This chapter might be a bit too long but I think it isn't too bad.

Anways, enjoy!

Disclaimer: All I own is a piece of pie and my OC Lilith, I do not own Ultimate Spider man

(I forgot to put a disclaimer in my last chapter so no one sue please!)

Chapter 3

"Cherish every moment you try to prolong, because it won't last forever."

I was no longer exhausted. My heart felt like it was beating a hundred times faster and I was completely lost for words.

"Wh-what?!" I managed to say.

"Your analysis results just came in and we thought it would be best to tell you immediately." Coulson said.

"You kids told us that Doctor Octopus was working on some kind of new serum," Fury said "and that you don't know what happened to it? Well it seems like it was injected, in you."

A shiver ran down my spine and my knees felt weak but I tried not to show it. They noticed and I was asked if I needed to sit down. Without speaking I took the seat closest to me and was anxiously waiting for them to give me a full explanation.

"Can you remember anything during the battle that could help to indicate when you were injected?" Coulson asked me.

I looked down at my feet as I tried to remember "…well, I did feel a slight pain in my arm when the battle turned chaotic, but I had originally assumed that it was just some falling rubble and just ignored it." They seemed to be thinking about what I had just said. "So, I have 3 weeks?" I asked meeting their gaze.

Fury gave me a saddened look. "According to the results, that's when the serum will take full effect. It was designed to slowly end one's life. We're running some tests to try and find an antidote. It may take a while, but we won't stop until we find one. You're one of the best teenage heroes that SHIELD has to offer, your team won't be the same without you" He said giving me an encouraging smile.

I should've been flattered to be considered one of the best teenage superheroes working with SHIELD, but this was all a lot to take in. "If Doc Oc has been working on this for months, would SHIELD even be able to find an antidote in time? I mean if you compare months of research to the 3 weeks I have left…" I trailed off not knowing what else to say.

"But Doc Oc never had SHIELD technology." Coulson said both him and Fury giving me another encouraging smile. I forced myself to give them a small smile back. What they said was giving me a bit of hope.

"It's too early to tell, but by the morning we should have a list of symptoms that you may get in the weeks prior." Fury said and I nodded.

"Wait, what about the rest of the team?!" I asked frantically "Has anyone else been injected?"

"No. Their results just came in too and they all seem to be in perfect health." Coulson said. "Well maybe Sam has been eating a bit too many potato chips, but other than that everyone else is fine."

Although I was scared about this whole thing, I was relieved that no one else got injected.

"I better call to inform the rest your team—"

"No!" I said a bit too quickly interrupting Coulson and almost jumping out of my seat.

"Lilith, you expect to keep this news from your teammates? From Danny?" Fury asked.

"No, it's just…" I took a deep breath "Once they know, they wouldn't be treating me the same anymore. They'll start acting differently, nothing would be the same… And what if this is my last 3 weeks on earth? I just want one more day of everything staying the way that it is. Just one day to remember things the way that they are."

Fury thought about this for a moment. "Just one day?" he asked.

"Yes. Just one day and I swear I'll them by tomorrow night."

"Fine. But if you don't tell them by tomorrow night, I will." Fury said understanding my reasons. "Today's been an exhausting day for you, you better get some rest."

I nodded and headed for the door, turning around to thank Fury and Coulson before exiting the room.

I couldn't sleep. I knew I wouldn't be able to. I was lying in my bed, trying to fall asleep, but my heart was still racing and my mind had a million thoughts running through it. Why me? I thought. Out of everyone on the team, I'd seem like the most unlikeliest of targets. If Doc Oc was after someone, I'd think it was Peter. I mean, he is the leader of the team and without him this team wouldn't be able to function properly. Speaking of the team, I wonder how they'll take the news. I wonder how Danny will take the news. I'm going to guess; not well. Which is why I want to make tomorrow last. I'm not even sure how I'm going to tell them. I can't just walk up to them and tell them that this could be my last 3 weeks on Earth… could I? I guess I'll have to figure it all out later.

I rolled onto my side to look at my alarm clock which flashed '3:00am'. I shoved my face back into the pillow. This was going to be a long night.

