Pretty Sinister Chapter 7, a spider-man fanfic

7. Sandman

New York, 2009

"Hey Chris?" Chris looked up from the computer at the front desk. He simply meant to pull up a file requested by Mr. Hammer before he left for the day.

"Yeah Janet?"

"That guy over there...I think it might be a lady, I'm not sure, the one in the coat. They've been staring at the same painting for over an hour."

The museum had its devout admirers of course, but usually when the area was a bit busier, and they were less noticeable. Not that they could actually take a painting off the wall without security alarms going off. Mr. Hammer made sure there was plenty of security when he loaned "his" painting to the Gallery.

"I'll check it out, it's probably just an admirer."

If Janet was feeling uncomfortable with the guest, Chris figured he could at least deduce if they were simple admirers, or creeps. When you wore brown coats like that in the city, anything could be under them. Anything.

So he casually came over, attempting to make an assessment of the individual. The coat combined with the stranger's posture gave a very masculine appearance. However, upon getting within speaking distance, her face was very feminine, skin smooth like carved sandstone.

"Excuse me? Can I help you?" Chris asked. The woman barely moved her head in his direction, acknowledging him for the briefest moment.

"This painting, it's a beautiful sight. The beach, the waves..." She finally responded, although she seemed to be speaking to herself more.

"Ah yes. It is isn't it. One of Mr. Hammer's personal favorites in his collection-"

"It's mine now." She suddenly said.

"Excuse me?"

At around that same time...

Seventeen year old Peter Parker should have been having a study night. He should have been playing warcraft or maybe working a night job.

Two years ago, he would never have believed that he would be swinging around New York, dressed in a red and blue suit, that some affectionately called a onesie. It was a uniform, dammit. Uniform.

Of course, two years ago, he thought Uncle Ben was going to see him graduate. Two years ago, he didn't believe he would be so fixated on money, as they never were, until...

With Ben gone, May was struggling. Still as stubborn as ever, she refused to let Peter get a part time job just to help out. She wanted him to focus on his studies. The overdue bills on the counter put his focus elsewhere.

The opportunity came, though he didn't realize it right then and there, at the museum. Flash had been in the middle of saying:

"Yeah Michaelangelo, How bout I teach you some physics with my fist?"

Only Flash would bully a man long dead but far more relevant than himself. Peter had to bite his lip to keep from laughing. When his peers did, he couldn't help himself, and so the group as a whole got a scathing look from their guide.

Embarrassment left him quickly however. A tall woman, he was sure it was a woman, in a trench coat, had been staring at a painting. An employee had come over to chat, and all seemed normal until the woman in the coat suddenly yelled:

"I said it's MINE now!"

The woman exploded...into a miniature sandstorm, sending the employee sliding, away on their butt. It quickly expanded, the sending anything within it's vicinity flying. The other paintings, had their frames not been practically screwed into the wall, would have spun about the room in a frenzy.

Holy shit, Sandwoman, who would have thought she had a taste for fancy art?

Before Peter could decide to pull out his onesie, the sand flew out the exit, not a grain left in sight. No one was hurt, The employee that was knocked off his feet, stood up and pointed at the wall in shock.

The painting that had been admired by the Sandwoman, was gone.

Several nights later...

Peter had no leads, and there were no reports of any flying sand that day or after. He had a lot more things on his mind, and so he put the incident to the back of his head...

Until Justin Hammer made an announcement on the news.

Justin Hammer was frankly... an asshole. A very rich asshole, who didn't like his stuff being stolen. He had put out a reward for the painting to be returned to him. Say what you will, Hammer was direct. He offered the sum, to civilians and costumed heroes alike. When Peter saw the reward on the TV, he nearly spat our his cereal.

All those zeros, oh lordy.

The thing is, most heroes said no. Spider-Man didn't, because he believed, no, knew who took the painting.

Flint Marko, Sandwoman.

Sounds strange right? Especially the Flint part, who names their daughter Flint? He was pretty sure the name was made up. Unless Sandwoman was actually a Sandman...

But either way, the voice, the powers, it had to be her. He had only encountered the woman a few times, one time had involved a vacuum cleaner...but that definitely wasn't gonna work.

Focus, Peter. Find the trail of sand...

Of course it wasn't so much a trail of sand, as it was just scoping out every derelict building he could. There wasn't too many options...he didn't have connections, unless you counted a failed application for the Fantastic Four.

It was still shocking when he found her surprisingly fast. The derelict, about fifteen stories high, had light emitting from the twelfth floor. Most of the building was boarded up, and it was hard for any regular New Yorker to spot the light, or even care. Unless it was a big light, which usually meant a fire

Peter leapt into a dark window a decent stretch away from the glowing one. He wall-crawled along the ceiling, and into the lit room. Flint was sitting on a sunken couch, just staring at the incredibly expensive painting. Beside the couch was a classic drum barrel fire, like the homeless often had. What May might end up doing, if the home is foreclosed...

That's not gonna happen, I'm not letting that happen.

Spider-Man creeped along in the darkness, till he was right behind Flint. A literal bug on the wall.

Boy, when she sees me she's gonna-

"Go away Spider-Man."

-Chill out?

Flint Marko, The Sandwoman, was leaning forward, arms resting on her thighs, she didn't even turn to him when she said it. Keeping his composure, he leapt in front of her, barring her sight of the painting. "All right tall, dark and granulated, nap times over!"

"Just leave me alone, okay?" Her dismissive, disinterested tone made The Web-Head seize awkwardly for a brief moment.

Okay? Okay??

"Huh? No, this is the part where we fight... isn't it?" No response, besides waving her hand at him, as though shooing away a fly. He had lost his fighting stance, when she still didn't make a move. "You are really not gonna go for a swing?...what's up with you?"

She looked at him for a moment, before returning her gaze to the painting. Something made her decide to humor him.

"That painting-its like, when I look at it... when I was little, I used to imagine bein' on one of those tropical vacations with my folks. Was never gonna happen, but..."

Flint herself wouldn't bother telling the little pest her life story. It wasn't like she was special. Dad was a no show, mom worked, and drank when she didn't. Boo hoo, cry a river and get in line with the other kids. That is what she would tell herself. She opened up to someone once...once. The same person that backstabbed her with the only few people she associated with, that she called a friend.

"That beach with the white sands, lying under perfect blue skies, feelin' that cool breeze, that could be me, my family." She looked at The Web-Slinger, who stood frozen in his stance. She tried to wave him away from her sight. "Aw, I bet you don't understand."

"Maybe I do..." What are you saying Peter, she's a criminal, she stole a paint-oh you don't give a shit anymore do you?

It was true, the fight left him. It could return in a flash, he wasn't that stupid. Flint... she really wasn't in the mood to fight. Her head tilted a little bit toward him at his words, before returning to their original position.

Peter stood there, wondering the next course of action, before deciding to take a seat next to the woman who could form spiked maces from her hands. He couldn't help but wonder where in the hell she had gotten this couch. It wasn't awful, but the way it sank made Peter believe it was going to eat him. It seemed Sandy - that was fitting - was done talking, so he might as well have a go.

"My folks ,they never had much in terms of wealth, so no vacations, but they did their best to take care of me. There is so much I owe them, I would have loved a day at a beach like that." He finished, pointing at the painting. "We did go to the nearby beaches sometimes, did you? Coney Island?"

She nodded. "I went with my mother, my father was not really around. I can't really remember his face either."

They sat quietly together, and Peter just stared at the painting with her. He needed that money, May needed it. Questions be damned but...but...no he couldn't, he wouldn't.

"You know Flint, I can't fight you like this.. so I'm not going to, not over some painting. Listen, you should just return the damn thing. But... whether you do or don't... why not just go to a real beach like that? There are plenty of places, like Hawaii, Mexico, Okinawa... Why not just... go? I'm not going after you just because you're going out to catch some sun. I mean can you even get sunburn?"

She craned her head toward him, looking down at the smaller man.

"Didn't you come here to take it back?" She asked. Flint had been ready for the bug to be a persistent ass. If he tried to take the painting, she would have lost it, but he didn't. "I know there's a reward for it, the bastard plastered it over every screen in New York."

Spider-Man actually looked down at his lap in shame, rubbing his gloved fingers together.

"Yeah... I did come here for that, some hero I am..." He surprised himself with unexpected honesty. "The folks I mentioned, I lost one, the other is struggling. I wanted to get the reward money to just...ease the burden."

And that, was something she could understand. Now that she thought about it, his size...

"You aren't even out of high school are you?"

"Um, not exactly. " A smarter Peter Parker would try to pass himself off as possibly being a teacher instead of a student. An even smarter Peter Parker would be able to tell that wouldn't work-even on Flint- and keep his mouth shut.

"Huh." That was all she said.

"Well, it's been... something. But if we aren't gonna fight, I gotta get some shut-eye." Spider-Man got up, walking over to the window. "See ya later Sandy. Stay out of trouble." Sitting on the window for a brief second, He let himself fall backward, the thwip of a web being shot out only being heard.

Flint returned her gaze to the painting. Now, instead of simply losing herself in the painting, she found her thoughts clouded.

He left. No fight, no relentless series of unfunny jokes. Alright, she would admit some of them were funny, when she thought back on it, but...no he's got to work on his material. It leaves him open sometimes, but whatever. Why was she thinking about this? she could be-

Going to a real place, like that painting.

But if she left with the painting, it would get damaged during the trip, sneaking it through would be a hassle, and Hammer would most likely, stupidly, spend resources to catch her. For how much money he threw out in the open... just for this painting...

Peter was half-awake eating breakfast the next morning as it was announced that the painting, stolen, was retrieved. The "man" shown handing the painting back claimed he had found it in a dumpster. That sent Hammer on a furious live tirade, while an associate, a lawyer or some kind of legal representative, handed the man the "golden check". It wasn't golden, of course, but the zeros would make you feel otherwise. The interview asked the man what he was planning to do with the money.

"I'm gonna bring it to a friend in need." He said.

Huh, at least he's gonna do something with it. That coat...pretty sure Sandy was wearing something similar at the Art Gallery...Naah I'm overthinking it.

Peter couldn't be bothered to give more thought to it. Painting was returned, someone got paid. He had to prioritize other, more important things. The story of the stolen painting had ended conclusively in Peter's mind, until the next day, when he stepped into the Bugle offices.

Peter had discovered his hobby as a photographer could give him some side cash, and worked around his time. Unfortunately, he had to haggle and hassle a bit before Flat-top, aka J. Jonah Jameson, even gave him the blink of an eye.

Now, after finally getting to show his unique ability to get great photos of Spider-Man, Jameson gave him a "fair" sum for his work. He was about to ask Betty Brant, secretary to Mr. Jameson, if the man had time to look at some photos for sale. To his shock, Betty had something for him.

"A package came for you today, USPS dropped it off. Has your name on it though."

She pulled out a small package. It had no label or sticker and the box looked a little worn. The name "Peter Parker" was written on the side with black marker, in very straight lines.

"It's weird, the lady wasn't our usual delivery guy, and we-"

"Thanks Betty, I'll take it off your hands." Peter actually didn't order anything, he knows he didn't. His spider sense didn't go off, even when he touched it, so he assumed it was safe, for now.

He still didn't want to risk Betty or anyone else in the Bugle if it was some sort of trap. Thankfully, while he was slowly becoming a part of the Daily Bugle scene, he knew Betty would be too busy to fixate on the mystery package. Soon it would be dropped from her mind, so long as it wasn't something sinister.

Going to the rooftop, he crouched down and slowly cut the box open with his house key. Then, he slowly pulled the flaps open, Spider-Sense was silent. Right away, he saw a white piece of paper, saying:

I hear Spider-Man gives you the exclusive. Make sure this gets to the web-head. If it doesn't, I'll find you. -S

Since he is Spider-Man, he removed the note and looked inside. His jaw dropped.

