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

Author's Note: I am back again! I apologize in advance for yet ANOTHER cliffhanger at the end of this chapter ;)

Please forgive me.

Enjoy!

If I was going to stay here, I had to get into shape.

I swear, I almost toppeled over so many times because of how out of breath and tired I was. But the thought of Gwen being in a room with Connors was exactly what I needed to keep myself running.

And I almost ran right into a scary biker's motorcycle.

Motorcycle! That's it!

He was yelling profanities at me, but I slammed my hands on the handles. "I need to borrow this."

"What?" He demanded. "No way! I gotta get out of here!"

I growled, frustrated that I was wasting time. I put on my best scary face and got really close to the man on the motorcycle. "Listen buddy, my best friend is stuck in the lab where the giant lizard is, and if I don't get to her, then she might turn into what he is."

"Why should I care?" He replied gruffly.

Completely fed up, I grabbed him by the throat, my fingernails sinking into his skin. "You should if you want to see the light of day. Now, get off the bike!"

He actually listened. Damn, I must have looked scary. He scampered off of the bike, and I quickly threw myself on. "I'll bring it back, I promise!"

"Lady, you're out of your mind!" He said.

I put my hand on the handles, grabbing the clasps and revving the engine. I turn my head and give him a sweet smile. "I know, isn't it great?"

Then I kick the stand off, and I started driving.

And only then did it occur to me that I actually didn't know how to ride a motorcycle.

I mean, I've ridden Abbi's brother's motorcycle a couple of times, but I was on the back, not riding in front.

Whatever, it can't be much different from riding a bicycle, could it?

I just focused on the road and Gwen and the task at hand as I weaved through the crowds of people. I had to take some alleyways to avoid being detected if I thought that Peter or Connors were around.

I had to avoid Connors for obvious reasons, and I had to avoid Peter because I know for a fact that he'd practically kick my ass for not listening to him and deliberately putting myself into danger.

I wouldn't be me if I actually listened to people.

"You got this, Mads," Eddie commented from the back of the bike. I could practically feel his arms around my stomach, and I leaned into him to give myself more of a stability, even if it was fake.

I got this.

And right as I thought that to myself, I didn't notice the turn that was supposed to be coming, and I had to hit the brakes to avoid making contact with the wall. Unfortunately, I was a little too late, and the side of the motorcycle slammed to the wall.

Before I could shatter all the bones in my side, I made the decision to leap off of the motorcycle last minute. Grant it, it wasn't a very smart decision, but at least instead of breaking my bones, I ended up with a few scratches and bruises.

I groaned as I looked at the state of the motorcycle. It wasn't destroyed, but it wasn't in perfect condition either. All I know is that I have just lost my ride.

"It's okay," Eddie advised, grabbing my arm and gently leading me out of the alley. "Oscorp's right around the corner."

The word "Oscorp" is all I need to ignore all the pain in my body and for me to start running again. I got to the front doors, but unfortunately, they were locked. Thinking quickly, I ran for the door where all the supplies came in. Luckily, I was able to pry it open and just squeeze through.

Alarms were blaring as I pulled my cell phone out as I ran for the elevators. "Gwen, are you still in the lab?"

"Yeah, I am. Where are you? And why do you sound so out of breath?" She asked.

"I ran all the way here," I said, finally making it to the elevators.

Gwen gasped. "You're at Oscorp? Are you crazy? What the hell were you thinking?"

I slammed my hand on the up button as I said, "I was thinking that my best friend was in this predicament because of me. And if something happened to her, I don't know what I would have done. At least if we both get hurt I'll feel less guilty."

Gwen chuckles as she says, "There's a few minutes left."

"I'll be up there soon," I told her as I desperately pressed the up button.

We both hung up, and at this point, I was punching the button. "Are you serious?" I said aloud as I slammed the button, finally realizing that the elevator was not going to work. Huffing, I spun on my heel and ran for the doors that led to the stairs.

Ugh, stairs.

I raced up them as fast as I could. I swear, if I get out of this alive, I am going to be taking the stairs at work instead of the elevators to work my muscles.

I wiped the sweat off of my forehead as I pressed on. My cell phone started ringing, and I pulled it out of my pocket and blindly answered. "Hello?"

"Madeline? Where are you?" Shelia asked. It sounded like there was a lot of traffic where she was, so I could only hope that she was attempting to get out of the city with Sara.

"I'm on my way home," I swiftly lied as I passed the fourth floor. "Where are you?"

"Sara and I are just about to leave the house. Captain Stacy told us to get out of the city," She told me. "If you're on your way home, Sara and I will wait for you..."

"No!" I protested. "You and Sara have got to get away from here."

"What about you?"

"It's okay, I can take care of myself," I told her. "Go!"

"If you're staying at the house, go into the basement and don't come out until the police come for you," She instructed. "I'm just sorry that you're not with us."

