Disclaimer: I do not own the Amazing Spider-Man! I just own my OC, "Madeline Beckett" and any other characters I make up along the way!

Author's Note: I HOPE YOU GUYS REALIZE THAT YOUR REVIEWS MAKE ME CRY.

Fair warning: it gets depressing closer to the end of the chapter, and to those of you who have read the comics or seen the movie, then you know what I mean.

Enjoy!

"Wake up!" A voice yelled in my ear, and surprisingly, it wasn't Eddie Murphy this time. It was Sara.

"What?" I said groggily, opening my eyes and struggling to focus on her face.

"Mommy said to get up and walk Nemo," Sara simply told me, before she scampered off out of my room.

"Walk what?" I asked, and I was answered by the dog snuggling his head into my chest.

Groaning, I allowed myself ten more minutes to sleep when I found out that it was still early. And by early, I mean just a little before noon. But it was Sunday, Sunday was always my lazy day.

I finally pushed my covers off of me as I changed out of my pyjamas and into a better pair of shorts and a tank top. I quickly threw my hair into a ponytail before going down the stairs, Nemo at my heels.

"You're checking on Peter today," Eddie reminded me as I poured myself a glass of orange juice.

"Yeah," I started, knocking the glass back. "Gonna have to take a rain check on that."

"You can't take a rain check!"

"Why not?"

"It's not raining! When you go to walk your dog, just check up on him," He told me.

"Don't you think that's a little weird?" I asked him as I found Nemo's leash in a cupboard. "Just going over to his house and saying, 'Hey Peter. I was wondering if you had been bit by a radioactive spider. Oh, and obtained super spider powers'."

"You are talking to a figment of your imagination and you're calling that weird?" Eddie retorted.

"Good point," I allowed, snapping Nemo's leash on his collar and leading him towards the front door, where my sneakers were sitting.

I stuck them on as Eddie said, "Peter's just outside. Go say hi, and ask him if he found what he was looking for yesterday. That seems less suspicious."

"I guess," I agreed as I opened the front door and stepped out. I started walking down the sidewalk, and initially, I wasn't going to check on Parker. But I changed my mind when I saw him sitting on his roof.

I walked over to his lawn, gripping Nemo's leash firmly. "Trying to accomplish something up there, Parker?"

Peter jumped slightly, which sort of worried me. I know, it was a good thing that he only jumped, but normal Peter would probably have fallen off of the roof. This Peter seemed vaguely aware that I was around. It was like he had another sense.

And I wasn't going to say a "spidey sense". I would rather jump off of the Statue of Liberty first.

"Just, doing homework," He answered back, pushing his glasses farther up his nose. Then, he turned back to his book.

Well, he was okay, and clearly didn't want to talk to me today. I don't know why I felt so offended. Whatever, might as well just go.

"I'll leave you to it then, I guess," I said, and waved at him. "Later, Parker."

He quickly waved back before looking at his book. Whatever homework he was doing, it was really sucking him in.

"You are the worst guide in history, you know that?" Eddie informed me as I started walking around the neighbourhood with Nemo.

"Not my fault that Peter Parker is the worst at opening up to people," I retorted.

"That's only because you really have to push yourself in there," Eddie said.

"I'm not invading Parker's life!" I said outright. That was just weird! Sure, I could handle being friends with him, and maybe even feeling something every now and then. But pushing myself into his life just seemed wrong.

"Then take baby steps," Eddie suggested instead. "One way or another, you're going to be helping Peter Parker."

"I am the worst person to give this job to!" I said. "Why didn't you bring in any of my brothers? Or any other fangirl that isn't me?"

"Because those girls aren't you," Eddie retorted.

"And what's so special about being me?" I asked him. "I'm not anything special! The only thing that I am good at...is probably tying my shoelaces."

