this madhouse, so I thought...I guess I just wanted to do anything to take my mind off what happened earlier."

"You mean that wound?" she asked again.

"What, this?" He traced a gloved hand through the tear and gave a weak snort, "I've gotten worse ever since I got dropped in this place. Hell, if I remember right when we first met you saved me from dying after little miss lightning bolt cooked most of my chest like barbecue." He shook his head, "I heal fast when I go to sleep so it'll be gone soon enough. Takes more than a fall down the stairs to shake me up."

'A fall down the stairs?' Her brows furrowed together. He was hiding it from her, trying to play it off even though she could still see traces of dried blood at the edges of the cut, "Looks more than something you'd get from tripping."

"We all have accidents." He shrugged, "Like I said it'll heal soon enough-"

"Cut the crap." To his credit he didn't seem put-off by the sudden interruption; more surprised than anything else, "Look, just...I'm not a little girl you have to baby. My dad was a police chief. He didn't come home with gunshots or anything, but I could tell his work really got to him and one thing that pissed me off more than anything is when he'd make some crap up about how it was 'just a long day' or 'he has to file a bunch of reports' or some other shit. You came here to talk, so talk."

'Yeah...big words coming from someone lying right to his face. Spider calling the other spider black, much?'

"If you insist." He sighed again, though she saw what appeared to be a relieved smile before it quickly faded, "I...got into an argument with Spider-Woman. Can't tell you what it's about, mostly cause it barely makes sense to me either. But..." He closed his eyes for a couple of seconds, "I don't even think it was just that. We've never really gotten along; this was just the straw that broke the camel's back, really."

Well...that certainly sounded nicer than 'I hate her and never want to see her again'. She couldn't tell if she was relieved he seemed to be taking it so well or worried because he didn't seem to give much of a shit that she'd punched him right in the face.

'Can't just do nothing.' She stood up and made her way to the bathroom, grabbing a small basin of water and a washcloth before trudging back to the couch, "Face here and keep still," she said, him giving her a confused look in response, "There's blood on the wound and I'm pretty sure you haven't cleaned that thing since you got it. Super healing or not it's better we make sure it's not infected, don't you think?"

He looked like he was about to argue for a second before he eventually nodded, scooting closer to her so she could reach easier. Gwen raised a hand hesitantly, her fingers brushing across a few of the lighter bruises before eventually settling on the wound at his lip. Looking closer it was definitely nastier than she remembered now that there wasn't a torrent of blood to block the injury.

'That's your fault', a voice whispered at the back of her head, 'You were the one who lost your temper.' She grit her teeth, "I know that..." she muttered to herself. Taking a deep breath, she dabbed the cloth into the water before raising it to his face.

He gave a soft hiss as the wet cloth made contact, his head nearly snapping back if not for her other hand holding it steady, "Just hold still." She dabbed the cloth at his mouth gently, his head giving another small shake before he eventually calmed. He didn't seem to be in pain; more shock than anything else. She got the distinct feeling he was used to just covering up his wounds and letting his healing factor fix them on its own.

She was quiet as she cleaned the wound. His flinching eventually stopping and he closed his eyes, leaning into the cloth with a soft breath. She wasn't doing much - just cleaning up the dried bits of blood - but she knew that sometimes that was enough. It didn't do much to assuage the feelings of guilt that she had, but that was about as much as she could expect.

Her thoughts drifted back to Peter despite her best efforts. He was always bullied at school, always being put down even when she or a few others tried to help. Carl King would give him a black eye or Sally Avril would start a new rumor smearing him just because they were both bored that day and he was an 'easy target'. Trips in and out of the principal's office didn't do much and after a while he'd given up hope of ever being able to fight back.

She remembered patching up his wounds, putting make-up on his face to cover the bruises and cuts. Aunt May and Uncle Ben knew he was being bullied, they'd done their best to put a stop to it, but he'd always insisted on the charade regardless. When she'd asked why he always told her it was because he didn't want to worry them, but now she wondered if it wasn't because he didn't want to be pitied. Didn't want to hear one of King's lackeys mocking him for how 'Stacy was more a man than he was'.