I'll admit, I felt a little bad for lying, but I had to brush it off. "Now, I have to go, I can barely hear you."

"Alright, be safe! I love you!" Shelia said.

"I love you too," I said as I hung up, stuffing the phone back into my pocket. As soon as I did, I almost cried when I felt it vibrating again. What do you people want from me? I'm trying to stage a rescue here!

"What?" I said exasperatedly into the phone.

"Mads?" Peter said. "Are you home yet?"

"Uhh...sort of," I half lied. Okay, it was a full lie, but Peter didn't need to know that.

"What are those alarms?" Peter asked, and I winced. Crap.

"I don't hear any alarms," I said as I reached the second last floor.

"Mads, do not joke with me right now," Peter said. "This is serious. God, please don't tell me you're at Oscorp."

I stayed silent.

"Mads?!"

"You said not to tell you!"

"Madeline! Are you at Oscorp?!" He practically bellowed.

"Uhh...sort of," I said again.

"What do you mean, 'sort of'? You either are or you aren't!"

"Okay, if you want to get technical, then yes, I am at Oscorp," I told him.

"Mads! I told you to go home!" He protested.

"And I chose to ignore you," I said as I reached the final floor. My legs burned, but I ignored them in favour of the thought of seeing Gwen again. "I had to get to Gwen!"

"But I said that I'd get Gwen!" He reminded me. "Did you think I couldn't do it?"

"What? Peter, no!" I automatically said, opening the door that led into the hallway. "Gwen is here because of me, and I didn't want her to face this alone."

"Mads, you have got to-"

A lump in my throat formed as I whispered, "I'm sorry, Peter."

Not losing my nerve, I hung up the phone. I turned it off so that he couldn't call me again. I felt so bad for not listening to Peter, and ignoring him, but I had to make decisions for myself. I would never learn if people kept taking care of me. I just hope that Peter isn't mad at me.

Oh well. Peter would just have to trust my instincts as I trust his.

I would have to trust that that wasn't the last time I was going to hear his voice, and that wasn't the last time he would hear mine.

Though it just might have been. Who knows what's going to happen when I finally do go home.

I pushed those things out of my mind, refusing to even think about them. Maybe if I pretended they didn't exist, they'd just fade from my mind. Hopefuly.

I finally make it to the end of the hallway, where the genetics lab was. I nearly cried tears of relief when I made it, and I fumbled with the door. I still managed to open it, and when I stepped inside, I shouted, "Gwen! GWEN!"

I turned around quickly to lock the doors, and I heard, "Madeline?!"

I whipped my head around, only to come face to face with my blonde best friend. I actually did cry when I saw her, and I threw myself towards her.

She ran over to meet me halfway, and we were clutching at each other's backs. I could feel Gwen's hot tears falling on to my shoulders, and some tears of my own stained her white lab coat. I pulled back from her just enough to properly look over her body. "Oh God, are you okay?"

"I'm fine," She sniffled, wiping her face. "But what happened to you?"

"What?" I asked, and my eyes followed hers. I looked down to see my clothes were dirty, ripped in some places, and even covered in blood. Most of it was dried though. I shrugged it off, "Don't worry about me, I'm fine. How's the serum?"

Gwen and I locked hands as she led me over to the serum machine-thingy. "Two and a half minutes."

Suddenly, the whole lab started shaking, as if there was an earthquake happening. I nearly toppled over as the lights started flickering, but I was able to grab the side of a desk and keep myself stable. "Gwen?"

"I'm fine," She said, answering my question before I could properly ask it. Gwen grabbed one of the fire starters before running over to the sprinkler system. "That thing is coming for us," She guessed, stepping on top of the desk. "Mads, you lock the doors and the emergency exits," Gwen directs.

I nodded, running over to the key pad by the door. Gwen set off the sprinkler system as I manually sealed all the doors.

I pushed through the clouds of smoke to find Gwen. "Antidote?" I asked, running back over to her.

She turned her head over to the serum maker. "A minute," She breathed.

I could faintly hear banging footsteps approaching the sealed door. I grabbed Gwen's hand, and ran to find a place to hide. "We don't have a minute."

I found a medical closet, and Gwen and I barely managed to squeeze ourselves in. I wrapped my arm around her, my hand clasping over her mouth to keep her quiet. She was trembling and crying and I tried my best to silently support her. I pressed her more into my side to comfort her, and I fought to control my shakes.

I couldn't see anything, but I definitely heard something breaking through the door, and only one thing was strong enough to break through a steel door like that.

Connors.

There was heavy breathing next, and Gwen and I nearly screamed when he passed by the closet that we were in. They had blinds, so we could clearly see through them. Gwen and I pressed ourselves ever closer to each other, if that was even possible.

