Disclaimer: I think it's fairly obvious at this point that none of this is mine

Whoohoo chickadees I'm back from Disney/Universal! It was uber super fun! The fireworks, the rides, the cute little ladies dressed up as princesses, the butterbeer. The Harry Potter hooplah made me almost want to be a fan cuz everything was so detailed and everyone kept screaming I was a muggle... But hot damn it was hot there! Now I have the worst chaco tans on the planet. Anyhoo, this chapter is a really big rollercoaster mish-mosh of crazy that doesn't really make any sense...yeah. I just finished it like an hour ago. Try to follow it if you dare...

Chapter 11

When Peter got home after chucking the necklace at some random officer's face, he climbed through the window, took a quick shower, wolfed down six Pop Tarts, then collapsed into bed. He didn't waste a moment thinking over all the weird events that had happened that day. There was nothing he wanted to do more than sleep like a dead baby rock. Within minutes, he was out like a light.

"Peter! Peter, are you okay? Peter!"

Peter jerked awake, inhaling sharply and gripping the sheets of his bed. Sweat was trickling down his face, and he glanced around wildly until his gaze fell on his aunt's face, which was contorted with worry. Her hands were on his shoulders and her eyes were wide and terrified.

"Wha—what?" he gasped. "Aunt May? What's...going on?"

"You were screaming, Peter!" she exclaimed fearfully, tears welling in her eyes. "I—I thought someone was trying to kill you!"

Peter blinked in shock, feeling perspiration slide off his forehead. "I was?" he breathed unsteadily. Aunt May clasped her nephew's face in her hands.

"Yes! And your whole body is shaking all over!" She wrapped her arms around him fiercely, digging her fingers into his skin. "Peter, what's going on? What was happening to you?"

Swallowing laboriously, Peter realized how much he was shivering and how rapidly his heart was pounding inside his chest. Not again, he thought. Why does this keep happening? He wiped his hand across his face, fighting to calm down while dropping his gaze shamefully. He couldn't tell her the truth—the images he was seeing, the unspeakable horrors plaguing his dreams. He would scare her to death. So he said the closest thing to the truth that he could.

"I was, uh...h-having a nightmare," he struggled to say, curling his hands around her head. "Sorry for waking you. I'm fine now."

"You've had nightmares before, Peter," his aunt whimpered in a shaky voice. "But never ones that made you scream like that. What were you seeing that was causing you so much pain?"

He shook his head. "I...I can't remember. It was probably something from a scary movie Clint made me watched recently. I'm sorry, Aunt May." He gently pushed her off himself, forcing a smile on to his pale face. "Let's just try to go back to sleep. Both of us. I think we really need it. You go lie down in your bed, and I'll lie right here. This time around, I'll try to dream about quieter stuff, like Charlie Chapman and librarians. Okay?"

May stared at him like she was looking at a ghost. Tears were slipping down her cheeks, and her eyes were darting fervently over his face. She brushed her thumb along the claw marks slashed across his cheek. Then she sniffled, rubbed her nose, and stood upright, nodding quickly.

"Alright. I'm going back to bed. Just call if you need anything. Goodnight, Peter."

Then she marched out of the room, shutting the door behind herself briskly. Peter listened to her walk down the stairs, small sobs escaping her lips with every step, before she vanished from earshot. He hated when his problems bled into his aunt's life and caused her grief, but this was far worse than anything that had happened in a long time. He hoped she could sleep soundly for the rest of the night.

As for himself, Peter's fake smile fell, and he lifted his hands in front of his face. They were trembling like autumn leaves, and he couldn't make them stop. His body was slick with sweat and his heartbeat was throbbing in his head. No way was he falling back asleep anytime soon; he didn't want to risk his little Bloody Mary episode repeating itself and scaring the life out of his aunt again. But there was something else preventing him from wanting to sleep—something, he realized, that actually outweighed the prior reason.

He was scared. Terrified, more like. The nightmares were too much to bear. He couldn't sit through another rerun of everyone he loved being torn apart right before his eyes, his city being reduced to ashes by his hand, his body turning against him and killing anyone in sight. And that thing—the black creature from the nightmare long ago. Every time he closed his eyes, it was there: swallowing him, suffocating him, devouring him from the inside out. Turning him into a monster. He couldn't stand another second of it.

