"Aunt Maaay!" Peter slammed the front door behind him, throwing his bag to the side somewhere and beginning a frenzied search for his aunt. He'd drawn a breath to shout a second time just as she replied.

She came down the stairs in as much of a rush as Peter made to meet her halfway. "What is it sweetheart, are you okay?"

Stopping at the base of the stairs, she took in his wild appearance. She was glad to see him unharmed, even though he smelled of the sewer. His shoulders were slumped from exhaustion, but he was wired; eyes darting back and forth and his hands shaking at his sides. His lips were drawn tight and his eyes were red from tears.

"It's Gwen!" he cried. "I had the worst Spidey-sense tingling ever and I just knew she was in trouble. I ran all the way into town and, and she was fine, but then the subway. She screamed, I smelled blood..." Peter's sentences faded into fragments of thoughts as he went on. "I don't know where she is."

Aunt May's mouth fell open before she gathered him into a hug. He melted in the embrace, falling to his knees and taking her with him. She held him as he trembled, telling him both sternly and soothingly to calm down. Once his breathing evened out she pulled away. She smiled as she wiped a tear off his cheek and smoothed his hair back, but on the inside her heart broke. All it took to bring her great hero to his knees was the taking away of someone he loves.

"It was Tombstone, I know it," he murmured in his cracking voice.

Aunt May frowned. "But why would he want Gwen? He doesn't know who you are, does he?"

Slowly and grimly, Peter shook his head. "No, he would have come after you instead." He shuddered merely at the thought. "There has to be another reason." He closed his eyes and went over everything he knew about the villain, trying to keep himself together as he did.

I know he "died" in an accident at Oscor during the Lizard's attack. He was a biochemist... Like Gwen. Gwen was Connor's intern. She'd practically considered a prodigy around there too... Crap.

"Tombstone's state of body and mind are deteriorating, they have been since I first met him. He's a zombie. Zombies deteriorate, they rot, they eventually lose the twisted bit of consciousness they had. Tombstone knows this. He wants Gwen to fix him."

She gave her nephew a blank stare until it all clicked. "Peter, if she can't..."

Peter gulped. He knew how that thought ended. "I have to save her."

"Not with that cast on your arm, you won't."

"I-I have to do something! You can't-"

"Ben kept his hacksaw in the basement."

Peter blinked. "Seriously?" Had the situation not been so serious, he would have laughed.

"You're not normal anymore Peter, we both know that bone was healed a long time ago."

"Thank you."

Ten minutes later, the cast was off. Aunt May was a nervous wreck while she did it. She did cut Peter's arm just a little bit and couldn't stop apologizing while he pulled the cast away.

Upon seeing his bare arm, the first thing they both did was exclaim, "Ew!" The skin under the cast was pink and wrinkled. It was certainly ew-deserving.

Peter quickly washed it off with warm water, and Aunt May wrapped soft bandages around it. Once she was done, she didn't release Peter's arm, instead telling him to follow her and pulling him along.

He allowed his Aunt to lead him up the stairs and into the spare room. He was more Han anxious to go find Gwen, but Aunt May was doing so much for him, he couldn't refuse her.

She opened a drawer in the sidetable and pulled out a shoebox, setting it on the bed. She silently gestured for Peter to open it.

As soon as he lifted the lid, he teared up. His chest felt tight as he pulled the contents from the box and held him in the light. He drew in an unsteady breath and let it unfold in his hands. Vibrant shades of blue and red reflected the light and silver webbing shined against it.

A Spider-Man suit. His Spider-Man suit, re-imagined and hand sewn by his only close family.

In this suit, the colors were lighter and less dramatic. The slightly raised webbing stood out more, giving it a solid, structured look. The eyes were twice as big and rounder, with white lenses instead of yellow. It all and all, it just looked more friendly. Peter instantly fell in love with the suit, and knew he liked it better than the other.

"Aunt May... I-I don't know..." He didn't bother to finish his thought, pulling her into a sudden hug instead. He enthusiastically gave her a kiss on the head before releasing her to admire the suit again.

She laughed. "I'm glad you like it even though I changed so much. It's the least I could do for you when you've done so much for others."

"It's perfect," he said quietly.

Aunt May pushed the suit toward him. "You don't have any time to waste, go save her."

Peter held the suit close to him and kissed his guardian on the cheek before speeding into his room.

He felt uncomfortable as he slipped into the new suit. He felt like an imposter about to go do another man's job; a little kid playing dress up in his dad's work boots. It had been so long that he had ignored his responsibilities, selfishly leaving others to fill in for him or fend for themselves. It just felt wrong to suit up again only when the people most dear to him had insisted it so.

Peter hesitated by his open window, catching his masked reflection in his sleeping computer monitor. He stood up straighter, clenching his fists around the window's moldings.

"This is who I am though. I have these powers for a reason, and maybe it doesn't always have to be for other people. I'm Spider-Man."

Without another thought, he plunged through the window, swinging into the tree right outside it, and then between lampposts in the dark neighborhood.

I'm coming Gwen.

A/N: So I wrote this three times... Which is part of why it took so long to post. I feel like it's a really important chapter to get right and I still failed it. But whatever. There are probably only three or four more chapters to go, stick with me!