Disclaimer: I do not own Marvel Cinematic Universe.


"That's it? Just an ice cream?" Peter asked as he walked with Gwen down the park, both of them eating ice cream.

"What did you expect? Jewels? Dinner?" Gwen teased as Peter blushed in embarrassment.

"Honestly, I wasn't sure what to expect." Peter admitted.

"Look, as far as we're concerned, small stuff is good." Gwen said.

"Thief! Help!"

Peter turned his head to see a purse snatcher running down the park as a woman and an officer were chasing him down the park, while Gwen was observing the carousel.

"My parents used to bring me to those when I was a kid. But after Mom left, things weren't quite the same." Gwen said, while Peter was looking around, making sure no one was looking at him, while he jumped and webbed a nearby branch and threw it at the thief, knocking him out before he landed back. "Dad's been working his butt off to prove himself better than Spider-Man is. He isn't fond of vigilantes like him or Daredevil, Jessica Jones, Luke Cage or that woman with glowing fist from Chinatown." She turned, noticing Peter observing the officer arresting the thief. "Pete, are you even listening to me?"

"Yeah, yeah, your parents and your Dad not liking Spider-Man and other vigilantes." Peter said quickly. "Sorry, got a little distracted."

"By a thief?" Gwen said before noticing the haunted look in Peter's eyes before she realized her mistake as she held his shoulder. "Gosh, Pete, I'm so sorry. I… I completely forgot about your uncle, that wasn't fair of me."

"No, no, it's… don't worry about it." Peter assured.

"Do you ever wish you'd…" Gwen trailed off as Peter remembered.


Peter was in a deli, buying a bottle of milk, when the cashier noticed that Peter was two cents short of paying.

"I don't have two cents." Peter said.

"If you can't afford your milk, just step aside." The cashier said. "What, Daddy didn't give you enough milk money today?"

"It's just two cents, we're talking about two cents—" Peter protested.

"Just step aside, kid." The cashier said as Peter grumbled in annoyance, taking back his money and about to leave.

Peter turned to see that the man who had been behind him in the line, knocked over some pens, much to the cashier's annoyance as he knelt down to pick them up, when the man took the money from the cash register and threw to Peter the bottle of milk he had tried to buy, while the thief ran off as Peter left.

"Hey! Stop! Somebody stop him!" The cashier yelled as he went out before turning to Peter. "Hey, kid, a little help?"

"Not my problem." Peter said indifferently.


Few streets away, Uncle Ben was walking down the street, when he saw the thief bumping into a woman and dropping a gun on the pavement. Realizing the thief was about to take it, Uncle Ben tried to disarm him and they struggled briefly before a gunshot rang out and Uncle Ben stilled before he fell down, bleeding out as the thief ran off.


Peter had heard the gunshot as he ran to the source of the noise before he stared in shock to see Uncle Ben lying on the ground with a gunshot wound on his chest and bleeding out. Peter knelt down, trying to stop the bleeding as his eyes were getting wet.

"Uncle Ben? Uncle Ben!" Peter sobbed before he started screaming. "Somebody help! Anyone!"

The other people started to assemble as Peter turned to them. "What… what happened?"

"A thief. Some ugly guy with a leather jacket, he and your uncle fought, when he saw the gun and the guy shot him." One of the witnesses explained as Peter realized that it was the same man he had let run away earlier, while she placed her hand on Peter's shoulder as guilt and sadness started to fill him. "I'm sorry, kid."

Peter clenched his fists, fuming in rage that started to choke the grief and guilt. If he had taken action and used his powers with responsibility as Uncle Ben said, this could have been prevented before he noticed the police cruisers on the road as Peter made up his mind.


The thief was hiding in an abandoned warehouse in the docks, when he noticed shadows above and started shooting at the figure on the rafters but he was too fast. Next thing the thief knew, someone slammed him to the window as it shattered. The thief pulled out a knife but Peter, wearing his costume, dodged and kicked the thief towards the window.

"Please, don't kill me! Just give me a chance!" The thief begged.

"And that old guy on the street you shot earlier tonight? Did you give him a chance? Did you?!" Peter demanded as he grabbed the thief by his jacket and pushed him towards the window as it shattered. "Give me a good reason not to drop you. One good reason!" He yelled angrily.

"I… I…" The thief was lost for words, his fear of death now completely taking over as Peter dropped him as the thief screamed.

But as the thief was halfway to falling, suddenly, Peter had this nagging voice at the back of his head, with the words echoing.

'With great power comes great responsibility.'

Peter webbed the thief by his leg, leaving him hanging as he realized that killing the thief would make him no better than the thief before Peter heard the police sirens as Peter swung away.


"Even if I wanted to, with great power comes great responsibility. And I'm not a judge, jury and executioner." Peter said.

"That's… very deep." Gwen said.

"It's what Uncle Ben used to say." Peter explained.

"You really miss him, do you?" Gwen realized.

"Not a day goes by, when I'm not trying to do right by him." Peter said, lost in thoughts.