Was Wanda's attack on his mind what caused all this? Had she somehow triggered these horrible visions that had tormented him for the past twenty-four hours? He seriously hoped that this was just the aftershock of that first night of horror, and that is was only temporary. He knew now that Wanda hadn't been kidding when she'd said she could drive people mad with her powers. If this was the outcome of her being "merciful," he couldn't imagine what would be happening if she had done what her boss had ordered her to, just as she'd done with all the others. He'd have gone insane by now.

Peter glanced to his right at the clock on his nightstand. 2:26 a.m. it read. Ah, dammit, he thought, laying his hand over his face and scrunching up his brow. I haven't even slept an hour. I hope all that extra snooze time I got the other day can sustain me for now…

Not two minutes later, Peter caught himself just before he dozed off and shot upright with a gasp. Ah! Aw, crap. Or not, he retreated dismally. He slapped his face and blinked his eyes repeatedly, trying to escape the crippling exhaustion looming over his body. In further attempt, Peter kicked off his sheets and pulled his legs up to his chest, leaning his head against the wall. His eyelids felt heavy and his mind sluggish and fuzzy, but he'd rather be dead-tired than mentally compromised. He had to try and stay awake until morning, or at least until he figured out how to stop these visions from happening. Morning was hours from now, though, and he wasn't sure if he could hold out for that long. He blinked his eyes in the dark room sleepily, wondering how to occupy himself until then.

The blackness surrounding him suddenly became living, and it oozed down the walls and on to the floor. Peter gasped aloud and went rigid, glancing left and right fearfully. Oh no. This isn't happening. Not again! The black sludge began to creep up the bed frame and crawl across the mattress, drawing closer and closer to his quaking form. Peter squeezed his eyes shut. It isn't real. It isn't real. It's not real! It's just your imagination! Snap out of it, Parker! He forced himself to cool down. He had to think rationally. If he let himself believe these visions were real, he would never be able to overcome them. Peter sucked in a deep breath, then let it slowly seep from his lips. It was all in his head. It was all in his head. He needed to stop idling in his mind and come back to reality. Uncoiling his muscles, Peter relaxed against the headboard, then slowly opened his eyes.

The monster's face was inches from his. The dead white eyes leered at him soullessly, and bloody saliva trickled down its fangs. It shrieked horrifically, then lunged right for him, and Peter fell back against his bed, hiding his face and crying out in terror.

Silence. Nothing happened. The air was still and empty. Cold and shivering, Peter hesitantly took his hands away, and found himself alone in his room once again. No black ooze, no monster, nothing. His mind had played him once again.

Peter Parker, the amazing Spider-Man, was petrified. He felt abandoned and powerless and scared. He didn't know what to do. Slowly he sat upright, gripping tight to the bedpost as his eyes began to grow wet. He was on the brink of breaking down in tears.

Then he remembered: this was exactly what the Big Man wanted. He wanted him terrified, vulnerable, and broken inside. Why else would he have sent a woman who could've easily just killed him right on the spot to instead torture him until he went crazy? That was his gameplay: vengeance. This man didn't just want him dead, he realized; he wanted him empty. He wanted him to endure through the long, brutal revenge he had planned for him until it drove him completely insane. And even with some setbacks, he was getting pretty damn close to achieving his goal. Peter couldn't let that happen. He couldn't let him win before the real fight even started. That'd just be embarrassing. Drying his eyes with his shirt, Peter released a shivery sigh, then chuckled quietly in spite of himself. If this jackass was trying to break him down, he'd make damn well sure his sense of humor was the last thing to go.

In that moment, Peter heard his phone buzz from his underneath his pants on the floor. Puzzled, he leaned over the side of his bed, and was surprised to see a light glowing through the blue material. He hopped on to the carpet and scooped it up, wondering who could possibly be messaging him at this hour. When he looked at the screen, he saw that he had three unread texts from "Captain Spangles," all sent roughly four hours ago.

Mother of Stan Lee, one of the Avengers was actually trying to speak to him? The silent treatment was finally broken. With new enthusiasm, Peter shot him a call. No answer. He sent him a text. No reply. Deterred, he sifted through Steve's awkwardly formal messages. One of them mentioned him waiting at Avengers Tower. All exhaustion dissolved, Peter practically bounced into his Spider-Man costume and was out the window in an instant. Not, of course, before he left his check from the Bugle on the nightstand with a sticky note for his aunt on top.

