{ Peter }

Peter scratches an itch under his web-shooter tucked beneath the layers of his coat. He should be wearing gloves. He's going to catch frostbite sitting out here.

But he has to be ready. Something's going to happen. Simon Marshall's going to make a move and that old guy from the hospital is going to be connected somehow and Julia —

Peter takes a breath.

He'll find her. He just has to be ready.

He shoves his hands back into his pockets, tugging his jacket tighter around him as he watches from the rooftop ledge. Queens is quiet today. A grey haze looms over the city, dropping a silent blanket of white and suffocating the streets below. Peter wouldn't even know miles of towering buildings line the avenues if he hadn't seen them before the winter months hit.

How is it already December?

How has he not found her?

It's been three weeks and —

And nothing.

(Julia — )

(where are you?)

At least the city outside matches his insides.

Peter hears the roar of Mr. Stark's thrusters drawing near, and he doesn't bother turning around nor does he move at all to the mechanical whirring of Mr. Stark's suit as he lands on the rooftop. He hears the suit click open and Mr. Stark steps out onto the snow covered ground with a soft crunch.

Peter watches the city, and waits.

"You know," Mr. Stark calls out, "you shouldn't sit so close to the edge. Someone might do this!" He lunges to push him over, and Peter doesn't move. He doesn't even flinch.

Mr. Stark eyes him warily and sits on the snow-covered ledge next to him. "Man, that's cold," he comments, shifting uncomfortably. "So how long you been brooding out here, huh? Couple hours? Your ears are pink."

Peter watches, and waits.

"You gotta talk to me, kid."

"I don't have to do anything," he snips.

Mr. Stark nods. "Except for stop every bank robber, burglar, rapist, gunman in a twenty block radius."

Peter glances at him.

(he knows about all that?)

"And that's fine," Mr. Stark adds. "You can do that. It's your job. Crime's gone down in the city by thirty-two percent, so that's good…"

(then why doesn't he feel good?)

"But you gotta take care of yourself, kid."

Peter sighs. He knew there was a catch to his idol showing up.

"You gotta eat," he continues. "You gotta go to class."

"I go to school."

"Ah, ah!" Mr. Stark wags a finger at him. "I said class. Showing up to school then ditching to fight bad guys doesn't count."

Peter hangs his head. There's only one way the Avenger knows about what he's been doing, or how he's been acting lately. "Did May put you up to this?" He asks.

"She's worried about you. And she's not the only one."

Peter looks up at Mr. Stark who shrugs a little, and guilt seeps into Peter's stomach for making even the seasoned Avenger worry about him.

"You gotta let this go," Mr. Stark urges, and there's a softness in his voice that Peter doesn't often hear. "Friday is still searching. You did what you could."

"Then why does it feel like it wasn't enough?" Peter fires back. He still hasn't looked Mr. Stark in the eye, and he doesn't plan to.

(how can he say he's supposed to let this go?)

(he can't let her go, he can't let that guy get away with this, he can't — )

He watches, and waits.

"You know, when I was a kid," Mr. Stark says, pausing to clear his throat, "I participated in the Greendale Elementary School Science Fair."

Peter finally glances over at him.

"Oh, yeah. Big time. I had built this electromagnetic nano-transmitter, it was cutting edge tech, it would revolutionize the industry — No other nine year old had done this, right? So, naturally, I win first place. I go home that night, proud as proud can be, and my dad… he didn't even look twice at me. He saw the blue ribbon in my hand, nodded, and walked out. I did what I could and it wasn't enough." Mr. Stark's head hangs just a little lower, his shoulders just a little smaller, and Peter can hardly believe his hero is his own worst enemy.

"For him," Peter says. The Avenger looks over at him. "It wasn't enough for him, but you felt you did enough. But I don't. I could have done more, there's always something more I can do, and I didn't."

"Like what?" Mr. Stark says.

Peter shakes his head with a scoff.

"Tell me: What else could you have done to get her back?"

"I don't know!" He blurts out. "But he's obviously threatened by me," he mumbles, his voice trailing off. Regret washes over him and he wishes he hadn't said anything, especially when he feels Mr. Stark's gaze boring into him.

"Kid," he says slowly, "what are you talking about?"

