Peter crawled quickly along the tunnels of the sewer system, trying not to think about all the squishy things his hands were touching and trying to calm his racing heart.

His interaction with Nick Fury, the Director of S.H.I.E.L.D, left him shaken up pretty bad.

He knew his spidey-sense would've told him if he was in danger - sometimes even if he was being followed - and it hadn't tingled when talking with the Director; but that didn't stop Peter's paranoia from taking the wheel. He couldn't help but continuously look over his shoulder to see if he could spot anyone trailing him. He wouldn't put it past Fury to send someone to see if they could track his hide-out.

And according to their conversation, Peter would guess that Nick had no idea he was being housed with his Godfather at Oscorp. But the Director definitely wasn't stupid, and could probably tell that Peter was getting help from somewhere. Who else could Peter be talking to when there was no else around? Not to mention the tech he used to fight crime.

Of course Peter was pretty smart himself, and was the one to originally design and create his web-shooters, back when it had only been weeks since he obtained his powers. But once Octavius found out, he helped Peter perfect and furnish his tech (the web fluid was all Peter's brilliant design though). The ear-piece communicator was Ock's idea; this way they could talk to each other without anyone else figuring out who Octavius was. Unless they caught Peter "talking to himself", then they'd definitely knew something was up. That, or think he was just crazy.

Back to the topic though, Peter was almost certain that Nick wouldn't pass off the opportunity to find where he lived. And those agents could be pre~tty sneaky.

Every drop of water or scurrying movement of a bug made Peter's heart race and his eyes skitter around anxiously, looking for any signs of S.H.I.E.L.D agents hiding in the shadows. With paranoia seizing his thoughts, Peter doubled-back numerous times, scurried along walls and shadows, walked through the sewage, and avoided creating any obvious tracks.

It took longer to get the the Basement, but this way Peter could be certain (or at least partially sure) that he wasn't being pursued.

When he finally made it to the small, nearly undetectable entrance, Peter was mentally exhausted and shivering from the cold mixture of water and sewage that soaked his costume. Man did he stink! A shower was his first priority as soon as he got home.

With one last glance back into the dark tunnel, Peter carefully placed the palm of his hands on the surface the concrete wall; he willed his hands to stick, and, using his spider-strength, moved a section of the wall away to reveal another dark tunnel. This one he created not too long after Ock discovered his powers, all under the man's supervision of course. It was the ideal secret entrance because the smooth, slick surface of the sewer wall made it difficult to move; and the slimy surface made it slippery (that is, for those people who couldn't stick to things). It also required a lot more strength to move than your average Joe - it being a thick, solid block of concrete. Not only that, but once scooted back into place, the "door" was near impossible to discern with the naked eye; blending seamlessly into the concrete walls.

Peter scooted the slab of concrete far enough to the side that it gave him just enough room to squeeze through, before he smoothly shut it behind him. Only once the entrance was effectively sealed, did Peter finally begin to feel safe and at ease. He released the breath his pent-up breath and slowly set off down the tunnel.

Gradually, as he walked down it, the darkened tunnel got smaller and smaller, till Peter resorted to crawling on his hands and knees to continue. The space wasn't horribly cramped, and he had plenty of breathing room - or maybe Peter was just comfortable with tight spaces. Either way, he scuttled through the tunnel with casual ease, having gone through the same passage dozens of times before.

Eventually though, Peter came to a halt. Up ahead, his way was blocked by a thin metal vent cover. Crawling closer, he grabbed the cover using his sticky abilities, and pushed it outward. The cover came off with no resistance and Peter was able to scuttle through it, and entered a small, rather enclosed room from high up on the wall.

Still clinging near the ceiling, Peter secured the vent cover back in its rightful place, and then jumped down from the wall and onto the ground in a smooth and silent crouch.

The room, as small as it was, clearly showed that its inhabitants was that of a teenage boy. The bed was a mess of ragged blankets and a flimsy pillow, there were a few stray articles of clothing here and there, but the majority of the clutter consisted of thick science books, a microscope, test tubes, small labeled containers of chemicals and powders, and a few old science goggles and rat eaten lab coats. A small lamp, the only source of light in the room, was turned off for the moment, which left a thick darkness in its absence.

Feeling the safe atmosphere of home, Peter took a deep breath and removed his mask. It was wet and clung to his face; stretching resistently against his skin as he pulled it off. Once free of the material, Peter tossed his mask on the bed and wearily stepped toward the door.

Octavius hadn't talked to him as he navigated the sewers, maybe because he didn't want their precious line to be detected or the link was being attacked by an opposing software- either way, Peter knew his Godfather would want to see him right away, to assess injury and talk over the events that transpired (Octavius could be really protective that way).

