The memory of that night played like a slideshow in his head over and over, as if it were trying to take over his brain. The copper smell of blood filled his nostrils when he found her. The sound of the wind whistling through the crack front door made him look up to see a dark figure running away. Peter tried to stand, to run after it but his legs wouldn't move. He tried over and over but nothing happened.

Looking down, he saw white criss crossing over his feet, holding him in place, next to May's body. Reaching down to rip it off, the white only attached to his hand, turning into a stringy substance.

Spider webs.

The web slowly traveled up his arm and entered into the web shooter that suddenly appeared on his wrist. Peter tried to shake it off but it only came faster, over powering his wrist and traveling up his arm like a snake looking for a place to attack.

Falling to his knees, he opened his mouth to scream but nothing came out. The web, attached at his ankles, traveled up to his stomach before it encircled him, cutting off any air that he had left.

"Why didn't you catch him?" a voice asked.

Peter looked to the side only to find May staring up at him with lifeless eyes.

Peter jolted awake as the sound of sirens filled the air. Listening closely, he noticed that it was a fire truck as well as the ambulance. Sitting up, he glanced at the street below. The emergency response vehicles rushed away to the thick smoke that floated in the sky.

Standing, Peter grabbed his mask, pulling it over his head. He almost shot a web in the direction of the smoke when he froze. A faint voice found his ears.

"We have eyes on the target."

Looking around, he waited for his spider sense to go off but nothing came.

"Spiderman?" A small voice called. Peter stood and rushed to the edge of the building he was currently standing on. Standing below at the mouth of the alley was eleven year old Sarah Smith.

"Dana, all clear."

That's when Peter saw her, a dark haired woman approaching Sarah. To the normal person, she looked like any woman walking down the road but Peter knew better. He watched her closely as her face came into view. He knew that face from somewhere but couldn't place where. He watched as she glanced back at a van that was parked on the corner of the street.

The car was noticeable. It was complete with government plates. Dana walked towards Sarah as if she were just on a stroll through the city but stopped shirt upon reaching the child.

"Are you okay?" She asked as she looked Sarah up and down. Her face flashed before Peter's eyes. It was the same face and same voice that asked him that question a year ago when May died.

She's with Child Protective Services.

Panic set in as Sarah eyed the woman cautiously. "My name is Dana, what's yours?"

Sarah didn't answer as she looked up and down the street.

"Are you lost?" Dana tried again. Sarah shook her head. "Where do you live?" Before the child could speak or point, Peter glanced at the smoke before jumping down and landed between both of them, making them both jump.

"Spiderman!" Sarah shouted before latching herself to him waist. Dana stepped back and eyed Peter with uncertainty.

"Can I help you?" Peter asked the woman.

Looking back at the car, Peter noticed two men hop out and start to make their way over. Dana looked between both of the children. Squaring her shoulders she sent a glare towards the boy in red.

"Yes, this is a missing child and I am to return her to her home."

Peter let out a snort before shaking his head. "No can do."

"Young man, you are already wanted by the police-"

"For what?" Peter interrupted. "For helping children?"

"That is what I'm trying to do. She has a family that miss her."

"They miss beating on her."

Dana bristled at that. "You have-"

"I suggest you leave and take your friends with you." Peter said in a dark tone. The two men finally reached them, with one having a phone placed to his ear. No doubt calling the police.

"Mr. Man, you are under arrest for kidnapping and child endangerment." One of the men said firmly. Shaking his head, Peter squatted down and allowed Sarah to climb on his back.

"I'm going to give you one last chance to leave." All three looked at each other before one of the men spoke.

"Not without the children."

Sighing, Peter told Sarah to hold on tight as he shot webs at the men. They tried ducking out of the way but the sticky white string wrapped around their legs, causing them to fall. Dana ran toward the multiple police cars that suddenly appeared.

Shooting at them, Peter watched as his webs smacked a couple cops doors, preventing them from getting out. He would have gone for his usual monologue but the child clenching to his neck prevented him from doing so.

His spider sense flared up just as Sarah screamed in his ear. "Spiderman, look out!"

Peter turned just in time to see a red laser pointed right at him. Shooting a web to the sky, he swung away just as a bullet hit the sidewalk where they were just standing.

"Shit!" Peter shouted over the screaming of his human backpack. Not taking any chances, he swung away from the line of cops and S.W.A.T vehicles that were coming up the road.

