Peter woke with a start; running a hand over his face as whatever dream he was having faded into the back of his mind. His body ached - his arms felt like they weighed a ton each. He had pushed himself to far last night with what little sleep he allowed himself.

His bedside alarm went off a minute later causing him to groan. Class was in an hour and he needed a shower in the worst kind of way. He couldn't remember the last time he'd bothered.

Pulling himself to his feet Peter moved to the small unkept bathroom in his apartment; turning on the shower and removing his clothes quickly. Once he stood under the lukewarm water he grabbed the single bottle of multiple use soap - hesitating for a moment before he squeezed some into his palm and began lathering his body and his hair.

X

He stepped out into the hallway a few minutes later feeling more normal than he had in a while. He glanced towards the stairwell. If he was going to make it to class on time he needed to get to the rooftop and swing to ESU.

Gwen stepped out of her apartment door then - sliding her key in the lock as she glanced over at him; surprise on her pretty face. She wore a simple teal sundress; a white camisole draped over her arm for the cool spring air that awaited. Peter was taken back at her beauty - even if things were over between them there was no denying how beautiful she truly was. lol

Inside and out.

He felt a pang of grief in his chest.

"Where the hell have you been." Gwen asked suddenly; causing his eyes to narrow. "Busy." Was all he had in answer - he didn't have to explain himself to Gwen. She wanted a life full of fun and partying and he needed to be responsible and take control of his destiny.

It was over between them.

"I haven't seen you in weeks, Peter. Some riots break out and you disappear like I meant nothing to you."

"It was never about you, Gwen. I told you that. I have a responsibility…"

"My dad died, Peter. He was shot dead in the street and you didn't call or come to the funeral or anything. I thought I meant…" Her voice broke with emotion as she pulled the few text books she held closer to her chest; letting her blue eyes fall before anymore tears could follow. "I thought I meant more to you."

Peter could only stare at her. "I'm sorry about your dad. Captain Stacy was a good man. I've just been busy trying to keep this city from burning down. I can't be the care free boyfriend you're looking for - I have to be better than that."

Gwen glared at him; "You're such a self righteous asshole!" She snapped; locking her door and storming off towards the stairwell. Peter followed her; grabbing her arm to turn her attention back to him.

"I'm doing what I have to do for this city, Gwen." How could he make her see that this was his calling - that this was bigger than them. "Where was Spider-Man when someone put a bullet in my dads chest!" She yelled, shoving him away from her. "You're such a hero - saving lives! Why didn't you save my dad!"

Peter lifted his arm to block her assault; tears streaking her cheeks as she attacked him. He grabbed her arm as she swung again; glaring at her as he held her in place.

"I was cleaning up the mess YOU caused."

Gwen was taken back by his words. He let her arm go as she stared at him as if she were seeing a monster. "Fuck you, Peter." She muttered; turning her back to him as she disappearing down the stairs quickly.

Peter sighed; running a hand over his face. The ache in his chest grew tighter.

X

It was another two days before Peter found himself landing on the fire escape of his apartment building. He went to school; turned in mediocre pictures of himself as Spider-Man to Jameson and spent the rest of his time gathering up bad guys and helping the good ones.

His eyes wandered towards Gwen's window; the blinds drawn tightly. How had he managed to fuck everything up with her? This was a new record. Just because they had one wild night together where he neglected his duties as Spider-Man didn't mean she was a bad influence. She had goals and dreams and she had loved him; fiercely.

Key word had. Gwen would never forgive him for saying that being Spider-Man was more important than her or for abandoning her when her father was killed in cold blood.

There was no hope for him now.

With a sigh Peter lifted the window on the backside of his apartment and climbed inside; pulling his mask off as his eyes fell to Gwen; sitting cross legged on his bed holding the small black box with his aunts necklace inside. Her blond hair was unruly around her face; bright eyes watching him carefully as he closed the space between them.

All he wanted to do was lay her back on his bed and make love to her until neither of them remembered why they were mad. He watched her uncross her legs and climb to her feet; standing a few inches shorter than him as she handed the box over.

"I didn't want to miss you, again." She assured; unable to move as his eyes held her - his heart silently pleading with her to forgive him for being an asshole.

Peter opened the box carefully, looking up at her confused as he pulled two hundred dollars out. Aunt May's necklace was pristine below the money. "I sold the dress. That's what I got for it. There's some more stuff on the dresser… some clothes, a pair of sunglasses you left at my place. I just wanted to make sure you got that." She nodded to the necklace; "I know how much it means to you."

Gwen turned to leave only to have Peter throw the box with May's necklace on the bed carelessly and grab her arm; turning her back to him. "I'm sorry Gwen… for what I said. I love you. I.. can't quit being Spider-Man but nothing is more important to me than you."

She looked up at him slowly; dark lashes fanning out over blue eyes. There was no anger or pain behind those bright hues. Just emptiness. It terrified him.

"I never would have made you choose me over being Spider-Man. I would never take that away from you…. but when my dad was killed.. I needed you Peter. Not Spider-Man. My whole world fell apart and you disappeared. My heart shattered into a million pieces and you were nowhere to be found. I can't come back from that."

"Gwen… I'm sorry. I was across town breaking up a riot. There's no way I could have got there in time. You know I would have saved him if I could have."

"I know." Was all she said as she turned to leave again.

"Gwen! I love you!" Peter pleaded as she stopped at his door; turning her head slightly but keeping her eyes cast down. "I know you do, but not enough. My feelings for you died with my father Peter. I'm sorry."

Peter could only watch her go; shutting his door gently and leaving him alone and broken. The emotions that she lacked seemed to overwhelm him now; heartache and pain swelling inside of him as the darkness took over. He turned to the dresser and took the box filled with his belongings; pulling a shirt out and bringing it to his face. It smelled like Gwen; the expensive detergent she insisted on using.

Her smile lit up his mind; the way her hair fell from her messy bun as she turned to him in the close quarters of the buildings laundry room. Her body against his - her warmth surrounding him.

A second later Peter threw the box against the wall he shared with Gwen; crushing the cardboard as he jerked his mask back over his face and slipped out the window as quickly as he'd came. A second later he took to the sky - not stopping until he was halfway across town and punching a low level thief repeatedly in the face.

X