"...What do I call you?" she asked, hands lowering as the last traces of blood finally disappeared, "I mean, do I still call you Spider-Man or-"

"Ben...you can call me Ben." He wiped away the final bits of water and mumbled a 'thank you' to her, "It's my middle name. Never used it before, but I figure it's better than who Spider-Woman thinks I am."

Peter Benjamin Parker...sometimes she figured the world just hated her sometimes.

"Do you hate her? Spider-Woman, I mean." Gwen asked, her voice shaky. It was a stupid question; he'd made his feelings clear about her alter-ego ever since she'd taken that gun from him. He didn't like spending time with her, resented being forced to adhere to her own methods and at times he sounded a hair's breath away from just leaving her watch altogether. Sometimes it was a miracle when she could get him to talk without sounding like he'd rather be anywhere else.

"...I don't know. It's complicated." He brought a hand through his hair, releasing an exhausted breath not long after, "She's...what she's doing is admirable. Where I come from it's- no one sticks up for anyone. I told you before, it's much easier to keep your head down and keep to yourself. You stick a hand out it's pretty damn likely someone's gonna cut it off or drag you down with em, but she keeps trying to help people even when they're ungrateful shitheels."

"I'm sensing a 'but' in there."

"Yeah, I guess so," He clicked his tongue, "What she's doing is great, but it's not for me. She wants to live in a world where no one has to die, where the bad guys serve their time and then they try to make up for what they've done. It's dumb, but I can see why she'd want to think it was possible. She's an idealist, and those are a dying breed back where I come from. You either toughed it out on the streets and learned to look out for your own or you got swallowed whole. There ain't much room or heroes."

"Why not?" she asked back, "I mean, the world's not sunshine and rainbows but it's not a post-apocalypse out there. There's government, police and whatever. We're not savages who club each other and take what we want. There are rules and lines we all have to watch out for."

"You really think that?" He scoffed,"If everything worked the way it was vigilantes like me or 'Superheros' like her wouldn't be needed. A criminal tries to extort your business and you call the coppers so they can take care of it no questions asked. No one would need me to bust them out of being sold as prostitutes in some piss-stained subway or her to stop freaks like Vodkalky from throwing cars at them."

"She's just trying to help the police. They can't be everywhere at once, and those Supervillains are something fucking else."

"You don't need to convince me that they're freaks; and I know about freakshows more than most people." he replied, "It's just...she's striving for an ideal, and I can respect that, but she keeps trying to make sure everyone follows how she thinks the world should go. She's so damn convinced that she's right and that anything that goes against that is wrong. Only idiots deal in absolutes, that one thing's always right and the other's always wrong."

"You say that, but you refuse to tell anyone the truth. You keep what really happened with Peter Parker under lock and key and take Jameson's slander even when you can disprove it with a single word. Why?"

"Because this is bigger than me! I'm wearing a mask, I can take whatever shit Jameson or whoever throws at me! But if I release that data...Cap, do you have any idea what would happen to the Parkers? How devastated Ben and May would be once they found out that Peter turned himself into a that..that thing? He's gone, Cap...maybe he's back from the dead or maybe Spider-Man's some guy from another dimension, but he's dead and buried as far as they're concerned and I don't want to dig him up just to fix my reputation."

"So it's better they keep blaming you? That half the city considers you a murderer? This isn't a right or wrong situation, Spider-Woman. Sometimes you just have choose between two shitty situations."

"Killing people's the answer, then?" she asked, her voice taking on a harder edge.

"Not all the time, but neither is keeping every murderous bastard alive and letting them take another life when you can't just slap cuffs on em," he answered, lips dipping into a slight frown, "Some people just take and take and take; they don't care who they crush under their heels or how many lives they ruin just so they can get a little more money or influence. What happens to those people if the system doesn't work?"

"You sound like someone who's seen it with his own eyes..."

"That obvious?" He sighed, "There was this guy...I told you about him before. Called himself Osborn, propped himself up as the king of the crime families back in...back at home. Him and his freakshows had everyone under their thumb: Doctors, mayors, lawyers...you name it, he had everyone. People knew he was the one burning down buildings with people still inside for insurance or killing old men just for speaking out."