Later that morning, I finally had enough of my insomnia. I think I was able to doze off for a few short minutes, but I began having nightmares about this whole thing and couldn't even close my eyes afterwards. I wasn't tired; I was just a bit scared. If I wanted this day to be as normal as our teenage superhero lives got, I needed to act like my everyday self, which might be a bit of a challenge.

I got out of bed and got myself ready for the day. The team and I were supposed to hang out for at a bowling alley later that day then catch a movie shortly afterwards this evening. Maybe I should tell them after the movie. But before tonight, I was going on a lunch date with Danny.

I had just finished getting ready when my transmitter started beeping. At first I started to panic, thinking that it was one of friends who found out, but I took a few deep breathes to calm myself down and quickly answered my transmitter. I was kind of relieved to see that it was only Fury.

"I have the short list of symptoms." He said.

"Oh, alright." I said a bit hesitant.

As he read the list, the little bit of relief I had felt when he first called slowly vanished. "Any questions?" he asked when he had finished reading the list.

"Yeah, when will the symptoms start?"

"Probably after this week."

"Was there any progress in finding an antidote?"

"Unfortunately, no, but we're still searching."

"What about Doc Oc? Any leads in finding him?"

"A few, but we haven't found anything yet."

"Alright, thanks again Fury."

"No problem kid. We'll let you know if we make any progress in finding that antidote." He went offline and I did the same.

The room seemed so quiet and peaceful. But I knew after today, my world wouldn't be like that again. I have 3 weeks to live and Doc Oc had who knows how many months to work on that serum. They won't be able to find an antidote in time. I know; I could sense it. Even with SHIELD technology, the chances of finding one are slim. If this is my last day of normality, I better make it last.

The time of our lunch date came around and Danny picked me up from my place. We were walking hand in hand to this new place in the city to eat lunch. The wind was gently blowing through the trees, which made a soft rustling sound from the leaves. Danny smiled.

"What?" I asked smiling back.

"Remember the time we got lost in that forest when we were kids?"

I chuckled at the memory. "How could I forget?"

***Flashback***

"C'mon Danny!" cried a much younger version of Lilith.

Danny, also a much younger version, came up behind her. "Are you sure we're allowed to go this far?" he asked.

"Oh relax Danny, we're just exploring! And I promise that we won't go TOO deep into the forest."

"But are we going to follow the trail so we don't get lost?" he asked suspiciously.

"To go exploring you have to NOT follow the trail!"

"If our parents find out, we'll get into a lot of trouble."

"It'll be quick, I promise. Plus last time I came here I found this awesome treehouse!" Lilith said grabbing Danny by the hand and leading him the way there out of pure excitement, completely oblivious to Danny blushing, his cheeks slightly turning pink.

After a few minutes of walking Lilith had seemed to have lost her sense of direction. "Uh… I think we're lost."

"I thought you said you knew where it was!" Danny accused.

"I thought I knew!... but I guess I forgot the way there." Lilith replied sheepishly.

"It doesn't matter, c'mon!" Danny said dragging Lilith in another direction.

"Where are we going?"

"I don't know, we're exploring!" He said smiling.

"Hey! A few minutes ago I was the one who wanted to go exploring and YOU were the one who was worried."

Danny just shrugged.

*snap*

They both stopped walking. "Did you hear that?!" Lilith asked frantically.

"Um, uh, it sounded like a twig." Danny said also growing nervous.

The two walked a little faster.

*Snap!*

The two youngsters suddenly gave out a small scream and broke into a run, running as fast as they could. They were too frightened to look behind them and nearly tripped over several rocks and stones in their paths. Neither Danny nor Lilith saw it in time and they began to scream once again as they both tumbled down a hill and landed in a shallow pond.

They fell in with a splash and quickly emerged from the water, panting from running away from whatever got them both so frightened.

"Is it. Still. Chasing us?" Danny panted.

"I…I don't know." Lilith breathed.

The two slowed their breathing down for a few moments to try to listen, but heard only the sound of their breathing.

"I think it's gone." Danny said.