Well, I guess May won't have to worry about the house payment.

2016

Sunday was supposedly, if you listened to the preacher at May's old church, God's day off. Peter supposed it depended on the type of god you believed in. If you believed in a more cruel, angry god, you would believe he was putting in overtime. Asgardians and other self proclaimed deities need not apply.

It opened with a bank robbery, early in the morning. Peter had simply intended to make a quick trip to the Bank and take Sunday off, get his sleep schedule back on track. Hopefully he could call MJ, make time to meet up...talk. They had been talking again, she was distant, but that was something he just had to work better on. Bank, then sleep, then MJ, that's what he told himself, then the men in suits came in, guns out.

Changing in the Janitor closet, Spider-Man was on the move. Five minutes later-

BANG! BANG! BANG!

Thwip*

CRASH!*

SPLAT*

-Spider-Man resolved the issue with a few quips and some precise web-slinging.

Following that, three blocks away, was a car crash. Already suited up, of course he was on the case. Then he heard the sirens of a firetruck speeding along, and, of course, he followed it, assisting in the evacuation of civilians trapped in the upper floors. The day continued...

Another bank robbery, four car accidents, four speeding cars that could have doubled that number. Following that was three break-ins, all intercepted by yours truly. Two separate fires, the first one the more urgent, the second a hot dog stand that somehow lit up in flames. Peter solved the latter by flinging it into the lake. It was only 3:00 PM, when he thought he could pause... take a minute. But he couldn't convince himself to stop.

The next time he stopped, the sun was getting low. It was still bright and sunny, people were out, but the day was waning. He swung low, and landed without much elaboration. A five out of ten, such a basic finish, one would say. He took the moment to just walk and take a breather. An excited boy pointed at him with giddiness, while his mother was texting on her phone.

Damn, what a day, just like the day before, and the day before that. It doesn't seem "too late" yet, maybe I can still call MJ, or maybe text would be better. I mean it's been a bit so maybe a call would be more meaningful? But if she's busy I could be making an ass of myself. Moreso than usua-

He was so distracted, he didn't notice the tall woman in a green, skintight long sleeve trying to get his attention. He seemed so lost in his own little world, that it took him bumping face first into a pair of something soft to jolt him out of it.

"So sorry-" He started, as he almost leapt back. His eyes first focused on the tan pants hugging a curvy waist, before looking up past the all too recognizable striped green sweater, to the feminine face, made boyish by the hair cropped right above the ears. Only one person could make that look work.

"Sandy!" Spider-Man exclaimed. "Oh jeez I'm sorry, I didn't mean to bump you."

The Sandwoman only chuckled, As she gave him a smirk. "Oh? I just thought you were happy to see me."

Peter blushed under his mask, realizing what exactly his face had bumped into. Sandy didn't seem too bothered by it, and right now if she wasn't, Peter wasn't. Instead he answered her question. "Of course I am! I thought you were out with the Wild Pack. Seeing the world and all that..." He trailed off quietly, as he gestured to the open sea.

"I was, I was. I decided to...take a break, come back home, see the kiddo." Her smile was beaming at him, but she noticed how her wall-crawling friend looked so tired. He seemed to slouch on one end, like a drunk, as he looked towards the ocean. "Spider?"

His head snapped back to her. "Yeah, yep, I'm here."

"Are you alright Spider? You usually don't day dream like that."

"What, me? I'm fine- I'm...fine." No quip about it being evening, or even close to night. Insisting he was fine twice, Hesitation the second time. Flint was given a few tips and tricks about watching people from some stealthier members of the Avengers, and Silver, but she didn't need that, to see that something was wrong with her friend.

Her arms were crossed now, as she gave him a stare that showed no amusement. "How long have you been doing the hero thing?"

"About nine-ten years"

"I meant today."

"Oh... well, there was a Bank robbery this morning, and then there were car accidents a few blocks away, and after that..." He seemed to blank out, as though he couldn't quite recall every good Samaritan act he was performing that day. Sandy would have thought he was being playful, had she not noticed how genuinely confused he had become. She decided to help out a tad.

"Burning apartments?" Sandy suggested.

Spidey nodded before sobering up and responding. "That was much later, but yeah that too."

"You've been at it for quite a while."

"Well, you know, the city never sleeps."

"But you need sleep Spidey, you look exhausted. Seems like a day off or two would help." More like a week you heroic Web-Nut.

"I can't do that Sandy, I really can't." A part of him knew she was right, another part however...

"Bullshit, look at you, barely standing but swinging away. When's the last time you've had a vacation? The last time you laid out on a beach?...Have you even seen a Beach?" She already had a lot of answers to her questions, and none of them she really liked, nor were they the right questions.

"I...haven't been on any sort of vacation really. Not since..." His overworked brain couldn't pull up a single picture, or memory of any sort of vacation, had one existed. "Well, great power-great responsibility!"

Flint blew out a breath, as she put both hands in either part of her pants, before pulling out what looked like a soda can. It wasn't beer, Peter knew her preference. He wasn't sure if she was gonna take a swig herself or offer it to the Web-head. She seemed to look at the generic branding thoughtfully, which Spidey would have considered odd, had he been more aware. She asked him:

"Spider-Man, do you trust me, as a fellow Avenger? As...a friend?"

As tired as he was, he knew his answer immediately.

"Of course I do, what-"

Hisss*

Blue smoke was in his face, his reaction time too slow to veer away. He fell forward, and would have fallen face first if Sandy had moved away. Instead, she allowed him to fall into her, his face hitting comfortable padding as she put her arms around him, keeping him from slumping to the ground. She smiled down at him, before hoisting the man up and over her shoulders like a sack.

Putting the fake soda can into her side, where it disappeared into her torso, she took only three steps before a buzzing sound shook her back pocket. Shifting her sand around to draw it out and into her hand, she answered with a swift button press. "Ey Cap."

"Baker, everything alright?"

"Yes sir. Spidey and I were just about to head to the airport."

"No issues?"

"Not really?"

"He didn't argue?"

"Nope."

"So why did a signal go off for one of our sleep sprays you left with?"

Flint winced a little, but rolled with the punches. "Well, I kinda needed to use it."

Ok, she may not have gotten permission to use sleep spray on Spidey, let alone borrow one, but Cap said be prepared!

"Do you have a good reason?"

"Well, truthfully sir, I didn't directly ask, so he couldn't directly say no. Thing is, either Spidey fell into my arms now, or in an hour, he falls forty or so feet, onto concrete, probably on his head, after passing out from exhaustion."

A passerby or two gave a quizzical look at the athletic woman carrying what appears to be Spider-Man over her shoulder. Flint just waved with a smile and continued walking.

Steve sighed on the other side of the line. "Alright, well, make sure not to bind him or anything once you guys take off. Last thing he needs to do is panic, or misinterpret the situation."

"Will do. The 'operation' is in motion."

"Alright, good luck Baker."

"Thanks Cap. Uh, Cap?" She still felt weird, keeping Cap on the phone like this, but the man was never hostile.

"Yes?"

"Thank you, for trusting me with this."

"You know we all do. Over and out." Cap ended the call. Flint looked out to the wide ocean and smiled.

Don't worry Spider, I've got your back, you've always had mine.

2013

It was part luck that Spider-Man found himself at the Avengers Mansion. It was one of those times they actually asked for him, instead of the other way around. Part of it was-and still is-his refusal to reveal his identity to them. The other, well, Peter Parker still had his own responsibilities. He had been moving right along the corridor, looking for someone who could tell him what was going on. He knew it was some kind of mission but...

The wall in front of him slid open, and an irritated Flint Marko stalked out, fists clenched.

"Fuck this shit, I'm done." She tried, she really did, but nothing seemed to matter, nothing seemed to change for her. You do things wrong, you get screwed over, you do things right, you still get screwed over.

Flint didn't notice Spider-Man as she passed him, her eyes trying to burn holes into the ground.

"Whoa, hold up Sandy Cheeks, what's the matter?" Red web-patterned feet suddenly in her vision, Flint looked up, caught by surprise at the sight of the Web-Head. Of course, she shouldn't be so surprised. He was an Avenger, hell, he was The hero that convinced her to give the "good gal" thing a shot, even if he was even less of a "Part-timer" than her. "What do you mean you're done?"

"I mean what I said and said what I mean. Now outta the way." She walked past him, heading directly to the front doors.

Spider-Man didn't try to jump in front of her, but instead walked alongside her. He pried gently, hoping to figure out the cause for her sudden want to quit. "What happened? Was there an accident, disagreement?"

A part of him wondered if a mission went wrong. He knew Flint, knew she could hold her own, and wouldn't bitch about being "wounded". What affected her...was kids...if there were casualties...

The thought kicked him into overdrive as they were on the front steps of the Mansion. He leapt over Flint as she stomped down the steps. Landing on his feet, facing her, He put his hands out wide, putting Flint's attention on him.

"Flint, please, talk to me. What happened."

He seemed to finally reach Flint, as she slumped, taking a seat on the steps.

"It's, it's complicated, well not really-fuck." She rubbed her face irritably. "So, terrorists right? They were trying to hijack a shipment of radioactive material going through the Brooklyn trainyards. I spotted this shit, called in the avengers, and we stopped the bastards."

"Ok, was anyone hurt? Any teammates? civilians?" She shook her head no. "Alright, so what's the problem?"

"Cap said I shouldn't use Avengers resources for 'civil conflicts'. Was I supposed to look the other way? Or go in solo, end up getting framed, god forbid, you think I've gone bad again."

Spider-Man shook his head at the implication. "I wouldn't think that, none of us would, I understand why you did what you did, at the moment, it was a good call."

Flint's anger turned to sadness and regret. "And now I just verbally raged on a national symbol and walked out on em. If I was fired before, I am now. I fucked up, Spidey. But... I did the right thing, didn't I, at the trainyards?"

"If it means anything to you Flint, I think you did the right thing. Cap isn't inherently wrong either, the avengers are under the purview of the United Nations. If it means anything to you, I would have done the same thing. I don't get why Cap would fire you for it..."

"A part of that would be my fault, Spider-Man." The Captain himself came out in civilian attire, calm, not a bit of anger in him. "I failed to communicate properly. What I was trying to say is that we need a special team meant for these smaller operations. Sandwoman mistook my words as a dismissal." He put a hand on Flint's shoulder, proving once again why he was the leader, why he was the best. "You did the right thing, we just need to be careful when we act sometimes...I apologize Miss Baker, you were never fired, and you still have a place if you want it."

Flint shook her head."You don't need to apologize Cap, I'm the one that stormed out without letting you finish. I'm sorry, I'll be better about listening in the future." Flint stood up, feeling better than she had.

"Wait a minute, your last name is Baker?" Spidey questioned openly. Flint gave him a half sneer.

"Of course it is, what? You think someone named their daughter Flint Marko? It's a fake name."

"Then what's your-"

Flint reached out to give the Web-Head a noogie."You are gonna keep calling me Flint Web-Head!"

???, 2016

It was a strange sensation for Peter when he woke up. For a moment, he had thought his exhaustive day, one of many that week, was a dream. Why else would Sandy suddenly show up and then...

He had thought he was dreaming because he felt naked and not cold. It was cold in New York, and the only place kind of warm was his apartment. He didn't have any blankets on, and he was warm...too warm.

He only had that brief moment of not being sure, when his eyes snapped open, to a straw roof, light peaking out of small cracks. A door opened in front of him, unveiling the woman that brought him here, wherever here was.

"Hey you're up. Thank goodness, you slept through the entire trip."

"I...wha?"