"This sounds personal." Her eyes narrowed when he looked away, lips pressed into a thin line. Shelving any hesitation she felt, she put her hand atop his and squeezed gently, "If you don't want to tell me that's fine, but I'm all ears."

"Yeah..." His hand twitched. She wondered for a quick moment whether he would shake her own off but it eventually became still again, "My uncle - more my dad, really - he was an activist. He fought in a war, and he threw away his medals cause he thought getting patted on the back for killing people wasn't something to be proud of. So instead he got on a soapbox, railed against the sweatshops taking advantage of those who couldn't afford any better. He screamed loud enough and eventually people took notice; three of those labor camps got shut down with more on the way."

Gwen felt a sinking feeling in her stomach. He'd mentioned his uncle was dead before...

"Eventually the bastard who owned the place had enough. He sent Osborn and his freakshows to get him. He was out helping a neighbor with some repairs, and when he came back..." He took a deep breath to steady himself, "I'll spare you the details, but lets just say they didn't give him the dignity of a quick death. When I saw him...I thought they let the dogs feed on him, but the truth was even more disgusting than I thought."

"I'm not a kid, you can tell me if you want."

He looked at her silently for a minute before nodding, "Osborn was part of the freakshow as a kid. When he killed his jailers he took the rest of the circus geeks with him; his own personal band of freaks and misfits. Besides his enforces they were his most loyal goons: Kraven the animal tamer, Chameleon the face-changer and finally Adrian Toomes, the Vulture. It doesn't take a genius to know why he was called that."

'Toomes? Is everyone in on this alternate dimension bullshit?' she thought, her thoughts drifting till she caught his last words, "Wait, do you mean he..." She suddenly felt the urge to vomit when he saw his grim nod, "Oh, God..."

"Told you it was disgusting," he said, his smile forced, "I would have preferred it if it was just dogs; at least then he wouldn't have gone out being eaten alive by that freak." She felt his hand shake, "I found him in the warehouse. They just...just left his body there to rot for anyone to find. I didn't believe it at first; it was just a few hours ago that I'd said bye to him and made plans when he came home. Seeing that was...well, I don't have to explain, do I?"

"So..." She swallowed, trying to calm the butterflies in her stomach. She was no stranger to trauma - the disastrous night of prom and her dad being attacked by two Supervillains came to mind - but the thought of someone's dad being eaten alive was something else, "So, that's why you...you know?" Kill people, she wanted to say, but it felt difficult without a mask to cover her face.

"Partly..." he replied, "It's not just that. I told you before about this guy I knew, Urich, ended up being a junkie. Well, he had pictures on Osborn and his little club of freaks. He'd bring them over to him, use it to blackmail the guy out of a few bucks so he can get his next fix. I saw him when I attacked Osborn's office." He shook his head, his expression bitter, "I could have ended it right there, snapped Osborn's neck. Hell the bastard was even goading me to do it, told me that threatening him to stop wouldn't work. Like an idiot I didn't do it and Urich ended up dying."

"What do you mean?"

"Apparently my little show 'inspired' him or something. He was going to blow the whistle, release every file and picture he kept on him to take down Osborn and the rest of his connections. Osborn found out and..." He raised his free hand and mimicked firing a gun, "Found him in his apartment. The body was still warm by the time I got there, and the coppers I called thought he just stiffed his dealer and got shot in a mugging. It was Osborn's fault, of course, so if I just snapped his neck right then-"

"Bullshit."

Ben glared at her for a moment, the expression quickly melting to something calmer, "...You sure about that?"

"I am. Look." She sat up straighter on the seat and turned to face him fully, finally letting go of his hand, "I'm sorry your friend died, I really am, but you can't just use that to justify doing bad things. Bad guys do bad things, that's not something you can control. You do the best you can, that's the only responsibility that you have. You can't blame yourself for your friend's death or what that Osborn guy did."

"You practice that speech in front of a mirror or something?" He rolled his eyes, though the barb lacked any real venom, "Results speak for themselves: Osborn died in the end, and if I just snapped his neck then and there Urich would still be alive. He'd be a hypocrite and a junkie, but at least he'd still be breathing. Maybe it's not my responsibility, but I'm not wrong."