Peter stands from the ledge, turning his back on the street, and waits for Mr. Stark to follow suit. He pulls his coat tighter against him as Mr. Stark gets to his feet and joins him. Looking toward the row of buildings across from them, he faces Peter, worry written in his eyes that can be seen even behind his colored glasses.

"Second building, third window from the left," Peter quietly explains. "A man will step into view, pause, and walk away. Every half hour, every hour, every day since the hospital without fail."

Mr. Stark's eyes flit from Peter to the apartment building across the street behind him, and Peter knows he's right. He can see Friday working some kind of thermal heat signature imaging in his glasses. "What is he looking for?"

"Me," Peter answers. "Making sure I'm not breaking routine."

"And pouting out in the cold is penciled into your routine?"

"It's their way of keeping me here and not out there looking for her," he whispers. "And I can't do anything about it or they will kill May and Mr. Carpenter and whoever else they want."

"Then we need to get you out of here. You and May can come to the compound, it doesn't have to be alter ego related, okay? Complete witness protection."

"I can't," Peter pleads, and he hates the way he sounds so helpless but he continues anyway. "Any change in activity, they report it, and pull the trigger. Are you willing to risk that? Risk May? Julia's dad? Don't you get it? There is something bigger than all of us going on here and you want me to go to school?"

"I want you to be safe," Mr. Stark confesses.

Peter shakes his head, backing away from him and taking his seat at the edge of the roof.

"Kid — "

"I don't think we'll ever be safe, Mr. Stark," Peter mumbles. He burrows his hands in his pockets, and returns to watching the streets below.

"Not with that attitude," the Avenger comments.

"Boss," Friday announces from his suit. "Incoming call from Ms. Potts."

Mr. Stark sighs. "Kid, if you need help, even if you don't want it, my door is open." He crunches his way through the snow back over to his suit, and Peter hates them leaving things like this. But he doesn't know what else to do.

"You'll let me know if Friday finds anything?" Peter asks over his shoulder. It's quiet, and the only reason he even knows Mr. Stark is still there is the whirring of his suit.

"And if she does?" He replies.

Peter shrugs. "You know where I'll be." He shifts on the ledge, sniffling away his drippy cold nose, and watches and waits.

{ Julia }

There's movement in the darkness.

Shapes and figures, moving from one place to another —

"Vitals steady and holding."

There's a noise —

Beyond that man's voice —

There are others —

Voices —

Whispers —

Moving in shadows —

If this doesn't work, I swear —

She's strong, this one. Not like the others.

Julia's eyes crack open.

"Holy shit."

"It worked."

"Of course it worked. It's my design."

"Julia… Julia, can you hear me?"

A face is above her and she recognizes it to be one of the doctors she saw before. She reaches to block the light beaming into her eyes but her arm stays at her side. Her whole body trudges with heaviness and she doesn't move and she can't feel anything, she can't even lift her head, it feels like it's made of concrete, and there's an ache in her neck and a weird taste in her mouth and her skin feels too tight like she's too big for her body and —

Her eyes fall shut.

Shit —

"Jonas, she's crashing."

"She needs to move."

"Get her up. Now."

There's another scurry of movement mixed with beeping monitors and —

A stabbing pain in her leg —

Julia cries out, bursting upright —

"Jesus!"

She grabs at her leg, rolling onto her side, and falls to the floor. It takes her eyes a moment to find the syringe in her hand half-filled with adrenaline.

What were you gonna do, Jonas?

It works —

Jump start her or kill her?

Holy shit, she's gonna kill us all —

Julia presses her forehead to the cool floor —

(who is talking?)

What is she doing?

Dear God, what have we done?

(shut up — )

Julia haphazardly pushes herself to her feet and her arms are weaker, more sore than she remembers. She sways as she stands but the momentum of her too large body drags her down and she falls where it leads and stumbles into the wall.

Are these side effects to be expected?

(what is happening — )

Do we help her?

(shut up — )

Julia leans against the wall, keeping her upright, and it cracks under her and she sinks into the broken drywall.