Ignoring Peter's confusion, Flint pulled a water bottle out of her knapsack, and offered it to him. "Here, I just got back from the market, have some water."

Peter took it with both hands, both still feeling heavy. She looked him over and pressed her palm to his head in a motherly fashion. "How are you feeling? I knew you were exhausted, but I would have felt like shit if the medicine put you into a coma, then I'd have to explain to the rest of the guys how I-"

Peter interrupted her. "Did you...kidnap me?"

"Ye-NO...kinda? It ain't what you think Spidey." She had her hands up in a peaceful gesture. "Think of it as a...mandatory vacation."

"Vacation? How long?" He questioned.

She actually narrowed her eyes at him. "Until you get your head straight. The Spidey I know, even when he was dead tired, could still leap out of danger. You barely moved when I sprayed you with the sleeping gas, strong stuff sure, but you were always a tough cookie."

Peter could have tried to explain Spider sense, how it helps differ friend or foe, and how it responds to danger. Then again, he never fully understood it himself.

"Sandy... Flint, I appreciate this, but New York needs me." His response made Sandy lean back, letting out a deep sigh.

"Honestly Spider, it will always need you. Some motherfucka with a sad past and a big attitude, or one of those mad science types. Or some chump like me, but not as pretty, doing bad shit to people. There are other heroes at work Spidey, City is safe, believe me."

He had to nod in agreement with that. Daredevil had hell's kitchen. Luke Cage covered Harlem. Jessica and Danny were out there too. He looked outside, and saw exotic trees, a beach a small walk away. Beyond that beach, was the deep blue sea, no end in sight.

"Are we in... Hawaii?"

"Someplace like that. Don't know where exactly, and for good reason, Quinjet's GPS kinda just put us here when I typed in some key words Iron Guy recommended." She gave a scoff at the mention of Tin-Man. "It figured Stark would have a vacation home. Fucker probably has dozens sitting around..."

"Jeez Flint, I don't think you planned this out, how am I going to walk around in my costume-" At last, the remnants of the sleeping agent left him, as his brain cells flared into overdrive. Putting his hands to his face, he realized a very obvious truth. "Oh shit, my mask-"

"Your costume is safe Spider, relax. Right now, you and I are just tourists on vacation. This beach is isolated too. Absolutely private. Another Stark perk I'm sure."

Peter was listening, but he also couldn't help the knot tightening in his stomach. Sandy was an Avenger, but not all Avengers knew who each other was. Peter himself was very private, of course the original Avengers knew - as well as the Fantastic Four. But the idea that any one he didn't reveal himself to knew... so many things could go wrong, and he went through hell and back to keep his secret. Sometimes, that cost him.

But was it such a big deal? With Flint? They hadn't been enemies for years. They were friends, matter of fact. She looked out for him too, like she was doing right now, even if he didn't like the execution of it.

"Peter, no one knows who you are here, and I am not going to tell anyone. If you didn't figure it out, dipstick, I care about ya. I wouldn't fly you out here otherwise." A look of shame, a rarity, appeared on her face. "If you are that insistent, I will take you back. But please, let yourself rest, figure stuff out, at least today."

And that's why Peter couldn't be mad at Sandy. So many people had played him, and used his good will. But here, she had tricked him into taking a break. She clearly didn't feel good about tricking him either, unlike some people. She also had just called him Peter, for the first time, and he liked it. More than he thought he would.

Sandy stood up, and Peter realized she was in a bathing suit, at least, she had made the appearance of one. It was patterned like one of those classic red and white striped swimsuits from the fifties, except using the greens of her iconic shirt she seemed to have a fondness for. What he really noticed, was how it was clinging nicely to her...form.

"Up for a walk? I mean, if you want to rest..."

Peter shook off his urge to lay around and stood up.

"No, walking will do me some good. Where to?"

The beach was too beautiful to ignore. Cool Blue waves, the breeze hit just right, and the sun wasn't too hot. Sandy insisted on sunscreen, and Peter realized quickly that it was for the best. Sunburn on vacation? No thanks. They walked together, Peter taking the lead, Sandy only a few feet behind him. It was quiet, peaceful, even with the echoes of a busy town not too far away.

Flint's thoughts were clouded with worry. Peter seemed to be relaxing slowly, but she was never the best at reading people. A part of her was worried he was genuinely mad at her, and she could understand that. No matter how she put it, she drugged the man and took him to another continent, even if for his well being. It didn't help that he was so stubborn, but if she wanted to truly help him, she knew she had to address it properly.

"How did you get me so easily?" Peter threw her off guard by asking first. He didn't sound upset, didn't mean he wasn't. But he sounded genuinely curious. Thankfully, Flint had her best trick: Absolute honesty.

"Well, you were dead tired, and I meant you no harm. I'm sorry I used a dirty tactic on you, but you were never in danger, I promise. I didn't want you to collapse at a bad time."

Peter waved it off. Truthfully, he was a bit peeved, but not so much at Sandy. "Don't worry about it, of all the things to wake up to, this is probably top five. I suppose a heads up would have been nice, but if you were willing to do that... I must have looked like a wreck." He looked back at her with a smile. "Besides, I could do far worse for company, can you imagine the sandcastles?"

Peter looked away from her, to gaze at the sea. While Flint was glowing pink. Peter's thoughts were not at all about anger directed at Flint, not even when he woke up. Confusion, fear, but not anger. What he was thinking about now, was the change of scenery, not just that it was beautiful, it was different.

Spider-Man's long career had taken him to exotic places before, mainly to do battle with villain X or Y. Otherwise he was spending his time swinging up, down, around and through the skyscrapers of New York.

Here, he was just... walking, taking in the sights, moving at exactly average human walking speed. It was like everything that defined New York was gone. Loud noises, rude people, robberies, villains or terrorists, reminders of past failures. The ghosts of those he couldn't save...

He closed his eyes, and inhaled a deep breath. It was so different, so unlike his native city that it brought him out of those dark thoughts, even for just a short time.

"Spider?" He turned to look at Sandy, who has been so silent while he was buried in his own mind.

"Coney Island really can't compete can it?"

Sandy smirked at him. "Maybe one day I can take you on a worldwide beach tour, this place is nice, but you gotta see some of Japan's beaches, and that's just..."

Several Hours Later

"You want to head to town?"

About two hours had passed when Sandy asked Peter. He hadn't seen the town yet, didn't know what to expect. As they had walked He had heard the noise of civilization as they had come closer, but never caught sight of anything. He nodded, and followed her lead.

They stopped by the little beach house, Flint tossed him a thin white summer hoodie, grabbing one for herself, to at least pretend she had pockets to use, he guessed.

Following an old path between two hillslopes, Flint led him into a town that seemed a lot like the tourist towns you would see in Hollywood movies. It was bustling, but in a way that wasn't overwhelming. People had room to breathe, to get out of someone's way without crossing someone else's path.

These people seemed, happy. Not just the false kind of happiness put on for visitors either. Children were chasing each other laughing. Women and men alike laughed at jokes, couples held close together, but without fear or stress that would encroach on the average New Yorker.

"These people seem, happy, more than that actually. Jubilant, ecstatic, I really feel the need to use adjectives, that's how happy they seem."

"They are a happier bunch than most, but they have a lot to be thankful for. Small crime happens, occasionally, but it's nothing that would require a superhero to have to step in. When you have a resource like the Avengers ready to bring the hammer down, tourists behave pretty well, and the actual number of tourists is limited."

"Wait...this is an Avengers owned island?"

"Officially that Stark guy owns it, but yeah, this is one of those retreats. Don't worry no one knows, unless you want to out yourself. Thor has shown off once or twice, they love it when he visits. Stark literally owns the place... personally opened a couple'a bars in fact, but you just act casual, and no one minds you."

They walked down the street, Peter still couldn't help but look in awe. It told Flint how much the guy needed to get out of the city. She hoped he wouldn't want to try to go home fast. She couldn't stop him, but he needed more than a few days in paradise to recharge. Spider needed a massive reboot. Turn the computer off, and back on, and all that.

Ben would probably have a better analogy, spending a majority of time with a "super-scientist". But there was one subject that Flint was smart in, and that was a good time. One of her hot spots came into view, and she pulled Peter's arm gently in that direction. "Let's get a drink."

"Flint, I don't really feel like drinking..."

"You don't have to, I would never force you. You can order food if you feel like it, the 'Island Fries' are something else!"

The mention of fries, or some exotic variant of it, combined with Peter's suddenly realized hunger, tag-teamed him. "Now that you mention it, I'm starving."

Flint gave him a smile and kept her hand on his arm loosely for a moment, before letting it drop. Peter stared at the retreating hand, almost reaching out for it, before moving to catch up with Flint. They took a seat at the bar that was nice and spacious, giving people room to breathe, at least at the current time of the day.

"You can look at a menu if you want, but otherwise you just mention the fries, and they'll know." She paused and then added. "I know I said I wouldn't pressure you to drink, but Ben would get huffy if I didn't mention his Iconic drink here."

"Iconic drink?" Peter questioned, knowing only of Ben's fondness for the Miller brand. Flint smirked.

"The Clobberin Time'."

"Oh.My.God." Peter let out a chuckle. "Of course he has one, and it's named that."

"The rest of the family does too, don't get me started on Stark, guy has got three named after him."

They ordered, and a thought came to Peter after the waitress sashayed away to the music. "You know, it was so odd when you and Ben started hanging out together, I wouldn't expect you to be drinking buddies."

"I don't think nobody did." Flint said. "Has Ben never mentioned it?"

"How you guys met? No, not really..."

Flint had a shit eating grin on her face. "So, a 'Thing' walks into a bar..."

New York, 2012

Duffy's Bar

Ben Grimm walked into Duffy's Bar with a smooth stride he wouldn't have had years ago. Once he got used to his rocky hide, and how much strength he needed to use to NOT crush anything fragile, he was able to walk the streets with a sense of calm. He kept his trenchcoat and fedora of course, he didn't need the attention, and didn't want it, yet.

He almost felt like a mercenary, hired for muscle. It was a boring day at home for once, when the receptionist decided to transfer a call from a bar owner over to him. The man claimed it was the Sandwoman, but the cops laughed him off, and for some reason, he thought it was the Fantastic Four's responsibility. Well the man was lucky Ben had time to kill, and if it was a false alarm, he could earn a free cold brew for his trouble.

He walked in and-Holy shit.

She really was right there, plain as day. Everyone thought she was dead after the whole "Mud-Thing" incident. Guess he shouldn't have been surprised.

Ben reacted, as he usually does. Tossing his coat and hat aside, he gripped a nearby round table, lifting it over his head.

"Sandy, I don't know how you brought yerself back from the dead or what yer doin here, but 'Miller time' is over. I'm taking you in!"

Instead of doing any variety of vicious and fast moves she learned over the years, she instead yelled back like a true New Yorker.

"Turn it off, Thing! I ain't in any shape to mix it up with the likes of ya!" Suddenly she was solemn. "I'll go quietly."

"...Huh? You're surrendering? just like that?"

Ben Grimm ended up sitting on a stool right by Flint, when he realized that they weren't gonna bust heads for twenty minutes, and standing there holding a big ass table was just awkward. A brutal attack never materialized, And Ben knew something was up. Sandy could be one of the most arrogant people he'd ever met, but never had she been so down. It was weird.

Slouched a bit, resting his head on one heavy hand, he eyed the Villainess. "You used to be such a tough-gal, what happened to you?"

"Maybe I don't like the way my life's been playing out."

Waving the scared bartender over to get him a drink, Ben somehow raised a rocky eyebrow. "Oh yeah? lay it on me."