Once he'd swung on to the familiar building, Peter slipped through the special Spidey window and dropped inside. He crawled up the stairwell until he reached Captain America's floor, which was littered with all sorts of workout equipment. At first he thought it was vacant and strolled confusedly into the room, until the sound of someone snoring quietly met his ears. His eyes fell upon a brawny figure lying on a couch, and he tip-toed up to stand beside him. It was Cap, alright—sleeping soundly like every other sane person was at this hour. His phone was lying beside his head, flashing every now and then to alert him of all Peter's messages. His broad chest rose and fell peacefully.

Peter wanted to wake him up but was hesitant. What was he thinking, flipping down here in the dead of night to talk to him? From the look of it, Steve had been through some rough patches himself, as he was speckled with cuts and bruises just like Tony had been and was probably in desperate need of rest. But the more Peter thought about it—how they had deserted him, lied to him, and made him fight these ridiculous enemies all by himself—he concluded that he deserved to be a bit rude. He needed answers. Plus, Peter was dying for some company, someone who knew both sides of him, someone who was knowledgeable and straightforward, and Cap always seemed to have the answer to everything.

So, rubbing at his arm a bit uncomfortably, Peter stretched out his hand and tapped Steve on the shoulder. "Hey Cap?" he whispered. When he didn't respond, he began to jab him repeatedly. "Cap? Caaap? Captain Rogers? Spangles? Roger Rabbit? Hello?" He wondered if he should start singing the national anthem or something until his patriotism senses were triggered, when Steve let out a groan. Peter stepped back nervously as he slowly opened his eyes.

"Wha...what's going...?"

Stooping down, Peter gave a skittish wave. "Uh, hey Cap."

He squinted at him hazily. "What is...what? Spider-Man?"

"Yes. That is me."

Steve grabbed his face in his hands. "Wha...what time is...?"

Blinking, Peter clicked on his phone's screen. "It's, uh, it's 2:49. Oh, wait, now it's 2:50. Haha, it's like I'm psychic or something."

"Why did...what is...why...?"

"I didn't see all the messages you sent me until now. You said you were waiting for me at the tower, and that you needed to speak to me?" He plopped down on to the floor, shrugging sheepishly. "Well, uh, here I am. What's up?"

Steve rubbed at his eyes exasperatedly. "Peter...can't this wait until morning?"

"Well, technically it is morning. It's been morning for two hours and fifty minutes now. Oh, wait, two hours and fifty-one minutes! Damn, I'm good at this!"

"How...are you so awake right now? You didn't try one of those frappe churro drinks or whatever they're called, did you? I was wired for like three days straight after Natasha made me drink that pumpkin spiced cup of death..."

Spider-Man laughed anxiously. "No, no. I just...I really needed to talk to you. That's all."

Steve sighed heavily. "Peter...I need, like, four more hours. Four more hours of sleep. Then we can talk...all you want. Alright?"

Peter inhaled unsteadily. He was afraid he would say that. But then again, what had he expected to happen? Waking someone up at death o'clock to rant your problems to wasn't exactly a smart plan to begin with. It wasn't like he'd had a lot of options in the first place, but whatever. Releasing his breath with effort, Peter dropped his gaze.

"Okay. Got it. Four hours. Sorry for waking you."

"It's fine. Get some rest, Peter. You can stay at the tower until then if you want."

Peter nodded slowly, about to throw out another wiseass remark to end on, but Steve was already asleep again. With a sigh, he pulled off his mask and turned his back to the couch, resting his head against the cushion with his hands folded in his lap. His little adrenaline rush had already run dry, and soon he found himself beginning to drift off again. Perhaps Cap was right. He should try to catch some z's. Maybe he was better now. His mind felt calmer, and he wasn't alone anymore. Surely this time around, his sleep-starved brain would grant him a few hour's peace…

Gwen was being eaten by spiders. Aunt May was being beaten to death by the Rhino. His team was being murdered by chimeras. The city was on fire. Peter stared all around in horror, and his gaze fell upon the black monster just as it pounced on him, swallowing his entire body whole.

"Gahh!"

Peter jolted awake, panting breathlessly. His knuckles were white against the floor, and his skin was cold and damp. He glanced around feverishly, his spine quaking inside his flesh, then dropped his head back in defeat. Damn it all. It's not stopping. It's getting worse. What am I going to do? Lifelessly he picked up his phone and clicked it on, and his heart immediately sank. 3 o'clock on the dot. Not even ten minutes had gone by. With a shivery sigh, he laid his hand against his forehead, body and mind barren. I can't…I can't do it. I can't do this. I can't make it until morning. I can't do it…

Wiping off his face, Peter turned back around to face Steve, who was snoozing soundlessly. He was terribly embarrassed and felt like a total jerk, but he couldn't help himself. He was desperate.