(what the — )

Oh, my God…

She pulls herself away from it and gapes at the hole in the wall —

It works —

She's definitely got strength —

(did she do that — )

She doesn't even know her own strength —

(how did she do that — )

She'll figure it out —

(shut — )

She'll learn —

(up — )

This will change the world —

I'll get everything I wanted —

This poor girl —

(shut up — )

(shut up — )

Julia brings her hands to her ears but the voices continue to talk and they talk about her and they talk and talk and talk and —

There are more.

There are so many more.

There's a white noise, a constant, incessant noise made up of too much noise, too many voices, and she hears someone outside —

No. She sees them. As if by hearing them alone, she sees Simon Marshall screaming at a guard to let him enter —

She sees the man arguing back —

But it's more than that —

Deeper than that —

She hears the doctors' concerns, she hears other guards throughout this place, whatever this place is, she hears a fist fight break out downstairs and she can visualize the opponent's next move and she hears —

She hears everything.

An overwhelming clashing of voices rushing through her head, screaming, yelling, all talking and she hears them, each of them, all of them —

Talk talk talk —

(stop — )

(make it stop — )

(make it stop — )

(someone — )

(please — )

A cool touch slides down her neck, and all voices fade out of existence.

Julia gasps at the silence as if inhaling a breath of fresh air. Relief flows through her as she looks up to find the old man standing above her. He smiles kindly and she looks down at herself. She didn't realize she had sunk to the floor with her knees to her chest.

"You should have turned on the inhibitor prior to her awakening, Doctor Harrow," he comments. Julia looks past him to the doctor who stands with his head in a solemn bow.

"Of course, sir. My mistake. We'll prep the lab." The doctor, Harrow, waves for the others to follow and the three men leave the recovery room, their white lab coats swishing behind them as they exit.

Julia looks back to the older man.

He made it stop. All of them.

"Thank you," she whispers. He smiles and reaches to help her up. She takes his offer and is much more steady on her feet this time. Julia touches her neck and feels a smooth strip of metal imbedded in her skin. She shudders at the coldness of it. But it made the voices stop, and she wishes to thank him again and realization dawns on her that she stands beside a stranger. "Who are you?"

He chuckles. "I suppose we have not been formally introduced, have we, Julia? My name is Silvio. Silvio Manfredi." He flashes her a warm smile and she tries to give him one in return but the action is hollow.

Fear seeps into her stomach. She just broke a wall by leaning on it, she scared those men half to death —

What werethose voices?

"What did you do to me?" She whispers, her eyes welling with tears.

"We made you stronger — "

"I don't feel stronger," she spits through gritted teeth.

He places a hand on her shoulder she immediately wants to swat away but she stays herself. "You will," he says.

Mr. Manfredi turns to the door and saunters out of the room. Julia joins him, not knowing what else to do, and is greeted by Lonnie's chest blocking another hall, showing her to follow Mr. Manfredi.

She stares up at the ridiculously tall man and he dips his head in acklowedgemnet at her. She looks him over, respecting him ever so slightly more than the rest of his cohorts (which is nothing), but he did cause her the least amount of pain at the warehouse. He didn't advance when she held Simon hostage yesterday (at least, she thinks it was yesterday) and now he's helping her find her way through this place.

Julia perks up at the freedom she feels while traveling down a series of dimly lit halls with Mr. Manfredi and Lonnie trailing behind them. She's thankful for the darkness. The recovery room was way too bright, even if they were just normal lights.

She starts to feel more like herself as she walks, gain some of her movement back. When she woke, maybe it's not that she couldn't feel anything at all, maybe she was just feeling too much.

She wonders if Peter still struggles with copious amounts of stimulation or if it's something that wears off.

(Peter — )

(where are you?)

Mr. Manfredi leads them down another corridor. A guard stands outside a door and holds it open for them to pass through. Julia glances at the rifle he holds close to his chest and ignores it as she enters the room. She steps out onto a metal platform overlooking a huge gymnasium, a playground of trampolines, swinging ropes, balance beams, and rock climbing walls all begging to be used.

Julia looks to her side and Mr. Manfredi is already at the bottom of the stairs. She quickly hurries down, something itching inside her to explore the maze of foam padded bars and rubber matted platforms.

