That night, Lee is too troubled to sleep in the storage unit, as she's been doing for nights on end now. She gives it the old college try, tucking herself beneath the work bench as she uses an old sweatshirt that she stuffed in here for when the AC units activate as a pillow. There are whispers of her body's distress as she tosses and turns this way and that, trying to make herself as comfortable as she can. When that doesn't work, she turns the lights back on and tries to work herself to sleep, to exhaust herself until she can no longer see straight. But the effect is not quite what she was hoping for, and an hour into this attempted approach, she has nothing to show for it except a few electrical burns and a suit no better off than it was when she stopped working on it hours ago.

So, she walks home around the time of the sunrise and falls into her bed, forcing her body ever deeper into the mattress until she disappears into its darkness. The only problem with that, however, comes only a few hours later when an incessant buzzing interrupts her mostly dreamless sleep. Her ears vibrate with its harsh cacophonic sound, and she subconsciously pulls a pillow over her head to deafen the noise. A valiant effort, perhaps, but not a successful one. Groaning, now awake, Lee rises from her bed and rubs the sleep away from her eyes before staggering toward the intercom system at the front of her apartment. Without even bothering to ask who it is, because if she's being honest with herself, at this point, nothing would surprise her and she's too tired to fear murder or kidnap at this point, she presses the button, de-activating the magnetic lock and allowing whoever it is to enter the first floor door.

Leaning against the wall as she waits for the mysterious guest to appear, she closes her eyes and tries to talk herself out of just sliding down to the floor and giving in to another nap. But, just as she's about to lose that battle, there is a knock at the door. When she opens it, there's Peter Parker, smiling at her as though he hadn't just woken her up from the first consecutive six hour sleep she's had in a long, long time.

"Hey," she says, trying to drive herself from the drowsy state she's stuck in.

Peter smiles, but makes no effort to walk in through the door, mostly because she's standing completely in the way, blocking his path to enter. He shuffles awkwardly as he looks at the woman in front of him.

"Hey," he replies, taking her in.

After all of this time, she's still nothing but a mystery to him. A beautiful mystery who sometimes laughs at the simplest things and whose eyes wander off into dark territories at random. A mystery that he is beginning to wonder if he'll ever unravel. He almost laughs as he stares at her; she looks like she's only just woken up, but she's wearing jeans and a sweatshirt. Peter guesses that she must have been up late last night and fallen asleep at her desk or something of that kind.

"This is unexpected," Lee grumbles, straightening up against the doorframe.

He chuckles at the sleepy grit in her voice, nodding as he looks at the floor. It was a last-minute decision. They were going to go out to see a movie tonight, hang out, but he made a split-second choice to change course, to surprise her; he isn't entirely sure if she finds that choice agreeable or not yet.

"I know," he says.

Again, he makes a step to enter the apartment, but she displays absolutely no signs of even considering moving from her comfortable spot, leaning on the edge of the doorframe. So, instead, Peter takes a step backward and finds his hands adjusting themselves on the strap of the bag which crosses his chest. Lee's eyes follow them suspiciously.

"You're carrying a duffel bag. Why are you carrying a duffel bag?" She asks, skeptically.

The truth is easy enough to explain, but not entirely something that sounds plausible. Peter half expects Lee to accuse him of trying to take advantage of her; that he is making this up for an excuse to be near her for an entire weekend. But that isn't true. Last night, Aunt May got a phone call from a relative out in Connecticut who was wondering how it happened that they hadn't seen each other in so long and that it was high time that she make her way out of the city and to the suburbs for a nice, long weekend visit. Happy to have some time away, the older woman packed her bags and asked Peter to accompany her to Grand Central before sitting on the train with a packed lunch as she watched the city dissolve into the placid, calm country. In the wake of her absence, Peter decided that perhaps Lee might want some company. After all, he's been worried about her. With each passing day, she seems to melting in some way. That's the best word Peter has for it. Melting. She seems to be getting less and less sleep and her mind staggers at times, though she tries to put on a good face for Peter, pretending that it isn't happening. But he sees it, and he worries even as she insists that he does so needlessly. He isn't here for any sinister purpose, just to see what it is that's giving her the air of a woman waiting for the gallows.