Eddie stopped walking and turned so that he was standing right in front of me. I must have looked like a weirdo with the way that I had abruptly stopped in the middle of the street, but that wasn't my biggest concern. My biggest concern was the sudden seriousness on Eddie's face.

"You're more special to Peter Parker than you'll ever know," He said slowly.

My heart thumped as I processed his words. Exactly how much did I mean to Peter Parker? I really needed to do that research! "What am I to Peter Parker?" I asked, anticipation filling my heart with each word.

To my disappointment, Eddie just gave me a grin before disappearing. I growled as I stomped my foot. "Fine! I don't need you! I'll figure it out myself!"

And that's when I realized that an eleven year old boy holding a popsicle stick stopped riding his scooter to stare directly at the deranged woman with a dog, yelling at nothing.

"What are you looking at?" I snapped at him, and the scary look on my face was enough to scare him away.

I groaned as I just cut the walk short and went the same way back home. I was in no mood to be walking right now. Maybe I'd buy a treadmill, tie a bone to it, and just let Nemo run on that trying to get the bone. But that's taking the easy way out, wasn't it?

Whatever. At this point, I deserved the easy way out.

The next day, I was woken up by my alarm clock. Yes, my alarm clock. Not my imaginary mentor, or my sister, or my dog. Just a clock. Like a regular person should be.

I put on a black tank top with a white cardigan, a black skirt, and white flats before deciding on how to do my hair. I liked changing it up from day to day, and today, I was trying to decide if I should do my hair up, or down.

I tried positioning ways to have my brunette hair on top of my head, but it wasn't really working. Then when I tried to put my hair down, Eddie showed up next to me. "You should wear your hair up."

I scoffed. "Do you really think that I'm going to be taking fashion advice from Eddie Murphy?"

"Very funny. I'm just suggesting up...because Peter likes it when your hair is up," He told me, and I whipped my head so fast in his direction I swear I could have broken my neck. Obviously sensing my confusion, he finished up with, "He can see all of your face when you do."

Peter liked my hair up...because he wanted to see my face? Wait, why did I care?

I nervously scoffed, trying to pass it off. "Like I'm supposed to care what Peter Parker thinks."

"I like what you did with your hair today," Gwen told me as we walked down the hall towards our first period class. "You should always wear your hair up."

I gently touched the hairpin that was keeping my hair from falling apart. "Thanks. But I don't know how often I'm gonna keep it up."

The morning passed without me realizing and soon it was lunch. A friend of mine in art class asked for my help with painting a banner, so I agreed, even though I couldn't paint all that well. It was drawing that I was really good at. She told me that it was fine, she just needed more hands.

So here I was in the gym, painting away at the large paper. I'd admit it when I said that I blushed when I saw Peter walk into the gym to take pictures, and subconsciously touched my hair that was pinned up. To be honest, my hair being up was really efficient. I wasn't constantly pushing it back, or blowing at it to keep it out of my face. I knew there was a reason I liked my hair up!

Well, a less awkward reason, I guess.

The banner looked really great, actually. My friend, a couple of other girls, and I worked pretty hard on it (though I still thought my part was shit) but it was worth it!

That is, until Flash knocked the basketball out of another player's hand during the game that they were playing, and the ball came right over towards us. The ball then knocked a can of blue paint all over the banner.

"No!" I protested. Growling, I stood up, balling my hands into fists. "What the hell, Flash? You did that on purpose!"

"No, but I should've," He retorted. "You better watch your back."

Okay, I know that ever since the day that I punched him, Flash has hated me, but I never imagined that he'd openly threat me. "Did you just threaten me?" I asked him. I turned to one of the girls I was painting with. "Did he just threaten me?" I asked them, and she just slightly shrugged. Fuming, I started rolling up my sleeves even farther up so that I don't get his blood on my white cardigan. "Oh, that is it..." He was going to learn the hard way that you don't mess with Madeline Beckett.