"We just have a few tests to run," Mr. Manfredi says. "Doctor Connors, Doctor Harrow, if you will please…"

The men step forward and attach a series of small pads to Julia's skin. She cooperates as they place them on her wrists, biceps, over her heart and spine, all the while Doctor Connors types away on the tablet in his hand. She catches a glimpse of his screen and sees her vitals reading from the pads as he taps each of them on.

"Go ahead," Mr. Manfredi tells her. "Test just how strong you are."

Doctor Connors and Harrow retreat to a viewing room as Julia looks over at the gymnasium. She hears the metallic creak of the door overhead and looks up to the platform where Simon stands watching through one eye.

Julia tries not to smile. A missing eye is a start to what he deserves.

He tried to kill her.

He tried to kill Peter. But Peter —

Peter left her. Practically gave her to Simon. He hasn't come for her, and she's losing hope he's going to.

No one is going to save her.

Julia starts in a jog down the runway.

So she's going to save herself.

Julia pushes herself harder, faster. She runs toward a trampoline and bounces off it, flipping and landing on a padded wall. And she's higher than expected. She pauses for a moment, startled by her fixed position on the smooth surface. She looks at her feet and assures herself she is indeed holding herself there by nothing but herself.

"Awesome," she breathes.

Jula crawls up the wall, reaching the top, and balances on the thin edge with ease. She launches from her feet, jumping to a rope and swings to a set of horizontal bars. She tucks into a flip, releases her hold, and falls to a rung below without so much as a change in heartbeat. Julia quickly throws herself forward and bounding over a huge gap, she tucks herself into a ball — flipping to stretch herself further — and ducks into a roll as she touches the ground and springs to her feet. She runs freely and without care. She leaps over a hurdle, flipping into a roll, and springs over a lower set of bars, another rail, and somersaults onto her feet.

Julia throws herself between two walls and fixes herself there by her feet. It's no wonder Peter was always climbing around the rooftop. She's never had so much fun in all her life. She doesn't even have to think, she just knows. She senses things around her, feels them even if she's not touching them or seeing them.

She casts her glance around the gym and notices a panel suspended above with no way to get to it. Curious, she crawls her way as close as she can and jumps to a rope descending from the ceiling. Julia thrusts herself forwards and backwards, gaining speed, and ignores the fear building inside her is she falls from this height.

Julia takes a breath —

And throws herself to the ceiling —

And —

And she's not going to make it.

She's going to fall —

She's falling —

Falling falling falling —

Fear thuds through her bones —

She clenches her eyes shut —

She —

She grabs hold of something small and tight in her fist —

And she's not falling.

Julia opens her eyes and the floor has stopped rushing toward her. She looks up and, in her hand, a web sticks to the ceiling.

She laughs, relieved, but without any web-shooters and nothing hanging before —

She had to have made it herself.

She willed it into existence —

And she wants to do it again.

Julia climbs the strand of webbing and starts swinging herself back and forth, gaining enough momentum, and with every ounce of trust and confidence she has in herself —

She thrusts herself forward into nothing —

Leaving the webbing behind —

And a new web grows from her fingers

And sticks to the ceiling —

Julia grabs it, slings herself forward, and another web is conjured into her grasp. She smiles at the rush of pride flowing through her as she swings herself across the ceiling until she reaches the edge.

She hangs there for a moment out of breath, and it's not from exerting her abilities, it's the shock of her abilities. None of the doctors warned her of what she would be able to do but once Mr. Manfredi said she would be radioactive, she knew she would be similar to Spider-Man.

(Peter — )

(is it true?)

(do you think I'm better?)

(do you not want me?)

Julia notices the cluster of doctors behind the glass pane talking excitedly with each other, pointing to screens and looking back up to Julia hanging here, while Mr. Manfredi simply stands where she left him, watching her with a knowing smile.

The web in Julia's hand grows longer, like it knew to move before she did, and lowers her to the floor. Mr. Manfredi applauds her as she touches down and walks over to him.

"Stupefacente," he remarks. "Semplicemente stupefacente, giovanotta."

Julia smiles a little, registering some of his common Italian phrases, and tucks her hair behind her ear. "Well, it's not my first time web-slinging," she tells him.

"Very true. That boy was good for something then."