"Aunt May's out of town. One of her cousins asked her to go out and visit this weekend," he explains, in the story's most simple plot line.

Of Course, Lee thinks to herself with a scoff. Her arms cross her chest as she shakes her head.

"That's convenient," she mutters under her breath.

"What?" Peter asks, having not quite heard her.

She shakes her head, knowing that even if she told him, she would not be able to explain to him that the reason it is convenient is because there's a massive attack planned on New York and S.H.I.E.L.D. wants Peter to focus on protecting Lee and giving into S.H.I.E.L.D.'s demands, which he cannot do if he's worried about Aunt May.

"Nothing," she replies.

Boxing up his urge to follow the issue further, Peter shrugs. This is the hard part, this is the part where he has to invite himself over and into her life, where all of the times before it has been at her invitation. The last thing he would want is to make her uncomfortable, but he wants to be near her, wants to understand what she's going through. Nearness, Peter thinks, is such a complex term because there are infinite ways to be close to someone. And while he wants to be as close to her as two bodies can be, as much as he wants to breathe her in and finally kiss her and leave trails of fire down her skin and make what would promise to be awkward high-school love to her, that isn't all that he wants, which feels almost an entirely new sensation to him. He wants a nearness that doesn't come from anything physical at all. He wants to know the geography of the worlds in her mind, which (as cheesy and odd as it sounds) is perhaps more real to him than the tangible world has to offer.

"So I thought I might..." he swallows hard, gathering his courage, "You know. Crash here."

Lee's mind immediately conjures up images of two days from now, when the decisions of the world will weigh down on them, when they will have to make choices that shape the way that New York City survives.

"Why?" She asks, sharper than she meant to, but not regretting the bite all the same.

"What do you mean?" Peter asks nervously.

She raises an eyebrow and tries to cover up the angst that rose up in her sore throat.

"You seem like you've got a goal here," she asks, the uncertain accusation popping from her lips.

Peter's always weighing honesty in her presence, and here he decides that this is worth an honest moment of sheer truth from him.

"I want to keep an eye on you. I worry about you," he concedes, knowing that she eventually would pull that confession from him one way or another.

God, she wishes that S.H.I.E.L.D. wasn't right about this. They knew he would want to take care of her, to protect her and to keep her, no matter the consequences. And he just had to go and live up to their exact expectations of him. But she wants to scream at the sky that she's a woman, not a bird with a broken wing in the middle of a pit of snakes. She needs no protection; she needs no looking after. She has a mind and a strength that belongs to no one but herself, and she doesn't need a costume or a mask to defend herself. And, to that end, she growls her frustration at Peter without thinking better of it, shoving him directly in the line of fire that is one of her fleeting, rare moments of rage.

"Peter, you twirl around in tights," her tone turns into the snapping teeth of a bear trap on the floor of the woods and her eyes narrow as she becomes dangerously impassioned, "You're a Cirque De Soleil act, not an all-powerful crime force field, alright? I'm a grown woman who can take care of herself."

That hurts more than Peter would ever care to admit. Not the grown woman bit, because he knows that. He knows that Lee can take care of herself. But the rest of it...That troubles him. Not because it injures his pride, though it does, but it troubles him because it's an argumentative spear the likes of which he has never seen Lee throw before. It only serves to worry him deeper for her, though he knows that she's smart enough and brave enough to save herself from whatever pit she's leapt into.

"What's this about?" He asks, trying to catch her evasive eyes for even a moment so that he might assess what it is that has inspired this rancor in her.

The look of concern in his eyes slides a lid over the boiling pot of her steaming emotions; drawing in a deep breath, she exhales the stress clumping at the back of her neck before rubbing the bridge of her nose apologetically.

"I'm sorry. I'm just..." She trails off, a secret, hidden torment lodged in the back of her throat, "I don't want you to take care of me."