Sandy gave Ben the account of Flint Marko's life, a sob story, but a true one. Where a girl grew up with nothing offered, so she took it for herself. Who used her fists because her brain wasn't that good. Her aggression got her into a gang, and she was doing well. Had her man Vic, had her best girl, Marcy. Then her baby came, and everything changed. Of course, karma started catching up to Flint, along with evidence.

Flint got thrown into prison, and when it was clear she would miss a lot of her daughter's life...she got herself out. She was on the run, and then...

Everything changed again. An eternity of burning pain. Then, she woke up.

Ben Grimm knew the rest, more or less. Spider-Man, Fantastic Four, Some Avengers. She felt invincible, yet... she was always on the losing side... and then...

"Now I'm here, just wondering what it was all for, I just don't have the heart to fight anymore."

"So where do you go from here?"

"Jail I guess. My anger, my hatred, used to sustain me, and keep me going, now, I just feel drained and weary." She smiled at Ben. "Hey, thanks for letting me lay this on you. People like me don't get to open up much... it's hard."

"No prob, I enjoyed listening...I think after all these years, I've learned what makes you tick..."

"I gotta call ma, before we leave. don't suppose you have time for another beer?"

"Nah, I have to be going, but why don't you stay, have a couple of rounds on me." Ben threw down a couple of bucks on the counter as he got up.

Flint looked from the bills to Ben, confused. "I-I don't understand."

"You have had some tough breaks in your life. but so did a lot of other people, and they turned out alright." He waved off the bartender, who seemed to have accepted Flint's presence in the bar at this point. "You got a chance to start over again, just don't fumble the ball. Think about it."

As he went out the door, he parted with five words. "I'll-"

"Vacation Island", 2016

"I'll be rootin for ya." Sandy finished, taking a celebratory swig of beer.

Peter's food had just arrived, but his eyes were focused on Flint.

"I can't believe it...Miller time."

Flint spat out her drink violently.

"Is that all you took from my story?!" She almost roared, genuinely flustered.

Peter smiled. "No, Because I listened to every word. And I'm happy, because I know what happened after. At least, I think so, it was after the whole Mud-Thing... right? You and Hydro-"

"Oh no, don't even remind me of that. Although, we did come to a better understanding of each other, ironically enough, after that fiasco. Still friends of course, although my current career kind of complicates that. No regrets though."

Peter nodded. "You wanted a second chance, and you got it. Good work Ben Grimm, did what I couldn't."

"You're wrong on that Spidey." Flint said quietly.

"Hmm?"

"Try those island fries before I steal'em!"

A few days later

The first day had gone relatively without a hitch. The second day, easy breezy. The third day... was when the trouble brewed.

They had been out for the evening, Dinner was light, and they were having an active talk over beers. Peter had more than a couple, pushing past a casual buzz, but not quite hitting belligerent.

"You were the one bringing Ben Cigars and beer? Man, Alicia was pissed about that, she could smell it every time she walked in!"

"It's a dirty little secret, except Alicia already knows." Flint threw her hands up. "She's a smart cookie, that one. Oh! Reminds me, I'm gonna make a call, I'll be right back."

Flint left him to watch the game on the television up over the bar. She went to a post keeping the roof of the open bar upright as she speed-dialed her favorite buddy, knowing he was watching the game himself. When he answered, it was with a question;

"Did he try the Clobberin Time'?"

Flint smiled "Yes he did. He likes it the most."

"I knew it. It's the orange juice, makes it a fan favorite I tell ya. How's everythin going besides that?"

Leaning against the post, her eyes moved between the beach lit up by a few scattered fires, and the busting town that was starting to wind down.

"It's good, he relaxed pretty quick, thought I was gonna spend a lot longer to calm him down to explain."

"Yeah, Spidey is a bit jumpy, but you got this. You talk to him about 'that' yet?"

"Well, no, not yet. I mean I'm gonna be peeling some scar tissue if you know what I mean, bringing up-"

"I ain't talking about that, I'm talking about the other thing."

Flint had her gaze out to the ocean, not seeing the game go to halftime, and what showed on it.

"Ah jeez Ben, I can't really talk to him about something like that on the spot."

"When are you going to then? Ya already got him here, just hash it out."

"Okay you got a point, but-"

SHATTER*

Flint didn't exactly have super hearing, but she recognized a bottle breaking. Turning around, her mood changed. "Ben, I gotta let you go real quick."

Peter was standing, looking upright at the television, his curled fist was dripping blood onto the floor. Flint followed his vision upward, to the screen that apparently announced a wedding for the famous Astronaut John Jameson. He was shown smiling, besides a nice looking redhead-

Oh shit.

Flint came up behind Peter loudly, as to not completely spook him. "Let's go Peter." He wasn't moving, she could feel the heat of rage sweating off of him. "Peter we can vent somewhere else, just follow me, please."

She gently tugged him, and he allowed her to pull him out of the bar, into the jungle. Flint wasn't afraid, she could kill any normal beast, but something told her they would be scared off by what was to come. Peter's anger seemed to bleed more and more outward as they got farther from the festivities of the village.

Finally arriving at her destination, a spot filled with stones and old rotting wood, she pulled Peter's hand to her.

"Open." Peter did, and she winced as she saw the broken glass sticking out She moved her fingers in and around his hand quickly, turning them into sand, working every bit of glass out of his hand. Peter didn't make sound the entire time. "Ok I'm done-"

Peter stepped away from her, walking over to massive stone, he rested his forearms against it.

"If you need to smash shit like Jolly-Green, this is the place to do it, go crazy." Peter seemed to nod his head, but Flint wasn't sure if he actually heard her. "Pete-"

"Did you know?"

"Peter what-"

"Did you know she was getting married?"

Flint pieced it together, knowing from experience. "No, I didn't. Peter I'm so sorry-"

Peters back shook, before he stopped shaking his head.

"I thought I had a chance...still. I mean we were talking on and off but she never mentioned... anything to me. I don't know why I was so stupid, what... what the fuck was I holding onto?!"

He was clenching his fists again, shaking against the smooth stone.

"Why do I even try Flint? Why do I even bother? Liz, Betty, Gwen, Felicia, and now Mary Jane. I've tried and tried, not to fall in love, but I do! And I keep getting burned, every time, and I know the key reason why. My goddamn suit!"

SMASH*

Peter sucker punched the stone, leaving a powdery indent.

"It doesn't matter what I do, how well I do it. I tried to balance it, power and responsibility, but it's always been two lives, and all it does is FUCK-"

SMASH!*

"-ME-"

SMASH!*

"-OVER!!"

SMASH!*

SMASH!!*

The unbridled rage of Spider-Man devastated the rock almost entirely, leaving virtually nothing within Peter's reach. Peter took a step forward, as though to continue smashing the stone, and stopped, falling on his knees. Teardrops fell on dusty, bloody hands.

"Why am I not good enough Flint? Why aren't I good enough to be happy? Why...just...why?" He felt pathetic, weak, like a child throwing a tantrum.

Flint put her arms around Peter gently, careful to not make him feel restricted. His energy was spent for the moment, or perhaps he was just so down that he couldn't fight her off. "You are good enough Peter. If you aren't, then none of us are."

Peter felt his thoughts go to the mounds pressing to his back, and he hated himself for it.

She is trying to help you, you don't deserve it. Little perv.

"Talk to me Pete, tell me whatever you want to. It will never leave me, it will never leave this beach."

Peter told Flint the story about the girl next door. The redhead that was the niece of Aunt May's friend. How blown away he was when he first saw her. The rocky status of their relationship, that seemed to shift back and forth. He told her of other women in his life, clarifying the old tale of his crush on Liz Allen, or his failed romance with Betty Brant. Gwen Stacy was a topic already known, and politely breezed over, there was no need for Peter to relive that time, again.

Peter even told her of the frustrating being that was the Black Cat. She made no judgment, no snarky remark, she let him tell his story, with his own words. He in turn, didn't hold back, on his failures, on the misread intentions. But somehow, that redhead seemed to come back into it...

"-And maybe I should have seen it coming. It's not like she should wait for me to get my shit together. To finally decide on someone that can treat her right. We weren't even together, but we were talking again, and I thought..."

They had walked during their talk, stopping at Starks private beach, they had plopped down on the sand, Peter's uninjured hand drew Lines and patterns beside him as he spoke.

"But she's moved on, and you didn't get a chance to come to terms with it."

Peter stopped tracing lines. "Yeah, I'm...God I'm pathetic."

"No, you're human." Flint took note of the way Peter swayed. She patted her lap. "Come here, lay down."

"W-what? I don't need to-"

"It will make you feel better. I promise."

"I-" Peter was about to argue, but lost the fight with himself before they even sat down. He shifted down, and tried to keep closer to Flint's knees. She in turn, adjusted him closer to her, the back of his head feeling her abdominal muscles.

It was quiet again, for a time.. Until Peter had a sudden epiphany from his position's unique view.

"You know...I just realized, this beach. It looks really familiar, like...that painting."

"Did that just hit you now? It threw me for a loop too. When I stole it from that stupid museum, the guy that talked to me told me the artist based it on a real beach, but never specified which one. When I first visited...guess it was a coincidence." Or fate.

Peter looked up at Flint. "I always wondered, why did you steal that painting? I Remember what you told me then. I'm just wondering, what led up to that? You really didn't do anything like that before or after."

Flint had a sad smile on her face. "Around that time, it reminded me of dreams I had, a better life for my hubby and Penny, before it was destroyed...when I first became...this..."

Georgia, 2007

Abandoned Beach Near Savannah

When Flint first came to awareness, she felt like nothing, in a way. She felt like she was spread all over, and it was dark. First wanting to simply see, she saw the sky, bleeding red as the sun was setting. Feeling weird, she tried to lift her head up, and so, unknown to her, her head formed, as it made the motion of lifting itself out of the sand.

She was just a head, looking around. It appeared as though she was neck deep in sand, but she couldn't feel her limbs. Mentally, she panicked, only wanting to tear out of the sandbank trapping her. She willed her nonexistent body to get out of the sand, and so her shoulders and arms formed as she struggled out. Finally, she realized something was truly off with her, as she tried to brush sand off her arms, only to realize, her arms were sand. Flint felt her lower half shift around. and looked down to just see more or less a lower half that just consisted of sand particles.

Flint wanted to scream, and so vocal cords were willed into existence as she let out a heart-wrenching cry. She looked around in confusion, wanting answers that would never come. As usual, it came down to Flint herself, so eventually, she took a breath, and tried to focus.

Ok, Flint, you got this. Come on, you made your head, you must have made your arms. Now, make your legs.

That worked, somehow and slowly she was able to stand. but it wasn't enough, she was still...sand. She couldn't walk around like this without gaining the attention of some white coats and other spooks. She had to get normal, or at least, look normal.

Think of your family, think of Penny, of Vic. Remember who they want to see, come on.

The sand was quick to obey her will, sand became skin, her clothes reformed. This shit was weird, really weird, but Flint would take what she could get.

"Alright...time to get outta this dump."

Days Later...

Flint spent the following night and day after her accident messing around with what she could do, while making her way back home. She found herself able to sneak past the policemen hunting for her, floating in the air like she weighed nothing. It was... wonderful.

But she focused on her main priority, her family. With this power the possibilities were endless. She had the power to take what they needed, and they could go anywhere, somewhere nice and warm. Somewhere better than New York. She would always be a New Yorker, But she wanted better for her family.

First, a trip to her friend Marcy. Her apartment was easy to reach. She had honestly been excited to show her friend her newfound power. The potential it had for their lives. She had floated up the fire escape, flowing through the vented platforms with ease.

She slipped into the window Marcy left open, and formed into her human self.

Finding Marcy riding some guy like a cowgirl. She was frozen, catching her friend in a (relatively) private act, and was about to slip back out quietly. Marcy's body moved just the right way, and she saw the face of her "guest", his eyes closed in pleasure, suddenly changing the direction of Flint's emotions strongly.