"Mads!" Peter called, running over to me. He stuck his arm out to stop me from going over to Flash, and he just slightly shook his head. Then he reached down and fixed the can of paint that Flash knocked over. "You alright?" He asked us.

I was not okay, but then again, I was permanently filled with anger, so that wasn't really much of a change. That was when Flash knocked the ball out of another player's hand again, but deliberately knocked it our direction. I was about to tell Peter to watch out, but he just casually leaned over and caught the ball with one hand, easy.

This was not the clumsy boy that I knew. Was the spider bite really having this much of an effect on him? I must have had a clearly bewildered look on my face, because Peter just grinned at me in response, as if saying, "I know, right?"

"Give it up, Parker!" Flash shouted.

Peter gave me this mischievous smile, and I knew he was up to something. "One sec," He called back to Flash, before he handed me his camera.

"What are you planning?" I whispered frantically to him. I had a feeling that I wasn't going to like his plan.

"Just watch," He responded, before going over to the middle of the court. He held out the ball towards Flash. "Why don't you take it from me?"

Had the man completely lost his mind? He'd be dead before he can even become Spider-Man! Though, didn't that happen after he gets bitten by the spider? Again, wrong person to send here.

A few of Flash's followers called out words of encouragement as Peter held out the ball. "Go ahead, take it."

I didn't want to be attending his funeral, but I had a funny feeling that I shouldn't mess with what he was doing.

And my funny feeling turned true when Flash reached for the ball, but it was already in Peter's other hand. Literally, I blinked, and it was in his left hand.

Not breaking his facial expression, Flash reached for the ball again, but this time, I saw Peter swinging the ball behind his back so that it was back in his right hand, his right arm extended. Flash went for the ball again, but Peter spun Flash around with one hand, while he spun the ball around his head with the other. With Flash's back to Peter, Peter threw the ball at his back so that it bounced off and right back into Peter's hand.

The man may have a death wish, but it was probably the best thing I'd ever seen since I'd gotten here.

Then, Peter made a move to throw the ball at Flash again, but faked out last minute. He got the reaction that he wanted though. Flash made a move to cover himself. "Just take it," Peter told him. He even went so far as to cover his eyes.

"This cannot end well," I muttered.

Flash was able to touch the basketball this time, but when he tried to pull it off of Peter's hand, it wouldn't budge. Almost as if it was stuck to his hand.

Too many spider references and I was starting to get a bit grossed out, no matter how cute Peter was. I mean, what?

Peter started bouncing the basketball, and Flash started yelling at Peter to, "Bring it."

Oh, and Peter brought it, all right. He pushed Flash clean out of the way so easily that it was almost like Flash had the same weight as a feather before leaping right in the air. I wasn't all that familiar with basketball, but what Peter was attempting looked like a slam dunk.

One that he did not miss either. It went right through the hoop. Now that would have been really amazing, if Peter didn't also cause the glass backboard to shatter into a million pieces as it showered to the ground.

Peter Parker was in big trouble. Eddie's right, I was the worst mentor ever.

Unfortunately, I didn't get the chance to see Peter afterwards, but I knew I had to return his camera to him. I would have done it after school, but Gwen and I were going shopping after school and I didn't know how late I'd be, and I didn't know if Peter was going to need his camera later.

That, and the idea of Peter getting in trouble were the only thoughts racing in my head as I waited for the bell to ring. It finally did, signaling the end of the class. I practically leaped out of my seat before running outside and into the halls.

I finally spotted Peter with his Uncle Ben. They looked deep in conversation, but then Ben's eyes locked with mine for a few seconds before he looked back at Peter. He said something to him, before calling louder to me, "You're on his computer."

That made me blush to the tips of my ears. Was I really? I mean, with Ben, I wouldn't really know if he was joking or not, but the thing was, I wouldn't put it past Peter to do that either. You know what? It probably wasn't just a picture of just me.

It didn't kill my blush, though, and when Ben left Peter, I kind of didn't want to go up to him. I had become shy around Peter Parker. Who would have thought that this day would come?