Crashing sounds from around the room made me think that he was looking for something, but I couldn't bring myself to peer over and look to see what he was looking for.

Gwen held an ignition canister tightly in her hands. So tightly, in fact, that her knuckles nearly turned pure white. I had just moved to take it from her, only taking away my attention from Connors for literally two seconds, when Gwen let out a piercing, terrified scream.

I turned my head to where she was looking, and I realized why she had screamed. And then, I joined her.

Connors was looking directly at us.

He looked the same as he did, a giant, mutant lizard. But I didn't have much time to dwell on his facial features as Gwen and I both slammed our hands on the ignition cannister's clasp, pulling it down.

It activated it, and the flames ferociously slammed against Connors' body. But the most horrifying thing about the whole thing?

It wasn't affecting him in the slightest.

Both mentally and physically. Literally, Connors just put his hand up against the flames as if they were just a mere inconvenience to him, and instead reached over and grabbed a round contraption that I didn't pay attention to. Hey, a big ugly lizard was right in my face, you would have done the same!

Gwen and I kept the thing on until Connors was out of our sight, and then we turned it off. We both took a second to catch our breaths, before we turned to look at each other. Without saying a word, we threw our arms around each other, crying again. But this time, mostly out of tears of relief that we were still alive.

Gwen and I kept our arms around each other as we cautiously stepped back out of the closet, consistently checking around us for anything out of the ordinary.

"Antidote, complete," The computer rang out, and I could have started crying again. I haven't been this emotional since I saw Titanic.

Gwen ran over to the serum chambers as I tried calling Peter back. I had to see if he was okay. I had to let him know that I was okay.

"You really choose now not to pick up?" I grumbled to myself as I tried calling him again.

"Mads, who are you calling?" Gwen asked as she came over to me. "We have to get this to my Dad."

"That would be better in the hands of the person who can actually administer it," I explained. "Spider-Man."

Gwen scoffed. "And you just happen to have Spider-Man's number on your phone?"

Before I could stop myself, I said, "Yes, I do, actually."

"Wait, what?" She asked. "Do you know who Spider-Man is?"

Oh, crap! I really am the worst guide ever! I can't even keep the superhero I'm supposed to be helping's secret!

"...No," I eventually said, bringing my phone down so that it was resting on my shoulder. "What would make you say that?"

"Really, Mads?" She asked, crossing her arms. Before I knew what was happening, she lunged for my phone.

"Gwen!" I protested as I held my phone out of her reach.

"Who are you calling, Mads?!" She asked, standing on her tip toes to reach it.

"No fair!" I shrieked. "You're taller than me!"

"It is too fair!" Gwen replied, and yelled in victory as I felt my phone leave my grasp.

"Gwen, don't!" I warned, lunging for my phone, but she was already running, her eyes trying to focus on the name on the phone.

She immediately stopped in her tracks, and I could see the confusion and surprise in her eyes as she turned to face me. "You're calling Peter Parker?"

I snatched my phone out of her hand while she's distracted, turning it off and stuffing it in my pocket. "What the hell, Gwen?"

"You were calling Peter Parker?" She repeated.

I refused to look at her as she finally connected the dots. "Peter! He's Spider-Man, isn't he?"

I don't want to say anything wrong, but I'm also afraid of saying something right. Gwen was something that I trusted with my life and secrets, but was she someone that Peter trusted?

"It's okay," I heard Eddie beside me. I wanted to turn my head in his direction, but I fought the urge. "She's your best friend. Peter will understand. You were supposed to tell her anyways."

Here goes...well, everything. "Gwen, there's no time to explain," I said. What was that? I had planned on just spilling everything, but apparently, my mouth had other plans. I had given her a half truth, and that would have to do for now. "Right now, we got to get this antidote to Peter and get us out of here."

"You're right," She said, and we both immediately started for the exit. We grabbed hands again, and we ran to the stair well that I had taken to get to the lab.

"Get outside, and find your Dad. You need to let him know what's happened so that he and the rest of the police can try and stop Connors," I tell her.

"Wait, 'you'?" She questioned. "You're coming with me."

"I can't do that, Gwen," I tell her, clutching the antidote tightly in my hands. "I have to go after Peter."

"Mads, I've known you were crazy since the day we met, but I had no idea that you were insane! I'm not letting you go! At least not without me!" She protested.

"Gwen, there's really no time to discuss this!" I retorted. "I have to go help Peter! I have to!"

"No, you don't! If Peter really is Spider-Man, then he is more than capable of taking care of himself," Gwen pointed out.

"That might be true, Gwen, but I'm not going to be able to leave not knowing if he's okay or not," I said.

"Why?!" She pleaded to know.

I was suddenly feeling everything. My fear for Peter's life, Gwen's, my own. My heart constricted at the thought of Peter possibly being in trouble while I sat and did nothing, and my heart did these weird beats as the thought of him hurt crossed my mind. Before I could stop myself, I blurted, "Because I love him, okay?!"