"Vic?"

Her voice made Marcy jump off, and turn around wide-eyed with a Yell. Vic had a stunned look on his face, still as though he was solid ice. Marcy grabbed a sheet to cover herself, like Flint hadn't seen her goods before in locker rooms.

"Flint, babe, you-I thought you were in jail." Vic finally said, still taken off guard by his wife, who should be on the run right now, was suddenly here, not a sound made during the thirty story trip she would have to make to get all the way up here. Flint always used the door.

"What... the fuck Vic?! I'm being hunted by the police, and you're screwing my best friend?-Wait a minute, who's watching Penny?"

"Penny? She-shes fine. Asleep back at our place."

"Who is watching her, Vic?"

"Well, no one, but the doors are locked. Look it's not what you think-"

"Fuck you, I saw her riding you-too late to get panties on now Marcy. Jesus Christ, Our child is alone, and you are screwing my best friend. Did you really think that I'd be locked up so long that you had to..."

Her train of thought was put on pause. And her rage seemingly disappeared for a moment, as she looked to her now former friend. "Marcy...How long have you two been doing this?"

She didn't answer, and that could mean "only recently" or "longer than you ever would have realized."

Flint began to shake, the sand rising from her arms and shoulders like powder dust. Suddenly, her hands had become flowing sand, and they tightened around their necks like nooses.

They will die tonight. Flint could do it slowly, painfully, make them choke as their lungs and stomach filled with sand, until it burst from their body. She could give Marcy a thrusting she would never forget the rest of her life, which wouldn't be long, Sand could be sharp as a blade. They would suffer until the very last second of their lives, and no one would hear them. She could-

-She could leave Penny without a father. The father she still loves very much, flaws and all. Marcy, was a Lying whore, but Penny also needed her too. At least, until Flint got the funds for them both to leave this life behind. Yeah, that was the plan.

She let them go, it took every ounce of her willpower to do so. The Flint that didn't have powers a week ago, probably would have killed them both. She would have snuck by, grabbed a kitchen knife, and then probably slit Marcy's throat before she could orgasm, the stupid bitch that felt like an actual friend in a cesspool called highschool. Then, she would drive it down on Vic until he stopped breathing. Cheating lying Vic, who was the love of her life, father of their child.

But she had a gift now, and she could do anything. While Marcy coughed, Vic recovered faster, but didn't dare try anything as Flint stood over him, uncannily still.

"You know Vic, I've been a shitty person. We all have been, but one thing I am? Faithful. I never cheated on you, never had the thought, but you've clearly had more than thoughts."

"Wil-"

"DON'T. Don't say my name, don't you say my fuckin name. If Penny didn't need you, you'd be in the dirt with the rest of the worms."

Flint turned away from Vic, and grabbed a fistful of Marcy's blonde hair. Marcy yelped in pain, but was too scared to retaliate. Flint was always the bigger girl, stronger. "You can have Vic, but my daughter will never call you mom. Never."

Tossing the bimbo away, she turned herself into a fog of sand, exiting out the window.

She learned that night, even as a being made of sand, that she could still cry.

"Vacation Island", 2016

"Flint...you never deserved that."

"I know how it feels Spider, believe me. Heartbreak hurts."

"Here I am yapping at you about my love life, I'm sorry."

Flint didn't like Peter's self deprecating, and gently turned his head to look at her.

"Yur sayin the S-word way too much on this trip Web-Head, I didn't tell you the story to make you feel worse. I told you because I understand. Yeah, it wasn't like you and that redhead were technically together, but she could'a told you she was seeing someone. Point is though, she's moving forward, instead of torturing yourself, maybe you should do the same."

"I'm-I'm glad you brought me here Flint. In spite of the shit I just learned about at the bar, it's like...my head has been clearing up. No bills to pay, no crime to fight, no noise. My life isn't going at full speed, it's been nice. I'm sorry I've ruined it."

The way he looked at her, God, Flint didn't know whether to thank that redhead or suffocate the bitch.

"Never, you haven't ruined anything, not at all. I just wish I'd smash the telly before ya saw that bullshit, but you aren't wrong for feeling the way you do. At the same time, maybe it's a good thing, to let you vent. It's part of why I brought you here, remember? You work so hard, too hard. You're burning out, slipping up, too many people can take advantage of that. Even if they don't mean to."

So what are you doing Flint? Gonna start touching him? fondling him while he's heartbroken? Take what's yours, make him forget all about that bimbo.

"I feel like I'm about to fall asleep." Peter said.

"Go for it."

"I wanna talk more..." He wasn't going to be talking much longer. The fact he wasn't embarrassed about the lap pillow(anymore) told her how tired he really was.

I can't do that to him, not like this. "Shush, close your eyes, sleep. I'll be here when you wake up.

Peter woke up on the beach, for a moment he was confused. It was clear as day, but he wasn't burning up, nor was his eyes irritated by powerful sunlight. Looking up, he had his answer. A half made igloo was made around him, the sand was made hard to maintain its structure. Sandy had his head in her lap still, she hadn't moved at all, portions of her legs melded into the sand, but for all anyone saw she could have just had her legs partially buried, instead of literally being the sand.

Her closed eyes opened gently when Peter had looked up at her. She smiled at him. "How we doin Pete?"

"I'm sorry Flint." Are you apologizing to her for your lust? Or for having to pamper your pathetic ass while you cry and whine?

"I told ya, it's fine, you needed it. I hope you've been having fun."

"I... I have, but I don't deserve it."

"Peter, why do you think you don't deserve it? Because I'll tell you something, you do. You could hang up the webs right now, and it wouldn't undo the good you've done, and believe me, you've done enough...This isn't just about the redhead ain't it?"

Peter didn't respond.

"If you don't mind, I'm going to make a...theory." She didn't really use those words, it sounded weird, coming from her. "Two things occurred recently enough: One: you got rid of your black digs."

Peter's expression changed at the mention of his "suit".

"Two; Before that happened, the red-"

As soon as the word red came out of her mouth, he turned away from her, facing the waves again.

"That's why you've been running on all cylinders. You can't bring those people back, Webs."

Peter was silent.

"It haunts you, don't it? The people that died? You were one of the only heroes in town at the time, and I goddamn guarantee that's why that bastard chose his timing then. But you stopped him, before it could get worse. But no matter what way we put it, it's done. You have to let go..."

Peter had a smile filled with bitterness. "You know the worst thing Flint? I probably could, if I didn't lose one of the most important people in my life, if I didn't let her down when she, and everyone else needed me most." Peter couldn't hold the smile anymore, or the tears. "She had health problems, even as I was growing up. But she was stronger than most gave her credit for. She helped people, she didn't deserve..."

"Sometimes the best people get dealt the worst cards."

"I could have been better."

"Only you think that."

"You know that's not true."

"You loved May, there's no way she didn't love you... Working yourself to death won't trade your life for hers, it will just take yours."

Peter shut his eyes, trying not to overreact like he did the night before.

"It's just...why? Why can't I make it where it counts? I help people, I help a lot. But whenever it's important, George, Gwen, Jeane, May... Why do I fail when it's the most important people in my life? When I'm giving it my all?"

Flint couldn't give him an answer. Maybe that was just the unfairness of this life. It hit everyone, not just them, but Peter didn't need to hear that.

"She would be proud, of all the people you saved."

"I know." Peter got up, and Flint hurt to see him get up, but didn't fight. "I think I'm gonna take a quick walk, I...need to..."

He trotted off down the beach, Flint's eyes stayed on his back as he became smaller and smaller. Finally she whispered:

"You saved me..."

New York, 2012

One of the darkest times in Flint's life, before her full turnaround, started nice enough. A meetup worth some old friends. The timing has been convenient, and Flint figured it was better to say it to the guys up front instead of just... disappearing.

"I'm out fellas."

"Are you serious? Damn, Flint." Electro said, not expecting The Sandwoman of all people to retire.

Vulture wasn't even angry. "Here I thought I was gonna be the first, not exactly young even compared to you fellas."

Vulture and Electro seemed to be the most stable of the bunch, and more trustworthy than the others. They were at least willing to grab a drink for camaraderie's sake. They could break the ice to the big man, it was a tad cowardly, but screw it, what did she really owe that six-armed nerd?

"So then, why the hell did you agree to meet?" Electro asked.

"Just wanted to share a drink with you boys before I head out. I ain't here to stop ya, or anyone else. I'm simply done. Going another way."

And that was how it was gonna be. She wouldn't turn on them, snitch them out. In fact it would be the opposite, she was going cross country, work to sort her life out-

"I'm afraid we aren't done, Miss Marko."

Octavius appeared out of thin air, Mysterio behind him. Immediately, explaining the stealthy entrance. Flint wondered if she was the one who was set up. Electro and Vulture stood up looking pissed as other Patrons ran out of the bar.

"What the hell-did you follow us?" Electro accused openly, Answering that question for one of them.

"I had to keep an eye on my employees."

"Oh sure, were you just observing me taking a pisser too?!" Toomes said, enraged. Seems like neither of the boys outed her, at least not intentionally.

"We are done, doc. I'm not planning to get in your way, but don't think I won't force you out of mine." Flint didn't want a fight, but when people pushed, Flint Marko shoved.

"It would be very unfortunate for Penelope, wouldn't it? She's at what address now? 2784 on 12th..."

Flint's face turned white, her hands becoming spiked maces. She brought her maces down on the table-

SMASH!*

-obliterating it to remove the obstacle from Octavius. She began to stalk toward him, seething.

"I'll fucking rip you apart-"

"Now, Miss Marko, I'd rather not get nasty, especially with Penny involved, after all, her school wouldn't appreciate that? or her bus? or her legal guardian, that nice lady you approved of? So how about you work with us, it's nothing complicated after all. After that, fine, do what you will. I'm a man of my word."

And she did, Of course, but no one threatened her baby. She was in a bind... but Spider-Man wasn't. He had given her ways to communicate with him. Flint had to be careful.

She wasn't careful enough.

Later...

Abandoned warehouse, Sinister Six's current base of Operations

Flint had done what was asked. She stole, and she took care of anyone that got in her way, at least without hurting them too much. Hoping she had took enough time for the Spider to make a move, Flint played the role of dumb grunt.

She received no warning, only feeling very hot, simultaneously feeling herself slow and hardened, the reaction happening too fast for her to dodge or counter. She stood in a shocked pose, turned into glass, her face frozen in a stunned expression.

"Can you hear me Flint? Did you really think I wasn't aware? I wish you hadn't broken my trust, because now I must punish you. The Spider is coming, I anticipate it. After we take care of him, I'm going to deal with you properly. Of course, I'll have to make sure Kraven gets sweet Penelope after Spider-Man is dealt with, so she can see mommy one more time..."

As Octavius left the room, a small crack, barely noticeable, occurred deep within the glass figure.

An immeasurable amount of time passed before a figure suddenly landed before her.

"Flint? Can you hear me? Shit, I don't have anything to undo this right now. I heard everything Flint, don't worry. I'm gonna stop this, no one else is going to be harmed."

When Flint first reformed herself as the Sandwoman, she wasn't quite sure how she did it. It was as though she was sleeping, and she started to will herself to awake. After she got accustomed to her new self, consciousness became easier to control.

When Ock turned her into glass, she had been frozen, but not unaware. In fact, she was very aware. It was not the first time she had been turned to glass either.

What was different, was before she had been surprised. Now, she was angry, angrier than she had ever been. The heat, the fire that represented her consciousness, reached out, and began to flex. The glass had been sand, her sand...

The crack within her continued slowly, before several continued outward to each limb. A separate crack appeared in one smooth glass arm, then in the other. Two more fissures followed the first ones, and two followed each until within seconds the entire frame was covered in spiderweb cracks.