"Cap?" he whispered, nudging him in the side once again. A few seconds later, the Avenger let out a moan, his face scrunching up with irritation.

"Ugh…kid, please. I told you already. Just...a few more hours, and then we can—"

"I can't sleep."

Steve slowly slitted his eyelids, glaring at him through the tiniest frames possible. "You sound like a four-year-old, you know that? Just…count some sheep…drink some milk…whatever. I just, I can't deal with—"

Peter shook his head. "N-no, it's not that. I can fall asleep easily. I'm completely exhausted, and the last thing I want to be is awake right now. But I…I just can't. I can't sleep."

Opening his eyes all the way, Cap's aggravated glower suddenly melted away. He realized something wasn't right. The obnoxiously cheerful tone Peter normally had in his voice had vanished entirely, replaced instead with a fearful hollowness. He could see that he was shaking slightly, and his eyes were wide and bloodshot. Instantly, Steve rose upright, taking Peter by surprise when he laid his hand on his shoulder.

"What do you mean you can't sleep? Do you have insomnia or something?"

Peter swallowed laboriously. "No. Well, maybe. I don't know."

"What's keeping you awake?"

He stared at the ground uneasily. He began to wonder if telling him was a good idea after all. Tony had probably drilled into the entire team's head that Spider-Man wasn't ready for big-time missions, and knowing about his current little tick would be the perfect excuse to bring sustenance to Stark's baseless accusations. Still, he wasn't sure how long he could go on with this all by himself. After a while in thought, Peter sighed quietly.

"I'm, uh…I'm having nightmares," he admitted, then flinched a bit as he realized how childish that sounded.

"Nightmares?" Cap repeated, leaning back and rubbing at his neck. "Well, we all get those, Peter. That's kind of a part of the job. You've just got to get used to it, not let them affect you."

Peter palmed his face in his hands. "It's not like that, okay? These aren't normal. They don't just pop every now and then, Steve—it's every time I shut my eyes." He exhaled shakily, sitting back on his haunches. "And what I'm seeing, it's…I can't take it anymore. I can't. This has only been going on for one day now, and already I'm losing it."

Cap stared at him in silence, unsure of what to say. Peter took it as Steve labeling him an absolute nutcase, and released his face with a snort.

"So there. Now you know. Spidey's gone absolutely bonkers. Start writing me a doctor's note for my permanent residency in S.H.I.E.L.D.'s secret insane asylum. Ooh, do I get assigned my own personal straightjacket? If so, I insist it have 'psychopath' decoratively embroidered into the leather. And sparkles. Lots of sparkles."

"You don't have to do that you know," Steve said softly, his tired eyes looking strangely sad. "Not now. Not with me."

Peter blinked confusedly. "Huh? Do what?"

"Mask your pain with humor. You always fall back on comedy right when you start to actually open up about the hard stuff you're dealing with. I know you do it to keep others from worrying about you and from seeing just how much you're really hurting, but you don't have to do that with me. You can be honest, without all the kidding and witticisms tossed in to dilute the truth."

Peter was very much taken back by Steve's words, and also partially insulted. He opened his mouth to throw out some other smartass remark, then suddenly realized just how right Cap was. Whenever he was taking a severe beating from an enemy, he was constantly dishing out taunts and jabs in order to conceal the fact that he was actually agonized and terrified. When Gwen or Aunt May asked about his injuries, he would rarely tell them the full story, and there was always some lighthearted sarcasm thoroughly mixed into the explanation. It was his way of feeling like he had power over dire situations, yet in reality it was a shell he used to guard himself and others from the truth. He had never seen it that way before.

Still, humor was so deeply ingrained into his personality that it had become a part of him that he doubted he could give up, and certainly didn't want to. A lot of it was from his Uncle Ben, who always managed to find something to laugh about under any circumstance. But even he knew that there were times that required absolute sincerity.

Spider-Man dropped his gaze slightly. "I, uh…okay. Yeah. Sorry. It's sort of become a habit of mine."

