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: Just a quick heads up before we get into this chapter! I do shift into third person's point of view at one point towards the end, but you'll probably get when it is. If you don't, it's when Captain Stacy and Peter are talking.

Enjoy!

I am going to barely be able to move tomorrow, that's for sure.

I stuck my head out a window and looked up. My heart sank when I saw Peter and Connors fighting, and it looked like Connors had the upper hand.

Not wasting another second, I clutched the antidote tightly in my hands as I began running for the next flight of stairs. Right next to the door of the stair well was a box with emergency fire equipment, and I spared the few seconds to bust the glass. It was easier to do it this time than it was the last time, and I grabbed the fire ax that was inside.

This one was also a bit lighter in my arms, so I stuffed the antidote into my pocket and began running up the stairs again. The building was still falling apart, and I knew that if I wanted to get out of here, I had to get to Peter, quick. I had to over step a lot more of the broken building, and I nearly kicked at it in frustration. As if I wasn't tired enough already!

I finally caught sight of a small window pane, and nearly fell to the ground when I saw it to be the door that led to the roof. I almost barged in, but I quickly stopped myself as Eddie shouted, "Don't open the door!"

I turned my head to face him and harshly whispered, "Why not?"

"You have to plan your entrance," Eddie explained. "If you run in at the wrong time, it could be game over for everyone."

"But I have the antidote!" I protested. "How am I supposed to know when the right time is?"

Eddie shrugs, and says, "This is where your guiding instinct comes in," Before he, like always, disappeared.

"No!" I whispered, strongly resisting the urge to bang my head against the wall. He really couldn't just tell me the right time?

I peeked through the window, to see Connors just throwing Peter around as if he had the weight of a feather. My poor boyfriend! And to think that I thought I had it bad!

I knew I had to quietly slip in before I was noticed, so I had to survey around the whole roof to find a space to hide when I finally could get through. My eyes landed on the device where Connors had placed his green serum to turn everyone into monsters. A closer inspection revealed that it would take effect in two minutes.

Two minutes! They're really crunched for time in super hero movies, aren't they?

I was brought back into focus as I saw Connors lift up a huge barrel that said liquid nitrogen on it, before he hauled it in Peter's direction. I almost screamed Peter's name, but I clamped my hand over my mouth before I could.

Peter narrowly avoided it, but he let go of the ladder and fell backwards, landing hard on his back. I winced at the thud, and clutched the ax in my hands tighter.

Connors lunged for Peter, but Peter uses his webs to pull himself away from him. The two of them were then on the other side of the roof, so I took that as my opportunity.

As quietly as I possibly could, I squeaked the door open. I kept my eyes on Connors the whole time, and I was able to quickly tip toe to the other side of the roof, hiding myself behind large pieces of rubble.

I kept my focus on Connors as I began creeping closer, ducking out of sight when I felt like I had to. My stomach dropped when I got close enough to see Connors's tail wrapped around Peter's neck, his left claw destroying the right web shooter that was attached to the wrist on his costume. In the same way, he broke Peter's left shooter.

I had to literally hold myself back as Connors forced Peter's wrists into one of Connors's big hands, before he reached up and took Peter's mask off. Peter's face was scratched, bloody, bruised, dirty, and turning blue by the second. The sight of him made me want to just switch places with him.

"Poor Peter Parker," Connors spat. I tried paying attention to find a good opportunity to strike, but my attention was momentarily taken away as my eye caught movement by the door. I decided to let my attention wander for two seconds as I looked over to the door, and was surprised to see Captain Stacy sneakily walking on to the roof. He had a shot gun raised in his hands, it's direction firmly placed in Connors's. His eyes caught mine, and he signaled for me to keep quiet.

"No Mother," Connors started. "No Father. No Uncle," He said. I saw Captain Stacy trying to catch my attention out of the corner of my eye, and he gestured for me to make my way over to Connors. I immediately started shaking my head. I mean, I came here to help Peter, but what if Connors saw me?

Captain Stacy pointed to the ax that I had in my hand, and motioned for me to go over to Connors and try to stab him. Then, he made the motion that he'd give me a signal when.

Well, I've done it before, I could do it again, couldn't I?

I came out of my hiding spot and cautiously walked over to Connors so that I was at his back, positioning myself at his back.