In his time as Spider-Man, there have been many of those moments where something so massive happens that he just loses his bearings for a moment before returning to reality. When buses flip over or men hold women over fire escapes by their ponytails, it's as if the world stops for a moment and Peter is left with nothing but a gentle hum of electricity right behind his ears as the world slides in mayhem like a Rubik's Cube in the hands of a small child. This is one of those moments. Because what he sees when he looks at her, from the bend of her shoulders to the tilt of her chin that seems to be in total defiance of the defeat he sees in her eyes, he finds himself out of touch with reality for a moment. She isn't defeated by him, but he can tell that she feels defeated by something. And, as this moment, he lays down his weapons, so to speak, and softens his voice.

"Okay. Alright. Well, can I stay and just be with you?" He asks, offering an alternative to the I'm here to save you, citizen script that he was attempting a moment ago. He seeks her downcast eyes as his lips twitch into a smile, "And if some masked robber comes through the door, I'll just let you handle it."

Unable to help herself, Lee chuckles. Everything feels more difficult than it did the moment before; everything feels as though she's sliding through wet concrete. But Peter's smile is one of the only comforts that she's allowed in this situation, so she returns his gesture.

"Can I come in now?" He asks, looking at the entryway behind her.

Her sad, distant smile only grows dimmer.

"Yeah. Sure."


That night, they order Chinese take-out and eat it in their pajamas, and Lee slowly warms up to his unexpected presence. It feels oddly safe, when she walks into her bathroom to find his toothbrush on the counter next to hers, to see his red and blue suit hanging up on the coat rack. It's almost like happiness, though that isn't a word that she's entirely comfortable with expressing, mostly because she hasn't really lived a life with a lot of it. Lee is halfway finished with stealing Lo-Mein from Peter's to-go box when his eyes scan her living room. Or, more appropriately, the room with the empty bookcases and the couch across which she occasionally walks when she needs to get something from the kitchen.

"You know what I've noticed?" He asks.

Lee fiddles with the chopsticks, trying to swirl the noodles around them.

"What?" She asks, now stabbing at them in a desperate attempt to maintain her dignity.

Reaching into the brown paper bag and fishing out a plastic fork before handing it to Lee, Peter gestures to the room around him, which is generally devoid of anything. There is a hotel-art style painting on the wall, and the one shelf on the bookcase is stacked high with Lee's discarded school textbooks (she hasn't been needing them anyway), but other than that...

"You don't have a lot of stuff in here," Peter remarks.

Lee happily takes the plastic fork from Peter's grasp and stuffs a mouthful of noodles into the grip of her jaw.

"What do you mean?" She asks as she attempts to chew.

"I mean...No pictures of your family or books or anything, really. Nothing personal," he says, shrugging as he thinks of his own house, which seems to be built from massive collections of personal effects.

Lee's answer isn't actually far from the truth.

"I'm just not a particularly sentimental person, that's all," Lee says with a shrug before going in for more Pork Lo Mein.

But, later that evening, Peter goes to the refrigerator for a glass of water, and there, on the side of the cheap white monstrosity, is a Spider-Man magnet. They sell them on every street corner and in every bodega; they're now staples of the tourist shops and Times Square gift stores. Peter doesn't mention it to her, but he has the distinct feeling that perhaps she's more sentimental than she lets on.


The next morning, Peter awakes to the feeling of Lee's head on his chest and the tips of his fingers dangling off of the sofa and into the box of leftover Sweet and Sour chicken that lay on the floor beneath him. Eyes sliding open, he looks at the hands of his watch, groaning a little as he sees the time. Almost one in the morning. He should go; he should go out and get in his suit and do something important. A conflict arises, though, when he feels how permanent and solid Lee's body feels against his own. They're curled up together on the sofa, her body nestled into his own as she breathes into his chest. But his conscience gets the better of him; he shouldn't be cozied up like this when the city needs him. Guiltily, he shakes Lee's body as he tries to move from underneath him. She groans and resists.

"I've gotta go," he mutters.

He pushes her up to sitting so that he might extract himself from her embrace, but her eyes do not open. Her entire weight rests against his hands, as though she cannot bear her own weight. Sliding himself off of the couch, Peter slides her into his arms, lifting herself off of the furniture; if he leaves her, she'll wake with a horrible crick in her neck.

"Okay," she breathes at his utterance, resting in his arms as the sway of his steps push him from the living room.