"That's not-"

"Besides, if you wanna talk about responsibility you're better off giving that speech to Spider-Woman."

She blinked, "What...What do you mean?"

"I've seen the Bugle's papers. They called her a murderer, the one who killed your friend Parker. You believe that?" She could only shake her head in a 'no'. She didn't know what to say, "I don't either. I...well, I've seen her and she wouldn't be able to kill someone begging for death, let alone a kid who got in over his head. She's not the one who cost him his life, but still..." He shrugged, "She acts like she is. If I'm not responsible for Osborn killing Urich then she's not responsible for his death."

"...Why are you telling me this?"

"Because you're her friend, at least that's what I have to assume. You seem to know more about her than some random fan." He made a circular gesture with his fingers, "She and I ain't exactly on speaking terms, as you can tell by the little parting gift she gave me." A hand tapped the healing scar on his lip, "I dunno what her relationship with the kid was, but it's obviously weighing on her. She saw my face a couple weeks ago and she was convinced that I was her second chance. That she could use me to make up for something that isn't her fault."

"It's..."

"I get where she's coming from, but trying to dig up dead bodies never gets us anywhere. The kid's death isn't her responsibility. I know he was your friend, but when it comes down to it the only one responsible for our actions is ourselves. We can blame others as much as we want, but we're the one who ends up making the choice. I admit it's tempting just pinning Osborn for everything, but I'm not a dog. Every life I take it's because I'm the one who pulls the trigger."

"I know you think you're responsible for Peter Parker's death, but how long are you going to carry his cross? Are you doing all this because you want to help or because you want to try and assuage your guilt even though it wasn't your fault?"

"Why can't it be both? It doesn't matter, does it? I'm helping people-"

"Are you? Gwen, look at the news: How many people do you think actually stay in jail once you're done webbing them to the wall? Their victims don't stay behind to testify and no matter how much the public's opinion turns around in the eyes of the law you're still a criminal and a vigilante. Any decent lawyer could just use the 'Spider-Woman defense' and let these men and women off with a slap on the wrist."

"That's..." She bit her bottom lip, her hands shaking.

"Sorry, I didn't mean to upset you." He sighed, "I was the one who came here, but I'm insulting your friend. Could we just...change the subject? Something a little lighter to try and take our minds off things."

"Yeah...that's a good idea."She looked down at her lap and away from him.

First Cap and now him. It was so simple at first: She'd freaked out when she first got her powers, but that was quickly replaced by curiosity and a desire to just have fun. Then her dad convinced her to do good in-between the fun and games and after Peter died...she spent half her time dodging the cops and the other half taking down criminals when the police weren't around.

Now even that was being questioned, being taken from her despite how much she tried to hold onto it.

"What were you listening to?" he asked, causing her to look back in confusion, "You know...this thing..." He gestured to her smartphone, the screen showing that it was still paused in the middle of her current song, "Never saw something like this back where I came from."

It was an abrupt change of topic, but she could appreciate it anyway.

"Oh...well, it's a rock song. Band's called Nirvana..." She plugged one of one of the earphones on her left ear, offering him the right one which he accepted reluctantly, "I told you before I was in a band, right?" He nodded, brows furrowed as the song started up again, "I always loved rock music. Some people think it's weird, but fuck em. There's just something about the tunes and beats that gets to me."

"And you call me a 'nerd'." He winced, looking about ready to snap the earphones off when the chorus started, "...How the hell can anyone listen to this? It sounds like a gorilla beating on drums."

"Word you're looking for is rockstar, and if MJ has her way we'll be selling Platinums before we hit 25."

She held back a laugh as the next song started, a loud, metal scream blaring in her ear and nearly causing him to jump off the couch altogether, "Alright, that's enough." She could be cruel, but she wasn't heartless. She pulled the headphones back and turned the music app off, Ben giving a sigh of relief, "I take it rock songs aren't your thing?"

"Guess I'm more a jazz guy. I listen to music to relax, not...whatever the hell that's supposed to do to you."