"All alone," He patronized, and if it weren't for Captain Stacy not giving me the signal yet, I would have buried the ax right into his head.

Captain Stacy cocks the trigger on his gun, prompting Connors to look over in his direction. "He's not alone," He declared, aiming the gun at Connors.

Connors started growling at him, and Captain Stacy shot the pipe of liquid nitrogen, and it exploded, the tube coming right out. Peter manages to grab it, and aimed it right at Connors so that it would start freezing him enough for him to let go of Peter. Connors roared, trying to stop the nitrogen. At this point, I didn't even need the signal from Captain Stacy. Not daring to lose my nerve, I swung the ax back, and slammed it right into his side.

He roared again, dropping Peter altogether. Connors looked over in my direction, and I realized just how much trouble I was in. I was about to run away, but before I could, Peter was aiming the tube at Connors again. I caught his gaze, and he probably would have been pissed at me for coming if he wasn't so worried about me. Connors seemed to have forgotten about me, but when he turned around to get Peter to stop, his strong tail knocked right into my stomach.

I screamed as I went flying. I managed to grab the floor of the roof before I could fall right off of it, but I panicked as I felt the strain on my arms. Stupid gravity!

I heard more shouts from Connors and gun shots from Captain Stacy's shot gun as the detonator (is that the right word?) said, "Detonation in t-minus forty five seconds"

Tears streamed down my face as I realized that I still had the antidote. I had to get it to Peter!

But if I let go of the roof (even with one hand), it's game over for me. I'm barely hanging on right now, I know I'm not strong enough to hold on with only one hand. I'll fall faster than Sherlock did.

But...game over for me means saving everyone else. The entire city of New York. My mother. Sara. Captain Stacy, Mrs. Stacy, Gwen's brothers, Gwen. Peter...

That serum is going to defuse in less than forty five seconds.

I took a deep breath as I realized what I had to do.

I wanted to close my eyes as I did so, but I know it wouldn't exactly help. I tried getting my hand to grip anything, but it didn't really work.

"PETER!" I shouted, and he immediately snapped his head in my direction.

With a deep breath, I quickly brought my right arm back so that I could reach into my pocket.

I screamed as my balance was disturbed. Now, I was looking down at the streets of New York, where I was going to be headed straight for in a few seconds. Tearing my focus away from it, I blindly reached into my pocket and pulled out the antidote. I reared my arm back, and threw it as best as I could in Peter's direction.

Unfortunately, the sudden movement caused a shift in my movement, and my arm wasn't able to withstand my weight anymore. My scream crawled up my throat as I slipped off of the roof, and began plummeting towards the ground.

You know how people say that when you die, your life flashes before your eyes?

Honestly, what I was expecting was leading my life out with my family back home. My birth, my childhood, my teen years. I thought I'd be the over enthusiastic family member at Mike's university graduation, jumping up and down and screaming, "That is MY brother!" Or that I'd be the proud only sister of the groom at Paul and Abbi's wedding. Or that I'd be jumping up and down at Ian's basketball game that would guarantee his scholarship at a university. I'd attend university myself, become a reporter, meet and fall in love with someone, preferably from work. We'd move to Los Angeles, have three kids, twin boys and then a girl. I'd live a happy life with my husband, kids, job, and family back home in Idaho, supporting me the whole way.

What I was expecting, though, wasn't what I saw.

What I saw was me and Peter, as kids. I recognized us from some of the pictures that I saw when I first came here. We were playing around in the backyard, my parents and his parents talking by a barbeque as we did so. Then, it was May and Ben Parker with my parents in the backyard, Peter and I playing around in the trees. Peter didn't think that I could climb up it, so I took him up on his dare. I climbed up the tree successfully, and I was in the middle of my victory yell when the branch broke off from under me, not being able to hold my weight. I went crashing to the ground, but I didn't hid the hard surface of the grass. Instead, I had slammed right on top of Peter, who thought that he could catch me. That resulted in Peter breaking his arm, and we invited him and May and Ben over for dinner to thank him. A few years later, it was just Shelia, a newborn Sara, and me. That's around when I started middle school, and I was assigned to sit next to a blonde girl, who introduced herself as Gwen Stacy. We started hanging out a lot, and in the excitement of a new girl friend, I had neglected Peter. And that's when I was brought back to the present; me, standing in the middle of the road that very first day. Peter, knocking me out of the way. Standing up for him at school, and helping him with his injuries later. Comforting him over Ben's death. Telling him that I knew he was Spider-Man. Our first kiss.