The door to his room was similar to the entrance of the tunnel. All Peter had to do was stick to it and slide it to the side. Once it's moved back into place, it seems to blend perfectly into the wall. There were probably a few other rooms like it placed around the lab, created by Norman to house any of his own or Octavius designs or projects that were a bit more sensitive. Osborn must've forgotten about a few of them though, cause Peter's lil knucker hole had yet to be discovered.

Peter moved his "door" and peered outside. Once sure the coast-was-clear, he smoothly closed the door behind him and made his way down a small and narrow hallway leading up to the main room of the lab; called the Big Room by Peter. But, as he approached the Big Room, a flurry of voices reached his keen ears.

"-WANT RESULTS OCTAVIUS!"

"I know Mr. Osborn, but he is slippery. My drones can't keep up with him. Maybe if I had-"

"HAD WHAT? MORE TIME? MORE RESOURCES? EVERYTHING YOU NEED IS HERE. I GROW TIRED OF YOUR EXCUSE OTTO! IF I CAN'T GET THE RESULTS I NEED, THEN MAYBE I'LL CONSIDER PULLING YOU OFF THIS PROJECT!" the voice paused, as if recompose himself.

Peter felt the air in his lungs rush out as he realized it was Norman Osborn. The monster under the bed, the demon in the closet, the guy who made life a piece of dog crap. But he only usually checked up on Octavius every few days. It was odd for him to pop up all of the sudden. Not that popping up was hard, all Osborn had to do was push a button and his face would appear on any screen in the lab.

His threats were a tad too. Octavius was a brilliant scientist, Norman knew this and it was one of the reasons he kept the man locked up; Osborn wouldn't allow this genius to walk out of his company and go off to his competition. It was like some twisted Rapunzel fairy tale - you know, if Mother Gothel owned a company, and Rapunzel was a super smart scientist who had 4 metal tentacles imbedded in the back and watched over a radioactive arachnid teenage boy.

Osborn has been pretty colorful with his threats before, but he never really threatened to take Ock off a project - especially one that was so in depth with the scientists field of genius. This project must've been really important to Norman if he was taking it this far. Peter doubted he'd actually take Ock off of it, but it was still surprising.

Peter hesitated where he was, usually he'd hide out in his room until Norman's "visit" was over. But Peter could be sneaky, and Normy-kins was restricted to watching only on the screens. Surely a little peek wouldn't hurt, it was rare he ever got the chance to see the bane of his existence.

Peter switched from walking, to crawling up the wall, then continued to the Big Room. The voice continued talking.

Normans voice was more composed now. "Octavius, I expect something new about Spider-Man tonight."

"Tonight! But Mr. Osborn-"

"Tonight Otto! It can be a new ability or - more preferably - a weakness. But I want something."

The hall widened and opened up. Peter looked in the room. He saw his Godfather standing in front of the screens, looking shrunk down and feeble. Norman's face was plastered on the screen in front of him, red hair trimmed and slick back, suit smooth, crisp and pressed, and cold blue eyes that made ice seem downright warm - some might've thought of the man as attractive, but Peter couldn't see it. The twisted sneer on the CEO's face certainly didn't pull in his favor.

Peter scowled at the man that made his, and his Godfathers, lives horrible. His hands gripped the corner of the wall a tad hard and the metal there bent under his fingers. For a minute he wished Norman was here, in person, so Peter could give him a taste of his own medicine. But it was brief and fleeting thought. Even if he was here, he definitely wouldn't come unprepared. Besides, Peter couldn't reveal his existence to the man - which was a shame really. It'd be amusing to see Norman's face when he realized Spider-Man had been right under his nose this whole time.

"Yes sir," Otto muttered in response to Norman's statement, and shuffled away from the screen. Norman nodded in satisfaction, then the screen blinked and the man's face was gone.

As soon as his boss was gone, Otto straightened up and glared at the empty screen, muttering colorful profanities under his breath. The atmosphere became safe of Norman's skeptical eyes and disgusted sneer, so Peter crawled out from his hiding spot.

"Man, who peed in his expensive, $200 Cheerios?" he asked, landing behind Otto.

The scientist whirled around, relief and worry clashing on his face. "Peter! I was beginning to worry. How long were you there?"

"Just got here." Peter told him. "Stormin' Normin' is at it again I see."

A look of annoyance flittered over Octavius features. "Very much so." he replied darkly. "I take it you know what he was here for?"

Peter grimaced, "Yeah," he said. "He wants more results for the whole Spider-Man project. Tonight. What do you plan on doing for that?"

Otto huffed, "I'll figure something out. For now, let's discuss what happened earlier." he looked pointedly at Peter. "S.H.I.E.L.D is getting bolder, I see."