Suck it up, Beckett. I took a deep breath in, before walking over to Peter. I forced a smile as he finally made eye contact with me. Peter half laughed and half scoffed. "Mads, you know Uncle Ben. He's a pathelogical liar."

"So, I'm not on your computer?" I asked. I tried to make it sound like I was joking around, but I was being totally serious.

"No, I mean I took a picture of the art club, and you are in the art club," Peter explained.

"Right," I said, dragging the word out.

Peter looked back to where Ben had left. "So, he must have seen it like that." He made a drawing gesture with his hand. "I was touching up stuff..."

I choked back my laugh. "Really?" I asked, praying my voice wouldn't get all high and squeaky.

Peter seemed to realize how he had worded what he said, and he began to laugh nervously. Again, avoiding my gaze, but I was okay with it this time because I was avoiding his. "I'm not even going to answer that," He laughed.

"Not your best, worded, sentence," I stuttered. Great, now I was stuttering! Seriously, I was going to beat myself up at home even harder than I was right now. I quickly changed the subject. "You didn't get expelled, did you?"

"No, I didn't get expelled," Peter answered. "I just got community service."

Eye contact with Peter was quickly making me nervous, so I broke his gaze by reaching into my bag and pulling out his camera. "You left this with me. Figured you would want it back."

"Thanks," He said, slowly taking it from me.

Before I could stop myself, I stated something that had been bothering me all day. "You're not wearing your glasses today."

Peter's hands went to his face where his glasses would have rested. "Oh, yeah. I'm not."

"That's a shame, you looked cute with them on," I blurted, and as soon as the words left my mouth, I wanted to swallow them back into me.

Because Peter Parker got the same look on his face that I usually get whenever he's talking to me. Like, he knew that I was uncomfortable but he went along with it anyways, laughing as he nodded his head.

"I mean," I quickly stuttered. "I just think that you look nice with your glasses on."

"So you're still thinking of me," Peter concluded as I felt my face burn hotter.

Peter and I had something in common. When we were around people we like, we laughed. Like, a lot. I don't know, I just felt like laughing would break an awkward silence. I had no idea why, though. It didn't break the ice very well. "You know what? I'm just going to go to my next class before I die of awkwardness."

Peter laughed again. "Oh, there's no reason to be awkward."

"Oh, there really is," I said, before turning around to leave. My face must have been as red as a tomato. Since when did Peter Parker hold that kind of power over me?

"Uh, Mads?" His voice stopped me.

I spun around on my heel so that I was facing him again. "Yeah?"

"Did you maybe...I don't know...want to...um..." Peter stumbled over himself.

Was Peter asking me out? Whoa, this was not how I saw this going.

"Are you free later tonight?" I asked before I really had time to process what I was saying.

"Uh, yeah," He said quickly. "Yeah, I am."

"I want to see the pictures that you take," I told him, and I actually did. It seemed like him and that camera were inseparable. It wasn't a date, I just wanted to see his pictures. That was all. "I'll come over to your house later."

"Yeah, okay!" He said, trying not to show that he was really excited, which was really cute. "Do you know where I live?"

I gave him a blank look. "Peter, we live next door to each other," I said slowly. Was the guy really that flustered?

"Oh, right," He said, shaking his head. "What time?"

"I'll call before I come over, how's that?" I offered. School ended at around 3, and Gwen and I would shop for at least a few hours, and I'd be home by 6. Then, an hour or two at Parker's, and my day comes to an end!

"Perfect!" He smiled.

I gave him a little wave as I turned around, "See you later," I said to him.

He lifted his hand and gave me a wave back. "See you later."

If I was going to help guide him as Spider-Man, I should get to know him, shouldn't I? So, this was technically not a date, it was just research.

I turned my head to see if Peter left, and I had to cover my mouth with both of my hands to stop myself from laughing out loud at the sight of Peter walking away from me, a literal skip in his step.