I expected it to stop there. But it kept going.

Peter and I attended university. Gwen went off to school in England, but visited any time she could. Peter proposing to me, and me accepting. Peter and I got married, with kids following shortly later. Peter was still Spider-Man, but we made it work. Our jobs. A few delicious, romantic moments with each other. Our kids growing up, going to school, getting married. Peter eventually having to give up being Spider-Man because he was too old to carry out the job anymore. The two of us living out the last of our days together...

And that's when I was taken out of the fantasy.

At first I thought it was Eddie that saved me, because his face was right in front of mine, his wrist wrapped around my own.

But when I shook his face away, and the adrenaline at my almost death began to fade, I felt a sticky substance at the inside of my palm. My vision clears, and I nearly cry tears of relief as I recognized it to be Peter's webbing that just saved my life.

I looked up, and saw the face of the love of my life, tears flooding his eyes as he realized how close he was to losing me. I was a bit upset that he was taking the extra precious seconds to save me, but I wasn't that upset.

Quick as a flash, he pulled on the web, and I felt myself being lifted up. He pulled a little too strongly, and I went up higher than the surface of the room. Before I could scream, I fell right into Peter's arms, right where I belonged.

"I told you to go home!" He practically yelled at me.

I wanted to stay in his arms forever, but once I was safe on my feet again, I pushed him towards the platform that was about to release the rest of the serum. "You can scold me later! Now, GO!" I insisted.

He hesitated for a second, but grabbed my arm and pushed me in the direction that Captain Stacy was in. He ran for the platform, while I stuck to Captain Stacy's side.

Captain Stacy looked over to me for a second, cuts, bumps, and dried blood all over me, before turning his attention back to Connors, whom they had pushed into a corner. He kept shooting at him as Peter raced for the anntenna.

"What are you doing here?" I asked him as he continued to shoot.

"Gwen sent me," He answered. "Said that you went after Peter Parker, and that you two might need some help."

"Detonation in t-minus thirty seconds," The computer alerted us as Captain Stacy reloaded.

Then, to our pure horror, Connors poked his head out of the mist that had formed around him. He lifted his claw that Captain Stacy must have taken his fingers off of, but instead of his hand staying that way, he grew his fingers back.

Should have seen that one coming.

Captain Stacy grabbed me by the arm, and even though I couldn't see his face from behind him, I knew what he was going to do.

"Captain Stacy, don't!" I protested, but it was too late. He pushed me as hard as he could, and I went stumbling in the other direction, away from him and Connors.

I crashed to the ground, banging my head. A headache immediately began to form, but I was able to fight through it as I saw Captain Stacy shooting a few more rounds into Connors. Unfortunately, they didn't work anymore, and Connors just knocked the gun out of his hands.

"Captain Stacy!" I shouted, trying to scramble to my feet. I had a bad feeling I knew where this was headed, and I am going to stop it. I don't care if I wasn't able to stop Ben's death. It was so sudden, I couldn't do anything. But I could tell what Connors was about to do, and there was a shot gun lying not so far away from me.

I lunged for the gun. I grabbed it, but I don't know how to work a shot gun. In the few seconds I had hesitated to figure out how to use it, I was forced to watch in horror as Connors shoved three of his claws into Captain Stacy's side.

"NO!" I screamed, firmly grabbing the gun in my hands. After watching Captain Stacy cock it a few times, I managed to do it myself.

Fighting to see through my tears, I shakingly aimed the gun at Connors, and pulled the trigger. I missed the first time, but when I cocked it again, and pulled the trigger, I managed to hit his tail.

And it didn't bother him at all. I kept doing it until the gun ran out of bullets. But I kept missing because Connors had began to move up the platform, trying to stop Peter.

Tears streaming down my face, I shouted in frustration as I cast the gun aside. Instead, I ran towards Captain Stacy, who was lying down on the ground on his stomach, not moving.