"No kidding," the teen agreed, blowing an exasperated puff of air. "I seriously thought he was going to cart me away there for a second."

A frown twitched at the corners of Otto's lips. "Yes, me too." Peter noticed the raw worry in the man's tone. His mouth opened to say something, before it snapped shut again. The teen didn't know what he could say. Meeting Nick Fury was - admittedly - terrifying. It was naive of him to think that he could avoid clashing with S.H.I.E.L.D. Naturally people were going to get curious of the man (or boy) behind the mask. Heck, it was only a matter of time before Peter was unmasked - he was just dreading the day that was going to happen, and was working on making sure that day stayed as far away as possible.

And as hard as it was on Peter, it must've been 5X harder for Octavius. What could his Godfather have done if Nick Fury HAD took him away. Ock would've been forced to watch as his only means of family was taken, with no way of stopping it. Peter hated to think about all the grief he caused his Godfather. But there was nothing he could say to amend for it either.

So the silence between them grew. Peter looked away from his Godfather, and rubbed his shoulders as they sprouted goosebumps from the chilly air. Octavius noticed the boy was shivering and scolded himself for lack of attention. Peter just trudged through at least a mile or two of sewer, he was probably freezing - not to mention Otto could smell him from where he stood.

"You need to take a shower." the scientist told him.

Peter snorted, "Thank you for that. That was nice." he laughed, causing a few chuckles to escape from Otto as well. The atmosphere was light and easy for a minute, before it turned dark again. The conversation they were both avoiding was slowly becoming in impending storm cloud over them. They could practically feel the pressure in the room increase tenfold.

Finally, Otto sighed. "Peter," he started softly.

"I'm not going to stop being Spider-Man." Peter rebutted immediately, looking up at the man with a hard, steely determination. Octavius grimaced in annoyance.

"It would put an end to this madness." Ock pointed out bluntly. "We can improve your skills here, in the lab. You don't need to go out into the city."

"It's not about improving my skills." Peter argued, whirling away so he didn't have to look into the older man's worried (yet fiery) eyes. "I want to help people Octavius. I like helping people."

"Even if they hate you?" Otto burst out in sudden anger, causing Peter to jump back. "Even if they curse and throw things at you? Even if they judge and patronize you every day? Even if they wouldn't even give you a second glance if you needed help?"

Peter was quiet for a minute, staring up at Octavius with wide, surprised eyes. Unable to form a response at first, Peter's eyes flitted away from the older man's as he whispered. "Yes."

"What?"

"Yes, Ock, I would; I will. Because...well, if not me, then who? I mean, one of us has to, right? If everyone is just going to hate each other and ignore it when someone is in trouble, well then I don't want to be like them. If I see someone being mugged in an alleyway, I'm gonna help them. If there's a runaway car about to hit into a group of kids, I will stop it. I don't care if they swear, or throw garbage at me. Cause to me, that's one more person who gets to go home to their family. How is that so bad?" Peter shook his head softly, still unable to meet Ock's eyes. "You know why I do what I do, Octavius. This is more than just some hobby to me."

Octavius huffed, but nodded shortly. "I know, I know." he glared at the ground. "But that doesn't mean I don't worry." Peter shifted uncomfortable. One big downsides to being Spider-Man - worrying his Godfather. Otto already had it rough with Norman, Peter hated being a burden as well. Octavius shouldn't have to deal with his boss's attitude AND constantly worrying and fretting over Peter, and whether or not the boy was bleeding out in some alleyway.

The two fell into an ominous silence. Neither spurred the conversation on, but neither cut it off either. Peter picked at the table he was leaning on broodily, whereas Otto was replaying the conversation he overheard from Nick Fury.

The man scowled thoughtfully. He hated knowing that Fury was starting to zero Peter out. If it was up to Otto, than Peter could do his superhero-schtick without having to deal with the attention from higher-ups that usually came with it. But...there was still something that Fury said that stuck...maybe…

Otto looked over at Peter, who was still picking at the table, and shook his head softly. No, he wouldn't get into that. Not now. He noticed Peter was still shivering, and gently nudged the boy with one of his tentacles.

Peter perked up from the touch.

"Go take a shower." Octavius told him, nodding back toward the hidden corridor.

Peter, thankful for the escape of the silent atmosphere, wordlessly obeyed.

And this is done. I spent a few days editing it, but I don't think it's quite good yet. But now I'm sick of it staying on my screen, so I'm posting it anyway.

Note to Melancholy Sunshine: That one-shot we talked about ("The Element Song" one), I am still writing that. I promise I have not given up on it. ;)

Tell me what you guys thought of this chapter!