"Peter, maybe it's just me but it looked to me like if you were about to pounce on that thief yourself." Gwen said as Peter tensed. "Was that about your Uncle? I mean, don't get me wrong, but you're not the type who would as much as throw a punch."

"I actually have hit someone before." Peter said, much to Gwen's surprise. "Let's just say I was trying to do right by someone."

"Did it help at all?" Gwen asked.

"If I'd done it earlier, it would've. The thing is, it made me realize that you shouldn't hesitate to take action when something goes wrong. You shouldn't wait because then it might be too late to fix it and you might not get another chance." Peter said.

Gwen sighed. "Pete, now you sound like the new officers I meet at the precinct. And my Dad tells them that even if they do their best, bad things, things they have no power over, happen, despite their best efforts. Besides, what could a sixteen-year-old boy have done?"

'A lot.' Peter said quietly.

"Maybe we should take your mind off things." Gwen said before turning to the carousel.

"Are you sure you wanna go there? Do you know what happened between the Punisher and Billy Russo there?" Peter reminded.

"Come on, I doubt there's gonna be a bunch of psychopaths with guns waiting for us this time and besides, can you imagine someone smashing your face into a glass and shredding it?" Gwen pointed out as Peter chuckled before they went to the carousel and bought cotton candy as well.


When the sun was setting, Peter and Gwen were leaving the park as Peter noticed Aunt May in a car waiting. "Hey, Peter." She waved.

"I guess that's my cue to leave." Peter said before turning to Gwen.

"I had fun today. Did you?" Gwen said.

"Well, I…" Peter hesitated before Gwen kissed him, much to his shock before she pulled away as Peter stared, blushing and his mind not quite processing what had happened.

"If you haven't had fun after this, maybe we need to do this again soon. See you around, Pete." Gwen said.

Peter, mildly embarrassed, entered Aunt May's car as she smirked. "Well, someone had fun today, did they?" She teased.

"Aunt May, can you please drop it?" Peter begged.

"I wonder what sweet nicknames is Captain's daughter calling—"

"May!" Peter snapped, dropping his face into his hands.

"Come on, Peter, I'm just teasing you. She seems nice. Ned and MJ told me about her." Aunt May said.

"Are you seriously gossiping with my friends?" Peter demanded, mortified.

"It's the daughter of a police captain, so you can't blame—"

"I really am not in a mood for this right now, Aunt May." Peter grumbled, crossing his arms.


Peter and Aunt May entered the house but gasped when they noticed who the uninvited guest was.

"Cocoa isn't cocoa without the marshmallows and you're out, I checked." Toomes said, while sitting on the couch and holding in his hand a mug.

Glaring, Peter grabbed Toomes and pinned him to the wall. "Are you out of your mind?! Breaking into my home?!"

"Careful, kid." Toomes warned as Peter noticed the remote in his hand. "One press and my wings will break through the wall behind you. You might be fast enough to dodge but I doubt your Aunt is."

"What do you want? How is it you're not in prison?" Aunt May demanded.

Toomes smirked. "Let's just say someone bailed me out. And don't worry. I'm not gonna kill you. At least, I won't be the one to do it."

"What are you talking about?" Peter demanded.

"I've made some new friends. And they don't wanna have you in their way." Toomes revealed.

"What friends?" Peter asked.

"The ones you don't wanna cross. Trust me. So here's a fair warning. Stick to those thieves or carjackers or cats stuck on trees or whatever. Cross my friends and I can't guarantee your survival." Toomes said.

"Are you gonna kill me and my family like you threatened to the last time?" Peter demanded as Toomes laughed.

"I see you're still as dull as ever, kid, I told you, I'm not gonna kill you, but I can't vouch for my friends. So, for your own sake, turn a blind eye. Or you're dead. Or you can try and take them on. I know how you like to be the friendly neighborhood Spider-Man." Toomes smirked before he shook Peter off and walked off.

Peter scoffed. "You are so full of crap, you know that? You know what I think? I think that you can't stand that you owe me for saving your daughter's and your life. News flash, that's called 'honor.'"

Toomes smirked. "I told you once, Peter, there's nothing I won't do to protect my family. And helping you won't help them. This is your only warning, kid. Walk away. While you still can."

Peter and Aunt May glared at Toomes's back as he walked out of the house.

"Peter, you're not seriously going to—"

"No." Peter said.

"What if he's leading you into a trap?" Aunt May pointed out.

"I don't know… but what I do know is that I can't just let him walk away." Peter said, pulling out the wrist computer to his Spider-Man suit. "I tagged him with one of my spider-tracers. He should lead me to his friends."

"And what are you gonna do? Take them on?" Aunt May demanded, worried about Peter.

"No. I'll see what are they up to and then figure out a way to take them down." Peter said before he put on his costume and went out, swinging away.


The backstory with Uncle Ben, I used a mix of Raimiverse and TASM version. As for Uncle Ben, I imagined Mitch Pileggi.

Hope you liked the reference to The Flash 2x09. Things are slowly going to build up to the action, but I'm taking it slow right now.

So, what do you guys think about it?

Please review and let me know if you are enjoying this so far and want for me to continue.