"Hey, this can be relaxing!" she said, ignoring the raised eyebrow he gave her in response, "No, seriously. Just cause it's loud doesn't mean it's bad. The tune, the rhythm, hell even just the beating of the drums; shit like that. It's why I got into drumming, you know?"

"You told me you were a skin tickler before, though I've never seen you play," he said. Gwen had to resist the urge to ask what the fuck 'skin tickler' meant cause it sounded like a weird innuendo to her, "If you can find fun in it then go at it, I guess. Better than getting high on floor polish."

"Nah, Glory has a strict 'no drugs allowed' clause for band membership. She doesn't want us to burn out and turn to those prima donnas getting coked up on TV all the time. Besides, MJ's enough of a diva for all four of us." She snickered, "Hey, you should go to one of our concerts. I could probably get you a ticket; it's not like we're selling out at Times Square, so another head wouldn't be too much.

"If your music's anything like those songs you had me listen to then I should probably bring earplugs..."

"...Ass."

He laughed, the sound both alien and familiar coming from him. He sounded just like- 'He's not Peter.' She let out a soft breath. Whether he was from another dimension or not he clearly thought he was different; it was unfair for her to use him as an outlet for her guilt...her responsibility.

"...What do you want from me, Cap?"

"Gwen, your gifts are something rare. I'm not saying you're the only Gifted in the world - heck you're probably not the only one in New York - but so many people abuse their abilities or they keep it under wraps because they don't want to stand out. Whatever your intentions you're trying to help people, but what you're doing...it can't last."

"So what do you suggest?"

"I want you to join S.H.I.E.L.D. If not as an agent then at least as a sponsored hero. You can do more good when you're legitimatized and criminals you leave for the police have less of a chance of using 'Assault by a vigilante' as an excuse to just walk out and keep doing the same things they've done before. If you'll just-

"What, throw the Parkers under the bus? Out Peter as the Lizard?"

"Tell the truth. Right now you're a criminal, and any attempt at trying to join S.H.I.E.L.D while you're still considered under questioning will just get laughed at. Once everyone knows you're innocent you can do more, save more, than you can right now."

She still had issues with the way he did things, but whatever problems she had with him were just that: Problems she had with him. Not against Peter, not because of her lingering guilt, just Spider-Man.

They spent the rest of the night just talking, bouncing from one topic to another even when the candles finally faded and the battery of her phone died. There were some things she already knew: He loved science the same way she loved music, loved the discovery that came with solving an equation. Besides that, though, there were some things she definitely didn't expect; like a love of wheatcakes or a passing interest in horror stories like Frankenstein and Jekyll and Hyde.

She told him about herself...well, as best she could given the circumstances. A part of her wanted to tell him, just admit that the costume and his gun was in her backpack a few steps away, but she couldn't. She didn't know if it was fear or just plain old paranoia but she couldn't muster up the courage to admit it.

She felt her eyes drooping after a while, the fatigue of the day's events and constant patrols finally catching up to her. She'd fallen asleep before she knew it, and by the time she woke up the sun was shining through the windows.

"Ben...?" She rubbed her eyes and looked around, but found no one, "Guess he must have left..." She swung her legs over the end of the couch, casting off the blanket draped over her and trudging to the kitchen. She didn't know if the power was back on and she was starving; maybe she could find something to tide her over before she went on her daily patrol and work shift.

It didn't take her long to see the plate of flapjacks sitting on top of the table with a handwritten note next to it. Giving one more look around to make sure she was alone, she picked up the note and began to read.

"Thanks for dealing with me last night. Sorry if I bothered you, but it did help clear my thoughts. Ever since I got to his madhouse it's been one thing after another. I never really got a chance to just sit down and talk to someone."

"Maybe I'll see you again- that is, if it's okay with you. If not then thanks, I appreciate you putting up with me for even one night.

From: 'Ben'

P.S. Good luck with your bodega work. Cooked you a light breakfast to help you get started.