Half-awake, Peter raises an eyebrow.

"You aren't going to ask me to stay?" He asks.

Even in this state, Lee is nothing short of sharp.

"Why would I do that? You just said you have to go," Lee says as though it is the most obvious thing in the world.

Peter laughs and begins the walk down her hallway.

"You aren't very good at pillow talk," Peter says, shaking her head.

Lee groans as Peter's steps quicken. Had she been awake, she might have marveled at the solidity she feels in his arms, how secure she feels.

"Just let me go back to sleep," she scolds.

"Okay," he says.

"Great," she breathes into his shirt.

"Good."

"Fine."

He makes it back to her room, finally, and lays her in bed. Not wanting to feel completely helpless, Lee pulls the covers over her own shoulder as she burrows into the sheets. A few seconds of silence stretch out as she waits for him to leave. When he doesn't, Lee turns her back to him and says:

"You can go now."

Not even realizing that he was standing there, watching her smile in her sleep, Peter nods and turns away. Even the darkness of her bedroom cannot hide the scarlet blush that flushes his cheeks.

"Shit. Right. I'll see you later," he stumbles, trying to leave the room before he makes even more of a fool of himself.

Lee is too lost in sleep to even consider giving him a reply.


It feels like only a moment later that Lee is woken unceremoniously from her sleep for the third time in two days. This time, it is by the ringing of her cellphone. Her hand blindly reaches out from under her blanket, her hand wrapping its way down around the instrument before raising it to her ear.

"I'm sleeping. Call back later," she grates before extending the phone back toward her bedside table.

But, the sound of the voice on the other end of the phone speaks through her brush-off. It's Peter's voice. And it is the first time that she has ever heard him panicked.

No, not panicked. Terrified.

And he's shouting his terror. Not just speaking it.

"Get your shit and pack a bag and meet me downstairs in ten minutes," he roars.

She can hear his breath panting through the phone; he is running through the streets of the city. Lee shoots up in bed, her heart racing as her exhausted mind tries to piece together what is going on here.

"What?" She questions.

Peter's voice hitches as he only half-way answers her question.

"Are you watching your TV?" He asks.

She shakes her head and looks at the TV mounted on her bedroom wall, then at the remote control laying beside her on her table. Whatever it is that Peter is questioning her about, she knows she doesn't want to see. It can only mean that the end is closer than she's ever wanted it to be.

"No. I've been sleeping," she says.

Peter doesn't even debate this. He just says so.

"Turn it on," he commands.

Lee's hand is shaking like a woman possessed. Pressing the on button, she waits for the CNN reporter to come into focus as she reads the scroll at the bottom of the screen. Self-Proclaimed "Task Master" Threatens New York City and The Avengers. A well-dressed woman explains the situation in one of her most compellingly calm voices, as the recorded video of a man in a ludicrous silver and blue outfit plays in the inserted side-screen. Apparently, the Task Master has made good on his threat to storm New York a day early.

"...Calling out several of the Avengers' partners by name, including Pepper Potts, Betty Ross, and also Lee McCarthy, a virtual unknown with no known links to the superhero organization. And while no one from S.H.I.E.L.D. would comment-"

Lee's world goes to dark as she hears her own name. Because The Task Master doesn't know that Peter is in anyway connected with S.H.I.E.L.D., which can mean only one thing: he must know that she is Tony's daughter. And while Peter may think that he called her out because of him, Lee knows better. Peter believes that the Task Master is calling out Lee's name because of him, when in reality...The Task Master has no clue about hers and Peter's relationship; he calls her name to incite Tony's wrath. Her voice is smaller than Peter has ever heard it before, so small that he almost doesn't hear her.

"What are you gonna do?" She asks.

His tone is compulsory.

"Just pack a bag and get downstairs, Lee."

Lee's is just as demanding.

"Answer me," she begs.

His answer is a mouthful of sour candy, and Lee's eyes water at the taste of it.

"I'm doing what I have to do," he says, knowing that this was not what he wanted.

He didn't want to join the Avengers. He didn't want to go down this path. Not because he wanted the attention or the control that being a solo hero provides, but because he can't take the notoriety. He can't take standing next to Tony Stark and Bruce Banner; he can't take the tabloids and the government attention.