"Oh my God!" I cried, sinking to the ground and gently flipping him over. I pressed my hand over his ugly would, but he cried out in pain as I did so. I instantly brought my hand away, in fear that I was hurting him more than I was helping.

Instead, I cradled his face, my hands stained with his blood. "Just hang in there, Captain Stacy," I pleaded, my tears falling on to his uniform. "Just hang on. Peter's gonna use the antidote to save everyone, and then he's gonna stop Connors, and then we'll get you to a hospital, o-okay? You just hang in there. For your wife, your sons, Gwen."

"Detonation in t-minus ten seconds," the computer alerted us, but we ignored it. Peter had this.

"Madeline," He gasped, his right hand going to where his wound was. He put up his left hand, and I grabbed it, clutching it as if my life force could be transferred from me to Captain Stacy.

I crawled over behind him, and gently grabbed his shoulders. I carefully dragged him over to where some broken rubble was, and leaned his back against it so that he was more comfortable.

"Nine...eight...seven..." the computer rang out.

"That-that boy," He started.

"Don't talk," I choked out. "Don't talk. You need to save your strength."

"That boy of yours," Captain Stacy continued. "Has got a good head on his shoulders. He may be an idiot, but he-he truly cares about everyone. This city. You."

"Six...five...four," It kept going.

"Captain Stacy..." I started.

"You know, I've-I've always thought of you as my daughter," He said. "That man that was supposed to be your father...he didn't do his job. I did it for him." He squeezed my hand harder. "You are just as much my daughter as Gwen is."

"Three...two...one."

And at one, there was a giant explosion from up above. Captain Stacy and I both looked up, the both of us praying that Peter had made it in time.

And when the serum exploded into blue particles rather than green, we know that he did. It immediately started spreading throughout the city, starting right here. The particles hit Connors, and he immediately began changing back. That included him losing his super strength, so he let go of the ledge on the anntenna.

He started falling, falling, falling, falling. He crashed into a lot of the rubble, and landed on the roof of the building.

Unfortunately, because Connors had thrown a barrel of liquid nitrogen at Peter and it had frozen over the base of the platform, the metal began to shatter, the platform losing it's stability.

"Peter!" I called up to him in worry.

The platform begins to crumble, and for a second I completely forget about Captain Stacy as it falls over the roof, following a figure.

"PETER!" I called out with worry, my throat beginning to tighten up.

I couldn't see what was happening from where Captain Stacy and I were, so I had to pray that Peter was okay. Please, please, please let him be okay.

I held Captain Stacy's hand tighter as I brushed some of his hair away from his face. He took deep, ragged breaths as he said, "Take care of Gwen. And-and your brothers."

My heart lurched as I realized how much I truly meant to Captain Stacy. He didn't see me as just his daughter's best friend. He saw me as his own daughter, Howard, Phillip, Simon, and Gwen's sister. I mattered more to him than I'll ever know. I didn't have the heart to say anything, so I just nodded.

"MADELINE! CAPTAIN STACY!" I heard Peter shout, his voice getting closer.

"PETER!" I shouted back. "OVER HERE!"

My heart soared when I saw Peter. Bruised and bloody, but still alive. He dropped down next to me, giving me a quick one armed hug as he turned to Captain Stacy.

"Hey," Peter said to him, putting his hands out as if he wanted to help, but didn't know what to do.

"Did you stop him?" Captain Stacy asked.

Peter nodded. "Yeah, yeah I did."

"Peter, we've got to get him out of here," I urged.

"Mads is right," Peter said, putting his hand on Captain Stacy's shoulder.

But as soon as Peter tried to move him, he made this horrible noise of pain, so Peter stopped. "Okay, okay," Peter said. "Stay with us. Help is on the way, okay?"

"Just keep breathing," I encouraged.

"Maddie," Captain Stacy said. "Could-could you give Peter and I a second al-alone?"

I was surprised by his request. I looked over to Peter, who just silently nodded. I give Captain Stacy's hand one last squeeze, before letting go, standing up, and going over to the other end of the rooftop so that I couldn't hear what the two of them were talking about. And believe me, it was hard to resist the urge to eavesdrop. But Captain Stacy clearly asked to talk to him alone for a reason, and I just had to respect that.