Would it really be so bad if it was a date?

As I predicted, I shopped with Gwen until about seven thirty, an hour and a half later than I expected. I took a cab home, but when I called the Parker house, no one was answering. Instead of going over there, I just deduced that Peter was running late. Not like I cared so much. I could do my research another time.

Nemo needed a walk, so I decided that a late night walk was the perfect distraction. I slipped on track pants, a long sleeved shirt, and a sweater before going out the door at nine o'clock PM. There were no lights on at the Parker house, which was a bit odd. Usually someone was home at this time.

I didn't let it bother me as I stuck a pair of headphones in my ears as I began walking. I lost myself in the music and kind of zoned out. When I zoned back in, I realized how far I had been walking. I had ended up by some convenience stores, and when I checked my phone, it was around nine forty. Shelia must be getting worried.

I was about to head back when I heard a bunch of scuffling, and a gunshot. Gasping, I grabbed Nemo before I ducked behind a dumpster, praying that whoever shot the gun couldn't see me. Someone breezed past me, and at first, I was too frozen in fear to move.

But then the screams of a familiar voice brought the life back to me.

I came out from behind the dumpster and realized that my horrible thoughts were true.

Ben Parker had been shot.

Peter was there, applying pressure to his wound as he cried and called for someone to phone for an ambulance. Completely forgetting about Nemo, I reached into my pocket and pulled out my phone, quickly calling an ambulance to tell them where we were.

I then ran over to Peter, who kept muttering "Oh God" and Ben's name as his shaking hands pressed on the wound. I dropped down next to him, peeling my sweater off. I don't think Peter even noticed that I was there until I tried moving his hands.

"No!" He shouted, and I flinched. I actually flinched. Peter's eyes were flooded with tears, and I think they started going double time when he realized that it was me. "Mads?" He whispered.

I nodded, somehow managing to keep it together. I didn't know Ben Parker all that well, but from what I've seen and what I actually listened to my brothers say, he was a good person. I tried to fight tears of my own as I pressed my sweater to Ben's wound so that my sweater collected the blood instead of it going all over Peter's hands.

Eventually an ambulance showed up, and I slowly wrapped my arms around Peter as I pulled him away from Ben so they could put him on the stretcher. I made no move to help him up. If Peter needed to sit for a while, then he could sit. He leaned his head on my shoulder, and I just squeezed him tighter to my side as I felt his tears beginning to stain my shirt. Did I care, though? Absolutely not.

The police, however, had to take Peter home, but Peter wouldn't leave that spot unless I could leave with him. I was the only one that hadn't broken. I was his rock, and I needed to be there for him.

So we were both loaded into the police car and taken back to our homes. We were just lucky that we live next door.

I wanted to go into the house with Peter, but he just told me to go home. I decided not to push it. Peter needed time; he needed space. And I could understand that. Ben was practically his father. He and May needed time to privately mourn, which I gladly gave them.

Imagine my mother's reaction when I got home at ten thirty PM covered in blood.

At first, she screamed because she thought that it was mine. But then I told her it was Ben Parker's, and she started crying. She had been good friends with Ben, and couldn't believe that he was gone. I couldn't even believe it. She immediately went over to the Parker house to comfort May.

I wandered numbly up to the bathroom. I peeled off my clothes before stepping into the shower to wash away the blood and after effects of Ben's death. I guess I thought if I could wash everything that happened away, it didn't really happen.

But it still did. There were still police cars surrounding Peter's house when I looked out the window after my shower. I could still hear Peter's sobs, I could still feel the way his body shook as I held him.

"I'm so sorry," Eddie whispered beside me.

I turned my head so that I was looking at him. "Why didn't you tell me this happened? I could have stopped it! If you had told me, Ben Parker would still be here!"

"Ben Parker needed to die," Eddie explained in a calm voice. "If he didn't then Spider-Man wouldn't exist! The story and path of Spider-Man would never have been created."

