Disclaimer: I do not own Spider-man. If I did I would have tons of money and this story line would be in the comic series.

Well here is chapter two of my little fanfic. I'd like to thank the two people who took the time to review the first chapter. I hope that number increases by after this chapter.

Chapter 2: Betrayal and Trust

~*~*~* That Night *~*~*~

Peter had saved Mary Jane and according to Harry she thought he was incredible. Peter couldn't help but laugh at Harry. He was obviously afraid that he might be replaced by a guy in spandex. He was going to buy MJ's affection. Poor guy the only way he knew to fix a problem was to dish out the green stuff. That got Peter thinking about that guy from today. Whoever he was Peter knew he would be the one to stop him.

~*~*~* Next Day *~*~*~

Gwen walked down the street not paying attention to anything around her. She kept thinking back to yesterday. She had thoughtlessly broken the promise she made to not use her powers in public. Now she was going to have to leave, just when she was starting to get used to living here. Now she'll have to start the process all over again. Why did fate have to be such a bitch?

On cue fate stepped in and an explosion caught Gwen's attention. It was the Green Goblin and he and Spider-Man were talking. That is until Goblin drugged Spider-Man, Goblin caught him before he fell to the ground. Gwen knew that this was bad news for Spider-Man. Gwen decided she should try and save him.

'I'll go home pack my bags, save Spidey, then blow out of here.'

~*~*~* Later *~*~*~

Peter woke up to the sounds of Green Goblin talking to him.

"Wake up, your not dead. At least not yet."

"What do you want with me?"

"I want to talk to you about a partnership."

"Why?"

"C'mon use your head. We could do great things together"

"No"

"Why? , because you're the hero? Here's a newsflash buddy. Eventually all those people are going to hate you because of idiots like Jameson. Now those 8 million people down their will spend their whole lives lifting those few exceptional people onto their shoulders."

"That's rich"

Peter and Osborne turned towards the voice that was laughing. All they saw was darkness, until a figure stepped forward. It was the girl from yesterday, her face was still covered in shadow by her hat (it's a black bucket hat).

"What's so funny?"

"What you just said. You are so naive to the real world."

"Don't you dare talk to me like that little girl"

"Ouch, that hurt. Tell me goblin, you ever seen Star Wars?"

Goblin didn't answer, he started to charge at her. Peter tried to shoot webbing to stop him but he had been paralyzed by Goblin. He didn't need to worry about the girl though, Goblin had suddenly stopped and was clutching his throat. Peter turned and saw that the girl had her right hand held out as if she were choking someone.

"My favorite part is when Darth Vader chokes that guy without even touching him."

Then Gwen threw Goblin down to the ground and he started to gasp for breath.

"I'm going to tell you what the real world thinks of people like us. They make your life miserable because their afraid of you. They think that if they make you fear them so you won't do the horrible things they think you'll do. If that doesn't work they'll try and beat the fear into you. Now I don't know what kind of cloud you live on that makes you think people like us are praised, but down here we're feared and hated because we're different. Now take your ideals and shove 'em"

Gwen mentally pushed Goblin off into the distance he wouldn't be back for a while. Then she turned towards Spider-Man, he just sat there looking at her. She held her hand out to help him up.

"Are you okay?"

"Fine, I think"

Gwen helped Spider-Man up and turned to leave.

"Wait"

"What? Are you hurt?"

"No. I just want to talk to you."

"About?"

"How can you do…what you do?"

"Listen Peter I don't have a lot of time to"

"How do you know my name?"

"One of my powers is touch telepathy. If I make contact with someone I get flashes. They can be images, feelings, names. When I helped you up your name flashed into my head along with an image of how you got your powers."

"What? Listen whoever you are"

"Gwen"

"Excuse me?"

"Gwen, my name. Gwen Hathaway, I know your worried about me telling someone your real identity but I can assure you that I'll keep your secret. I'm leaving town anyway."

"Why?"

"There are people looking for me. Now that people have seen me use my powers they're sure to find me."

"Who's 'they'?"

"Their bad people that have been after me for the past year."

"How can you be so sure?"

"You want proof?"

"Yes I want proof."

"Come with me"

"How can I be sure that your not taking me into a trap?"

"God, didn't I just save your ass?! What other proof do you need?!"

"Maybe you saved me from Goblin so you could take me down yourself."

"Oh c'mon this is pointless. Look If I'm lying you have the right to kill me okay?"

"Fine"

Peter went over to pick Gwen up so they could get to wherever they were going faster. When he got his arm around her she slapped him.

"Jesus why did you do that?"

"Don't get fresh with me Parker"

"I wasn't, it'll take longer to get to wherever your taking me if you have to walk."

"When did I say we were walking?"

Gwen grabbed Peter's hands, closed her eyes and dropped her head. Peter saw a flash of light and then they were on a different roof top.

"Where are we?"

"Across the street from my apartment. Look over there"

Peter looked into the window and saw five guys in black searching through the apartment. They were obviously looking for something or someone.

"Who are those people?"

"They're from Omega"

"What's Omega and why are they looking for you?"

"It's suppose to be a top secret branch of the Defense Department. Their specialty is psychic warfare. When I was 14 I accidentally lashed out on one of the kids at my high school. My father forbid me to leave my room from then on unless I was with him. I tried to escape but he put special locks on the windows and doors. On my 15th birthday my father being the cynical bastard he is told me he had a special birthday surprise for me."

"Get down"

Peter grabbed Gwen and pulled her to the ground. 'They might have seen us. I've got to get her out of here'. Pulling her up he saw that the guys had left.

"We've got to get you somewhere safer."

"Good idea, how about the moon. I hear it's lovely this time of year."

"Ha ha. I'll take you back to my place it'll be safer there"

"No, eventually they'll figure out that I'm there. Then what?"

"Look I need your help to stop Goblin and even though you hate to admit it you need my help to. We can help each other out."

"How are you going to explain me to your friends?"

"I'll tell them that I met you at school and you need a place to stay."

"You really think that will work?"

"You got a better idea?"

"I could just skip town"

"Like you said eventually they'll figure out your there to."

"So right now this is the only option you've got."

"Fine"

"This time would you let me carry you? By the way how did you get us here before?"

"Astral Projection. All I have to do is mentally picture where I want to go then I just end up there."

"Later on we are sitting down and you are telling me everything."

"Whatever. Let's go I'm tired."