"You need to be-you uh, need to be gone when they-when they get here," Captain Stacy told Peter.

"I'm not going anywhere," Peter insisted.

"I was wrong about you, Peter," Captain Stacy told him, thinking back to what Madeline had said when she insisted that Spider-Man was what this city needed, and Peter's previous acts. "This city needs you."

Tightening his hold on the Spider-Man mask, Captain Stacy held it up to Peter. "Here. You're gonna need this."

Silently, Peter took it, and Captain Stacy finally got to what he wanted to talk to Peter about. "You're gonna make enemies. People will get hurt. Sometimes people closest to you. So I want you to promise me something, okay?"

Peter nodded his head without hesitation.

"Leave Madeline and Gwen out of it," Captain Stacy said slowly.

Peter, at first, couldn't believe what he was hearing. He turned his head in the direction that the girl he loved went in, before looking back to Captain Stacy.

"Gwen, is my daughter, so I can speak for her," Captain Stacy explained. "But Madeline...Madeline's father left her when her sister was born. He didn't do the job of a father. So when she met Gwen, I stepped in. I was the one that gave her the love only a father could. I treat her as a member of my family. For all extensive purposes, she's my daughter. I know I don't have the actual right to decide what's best for her, but as someone who loves her more than anything, I have somewhat of a right to decide how to keep her safe."

Peter digested everything that Captain Stacy was saying. Keeping himself away from Gwen, he could do. It would be hard, but not that hard. But keeping himself away from Madeline? The girl that he's loved ever since they were kids?

However, Captain Stacy did have a strong point. In fact, Madeline had almost died, tonight, trying to get him the antidote that he had her and her best friend create. Peter saw his point.

"Promise me?" Captain Stacy prompted. The thought brought tears to Peter's eyes as he lulled over it. "Can you promise me?"

His throat tighter than he could even express, he nodded.

Captain Stacy nodded, content with Peter's promise. He drew his last breath...

"Oh," I heard Peter moan, and I snapped my head over my shoulder to see Captain Stacy not moving at all.

"No," I whispered, more tears beginning to form. I didn't think as I ran back over to the two. I dropped down next to Captain Stacy, taking his hand in mine. "No, no, no, no! Captain Stacy, open your eyes!"

Even as I clutched his hand, I could feel an eery sort of coldness in his skin. And no matter how hard I begged him to open his eyes, he didn't.

I felt Peter's arm around me, and he had to take my hands off of Captain Stacy's hands. I felt myself shaking with my sobs, and I turned my head into Peter's shoulder. I wrapped my arms around Peter, and he did the same to me. We both just sat there for a while, holding on to each other.

I was so relieved that everything was over, that Peter was okay, that New York City would be okay. I'm just heartbroken that Captain Stacy was the price.

What do I tell Gwen? What do I tell Mrs. Stacy? Howard, Phillip, Simon? How am I supposed to go to them and tell them that their husband/father was dead?

For once since I got here, I didn't know what to do.

TBC...

THIS CHAPTER WAS SO DEPRESSING WHAT THE HELL

I didn't mean it to be so sad, trust me!

Oh well. What's written is done.

How will what Captain Stacy's requested effect our favourite couple?

Questions, questions, questions...

Don't forget! Madeline's tumblr is madelinebeckett - theofficialguide . tumblr . com (just fix the spaces in between)

I just want to let you fabulous people know that next chapter will most likely wrap things up, but hold on!

There is going to be a special Alternate Ending to this story! That's right! There shall be TWO ending to Behind the Hero. One will be the real one, and one will just be an extra one. I just thought for a story like this, it'd be fun to do!

ALSO! I'm sending my laptop in to get a new battery and a new charger, so I won't be able to update for the next couple of days until it gets fixed! Sorry folks! But just think, once I get it back, two more chapters to wrap things up, and then we'll go right into the sequel, where I have MANY things planned. Like, you won't even BELIEVE it. Okay, one person will, but that's only because I told them and they've been a sort of BETA to this series :)

ALSO ALSO! Mads pictured her life with Peter before she almost died! Just leaving that here...

REVIEW RESPONSES

grapejuice101: Not ONLY did I end it there, I was MEAN in this chapter! Get used to it, I'm going to be very mean.