The thin line across the mouth cracked open.

Spider-Man knew about Ock's plans, and already had sabotaged several key elements. Flint had done more than give him information, Octavius clearly didn't expect her to understand how to stick something under a table. He wasn't going to let Ock get away with this, nor was he going to let him take Penelope, whoever that was.

SLICE*

Dodging the Vulture's sharp wings, he quipped. "Have you guys been doing your team growth exercises? doesn't feel like it!"

"Kill the Spider dammit!" Octavius Roared.

Mysterio had already eloped. Electro was taking a breather while he was stuck to the wall for the moment. The Web-Slinger was dancing dangerously around Kraven, Vulture, and Doc Ock simultaneously. Ock was trying-and failing- to avoid hitting his own allies.

"RAAAAHHHHH-"

It was mid-fight that everyone stopped in the middle of an inhuman roar, before it stalked forwards out of the dark entryway. The arms and legs moved awkwardly, violently, and with purpose.

The figure stalking towards them appeared almost translucent, covered in spikes. It was when the figure stalked closer, that he realized the figure looked made of broken glass, as though someone put a broken mannequin together, with extra pieces, to make a strange hedgehog human hybrid.

It was a brief moment that Spider-Man believed Ock had a trick up his sleeve, if not for his own shocked Expression. He quickly realized himself that the figure was Flint, now some kind of Glasswoman.

All of this had occurred in seconds.

"RAAAAHH!"

Suddenly it lunged, screaming as it launched itself at Doc Ock. Spider-Man had his attention taken away, as Kraven lunged at him once more.

Doc Ock sent a tentacle spearing into the glass thing's chest. It seemed to merely ignore it, allowing the tentacle to go right through its chest. It got close and swung its own hazardous bladelike arms at the doctor.

The doctor launched himself back. His bodysuit had been designed for all sorts of possible hazards, Which included penetrating objects. It did not factor in a literal wave of glass constantly clawing at it like a wild animal. He wasn't sure how much of it his suit would actually tolerate.

"Die, die damn you!" He sent a tentacle forward, claiming it's claws around the head of the thing, hoping to crush it. The glass head crumpled, then merely slipped through the claw, swinging at Ock once again finally cutting through the suit and taking a bit of flesh. Octavious yelled at the sudden burst of pain at his side.

How? She is gaining her abilities back, but her mental state is gone. But she is glass, her body should be in artificial stasis, how is she doing this?!

He used his lower tentacles to launch himself back once again. The Glasswoman followed, her glass pieces coming together as if they were magnetically attracted.

"Electro, help me get the Spider, now." Kraven demanded the electromancer, who just got out of his web trap. Spider-Man was busy dodging Toomes.

"Do you even see that fucking thing?" Max then pointed at the glass monster raging after Doc Ock. "Nah man, I'm good. Spider-Man already fucked up Doc's machine, can't do whatever it was supposed to do. This whole thing is going downhill, I don't think it's even worth it anymore."

Electro turned away, ready to lift off and escape himself.

"Just do as you're told Max, think of your sister, and do as I-"

BZZZZAP*

Turning fast as a western cowboy, Electro sent a powerful lightning bolt straight into Kraven. The voltage was enough to stun the hunter, but not enough to kill. It did leave a burning mark in the hunters chest. Electro floated over, forming new electro-bolts.

"Don't you ever talk about Allison, Don't you EVER!-"

ZZZAP*

"I'll fucking kill you. You hear me?! you pelt-"

ZAP*

"-fucking-"

ZAP*

"-FUCK!"

Electro zapped the hunter every other word. While he was distracted, Spider-man shot a web into the wall, pulling himself to Electro, greeting him with a hard kick to the sternum.

SHATTER*

The hit sent Electro out the window. Spider-Man webbed up Kraven while he was down. He knew while the hunter was in pain, he could handle much worse.

Now, he had to bring his attention to Octavious and Sandy.

Ock had inadvertently created his own demise. Every time he smashed the glass creature, it broke into smaller and smaller pieces, moving more fluidly and nimbly. Now it practically moved like a human, its appearance was otherwise. Coated in bits of glass, it looked like some sort of hellish crystalline creature. Its expression was one of pure hatred.

Ock drove all four of his extra limbs into the figure, and it phased through it like sand. A spiky hand gripped his shoulder, sending pricks of pain into his shoulder as it shoved him into the wall. That same hand grabbed his skull, and Octavious screamed as glass spikes dug into his scalp. His goggles protected his eyes, allowing him to look as the Glass formed its other hand into an axe, the edge spiked all the way down.

"Flint, STOP." The spider had hopped down, the glass figure raised the axe high. "Penelope is safe."

The word "Penelope" registered first in her mind, Bringing what was still very much Flint back to reality. The word "safe" brought her attention away from the doc, who tried very hard to be still, feeling any movement might end his life sooner.

"Penny-safe?" The words came out rough and coarse like granite. Her expression softened, before sharpening again "He-"

"Has lost, and he's not going to lay a hand on anyone, he's giving up. Ain't that right, Doc?"

"You insect-"

Spider-Man gave him a hard jab between the eyes, his skull smacked against the head once more, before he crumpled to the floor.

"Pardon you, I'm an arachnid."

Spider-Man got off the line with Doctor Richards. The man, thankfully, wasn't busy traveling between dimensions, and happened to be up due to the common case of "Scientist Insomnia". At the least, Peter had given the man an excuse for Sue to not strap him to their bed with his own limbs.

Ben Grimm was on his way now to pick them via the "Fantastic Express". Looking over, he saw Flint on the other side of the street, watching the ocean. She sat, huddled, holding herself close, her glass-like form gleamed from the moon.

Striding over to her, he took a seat by her. Much like years earlier, she was not acknowledging him, keeping her gaze outward.

"I'm a failure." her voice was still off, but it was amazing she could even speak in her current state.

"Now why are you saying that about yourself?"

"Because I let myself get roped into this shit again. Because my little girl was dragged into this... Octavious had her address, he knew things I didn't fuckin know."

"I don't blame you for your choice, I can't say I wouldn't have done the same-"

"But you could, don't you see?" She finally looked at him. "You might mess up a few times, but you...you fight the odds. You find a way to win."

"Hey-"

"I'm a failure as a mother. I failed to protect her. I failed myself trying to go straight...I failed you..."

Spider-Man tried to think of something to say, anything. An idea came to mind, not really a smart one either.

"Could you, humor me? Do you have enough control to... make yourself flat- or- not so sharp."

Flint looked at him confused, then, she closed her eyes, and tried. The sharp surface of her "skin" made of broken class seemed to shift around. Her body shook for a good minute as the Glass shifted around. When she was done, her form resembled herself, roughly, like a glass sculpture, with dozens of fissures, yet unbroken. There were bits, a hand was still shaped like a claw, and a few sharp pieces stuck out the side of her head like a broken horn.

Spider-Man assessed her form, carefully, before nodding. "Ok, cool, now don't freak."

She didn't understand, until she felt his arms around her waist, as he hugged her gently. Stunned, her arms were raised slightly in confusion and uncertainty, then he spoke.

"You are not a failure. Your daughter is safe because you played along, you did your part as her mother. You didn't fail yourself, because you were coerced into doing this, not because you wanted to or because you fell off the wagon. You didn't fail me, because you contacted me, warned me despite the risk. You helped me stop a catastrophe, that would have hurt everybody involved. I'm trying to tell you, You're a hero."

Flint wanted to hug him back, reciprocate the trust he was giving her. She trusted him enough to speak truthfully.

"I would have killed Octavious, I was going to do it."

"You didn't, and that's what mattered. If people knew how close heroes get to that point...let's just stay some people would be seen very differently."

It was then that the hum of a hovercraft was heard, and they looked up to see Ben Grimm flying the famous Fantastic mobile.

"Called for a lift? Hop in fellas, Reed will make you right as rain."

"Vacation Island", 2016

Peter sat under the shade of a tree for several hours, with loose change he had bought a water bottle to keep himself hydrated. He heard radio chatter on the beach, and realized a man was listening to a New York baseball game in a real retro way.

"Is that current?", he had asked the man.

The man nodded. "Oh yeah, we are making a comeback this season."

"Anything exciting going on in New York, you know, more of that crazy stuff?" Of course you are sticking your nose in it again.

"Nah it's been quiet. Heard it's been more explosive in Washington, but nothing special."

He had parted ways with the man not long after, and sat under the shade watching the waves. His short exchange with the man made him realize, New York was fine. There were probably Robberies and fires and all sorts of things that happened long before Peter ever wore a mask. But the key point was, it wasn't the end of the world.

It only took Flint taking him, and flying across the ocean, presumably, to get him to realize that. Looking down his injured hand, now wrapped and bandaged. Flint must have wrapped it while he was passed out at some point. Perhaps not necessary, with his healing factor, but she had been considerate. It brought his thoughts back to her. She was more than good to him. All he did in return was cry, and ogle at her.

I didn't even thank her for patching me up.

Peter believed in Karma, retribution. On some level it has to be true. He ignored the robber, and his uncle lost his life. He didn't tell Gwen the entire truth, and then he lost her in the worst way. When the black suit entered his life, he felt powerful, unstoppable, nothing could touch him...and so a red mist robbed him, and other New Yorkers of someone close to them, because of his hubris.

Now, he couldn't help but wonder if the universe decided Mary Jane was going to get married, just like that, because he was eyeing his female friend in a...certain way. It wasn't fair of him to accuse the universe like that, like it's biggest concern was messing with him, specifically. Yet, wasn't that possible?

Peter had to be realistic, however, or as realistic as he could be. Thinking back on those conversations it felt, obvious? Maybe she wanted to begin anew...as friends?? But did Peter want that? He was also ninety-nine percent certain Jonah would want him to take pictures... of his ex's wedding.

To do that, would that make him brave and understanding? Or would that just make him a fool? Just like he was a fool thinking they were gonna get back together. A fool for thinking he could save enough people to make up for those he couldn't...

A fool to think...the world needed him twenty-four-seven. A fool to think, he didn't deserve a life.

His reminiscing continued until the sun was starting to dip downward again. His shadow stretched long and thin behind him. It was joined by another shadow, whose footfalls were unnaturally silent as she approached.

"Hey Spider. How we doin?"

Flint had given him most of the day alone, or at least gave him that illusion of privacy. If she was watching from afar, to protect him from himself, he couldn't blame her.

"Doing Better, not completely alright, but... doing a bit better." He put up his bandaged hand. "Thank you, Flint. I'm-"

He stopped himself from saying sorry, and Flint simply smiled at him. Her smile disappeared as she lowered her gaze a little. "Do you...do you want to go home?"

"Do you think I should, right now?"

She shook her head, almost childlike."No, I don't think you've used up all your 'vacation time'. I also don't think you are in the right headspace yet...but you aren't a prisoner. I told you that before, and I stand by that. I'm here because...I'm... your friend."

Flint was certain he was done being here, that he has had enough time being around her. She knew she was a bit rough around the edges, a bit crass. If anything, she simply hoped that he got what he needed here, that he wouldn't run himself dead on a suicide mission to "save everybody".

Peter got up, shrugging off his negative emotions. "I don't feel like going back yet either. What do you want to do?"

Flint suddenly felt irrationally under pressure, not expecting the answer given. "I, um, how bout we grab some dinner?"

They ended up at a place Flint had never been. It had been spontaneous, and wasn't one of her usual picks. They sat, and ordered drinks, but Neither person was really hungry. A massive space in the center was filled with people dancing. Flint noticed that people of all ages and groups were within.

In spite of the music, the silence between her and Pete at the moment was deafening. Small talk just didn't seem possible with the serious subjects both had confronted that past night and day.