"Yeah, I know, Pete," he chuckled. "It's a pretty common thing among soldiers, actually. As are chronic nightmares. Tony Stark is no exception, and neither are thousands of other heroes. I've helped my friend Sam work with some veterans suffering from anxiety and depression, and a lot of them were having trouble with nightmares. I've discovered the best way to help is to have the soldiers talk about them, describe them to me." He smiled slightly. "I know for a fact that you like talking a lot, so why don't you talk to me about what you're seeing? I won't repeat anything you say to anyone, I promise."

It was comforting to know that he wasn't the only person in the world dealing with this, but somehow he didn't feel like his case was the same as theirs. His visions were so pungent, so real, and so unrelenting. Despite Captain America's reassurance, he still felt isolated. Peter looked away uncertainly.

"I dunno, Cap. I like talking about science and the latest gossip surrounding Agent Coulson's love life. But this…I'm not sure."

"I doubt there's anything you could say that would shock me, Peter. I've heard it all, and experienced it all. I spent my first year as Captain America dancing onstage with a bunch of singing girls in star-spangled skirts—what could be scarier than that?"

Peter laughed lightly, rubbing at his chin. "Guess that is hard to beat. I think this is a different kind of scary, though. And, well, I don't really know how to put it. I don't even know where to begin. There's so much crap to talk about, with and beyond it. I just…ugh, I don't know."

He chuckled. "Wow. Never thought I'd live to see the day when Spider-Man was found speechless. Or rather, the middle of the night." Yawning, Steve rose to his feet, stretching his arms over his head. "Come on, then. I know what'll cure that."

Cap walked past him, and Peter stood with a frown on his face. "What? Where are we going?"

"To spar, of course. You always talk more when you're fighting."

Spider-Man blinked in bewilderment. "W-what? Seriously? Right now?"

"Yep. You coming or not?"

Scratching at the back of his head, Peter scooped his mask off the floor and fell in behind him. "You were whining about me waking you just to talk not two minutes ago, and now you want to spar? At 3 a.m.? Aren't you tired?"

"Eh, I got seventy years of extra sleep to bank off of. I'll be fine. And if it helps you get over whatever this issue of yours is, it'll be worth it."

Still a bit stunned, Peter laughed quietly. "Wow. Who's masking the truth now, Cap? Really, you don't have to wait up for me. Or, you know, get beat up for me. You look exhausted. I'll be okay for a few more hours."

"The rest of the Avengers went out on another Hydra distress call. I stayed behind to figure out why Tony didn't want you coming with us, to get to the bottom of all this confusion. And from what I've picked, it seems to me like you're just stressed and exhausted; nothing that suggests you should be segregated from team missions, and Stark's decision to ignore you is the exact opposite of what you need to recover. Unfortunately, I have to meet back up with the Avengers first thing in the morning, so if I'm going to help you, it's going to have to happen before then. Does that all make sense?"

Peter nodded unconsciously. "Sure, I guess. Are you positive you want to do all this now, though? I've got a lot to vent about, not just the nightmares. And there's a lot of stuff I need to ask you since everyone's been ignoring me."

Steve Rogers scanned his fingerprint on a small screen, and the door slid open to reveal a bright chamber. He strolled inside and stopped in the middle, looking over his shoulder with a hand on his hip.

"Well, I'd say we have about four hours for both sides to get a good workout in and update one another on all recent history. That sounds like more than enough time to me, don't you agree?"

Captain America, ladies and gentlemen. A muscle-bound, patriotic science experiment who has more selflessness and wisdom than any other hero Spider-Man has ever met. Peter was glad he had someone like him on the Avengers to count on.

Slipping his mask over his face, Spider-Man followed him inside, smiling gratefully as the door closed behind him.

Steve skidded back a few feet until his heels were touching the wall, his hands poised defensively in front of his face as quick breaths cycled through his lungs.

"So—so let me make sure I got all this straight. Just so we're both on the same page here. You—as in you Spider-Man—are being hunted by a bunch of assassins dressed like animals who are all being directed and outfitted by one guy they call the 'Big Man'. These said assassins have been attacking New York just to draw you out in attempt to kill you, and have caused a lot of death and collateral damage along the way. On top of that, there is a woman named Wanda who has, as you called them, 'magical witch powers' who was ordered by this same Big Man dude to torture you, but she decided not to make you crazy and now instead wants to kill all of the Avengers, especially Tony. And you discovered yesterday after fighting a cat burglar that the Big Man's many henchmen, some of which are supposedly working for him inside of prisons, cannot say the Big Man's actual name, or else they will be horrendously murdered. Is that—is that all correct? Did I get everything?"