Doctor Harrow and Doctor Connors hustle over to Julia and remove the pads they stuck to her. Mr. Manfredi turns, leaving her in their care, and she can't stop herself from calling out, "Mr. Manfredi?"

"Silvio, giovanotta, Silvio," he tells her, a smile upon his face, and Julia relaxes a little when he turns back to her. "What is it?"

Silvio is the only one who ever tells her anything, these doctors don't speak to her, and she has to know —

"When I first woke up," she says, "when you saw me, I was hearing voices. Hundreds of them. None of them my own… You made it stop."

"Not voices," he corrects. "Thoughts."

Julia blinks a few times.

"To look inside oneself is to find the answer to all," Silvio explains. "When Doctor Marshall brought you to that storage facility, he applied the force he felt necessary to make you compliant. Compliance will always be rewarded, of course, but his actions caused unforseen yet useful effects when the procedure commenced."

Julia thinks back to the warehouse, to the jumper cables surging electricity through her, to the webs she created from nothing. "The electricity altered my DNA into using psionic energy…"

"Doctor Harrow created a variation of ISO-36 alongside Doctor Connors here. Made it stronger, smarter. Once it entered your bloodstream, it saw negatively charged ionic damage in your cells and turned it into a gift. As for the telepathy, this inhibitor implanted along your brain stem blocks or allows wavelengths to travel through to the midbrain."

Julia watches Silvio from the corner of her eye as he brings a finger to the inhibitor along her neck. His touch along the metal sends a shiver down her spine. "You want me to listen in on people's thoughts," she surmises.

"I want you to uncover what has been hidden," he corrects. "You were the missing piece to build the Juvenator and you are the missing piece to getting it back. Undergo the ultimate test of your newfound abilities and locate the Juventor… By any means necessary."

Julia looks at Silvio, and knows what she has to do. She knew what she was getting into when she let them inject her with that serum. She knew she would have to do things that terrify her, she was scared the first time she wore Peter's web-shooters. But after and ever since then, she's never been scared. Not that she doesn't feel fear but she acts in the face of it.

Silvio waves a hand for Simon to approach.

"How do you know I won't just run away?" She asks.

Silvio smiles. "Unlike that boy who left you, you do not seem the type to run from your problems, giovanotta." He looks over his shoulder, and Julia peeks around him to see Simon rolling out a table with a black suit laid upon it. "Or, dare I say, Spider-Woman?"

Julia looks at the suit in awe and lays a gentle hand to the white spider emblem on the chest. "Arachne," she says, remembering the day Peter first called her Spider-Woman. She hated it, and wants nothing about her name to resemble his.

Julia takes the suit from table, something within her deciding to change things. She will learn to navigate her abilities, she will find the Juvenator, and she will bring back the people she's lost because maybe, just maybe, Peter won't leave her this time.

Julia looks between Simon and Silvio. "The name's Arachne," she repeats. "And I'm going to bring them home. For us."

For him.

{ Peter }

Peter emerges from his room and walks into the kitchen, following the low murmur of the morning news. He glances in the living room where May sits on the couch sipping her coffee. "Morning, May," he says, opening the fridge and peering inside.

May nearly spits out her drink. "Oh, my God, you're awake."

Peter shuts the fridge with a smile. "I know, I know. Shocking for me to be voluntarily ready for school and not dragged out of bed."

"And early at that," she replies, checking her watch. "How'd you sleep?"

"Uh, okay, I guess. It was almost too quiet to sleep," he chuckles, thinking back on last night. Nothing was happening in town so Spider-Man turned in for the night.

May reaches for her plate on the coffee table and brings a PopTart to her mouth. "Well, today's a new day."

"Uh-huh, sure — Are those the PopTarts you get to drizzle on your own frosting?" Peter asks, stopping May before she even takes a bite of the pastry.

She looks over at him, her eyes glinting behind her glasses. "Sure are," she says with a smirk. "There's a whole box with your name on it."

"You do love me," Peter whispers, whirling around and opening the cupboards until he finds the delicious pastries. He sets a few in the toaster. "What are your plans for today?" He asks.

May hums as she chews her food, returning her focus to the TV. "Might go down to the shelter over on 75th street."

"Oh, c'mon, not in Woodhaven."