She was only half serious when she asked: "Dance with me?"

"Let's do it." She was taken aback by his immediate response, but Flint never backed down, even if she had no idea what she was doing.

They went to the dance area. Everyone, either solo or in pairs, moved and swayed around the two, lost in their own little world.

Flint just stood there awkwardly. "I... didn't plan it out this far."

"Uh, Flint?" Peter questioned,

Flint rubbed the back of her head as she looked off to the side. "So, I actually don't know how to dance-Don't laugh at me!"

Peter began chuckling the moment she started to explain, and forced himself to cut it out for her sake. "Okay okay, let me show you something I picked up. Besides, these folks aren't doing anything crazy."

Grabbing a hand each with his own, he began moving her arms forward and backward. "Get a feel for the movement, then put your waist into it...there you go."

"You aren't gonna make me do a cha Cha are you? I don't have the footwork for that."

"Nothing complicated like that, Sandy."

"Is it wrong to feel ridiculous, when I suggested this."

"If you take a quick look around, we are all ridiculous. Quick, let's do a spin." She complied, and while her spin was a little slow and awkward, Peter could only smile. "See? Nothing to it."

The music eventually moved into a more somber quiet tone, as couples, friends, and family began to slow dance. Peter pulled Flint a bit closer, just enough for them to slow spin like the others.

"Well, this I understand at least." Peter said. "May taught me more traditional dancing, when I was a kid."

Flint's iconic smirk had returned. "Heh, I never did this, Vic and Marcy and I danced like animals, if not causing a ruckus to get us kicked out of our homecoming."

"Sounds fun."

"Yeah..."

"Do you miss Vic? And Marcy?" Peter didn't know why he asked. Thankfully Flint wasn't bothered.

Her smirk became a more homely smile."Of course. A part of me aches when I think of them, but it aches far less than before, when that anger was all consuming. You'll move past that hurt Peter, If I can, you can."

Sundown gave the lights strewn above the dancefloor and enhanced glow. Peter seemed radiating in the warmth of the orange and yellow lights.

Kiss him. A traitorous thought popped into Flint's head. She moved her head forward, and rested it on Peter's shoulder. More than a friend, not quite a lover.

Coward

"Flint, can I ask you a question?"

They were back on the private beach, watching the waves again. Unlike the night prior, the excitement had quieted gracefully, instead of being violently interrupted by emotional rage.

"Yeah, what's up?"

"You didn't seem very shocked about who I was, under the mask. Hell, you haven't brought it up once...did you, already know?"

Flint looked away, out to the sea again. "Yeah, I knew before... I know you don't like having it out like that."

"No, don't worry about it like that, you're an Avenger, and my friend. I guess I'm just curious who slipped up, or if they told you as a part of this... operation? Can we even call it that?"

He had revealed his identity to the Original Avengers only a few years ago. Only the originals. Members came and went, but it took a lot for him to bite the bullet and show them his face...after so many years. Clint thought he was even younger than he actually-

"The Avengers never said a word." Flint seems to be looking at something interesting on her feet. "Peter, the truth is, I've known who you were for years."

"Wait, do you mean...before you were even an Avenger?"

She smiled ruefully. " Not long after, actually. To be honest, it was a complete accident, Finding out. Penny didn't mean to sell you out."

"Penn-you-your daughter told you?"

"She didn't mean to. One day she was sleepwalking, I was bringing her back to bed when the TV was on, and she pointed you out. I didn't take her seriously then, but I thought about it. I thought about your height... looked into a few things. Boy, did I feel like a dunce, although I'm hoping I'm one of the few who know?"

"You are someone I'm comfortable with knowing my secret. I know I kinda flipped at first, but..."

"You don't need to say it, I'd be a bit worried too. I'm...I'm glad you trust me."

Peter started to relax, before his brain caught up once more. "But wait, how does Penny know?"

"She remembers you... everyday, because you are her hero." Flint looked at him, a shine in her eyes. "Because you saved her life."

New York, 2010

Daddy shouldn't have been driving. Penny knew this, but wouldn't speak up. Daddy said good girls don't interrupt daddy when he's having a good time.

Penny still didn't like it. Daddy said she was too young to understand adults yet, she was only six. She liked it when daddy would bring her to the "bar". She got crunchy french fries, and the waitresses, as she learned they were called, were very kind to her. Still, daddy had too many of the little drinks, filled with amber liquid. She liked that word, Amber, she learned it in school, it was a pretty way of saying yellow with a mix of orange.

Daddy told them he had walked. That was true, they had walked from a different parking lot. Daddy appeared to walk fine when they had to leave. He had stumbled a bit when they reached the car, but Penny knew that daddy just tripped up sometimes.

They were stuck on the bridge, and dad had his music on loud. Penny suddenly felt the oddest vibration coming from behind her. When people were running past her window, down the bridge, her confusion mixed with fear.

"What the hell..." Vic said, slurring a little.

Looking out the back window, Penny could only see a thick green tail, cars being tossed and turned.

"Daddy there's a monster!" She tried to earn her dad, but he couldn't hear her.

Vic cut the music as he simultaneously stepped out of his vehicle, not heeding his daughters warnings. Vic had meant to get out, grab Penny out of the back seat and walk off the bridge. He shut his door, and reached for Penny's-

THUNK*

Her dad had suddenly slipped out of view. There was a muffled crunching sound, and red sprayed the driver's window, flecks hitting Penny's passenger window. Penny slowly reached out with a shaky hand, and pushed the window button on her door, lowering the glass barrier a crack, and called out:

"Daddy?"

She saw green scales, then a bloody set of teeth as a reptilian eye glared at her.

Penny screamed, as the monster dug its claws into the car and tossed it over the bridge. She was screaming hard as the car dove headfirst toward the water. Then somehow, as though it was magic, the car stopped falling, as though it was hanging, swaying side to side before settling.

"Daddy?! Daddy help!"

Only roars responded to Penny's cries. She heard more noise, thumps and smashes from above, as she faced downward looking at black water. All she wanted was her dad, she would be a good girl. She wouldn't say anything about his drinking again. Penny just wanted her daddy to help her.

"Daddy..."

Penny's fear escalated when she heard something land above her. she shrieked when she heard the back of the car get pulled off, seeing a monster with large white eyes.

"Hey hey, it's okay." She kept screaming for her daddy to help. The thing she thought was a monster tried and failed with words alone to convince the frightened child she was gonna be okay. Desperate, he took off his mask.

"Hey look," Looking back at the white-eyed monster, she stopped screaming, taking in the very normal face, the chocolate colored hair messily dancing over his eyes. "I'm just a normal guy, alright? What's your name?"

"Penny."

"Penny, I'm coming to get you out."

"What about my daddy?"

The stranger could only shake his head and say. "We have to worry about you first? Okay?"

She was scared to move, and then the stranger spoke to her again.

"You wanna hold on to this?" He offered the mask to her, and suddenly it wasn't so scary. She held her hands out, catching it with ease. "What's your name?"

"Penny"

"Penny, I'm gonna get you out of there. Stay still." Penny nodded, as he crawled down to her. He unlatched the seatbelt, simultaneously catching her. "I gotcha." Turning her around to face him, he gave her a gentle smile. "Okay, now we-"

There was a lurch, and Spider-Man acted fast. Holding Penny right, he shot a new web line where the old one ended, the bumper still attached, as the vehicle dropped into the river.

"Okay! okay! a little exciting, but the hard parts are over. You okay, Penny?"

Penny was in tears, upset, not because of the scary situation, and it was scary. She was crying because inside her chest, she knew her daddy was gone, even if her head didn't quite realize it yet. She pressed her face into her rescuer's chest, and wept.

"I...I remember...Connors he...but her dad-"

"Vic is dead, and no, I don't blame you. Of course Marcy was nowhere to be seen, she sure as hell didn't take responsibility, of course maybe that was my fault for threatening her."

"I remember her now... that was a bad night... She never should have had to witness that."

"It's all in the past. Avengers helped me get custody, even if it took a while. Penny is healthy, alive and going to a private school, and doing great! She still loves me, in spite of what I am. If it wasn't for you, I wouldn't have that."

She looked at him with her own questioning glance. "My question is... why would you do that? You could have just grabbed her, no need to risk yourself."

Peter pondered it for a moment, then said. "Because, if I was in her position, all I'd want was a friend, to help me, to be there for me, in my worst moment."

It was quiet again, and Flint simply rested her head on Peter's shoulder, the waves lulling them gently.

The next day

Peter felt like there was something Flint wasn't talking to him about. He worried that he may have made her uncomfortable, but that didn't seem to make sense. They had crossed...some boundaries, he knew they did. Yet he wasn't sure what they could be defined as. Last night, he could have sworn Flint was going to kiss him...

They had walked into a Speedy Mart, of all things. It was kind of hilarious to Peter that even somewhere like here, they had a location. A key difference being the sand and dirt that got tracked in from outside.

"So what, you think chips or bagged popcorn?" He asked her from the other side of the aisle.

"Hmm? Oh uh, chips, yeah. Let's do chips."

Now she was the one getting distracted. But that was okay, she was there for him, gave him support when he needed it. A literal shoulder to cry on. She seemed to lean on him a little too, giving him hugs, or keeping him close... did she...

A familiar ring came as another customer entered. The exchange was quick, Peter looking up to notice the man's face was covered, as he drew a .357 magnum from his sleeveless jacket.

His Spider-Sense blared.

Click*

Flint turned at the sound, as Peter leapt forward.

BANG!*

The gun went off, as Peter passed between the robber and cashier, sliding to the floor. His head landed hard against the floor as he slid past Flint unmoving.

New York, 2016

Duffy's bar

The large man seemingly carved from orange rocks was a noticeable sight. That is, if you weren't the usual customer. Patrons had been unnerved by the man initially, but like many who went to the bar, they grew accustomed to his appearance, too busy drowning their own sorrows. Or, just busy trying to collect their thoughts.

The large orange man first came to this bar for the former, then, the later. Of course, he came in anyway for a drink, usually with his drinking buddy, who was right on time, for once.

She wore a common trenchcoat, and shaped her shoulders to match that of a man.

"Ben, how the hell are ya." Flint slapped a hand heavily onto Benjamin Grimm's rocky hide, as she took the seat beside him. She waved the bartender over, as he responded.

"Oh you know, Reed's playing 'god'. Sue is making sure he is 'careful'. Johnny made the front page for all the wrong reasons."

"Johnny is in print? Are you lying to me? There's no way in hell the Bugle is actually keeping up with social media."

Ben made a rumbling noise at that. "Goddamn kid made enough of a stinker, even that lout Jameson had to follow it, instead of stalking the web-head."

Ironic that he mentioned the webhead, but Flint didn't want to address that yet. "Wait a minute, how do you keep up with that shit, You can't hold onto a phone for dear life."

Ben smirked, and held up one of the largest phones ever created. "I keep up, Reeds design, could survive the jaws of a shark."

"I thought you hated most of the modern mumbo jumbo."

"I still do...The little one wanted me to play this phone game with her, and Reed wanted me to keep her a little bit more busy." "Now, instead of delaying the inevitable, what's on your mind?"

"What? What do you mean?"

"I've gotten to know you pal, I can tell when something is itchin at ya."

"I'm in love with the Spider, and I don't know how to..."

"...ah." Ben raised his glass and downed it all in one go. " So, might as well ask, how long ago? And why?"

"I mean...shit not the whole time I promise you that. For the last several years, I've been alone, and that's given me time to reflect. It was only a couple of years ago, I dunno it just clicked. I just feel like I'm gonna come off as a freak you know? I'm pretty sure he was still just a kid in high school when I met him."

Ben hummed deeply, stirring his drink with a straw he didn't use.