She put down the note and smiled, the gesture bittersweet. She was glad he seemed to find some satisfaction from their rambling, but it didn't change things: He still (sort of) hated Spider-Woman, he still wanted nothing to do with her half the time and she wasn't any closer to figuring out just why he had flashes of Peter's memory and why he had the serum in his bloodstream (even if he was supposedly immune to it).

And of course there was Cap's proposal.

"I...I can't. The Parkers deserve better-"

"So do you, and they deserve the truth, don't you think? Look, I'm not asking you to do this right now, but you can't sit on that data forever. At least talk to the Parkers, get their opinion on it if you want, but you can't just plug your ears and keep going. If you want to help people, sometimes you have to give up some things you might not like."

With a sigh she sat at the table, digging into the doughy bread mindlessly, 'If I want to keep helping people I gotta fuck over the ones I love?' She shook her head. The comics she read never had the hero getting this much shit piled on top of them, that was for damn sure. Why couldn't she just arrest the bad guys and leave the rest to the justice system? It would have been much more simple.

She took a deep breath and lowered the finished plate. She didn't know what to do, but Cap was right about one thing: She needed to talk to Uncle Ben and Aunt May. If she was going to make any decision then she needed to run it by them first.

It was just as much their responsibility as it was hers.


Found a new cover page online :D I'll probably change it eventually, but I wanted everyone to see it first.

Anyway...that convo went on way longer than I intended :/ Had to split the chapter, mostly cause I planned for Noir to have a convo with Bullseye then Castle and the word count would get too bloated for a single chapter considering we reached over 6k without the beginning and ending AN. Black Cat for next chapter, I promise...or at the very least Black Cat lead-up for the next chapter dependent on how long his talks with Castle and Bullseye go.

No story questions for now besides the one in the beginning AN :)Here's a more general one: Is everyone okay with the word count so far? It's hard to find that perfect balance between being too few and too much. Likewise is the update rate alright with everyone? Some people have suggested I slow down and I might do so now that school requirements are coming in.

Also, is everyone okay with the lack of fight scenes? I'm not very good at/don't enjoy writing them so I try to put them off as much I can. I'll be putting some in during the Black Cat arc, so for those longing for the mediocre combat segments can rejoice ;)

Zapper3000380 - Temporary. It's made clear in the chapter that he automatically purges the serum and given the drawbacks that turning Lizard has he'd be absolutely boned if it was permanent.

Master-Xavier - Not sure if she knew beforehand or not since she only called him by name after he took it off. As for the suppressant: Noir's pretty reliant on his spider-sense whether he knows it or not. It didn't say it was dangerous, and considering it pings him whenever someone's lying or even intending something remotely negative he sees no reason not to do it. It's also part of the reason he trusts 'Gwen Stacy' so much - She never registers even a single ping, so he assumes there's nothing wrong with giving out personal details.

As for the compensation, nothing really. Hill likely assumed he'd want money and Noir wouldn't have demanded anything since he doesn't really trust S.H.I.E.L.D and only complied with their demands like the suppressant out of pragmatism. If she succeeded before Gwen came back she would have gotten the antibodies, given him a wad of cash and called it a day.

Selias - Never, because he knows his limits and figures he can't. That and S.H.I.E.L.D may be morally gray but they're the closest thing to an organization of 'Good Guys' in the world due to lack of Avengers.

Krolikson - Hope that misery tastes good for you :[ Anyway, like I said Black Cat next chapter since this got bloated.

Ugh - Still can't log in? Also, not sure about Noir getting more focus since Gwen has equal if not more POV segments than he does and like the beginning AN states she has more character development and plot-importance than Noir due to the 'fish out of water' role he has in the plot.

Red Skull's difficult because, while he's no slouch in combat, his main strength are his resources, planning and control of HYDRA. In a straight-up fight I can see Gwen or even Noir winning whereas if they fight against HYDRA you'd need large leaps to justify S.H.I.E.L.D not immediately swooping in and taking care of it for them given how invested they are in stopping Red Skull...if he even exists in Earth-65.

Besides, I think Matt Murdock and S.I.L.K count as A-list villains at this point and both Gwen and Noir come into conflict with them for their own reasons. I also have another A-list villain planned, but that's a spoiler so I'll keep it secret for now.