He never wanted to be a hero. He only wanted to be a guy who saved people and slipped back into the darkness.

And the knowledge of that weighs on Lee's conscience. She... She had a plan. She was going to save him from the fate she signed into his life. She was going to fix this... She was so close. She was going to tell him tonight. She was going to ruin S.H.I.E.L.D.'s plans tonight and she was going to fix this...She was going to...

Her failures run dizzying circles in her mind as she fights the crushing quicksand of guilt that she's drowning in.

"Peter, you can't-" She protests.

But, from the moment he first saw the broadcast of the Task Master's threats only a few minutes ago, he has thought of nothing else. He called them and extracted what he needed from them- protection for Aunt May and Lee- on the one condition that they've been holding above his head for months now. They'll only take care of Lee and Aunt May if he agrees to join them. That's the hard bargain that they're driving.

"If I work with The Avengers, S.H.I.E.L.D. has agreed to keep you safe. Aunt May is out in Connecticut, but they'll send some agents out to keep an eye on her as soon as I arrive at headquarters. It isn't what I want-"

Lee's response is desperate because now the reality of her guilt is upon her. She can no longer drown it out with the sound of Peter's laugh or dull it with the feeling of his heartbeat against her temple. Her body feels that it is no longer held together by skin but instead with slate. Her blood has been brewed with the tea leaves of bad decisions. It's all laying out before her like a bad hand of poker.

"Then don't do it," she pleads.

Peter's decision, though, has been made. Director Fury's words ring in his ears as he turns another corner toward Lee's apartment.

"I'm just a kid, Lee. I'm just a stupid kid and I can't protect you," he chokes.

All she can hear her own voice echoing the words from last night, when she told him on no uncertain terms that this was not worth discussing.

"I don't need you to protect me," she repeats, her voice little more than a ghost of its normal strength.

The sound of it chills Peter enough to slow his sprint until he has stopped moving entirely. He bites his bottom lip until he's almost certain he will draw blood.

"I can't lose you," he admits.

Any other moment, that would have melted the ice around Lee's heart. But not now. Not in this moment. Not when she's mechanically shoving clothes into her bag and trying to make sense of her world. Shoes, socks, toothbrush- oh, pick up Peter's, he'll need it too- bag of carrots- no, that's not necessary, when did I get into the kitchen? Oh, shit, what in the Hell am I doing?- jacket, sweatshirt, leggings, pajamas, psych textbook- shit, shit, shit, shit why the fuck can't I think straight - - - -

"But this is your life, Peter. You'll be giving up your whole life to them," she tries to explain to him.

"Listen to me-" He attempts

No, you listen to me, she wants to say, wants to scream. But instead, she speaks from her heart. She says the only thing that's on her mind right now as the glass she's inexplicably holding in her free hand slips from her fingers, shattering as it hits the floor. The glass shards hit her legs, tiny fractals embedding themselves in the skin there, but she won't feel them for hours. All of the pain she's able to feel is centered on the cavity in the left side her chest where her heart once used to beat freely.

"I don't want to lose you either," she whispers.

It's another one of those moments that slows the world down for Peter Parker. Stopped dead in front of her building, he tries to hold back the unstoppable hurricane of feelings tearing at his walls.

"I thought you weren't a particularly sentimental person," he replies, blinking back the one or two tears that have welled up, choking a laugh.

Lee shoulders the backpack she's blindly packed and stares at the blank wall ahead of her, unable now to move or think.

"I'm not. That's why this is important," she responds.

The pride of sacrifice wells in his chest.

"You're not gonna lose me. And I'm not gonna lose you, alright?" He asserts, using every thought he has to comfort her as much as he knows he needs to be comforted himself, "We're going to go to S.H.I.E.L.D. headquarters and we're going to survive this thing together."

Silence from her end of the telephone line.

"You have to trust me," he says.

"I do."

And she means it.


AH! So much drama! I hope you guys enjoy! Thank you ALL so much for reading and taking the time to review! (I can't believe we're so close to 200 reviews! What?!) I cannot wait to hear what y'all have to say about this chapter! Please let me know!