"I remember when I became... this. All my hard work in life, and I'm paid back by becoming a walking boulder. It was hard, those first nights, everyday felt like waking up to a nightmare. Reed...he tried so hard to fix me. Believe me he did. All I could see was the thing I had become."

He downed half of his glass, and waited for a belch that didn't come, before continuing.

"I had lost all hope, and then...Alicia. A damn blind woman. She heard me grumbling about life, and... she just strode over to me, not fast of course but...she had confidence." Ben took another swig before continuing. "I was so scared of her touching me, of feeling rejection. She had gasped, but told me to stop when I began to move away. Now...she touches me whenever possible." There was a satisfied smirk plastered on his face. "There are challenges, in this life, different ones for all of us. We pay prices, but good shit happens too. What I'm trying to tell ya, is that if a living rock like me can get a girl, you can get yourself someone special too. We had rough starts in life, but that don't mean we can't get a good finish."

"What if he rejects me?"

Ben seemed to remember something long ago, a far away look in his eyes. If she had a mirror, she would say it was the same way she

"I guess it depends on how you carry yourself. The worst thing, is he remains your friend. It can hurt, but sometimes... the important thing is that we have good people in our life to keep us afloat."

"Vacation Island", 2016

Flint's response was immediate, swift, and violent.

In a heart wrenching screech, she launched her fist, and most of her sand particles into the assailant. She made no weaponry, no maces or sledgehammers, just a surge of sharp, hard sand, colliding with the man. The glass windows of the convenience store exploded outward as the man was vomited into the street.

Peter hadn't moved, and Flint was consumed by rage, the belief that he was dead already tunneling her vision on the soon to be dead piece-of-shit moaning in pain. Her arm reformed, and the sand went through a rapid process, forming into a glass blade, a trick she never really used, but didn't forget either. She was going to commit war crimes on this man, and he would be aware of every bit of it. She wouldn't be an Avenger for what she would do. Her status would be removed, she would be on the run again, if she didn't just turn herself in. She'd lose everything.

She was right above the man, ready to begin her first cut.

"Ow, My arm stings like a bitch. Flint?" Peter groaned from the floor.

All the sand particles returned to her, reforming her body properly. Of course that was after she rushed to him half granulated.

"Peter, you're okay!" She gave him a look over, immediately zeroing in on the bloody mess. "Your arm!"

Without another word she enveloped him. Moving far and fast away from the Speedy Mart. The cashier just watched his customers fly away, before looking at the huge mess made to his store. He muttered, "Shit..." before hearing a groan.

The would-be robber was still on the floor, alive, with a future medical bill that included, a broken arm, wrist, leg, half of his ribs, and a concussion, and several lacerations from both glass and sand that cut him up as he went through the window. He almost had sympathy from the Cashier, almost.

"Quit you're moaning, you haven't even got the bill for my store yet you prick!"

Flint wasn't limited by stamina, and her pace brought her to the private beach at ludicrous speed. The door was kicked open, Peter was "gently tossed" into the bed, Flint already moving to grab the medkit. Within seconds she was pressing a towel to his wound.

"I don't like that blood, we have to get the bullet out."

"Sandy-" She was already shuffling through the med kit intensely, in an effort to find what she needed.

"Hold on, we have some sterilizer in here, goddammit Stark, all the alcohol but the one I need-"

"Sandy the bullet is already out, look." Peter showed her his arm, having used the towel to wipe off the excess blood, the wound seemed significantly less severe. "See, it's already healing." Seeing her confused look, he confessed. "Ever since the black suit...I've been healing better than usual. It's left me with some... lingering effects."

"You still need to clean it, we should wrap it, God forbid you get an infection." Finding an antiseptic spray, she grabbed his arm and sprayed, he winced in pain for a brief second, but a cooling effect quickly replaced the sting of his wound. Flint was already wrapping it in gauze with frantic speed.

"Sandy, calm down, it didn't even get to the bone."

"Which you are very lucky for! God why do you have to be such a hero? Can't you take a break from it?!"

She knew the answer already, he knew she knew. Still, he responded with: "You know I couldn't let innocent people get hurt, not when I could do something."

Her frustrated, angry fussing around suddenly stopped, She calmly finished wrapping his arm before putting her hands in her lap.

"I do, I just wish... I just wish you would think about self preservation a little more often, consider the people who care about you. The Richards, the Connors, Your friend Harry, Johnny Storm, the Avengers, me. Do you know what your death would do to me?"

"I-"

"It would destroy me Peter. I don't know what I would do, except kill the man that took you away, in the worst ways possible. It's selfish, and unfair to everyone I care about, but I would throw away everything, to avenge you, before I spent a lifetime grieving you."

"Flint-"

"That's not my name." She interjected, putting a finger to his lips, signaling she wasn't done. Despite this, she didn't say anything for a long moment. "I'm being selfish, I know I am, I can't ask you to not do what you do, but I can't stand to see you hurt either. You're...my friend...more than that really... goddammit Peter, you mean everything to me!"

Flint's finger was replaced with her lips, and Peter expected the texture of sand for a moment. Instead, he felt the flesh of a normal human being, and he melted into the sensation. His arms came around her waist, pulling her closer. Her hands caressed his face, they felt soft, like her lips. A hand combed through his hair.

When she gave him a chance to grab air, she told him. "Willow Baker. That's my name."

"Willow...like the flower... beautiful Willow." Peter said in a daze.

Slipping her fingers under her shoulder straps, Willow unveiled the greatest secret. That her swimsuit, was in fact, real and not simply a mimicry of cloth.

Technically, so was the rest of her, Peter found out, as she pressed herself against him.

Peter, for a resounding hour or so, had forgotten about his troubles. Whether it was rent, work, Mary Jane, superhero business. Flint Marko, aka Sandy, aka Willow Baker wiped his mind clean of all those little pests on his brain, and covered it in a protective layer of sand.

At some point, it became dusk, and their physical activity had moved to the beach. By night, they were cuddled up together, the night sky filled with stars, the sound of the tide most prominent. They were lying in a shallow ditch fit for two, a mound of sand serving as a headrest.

Peter, who had been watching the stars, looked down at Willow, who was watching the receding tide. "How's it going down there?"

She looked up at him, an almost-smile betraying some hidden anxiety. "Did you...enjoy it?"

"Of course I did. My science brain is just thinking, how does it work? What does it feel like... for you, when we..."

"Like a normal woman? I couldn't tell you how or why. It still boggles Richards, but he does have a working theory. Something about my mind being able to modify myself on a molecular level. Honestly it's insane, we make love, And I'm just normal, but if Hulk punched me, My innards would just be sand. It's practically..um...what's the word for unbelievably fast?"

"Instantaneous?"

"Exactly. Of course, I can do a lot of things, And I can do them for you, or, to you." Willow looked away from him, tracing the sand with her finger. "I know I'm not... her...but"

Peter tilted her head back to face him. "I don't want her, and you don't have to be anyone, but yourself."

Willow kept him occupied for another hour after that.

One week later...

"So, feel like going back to work yet?"

They were lounging at the beach again. Peter never would have believed that he was where he was, two weeks ago. Two weeks ago, he was still pining for Mary Jane, instead of spending his time under an umbrella, with a woman that appreciated his company.

"Gosh, not really? Okay I do have to go back sometime but, are you coming back with me?" He really hoped she was. Their sudden...bonding was unexpected, but fully embraced before that day had ended. Still, there was a prodding in his head, trying to fill it with doubt.

"Of course. You gotta meet Penny, formally I mean." And that prodding was slapped away like a fly.

"I look forward to it. Other things, not so much."

"The redheads wedding?"

Willow had suggested before that he charge Jameson a premium, or just go without taking any photos. Plenty of "legal" revenge schemes, classic Flint Marko style. But he didn't want revenge, he wanted closure, and that wasn't going to come from being a pest. John Jameson was a good man, honest to God, and that was enough for Peter to let it be.

"No, I'm not going. Not out of spite, I just think... I need to move forward. I'll probably send a postcard, wish them the best." His heart was still healing, but it was on the mend. Sandy helped a lot with that. She had helped him so much, so had Ben Grimm, so had Cap. Getting into an upright position, he reached out a hand to bury into the sand, trying to memorize the texture. "I'm gonna miss this place. Think we could return yearly? Bring Penny along maybe? Hell, we could see Ben Grimm in a speedo."

Willow slapped him playfully on the arm long since healed. "You would give me that mental image!" She hugged his arm close to her chest. "You know we could spend an extra week here. It's not like we are costing Stark pocket change."

"Magneto might wage war next week, so hey I'll take the break."

"I cannot believe this shit."

Both their heads turned to see a woman standing knee deep in the water, hands on her hips. Physically, the woman had an athlete's body, Her arms and legs showing a physique comparable to Willow's.

Except... she had no legs below the water line. Matter of fact, her lower half seemed translucent, and her upper body unnaturally dry, her light-brown hair nicely combed and trailing down her right shoulder.

Peter recognized her frowning bitch-face well enough. "...Hydro-Woman?"

As did Willow, as she sighed. "What's up, Marissa?"

End?

Author's Note:

I missed you guys, I want to start with that. It's been a while hasn't it? The response I expect is-

1: What took you so long?

2: Who are you again?

Either response is justified. I've been MIA for OVER A YEAR. I have been planning this re-debut for months. Would you believe first I made my deadline this past halloween?, and then Christmas? And then New Years?!

First, I am so sorry for being so late. I don't want to use excuses. I will tell you the truth, first being I changed jobs, and re-adapting to my environment was stressful. Personal events occurred , a lot of things have gone up and down. I'd like to pretend that I "didn't have time" to write, but that's not true, writers block or not, there were opportunities I could have been writing and simply didn't. I'm making an effort to change that. Thankfully I have still been putting work in throughout the year. So enough with my bull, let's talk about the story itself.

I do hope you all enjoyed this chapter, I understand if it is not anybody's favorite, but it is the story I wished to tell. I simply don't want every chapter to be "I'm a supervillain, but I'm a lady and you're cute so let's kiss." In this case, Flint really wasn't a villain except in the early years. The character has been back and forth in the comics but I tried to do the redemption arc justice for Willow. Electro and Mysterio were essentially "saved" by Spider-Man, so it felt right that someone "saved" him this time. Also, Ben Grimm's official debut! I used some of the comic dialogue as reference. I hope I did him justice in your eyes, as I hope to include the FF more in the future. One thing I feel mixed on, is the large amount of "flashbacks", or simply going back and forth between time. This chapter was about reflection, to a degree, yet I am worried I went overkill. Regardless, I want the next chapter, and chapters after that, to flow much more directly, moving forward in time instead of constantly going back and forth. Also, don't think every villain wants to get out of the dark, sometimes, the Spider might just get pulled in...

Now to further explain my massive delays. To motivate myself, I would revisit the older chapters and find myself constantly irritated at some inconsistencies, During autumn I took it upon myself to revise every single chapter released so far, with these goals:

Fix typos.

Rewrite passages to make them flow better,

Establish an overall style now that I've had some chapters to work with.

Scorpion and Doc Ock have received the biggest changes, and I insist you revisit those chapters even if you have recently read them, as after I post this chapter I will be making a point to update ALL prior chapters, hopefully for the last time. After this, I want to focus purely on future chapters. To be clear, this is not a "reboot". All the stories have remained the same overall, Just the first two chapters have been expanded upon extensively, and in my opinion, for the better.

Now, for parting words, If you've already been following this story, I hope you enjoy the chapter! If you followed during my absence, a late welcome! If you are new after I post this, Welcome still! As usual, please leave a review, and let me know what you think of the revised chapters, as well as this new one. I appreciate every single one of you that has followed and favorited my tale.

-Timing.