Peter flipped backwards and stuck to the ceiling, panting heavily. "Wow. You're a really good listener. No wonder Fury likes you so much more than me." In an instant, he sprung off the upside-down surface and swung his fist at Cap's face, but he blocked it with his forearm and flung him backwards, using Spider-Man's momentum against him. Peter crashed to the floor but quickly rolled into a crouched position, flexing his knuckles inside his gloves. "But, uh…did any of that make any sense to you whatsoever? Because after hearing it out loud just now, I realize just how crazy I sound."

"More or less. Still attempting to process it all." Steve charged straight for him, and Peter's spidey sense went crazy as he ducked and dodged every which way to avoid being slugged into spider goulash. Spider-Man leapt into the air and landed on Cap's head, giving himself a boost as he kicked off and dropped to the ground behind him. As Steve was spinning around, Peter connected a solid punch against his shoulder and ducked as a leg whooshed above his neck. Remembering Black Cat's little trick, Peter punched the underside of Cap's knee and shoved him over while he was off-balance. He fell to the floor with a grunt, and Spider-Man brought his leg down hard right as he somersaulted out of the way.

"You pick things up quick for an ninety-something-year-old," Peter taunted, only to flinch as Cap sprung forward and seized him by the fabric along his collarbone. He spun him around and around then chucked him right into the wall, where he slowly slid to the floor, head against the ground and lower body bent over like he was doing some crazy, upside-down yoga move.

"Ooow," he groaned, rolling to the side and rubbing the back of his head. "That really hurt, Cap. I thought this was supposed to be a friendly training exercise, not a game of splat the spider."

"You call that punch to the shoulder you just gave me 'friendly'?" he scoffed with a grin. "And you're the one who woke the sleeping giant in the first place, so don't go crying about it now."

"Was that a history joke?" he asked, right as Steve's fist left a dent in the wall where his face had been half a second ago. Spider-Man grabbed hold of his arm with his sticky fingers and flung him across the room, where he landed on his feet and skidded to a halt. He frowned irritably with a sigh, wondering why he'd agreed to do this in the first place, when he suddenly remembered something.

Sticky fingers. I have sticky fingers. But not just sticky fingers, according to Doc Maes. Sticky everything. That sounded awkward, but whatever. If what he said was true, maybe I can—

Instantly, Captain America rushed at him again, but this time Peter had a fun little idea to try out. He dodged to the left before he could hit him, then spun around right as Steve began to swing his leg at his body. With major ooow, Spider-Man felt a foot slam between his shoulders, but right as it struck he focused on making the little hairs in his skin grow and hook into Cap's shoe. He seriously doubted it would work, but what was the hurt in trying? Besides, you know, the gigantic bruise he could already feel forming against his spine.

After delivering the powerful kick, Steve tried to pull back into a defensive position, but was startled to discover himself unable to. His foot was, like, stuck to Peter's back or something. With effort he tried to rip it away, but it wouldn't budge. He tottered unsteadily on one leg, windmilling his arms to try to stay balanced.

"H-hey! Peter! What the heck is going on? Why can't I—?"

"Surprise, surprise, Spangles! I can't believe that actually worked." Giggling to himself, he crawled up the wall and on to the ceiling with poor Steve hanging off his back by the very tips of his toes. The rest of him dangled high above the ground, waving his arms around wildly as he glanced about.

"Ah! How are you doing this? We agreed no weapons! That includes your gross, spidery, web-fluid stuff!"

"It's not web-fluid, Capsy, it's my skin. I'm sticky all over, believe it or not. Apparently it's not just my hands and feet that have super-glue on them." Then he cringed. "Ugh, and speaking of sticky skin, it feels like you're tearing off mine. Look out below!"

He felt the hairs retract back into his flesh, and helpless Captain America fell all the way to the floor with a loud grunt. Peter dropped gracefully beside him, placing his hands on his hips.

"Damn, son," Cap chuckled, rubbing at his head. "You've got something new up your sleeve every day. I've always wondered how mother spiders are able to carry all of those nasty babies on their backs at once. Guess I know the answer now."

"Okay, ew," Peter said with a shudder. "Don't go there. Don't make it weird. It's a cool ability, alright? You're just jealous that you're stuck with the same old punch, kick, whammo powers, while mine are growing continuously more awesome at an exponential rate."