"Why not?"

"Uh…" Peter falters for the right thing to say, not only knowing but seeing some of the shady things that happen in that neighborhood. "Nothing? I don't know, you know, j-just be careful, that's — that's all." He balances on the sides of his feet and looks down at his toes, rubbing the tips of his shoes together. He hears May sets down her plate and stand from the couch.

"Peter, I get it," she tells him, walking into the kitchen. "After Julia, I know how worried you are. But Tony told you he's looking for her, right?"

"Yeah…?"

"Then you know he'll find her." She places a hand on his shoulder and fixes his hair. It's getting long.

The TV changes to a different news anchor, talking about a new story developing, and Peter looks past May to the screen.

"I know these past few weeks haven't been easy for you, for any of us," she continues, "and we all want Julia back as much as you do, but she didn't just disappear. Even if she did, she'll have left a trace. Tony just has to find it. Something's bound to turn up…"

"Uh-huh," Peter mutters absently, his eyes glued to the news as he moves into the living room.

"What?" May turns to watch the TV.

"Breaking news: A case of battery and assault was reported earlier this morning by Queens' very own Chief of Police, Harold Thompson."

"That's Flash's dad," Peter says, recognizing the photo that appears on the screen.

"Oh, no," May breathes.

Peter doesn't quite share her sympathy, not when a dirty cop works for one of the worst people in the city. If anything, he feels bad for Flash.

"Sources say a masked vigilante entered his home in Woodhaven late last night and after a loud conversation was seen fleeing the building. Chief Thompson reports nothing was stolen and is now recovering in the sanctity of his home."

"I'm glad he's okay," May comments.

Peter glances at her. "Woodhaven. Told you."

"Alright, wise guy, get to school."

He laughs as she nudges him, moving to the kitchen with her coffee mug, but he stays fixed in the living room, continuing to watch the news as they release what few details they have on the case. A masked vigilante could be anyone, knowing New York. But Chief Thompson as the victim can't be a coincidence. Peter just doesn't understand how he didn't hear anything during the night. The news anchor did say, though, that it was reported earlier this morning, he must have been asleep and just missed it.

"The investigation is ongoing and we will continue to release updates …"

May blocks the TV. "C'mon, you're gonna be late," she says, corralling him toward the door.

"I'm going, I'm going." Peter grabs his PopTarts from the toaster and smothers them to where there's more frosting than pastry, slips on his backpack, and heads out the door. "Wuv oo, May!" He mumbles through a mouthful of deliciousness.

"Love you more!" She replies. The door closes behind him and Peter hurries downstairs to catch the train.

He makes it to school around his usual time, the hallways already bustling with students and their way-too-early excited shrieks. Peter dodges one of the aeronautical engineer club's remote planes ("Whoa, that's awesome! Nice, guys!") on the way to his locker and shoves his coat inside. He zips open his backpack and replaces the books inside with the ones from his locker he needs for the day.

He misses carrying Julia's books. She's fine to do it on her own but, to be honest, Peter only ever offered just so she would talk to him. She's always so busy and so popular, Peter just wants her to notice him…

Wanted. He wanted her to notice him. And now it's like no one at Midtown Tech even notices she's gone. Peter looks around the hallway. Julia's friends act like she's missing, huddled in a solemn group, Betty sometimes talks about her disappearance but only to update the school news. Peter's just glad he has Ned. He doesn't know what he would do if something happened to —

"Parker!"

Peter nearly drops his entire backpack filled with books. He hugs his school bag and slams his locker shut as he turns to face Flash. "Yup, mm-hmm. That's me. What's up?"

Flash looks him over, and Peter braces himself to be shoved or punched or some sort of physical outburst for merely being alive. "Anything on Julia?" He asks.

"Oh," Peter says, relaxing a little. Flash is the last person Peter would expect to care about her disappearance yet here he is. "Uh, no, but Mr. Stark is looking. He — he's doing everything he can."

"He better…"

Peter moves his backpack to his shoulder. "H-how's your dad?" Flash stares at him. "How — how are you? I saw on the news this morning what happened, I mean, a-are you guys okay?"

"Fine. Why do you care?"