"Hold on, Sarah!" Peter yelled as he took them into the air again, only much higher than last time. Eventually the sound of sirens disappeared and the only sound that was left was the sound of Sarah's crying.

Peter landed in the alley on the other side of town and let Sarah slide off his back. Turning, he immediately made sure she was okay. Besides crying, she was unharmed.

"What the hell?!" Peter shouted causing her to jump. "Sarah, you know your supposed to stay hidden."

She gave him a hiccupped cry before looking down at her feet. "I'm... sorry. I..was l..looking for you."

Peter took a deep breath, before lowering his voice, speaking in a softer tone. "It's okay. Uh..what do you need?"

"It's mommy's birthday and I wanted to go see her."

With that one sentence, Peter suddenly felt like a jerk. Her mother, died of cancer and was currently buried in the cemetery. Running a hand over his mask, Peter looked to the sky.

"Please Spiderman, I promise I'll be good. I just really want to see mommy."

"What about your brothers?" Peter asked, trying to figure out how he was going to sneak three kids into the cemetery without getting caught.

"They don't want to go, but I do." Sarah exclaimed as she looked up at the masked boy. Sad puppy dog eyes met his. Her bottom lip poked out pulling at Peter's heartstrings.

"Okay, I'll make you a deal."

The little girl nodded and gave him her undivided attention. "I will take you, but when we get back you have to promise to stay hidden. No more wandering the streets looking for me. It's not safe."

She nodded vigorously. "I mean it Sarah," Peter said using the voice his Uncle Ben used before. "Do you want to go back to the foster home?"

She shook her head no. "Cause that's what might have happened if you went with that lady. She was going to take you back. You need to be more careful."

Hearing the firmness in his voice, Sarah lower her head and nodded. Releasing a sigh, he got down to her height, forcing eye contact. When she looked at him he continued in a softer tone.

"I don't want to see you get hurt, okay. Promise me."

"I promise."

Peter nodded but before he could stand small arms wrapped around his neck.

"Thank you."

"You're welcome kid. Now let's go. We need to get back to the others."

"What about mommy?"

"I'll come and get you tonight when everything is calmer." Sarah nodded and held up her pinky.

"Pinky swear?"

Latching his small finger onto her, he nodded. "Pinky swear."

And true to his word, later that night, Peter and Sarah stood in front of the girl's mother's grave. Sarah sat down on the ground but the headstone and proceed to talk.

"Hi Mommy. It's me, Sarah. I'm good. I live in a tunnel now. Spiderman helps us out a lot. Did I tell you about the time I drew a picture for you-"

Peter tuned the girl out as his eyes roamed the area, looking for any threats but finding none. But he did see the tree. The same tree he stood under a year ago. The same tree that kept dripping water on him as he watched the coffin be lowered into the ground. The same tree that sat next May's grave.

Glancing down at the girl, he almost told her to stay but saw she was preoccupied. Looking around once more, he walked over slowly. Unlike the headstones that surrounded, May's was still fairly new looking. Her name was etched neatly on the face and the hole that was once just a pile of dirt, now sat a lump of grass. Reminding all that looked at it, that it was new.

Peter's eyes burned as he tried to blink away the tears. But that wasn't what caught his eye. It was the white envelope that sat with a bouquet of flowers at the base of the headstone.

Peter had been visiting his aunt's grave almost every day since she died but this was a first anyone left flowers other than him.

Reaching down, he plucked the envelope and saw May's name written neatly on the face.

Suddenly a tingling sensation erupted on his left side. Looking up, he saw a woman standing in the trees, almost hidden from view.

Even though she was wearing a pair of sunglasses, he knew she was looking at him. Clenching the letter in his hands, he rushed back to Sarah who was still talking.

"Sarah, we have to go now." Peter said frantically as he watched the woman walk towards the. Her brown hair flew in the wind as she started running.

"Now Sarah!"

Hearing the urgency in his voice, Sarah leaned over and kissed the headstone.

"Happy birthday mommy. I miss you."

As the woman got closer, Peter reached down and yanked Sarah up. She gave a shouted in surprise but went willingly.

"Hey you! Stop!" The woman yelled. Peter wasted no time as he ran away.

Once he was close to a building, he shot a web and swung away with Sarah and the letter clenched in his hands.