Steve stood up, slowly rolling his shoulders and sighing loudly. "Whatever, kid. But if you haven't noticed, as much as you've run your mouth for the past few hours, you still never fully explained your nightmare issue to me, which I thought was what all this was supposed to be about."

Spider-Man immediately hesitated, hating to be reminded of his little hitch when he'd managed to repress it for such an exceptional stretch of time. Then he shook his head.

"Well, you never gave me any explanations for all the crap that's been happening on your end for the past week. You have to go first."

Huffing out a breath, Steve turned to face him. "Fine. where do you want to start?"

"How about why the hell all of you agreed with Tony when he told you I wasn't fit to fight Hydra?"

"We didn't agree with him, necessarily. We trusted that there was something really wrong with you when he said you shouldn't come. We were also on a strict time crunch, so we didn't have the luxury of debating the minutiae, and since Tony's not really one to openly display his concern for others, when he insisted you stay behind, we assumed there was good reasoning behind it."

Peter scoffed coldly. "Well, there isn't. He's a liar. And every time I've tried to contact him and the rest of you to tell you that, you've all ignored me."

"I agree it was wrong of us," Cap stated earnestly, "and I apologize on behalf of everyone for that. We should've looked into it more ourselves. But Peter…well, I hate to ask this, but are you positive Stark isn't holding you back for something important? Is there really nothing we need to be worried about? Because I can't imagine him treating you like this for no reason."

"I told you already, Cap," he insisted crossly, "he's lying. He has some weird vendetta against me leaving New York on big time missions. He thinks I'm going to get myself killed like some clueless rookie. I don't get why he doesn't understand that I can take care of myself! What haven't I done to prove that to everyone already? And since when is it his job to make my choices for me?"

"I know he's being unfair," Steve agreed, "but are you sure this doesn't have anything to do with this nightmare problem of yours? If you really can't sleep like you were saying, sending you out to fight Hydra is definitely not a good idea."

"This nightmare problem happened after he ignored me and left me behind. And it's honestly nothing, really. It doesn't hinder me from beating up bad guys in the slightest, whether they're crooks off the street or Hydra's Nazi goons." He knew he was stretching the truth a bit at this point, but he didn't care. He was beginning to regret telling Cap about it in the first place.

"Peter, you know that can't be true. You told me yourself you could hardly stand it. You need rest to be able to fight at your full strength." Steve Rogers stared at him concernedly. "And, need I remind you once again, you still haven't been straight with me about it. Which is not only troubling me, but damaging yourself."

"I don't need to talk about it like some blubbering therapy patient, Cap; I just want it to go away. But even if it doesn't, I'll—I'll be fine. I don't need another one of you worrying about me like I'm some idiot kid."

"I'm not worried about you because I think you're a kid," Cap told him softly. "I'm worried about you because you're my friend, and I don't want to see you get hurt."

Immediately, Peter's scowl faded. His muscles relaxed, and he stared up at Steve in surprised silence. Cap looked back down at him with sadness in his eyes, then sighed quietly.

"That's why I don't think you should come to California. I was originally going to bring you with me on my way back to join the rest of the team, but I don't think that's a good idea anymore. You don't look or sound like yourself, Peter. I can tell that you're in a lot of pain, and the last thing you need is more stress added on to that. From what you've told me about this Big Man and his assassins, it seems to me that you're already dealing with enough problems as it is. And if it's really as bad as you're making it out to be around here, New York needs someone to stick around and surveil it while the rest of us are away. No one's better at that than you. So I think, as your friend, you should stay here, and try to rest."

Resetting his jaw, Peter turned away, balling his fists at his sides. "You think Tony's right about me."

"I don't think Tony's right about anything. I'm saying this off my own judgement. I want you to stay here and protect the city until you figure out this problem of yours, since you clearly won't talk about it with me."

"Sitting here and doing nothing is not going to help me. I need to fight bad guys. I need something to take my mind off it."

"That's just distracting yourself from the real problem, Peter. You need to face it."

"I am facing it. I came and talked to you about it, didn't I?"

"Hardly. I thought sparring a little would help you, but clearly I was wrong. You need rest."

"I don't need rest, Cap! I need you to listen to me!"

"It's obvious you aren't mentally or physically up for this task, son. You need time to get yourself back together, and recover your strength."