"I — I just, I, uh, w-would it be okay if I stop by later? Maybe? Just to make sure he's, and you're, okay? You know, I — I think Julia'd really appreciate it."

Flash scoffs, raising his shoulders in a shrug. "Whatever," he mumbles. "Just don't be there when I get home. I can't stand the thought of being seen with you outside of school."

"Yeah, yeah, no, of course. Makes sense." Flash rolls his eyes and walks away from Peter. "Alright, good talk!" He calls after him.

"That was the worst conversation I've ever overheard, and I've overheard a lot."

Peter hangs his head for a moment, sighing deeply, and turns to MJ reading a few lockers down from him. "I'd like to see you do better up against Flash."

She claps her book shut. "Easy. Just show him the vine he made in seventh grade."

"Oh, yeah, that was bad."

"Total flop."

"And not a bop," he quotes, MJ saying it with him. They both laugh softly at their classmate's failed attempt to make himself more popular that somehow got buried under everything else. Things were simpler in seventh grade.

The bell chimes, signaling the start of passing period, and Peter looks over his shoulder at the other students packing up their belongings. "Well, I, uh, I better get to class…"

MJ doesn't say anything, just looks down and fiddles with the book in her hands. Peter turns to leave her be. "Hey," she says. He pauses. "I know Flash just asked but… any news on your girlfriend?"

"Do people really think she's my girlfriend?" Peter asks, his heart leaping.

Her brow furrows. "No. I just don't know how to label your relationship."

"Right," he agrees, dismissing the idea. That was stupid.

"I was just hoping to know if she's okay."

Peter smiles a little, folding his arms over his chest. "Does Michelle Jones actually care about someone other than herself?"

And Peter swears she smiles.

"Okay," she sighs.

"Mark it down for the history books, kids!"

"Okay!" She laughs. Peter does too, and drops his teasing. "Yes, I want to know if she's okay."

"Because…?"

MJ purses her lips and doesn't quite meet his eyes. Peter watches her expectantly. He knows what she's about to say, and in a rush, she admits, "I want to know if I'm done covering for her as acting robotics president."

"There it is."

MJ smacks him with his book. "You try juggling that and band and academic decathlon and deal with the crippling depression of our reality and if we are actually living in a simulation so, yeah, I want to know if she's okay!"

Peter rubs his shoulder, laughing. He doesn't think he's ever seen MJ show emotion before let alone know exactly how she's feeling. "No," he tells her. "No news yet. But Mr. Stark might be onto something so, there's that… We can only hope her reappearance leads to easing your burden."

She fights a laugh, but allows a smile to cross her face.

She has a nice smile.

"You'll be fine, MJ," Peter says.

She nods. "So will you."

A grin overcomes Peter. It's not often MJ is there for others but when she's there, she's there. And it's nice to know she's there for him, and that he can be there for her.

The warning bell rings and Peter turns to head to history with MJ but she opens her book and heads in the other direction. "Class is this way, genius!" He shouts.

"Not going, genius!"

"Why?!"

MJ flips him off, continuing on her way, and Peter laughs to himself as he continues on his.

The day goes by pretty quick despite Peter looking forward to getting out of here. In between lectures and note taking, he scribbles out his homework as fast as possible. Lunches, passing periods, and even free period, is spent with Ned completing homework so he doesn't have to do it later. He has a really good feeling about seeing Mr. Thompson later.

He tries not to get ahead of himself, though, hoping he'll have answers or at least tell him what happened at his house, something that could lead back to her.

It has to. It just has to. He doesn't know what he'll do if it doesn't.

There's a tug at Peter's heart every so often: an empty seat next to him in history, a sullen Flash in the cafeteria, a lifeless robotics clique in the lab.

He smiles a little, thinking of the effect Julia has on others, how she's touched everyone's life in some way, none more than his.

The final bell rings, and Peter is the first one to hurry out of the building and leave campus. He rushes through traffic and crosswalks, as if by will alone he can make it to Woodhaven faster than the train. Every so often, he shoots a web and swings himself down the block, careful not to be seen.

He's only been to Flash's house once for decathlon practice but his senses fill in any gap in his memory and direct him to a large house. Peter presses the doorbell and steps back, looking over the well-kept exterior. It's hard to believe someone broke in last night. Not a window is scratched, not a knick on the door. Whoever assaulted Mr. Thompson was welcomed inside.