"Hey, look over there!" Lilith shouted pointing in the opposite direction. "That's the treehouse I mentioned earlier!" Danny and Lilith got out of the pond and ran over to it. It was a small but decent sized treehouse 10 feet from the edge of the pond, but only 4 feet off the ground.

"Who do you think built this?" Lilith asked as she and Danny climbed the few short steps leading up the treehouse and entered to investigate.

"Well, at school someone told me that a couple teenagers built a treehouse in this forest when they were kids."

"Wait I think I remember hearing that too!"

"I think they stopped using it when they got older."

"It does look kind of old in here." Lilith agreed.

"Danny!"

"Lilith!"

"Uh, I think that sounds like our parents…" Danny said nervously.

"Oh no, we're gonna be in a lot of trouble." Lilith said sharing Danny's nervosity.

***End of Flashback***

We both laughed at the memory. "How much trouble did we get in again?" I asked with a smile still plastered on my face.

"Well, if my memory serves correctly, I believe we got a scolding for being two little kids wandering deep in a forest alone, we weren't allowed to go back in that forest for about a month and we both got sick from falling into the pond." Danny replied giving me a huge grin of his own.

The rest of the date was a lot of fun. We talked, laughed and ate our lunch; and I tried to make it all last. Danny kept giving me that "once in a lifetime smile". You know, that smile that instantly proves that a guy is head over heels in love with you? I'm sure going to miss seeing that, as well as hearing the same happiness in his voice…

It wasn't long before our date ended and we joined the rest of the time to go to the bowling alley. There was constant teasing and laughter between all of us. Some got constant strikes and got nachos poured all over them after being accused of using their powers to cheat. Again, I was trying to savour every moment I had with these guys. Just laughing and hanging out with my friends with no one afraid of the possibility of having one less person there the next time we all decide to hang out again. Danny noticed that I was a little quieter than usual and thought something might be wrong, but I tried to reassure him that everything was fine, just for a little while longer. It was always hard for me to lie to Danny.

After bowling we went to see a new movie that just came out. We were all dying to see it and it was the same exciting routine going to the moves with these guys; popcorn being thrown at each other when someone tried to spoil the movie for someone else. Of course, none of us knew any spoilers, but no one wanted to take any chances on a movie that we've all been waiting months to see. At least we were all able to stay quiet during the movie… well, most of the movie.

"That movie was AWESOME!" Sam shouted as we stepped out onto the parking lot after the movie finished.

"I know right, it was definitely worth the wait." I said.

"Remember when he-" Luke was cut off by the sounds of our transmitters' beeping. We checked to make sure no one was around, but there were a few people outside so we quickly moved to the back of the theatre before answering it.

"Fury." Danny said.

"We need you guys to stop Electro's attempt to terrorize the downtown city." Fury said.

"That loser again?" Peter asked half chuckling to himself.

"Ugh, why now? Can't he terrorize the city tomorrow or something?" Sam asked complaining.

"At least he didn't decide to terrorize the city during the movie." Ava reminded him.

"We're on our way there now Fury." Peter said.

We had defeated Electro with ease and were now headed back to SHIELD. We all walked in, me standing behind everyone else. Coulson turned toward us and opened his mouth to speak. I could sense that he was about to say something I didn't want him to say, so I tried to stop him without drawing attention to myself from the rest of my team, but failed. "So I'm assuming you told them?" he asked, his question pointed directly at me.

Everyone turned their heads toward me and Coulson looked a bit sorry, immediately realizing that I hadn't said a single word about it yet. "What is he talking about Lilith?" Danny asked me.

That was it. I couldn't keep it from my friends any longer. Either I tell them, or Fury will. "Well, uh, there was an, incident yesterday while we were fighting Doc Oc and…" I took a deep breath to try to slow my breathing down a bit. "It seems that I'm sick and I've only got weeks."

Ava held a hand to her mouth, Luke and Peter's eyes widened, Sam gasped and Danny looked like someone just stabbed him in the heart.

What did you guys think of this chapter? I'm ALWAYS open to suggestions on what you guys would like to see happen in future chapters, so please let me know in your reviews! I could always use some inspiration :)