Katyperrylover36: Thank you so much doll! *does a little dance* I love ya! And here is your update! I hope I wasn't TOO mean...but like I said, get used to it. I am NOT afraid to do some things that will get me hated...

No literally, I was talking with a friend of mine that's helping with this story and she keeps calling me evil because of what I'm planning.

I'm not even sorry.

NorthWest9: I like, enjoy rolling around in your tears. It's FUN to me, which probably makes me sound morbid. But reviews like this always make me happy and encourage me to write and be mean! AND FEAR NOT! NEXT CHAPTER, WE FIND OUT IF MADS STAYS, OR IF SHE GOES! PLACE YOUR BETS, PEOPLE! LITERALLY, YOU'RE ALL GOING TO HATE ME SO, SO MUCH WHEN YOU READ IT.

Kam74: Well, I think it'd be kind of hard right now for them to say it to each other, given that they just watched Mads's best friend's father die right before them. The timing's not right. But I can promise that they'll say it before this story is over, in true Mads and Peter fashion :)

And, are you serious? Mads was willing to go to a place where she knew there'd be danger to save her friend. Some douchey biker isn't about to stop her!

And I get what you mean. They're both such different characters, but they relate to each other in a way that it makes sense that they're best friends. The decisions that Mads has to make are pretty different from the ones that Gwen has to make (ie, in this chapter, it was either her life or the lives of the entire city of New York's) so that puts them both on different paths. And hell no, Mads isn't a damsel! Did you see the way she clearly went after Peter so many times after he said not to?

But hell yeah, Gwen Stacy is freaking kick ass! Gwen and Mads are both not afraid to fight for what they want, and I think that really contributes to their friendship.

And like I said, Peter and Mads might not get the opportunity to confess to each other, since so much happens after they defeat Connors. She's only there to help, and then, not a moment later, she's gone, remember?

And about Maddie leaving? Hmm... *taps her chin* I can't wait to see how you react next chapter. AND the alternate ending.

sarahmichellegellarfan1: I hate them too, don't worry. Unfortunately, this isn't going to be the last cliffhanger. And Mads picks the wrong-uh, I mean perfect- time to realize that she's in love with Peter, didn't she?

And I don't know. We don't even know if they'll get the opporunity to say "I love you" to each other, do we?

Guest 1: I DON'T KNOW WHY I STOPPED THERE! I'M A MASOCHIST? And let's be real, it's Peter, he can't be mad at Madeline for more than ten minutes. He's just more relieved that she's safe.

And it doesn't sound corney, I'm right there with you! Here's your update!

Guest 2: WELL, IT KILLS YOU NO LONGER! HERE'S YOUR UPDATE, AND I HOPE YOU ENJOYED!

Narutoske: Madeline honestly tries her best, but she's pretty good about the whole "secret" thing. And they'd already agreed to tell Gwen, they were just hoping to wait until the threat of Connors was gone. And yeah, Gwen will definitely keep the promise, and I plan to have her more involved.

And you'll just have to see what I do next chapter, and the alternate ending, won't you?

Highlander348: I TOTALLY AGREE WITH YOU, SISTER! (OR BROTHER, IT'S HARD TO TELL ON THIS SITE). And she loves him! SHE REALLY DOES! SHE FREAKING IMAGINED HER LIFE WITH HIM RIGHT BEFORE SHE DIED! Well, almost died.

And I don't know. Did you read NorthWest9's response? I enjoy tears.

I'm so mean, I need to be stopped.

SeekingLove: YOU ARE SO SWEET! I'M CRYING. And I do get the jazz. Thank you so so SO much! Here is your update, lovely!

Rox Malone: Thank you, wonderful person! Here's more, and I hope you enjoyed it!

Miss-Understood (LOVE your username, btw): AWW, THANK YOU THANK YOU THANK YOU!

And I LOVE Behind the Mask too! Fun fact: This story was originally going to be called Behind the Mask. It was actually a tie between Behind the Hero and Behind the Mask, but when this story was still a little thing swimming in my brain, I came across Behind the Mask, and I was like "F**k, I can't use this title anymore". But I like the title Behind the Hero better.

REVIEW! FOLLOW! FAVOURITE! THANKS! STAY TUNED, ALMOST DONE, FOLKS!