And as soon as the words escaped my lips, I knew they were true. There's no doubting it anymore. All those times that I had doubted Peter's feelings, and my own feelings, I was so blind as to how I was actually feeling. I couldn't deny it anymore. If I did, it was going to physically hurt.

I had somehow fallen in love with Peter Parker. I mean, I know how I had fallen for him. I'm just surprised that I did.

Tears started forming at the thought that Peter might be hurt and in trouble. "I can't just leave without him!"

Gwen just stood in shock for a second, but then a huge smile crossed her face. She squealed, grabbing my arms. "Oh, I knew it!"

"Gwen, this is not the time!" I said, ripping my arms from her grasp. "People's lives are in danger!"

"Right," She said, knocking her fist against her head. "But as soon as this is all over, you are telling me all about it."

I couldn't help the small laugh that escaped me. "Okay, okay!"

Gwen's smile faded, and her mood turned serious, her hand on the door that led to the stair well. "But Mads, how are you going to help Peter?"

I could see Eddie right behind Gwen, his arms crossed, smiling the whole time. And I knew exactly what to say.

I started walking backwards, away from the door as I said, "Hey, I'm the guide of Spider-Man. I'll figure it out."

TBC...

So I hvae decided to be evil and end it here XD

I'm sort of dragging out the ending, because I'm still planning stuff for the sequel and I want to jump right into it as soon as this one is done.

ANYWAYS! I hope you liked this update!

REVIEW RESPONSES

Kam74: Don't laugh at me! I'm very easily influenced! LOL. Anyways, thank you so much for all your kind words! You always make me smile whenever I read your reviews, and your lengthy ones are honestly my favourite. I am just so curious, what makes you think that Mads is so much smarter than Gwen? Gwen seems really smart to me!

AND I'M SORRY ABOUT BRINGING UP THAT MADS HAS TO LEAVE. BUT SHE'S THERE TO HELP GUIDE SPIDER-MAN AND THAT'S ALL. Yes, she does miss her family, but she tries not to think about it too much in order to avoid being sad. And it's just fine that you want her to stay with Peter. So do I! FINE I WON'T TELL YOU IF SHE STAYS OR GOES. I CAN'T WAIT TO READ YOUR REACTIONS THOUGH! ALSO MADS FINALLY REALIZED THAT SHE'S IN LOVE WITH PETER! HOW ABOUT THEM APPLES?

grapejuice101: Literally I was looking at your story earlier and I just put that in there! JUST FOR YOU! I hope you loved this update!

Rox Malone: Thanks! YOU'RE awesome!

Katyperrylover36: AWWWW, THANKS! It's so important to me to NOT make my character's Mary Sue's. If you don't mind me asking, what makes you think that's she's not a Mary Sue? And OMG, I'm sorry! Are you okay? (TOO LATE TO ASK BUT STILL). Also, it's the summer. I literally have NOTHING to do but update. I hope you loved this update too!

Meimei555: YAY I'M HAPPY YOU WERE SMILING! IT MADE ME SMILE!

Guest 1: Well as we can see, she made it to Oscorp. It took her a few tries, but she made it XD. As for if Peter and Madeline, we'll have to wait till the next update to find that out, won't we? And what Peter was going to tell Madeline was somewhere along the line of what she realized this chapter...

Guest 2: AWWWW THANK YOU SO MUCH! Even the simplest reviews like this one can bring me to tears. Ignore me, I'm a hormonal mess. And here ya go! I hope you loved it!

Sanamancy: YAY NEW FAN! Welcome aboard to the Peterline train! And thank you so much! That means a whole lot! (No, I'm not just saying that. It means the WORLD to me). And I'll cry too! I'M ALREADY CRYING.

sarahmichellegellarfan1: Hey, it's you again! Thanks! And you caught on ;)

Narutoske: Thanks! And I know, right? I put in her stabbing Connors because it was such a Madeline thing to do. And she always wants in on the action. It's basically why she's there. As you can see, she will not take no for an answer. Hope you liked this update!

WriteToEscapeReality1309: Welcome back! THANK YOU SO MUCH! You have no idea how much I love you and your stories. Also, I don't even have words to describe Peterline. They're both idiots, but I think that's what works for them. They have a few issues, I'll admit, but they love each other enough to want to fight through them, even if they have to make some sacrifices. God, Mads and Gwen's friendship is my second favourite thing to write (after Mads and Peter). They're just so...compatible, if you will, as friends. Even though Mads hasn't known Gwen personally long, she feels like they've known each other forever. They understand each other on a level that only sisters can. Gah, sorry for the long reply :) I hope you liked this update! Thanks for reading and reviewing!

REVIEW! FOLLOW! FAVOURITE! THANKS! STAY TUNED!