The door swings open and Peter swallows thickly as the towering officer steps in the doorway. "Peter," Mr. Thompson says, a degree of surprise crossing his features, but it's not a real surprise. It's almost like he expected him. Like he was waiting for him. "What brings you here?" He asks.

"H-hey, Mr. Thompson. May I come in?"

Mr. Thompson wets his lips, thinking for a moment, and opens the door wider and steps out of the way for Peter to enter.

"Thanks," he mumbles, crossing the threshold into the house.

"Flash isn't home, if you're looking for him."

"Oh, no, that's okay, I — "

The door slams shut and Mr. Thompson jerks Peter back. "Whoa!"

He slams Peter to the wall and holds him there. Peter grabs at his hand, ready to fight his way free, but Mr. Thompson doesn't do anything else. Just leans in real close and whispers, "I know you're him."

Peter stares up at him.

There's no way —

He wasn't there —

He was gone —

They took off his mask and he wasn't there —

He couldn't know —

How does he know?

"Julia wouldn't give you up but she said that if we knew who she was, we'd know who you are."

Peter ignores his heart beating its way out of his chest at the mere mention of her name and focuses on Mr. Thompson's face inches from his. "And who am I?" He questions.

Mr. Thompson releases his hold on Peter and steps back. "You're Peter," he huffs. "Not anyone or anything else. I don't work for them anymore."

Peter adjusts his shirt collar so he can breathe and watches Mr. Thompson. "Give me one reason I shouldn't turn you in right now."

"Because she was here," he says, and Peter's heart swells. "Julia. Last night…"

(oh, my God —)

(she's alive — )

(she's alive — )

"I saw how much they were hurting her," Mr. Thompson continues, "using her to get to Spider-Man. As soon as the shield went down, I slipped the Arc Reactor in her pocket and left with the Juvenator."

"You've had it this whole time?" Peter exclaims. "Why didn't you say anything?!"

"I had to keep it safe."

"From who?"

"Simon."

"Oh, and I'm just supposed to believe you're now working against him? I guess things change once you realize your son tried to yeet you out of existence."

"Eugene didn't set off that bomb at the hospital," he replies, a confusion lacing his tone. "I did. You really think my son is capable of something like that?"

Peter's insides twist with guilt. He didn't think Flash was capable when he first heard about it. But he's seen him do some mean things to Julia, he's even been rude to Peter, but he was never bad. Maybe Flash always had good intentions and he really was trying to watch over Julia by getting close to her. It adds up that Mr. Thompson blamed the bombing on him so he didn't blow his cover.

But what kind of father does that?

"So you use your son to cover up your mistakes?" Peter asks.

Mr. Thompson shakes his head. "It wasn't a mistake."

"People died."

"And it would have been a lot more. I was undercover for the NYPD, we've been trying to infiltrate Simon's ring for a while now and I had authorization from the FBI to do what I did. Simon Marshall needs to be stopped, whatever that may be. I gave Julia the Reactor because if the power source and the device were separated I thought it would buy us some time before…" Mr. Thompson stops himself, his voice fading as he's overcome with fear. And that fear spreads to Peter like a poison, settling in his stomach and leaving him queasy.

"Before what?" Peter asks.

Mr. Thompson looks at him."The end."

"Well, that sounds awful."

"But she took it, they did something to her, and I tried to put up a fight but she took it and now Simon has it which means he has it — "

"Who?"

Mr. Thompson shakes his head, turning away from Peter and moving into the living room. Peter follows him through the house. "Mr. Thompson, I need to know. Who has the Juvenator? Is he an old guy? And I mean like really old, like 'should probably already be buried' old?"

Mr. Thompson takes a breath as if finding his resolve, turns to Peter, and nods. "We never said his name, though. Only his code name."

"That's so cool," Peter breathes in awe, then remembers this is actually serious and countless people in the city are relying on him. "What was it?" He asks.

Mr. Thompson looks at him. "His name is — "

A crash pierces through the window —

And Peter rushes Mr. Thompson —

And the pair dive to the floor —

And Peter lays still —

And then the blood starts spilling.