"You didn't see him Eddie," I told him, looking back out my window to stare at Peter's window. "You didn't hear him, you didn't feel him. Ben Parker is dead. Peter just lost the only father that he ever knew, and you're more concerned with Spider-Man." I felt anger building up inside of me, though I wasn't sure where it came from. "Well, I'm not! I don't care about Spider-Man! I care about Peter Parker. I care, that Peter Parker is being destroyed in the house right next to me!"

"Then that means it's working."

"What is working?"

"You being Peter's guide. You had to care about him as a person first, before you started caring about what will happen to him and his future." Eddie came beside me, and put two hands on my arms. "You need to be strong, for him. As his guide, you need to be there to support him in everything that he does, or goes through."

"I care about him," I said. "I would have supported him, anyways."

"Then for the next little bit, all you focus on is helping Peter get through this," Eddie instructed.

I nodded numbly, and Eddie disappeared with a final, "I'm sorry."

I walked back over to the window, sitting on the window sill as I wished for nothing more than to be comforting Peter Parker right now.

TBC...

How did you guys like it? It was Ben's death, so I want it to be as good as it can possibly be!

REVIEW RESPONSES

Shannyrox101: GET OUT WITH YOUR ADORABLE REVIEW! I very nearly cried after I read it. You have no idea how much these kinds of words lift my spirits and inspire me! I like that you think that Mads is headstrong, because she literally doesn't take shit from anybody, as evidence when she tried to beat up Flash again in this chapter. I almost melted when you said that you think that Mads and Peter are like two pieces of a puzzle, because it made me think that I'm doing their romance right. And I'm sorry that you sulked that it was only three chapters, but I literally started it last Saturday. However, a long weekend is coming up for me, so hopefully I'll either upload more chapters, or longer ones, because I'll have the time to write them long. Also, I describe things really vividly because I am literally watching the movie as I write (which is usually why the chapters take a long time to write, I get too sucked up in the adorkableness that is Andrew Garfield) so I try to write them as if I was actually there. Thank you so much for the review!

yappycherub:Thanks for the review! And no way in hell am I abandoning this story. Truth be told, I'm trying to finish it really quick because it's a movie, so the fanfic won't take as long.

WalkingInAWinterWonderlandxx: You're welcome for the dedication! Your review warmed my heart so much that I needed to put an ice pack on it to cool it down XD. I'm glad that you've read some of my other stories! If it's not too much trouble, which ones have you read? And I never thought that someone would get hooked on my writing, so what you said made me want to cry (I am a very emotional person deal with it). And I'm glad that this story is interesting enough that you don't pay attention in class and almost cry XD. And here is your update!

ranners5661: Thank you! It always warms my heart when I find out that people read my other fanfictions, because I'm like "YAY YOU FIND MY WRITING INTERESTING ENOUGH TO CHECK OUT MY OTHER STUFF". And thank you for thinking that I'm so good! I swear, most plot twists I don't even plan until I'm writing an actual chapter, so I'm glad that you like them! AND OMFG YOU STARTED WATCHING THE WALKING DEAD BECAUSE OF ME? DO YOU HAVE ANY IDEA HOW BADLY I WANTED TO CRY WHEN I FOUND THAT OUT? YOU TOOK TIME OUT OF YOUR LIFE TO WATCH A TELEVISION SHOW BECAUSE OF A STORY THAT I AM WRITING? AND STOP IT WITH THE COMPLIMENTS! YOU ARE SERIOUSLY MAKING ME WANT TO CRAWL INTO A BALL AND SOB. AND I TRULY APOLOGIZE FOR GETTING YOU INTO FANFICTION BECAUSE HONEY YOU'RE TRAPPED FOR GOOD.

grapejuice101: I like that you love it! AND HERE IS YOUR CHAPTER!

: Thank you for being the first reviewer of this chapter! And here's more!

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