"You don't think I have my strength?" Spider-Man yelled, his knuckles whitening beneath his gloves. In an instant, he bolted straight at Steve, his fist cocked back behind his head. He swung right at Cap's chest. "Well how's this for strength?"

SHINK.

Peter's knuckles rested against Steve's heart. He was breathing harshly, and his teeth were clenched tightly together. Sweat dripped down his back. Then, in a sudden rush, all of his anger vanished. His mind cleared, and his pride was gone. This was stupid, he realized. This was proving every point that all of them were trying to make against him. He was acting like a dumb kid having a tantrum. Captain America was right. Even Tony was right. If he saw one of his team members behaving this way, he wouldn't want them on a mission either. He would be worried about them.

Peter couldn't believe how ridiculous he was being. This was the last thing Spider-Man should be doing right now. He needed to be working to solve this issue so he could get back to defending his city from the men trying to destroy it. He needed to get back to butt-kicking the right people, with the right mindset. With dreadful shame swelling inside of him, Peter hung his head.

"Ah, dammit. I'm sorry, Spangles. You're right. You're right about everything. I'm being an idiot. I'm sorry."

He pulled his fist away from his chest. As he did, a horrible slurping sound followed, and he found that his hand felt warm and wet. Steve was silent. Puzzled, Peter stared down at his arm, twisting his palm upwards.

What?

His fingers began to shiver. His glove was dark and moist. Horror drained the life from his face.

No. No, no no!

The long, spear-like appendage protruding from his wrist dripped with thick, crimson liquid. Puddles of red began to form at his feet. Peter ripped off his mask and grabbed his arm in terror, then lifted his gaze to face Steve.

His eyes were empty, yet full of despair. A look of unspeakable disbelief at his friend's treachery encapsulated his features. A hole was drilled straight through his chest, spilling blood down his torso and marring his uniform with dark stains. He teetered back and forth a bit, blood sputtering from his lips, then collapsed to the floor as a lifeless shell. A final gasp of agony escaped him before his pupils dilated into dull, empty pools.

"Cap?" Peter cried, falling to his knees and grabbing his head in his hands. "Oh gosh. Oh gosh, Cap!" His body was quaking all over, and he laid his palms flat against the ground. "N-no. I didn't mean to! How could I have…?"

He cupped his mouth in horror, only to feel the warm stickiness drench his lips. Appalled, he took his hands away from his face, watching them shiver about and feeling the black liquid pool in his hands. Tears began to gather in his eyes, and he crumpled to the ground in anguish.

"Oh gosh, oh gosh, I didn't mean to! I killed you! I killed you, oh gosh! I didn't mean to Cap, I swear! I'm so sorry! I'm so sorry! I'm so, so sorry…"

"Peter! Peter, wake up!"

A pair of hands suddenly seized him by the shoulders, causing him to gasp. When he lifted his face, he found himself staring into the eyes of the black monster, ready to eat him once again. Then a slap like he'd just face-planted into the ocean off a high-dive connected with his cheek, jarring him so badly that he yelped. In an instant, the creature melted away, replaced instead by Steve Rogers' terrified face.

"Peter! Can you hear me? Wake up, kid!"

Spider-Man blinked his eyes bemusedly, shaken to his core as he took in the living, breathing form of the man he thought he had just killed. "C-Cap?" he stuttered, leaning back on one hand while the other rubbed at his stinging face. Peter glanced around the room, realizing that his teammate's body was gone and there was no longer blood drenching the floor, then lifted his palm off of his cheek. His glove was clean, his hand was shaking, and no jagged spear was projecting from his wrist. Not a single sign of the horrendous act he'd committed remained.

"Oh…" he breathed, palming his face in his hand. "Oh, damn it all. It was just…it wasn't even…"

"Peter, what the hell was that?" Steve demanded, giving his shoulders a harsh shake. "What the hell was happening just now? Why were you acting like you had just killed me or something?"

Peter's breaths were rapid and choppy, and he fervently shook his head. "Cap, I…this is why I didn't want to talk about it. I'm sorry."

"Are you telling me that these 'nightmares' of yours aren't just happening while you're asleep?" he asked sharply. "They're happening while you're awake, too?"

"They're…getting better. Really. They aren't as frequent as…before."

Steve's shoulders sank, and he stared at Peter with pain in his eyes. "Kid…this isn't okay. This is not okay at all. Did you really think you'd killed me?"

"That's what they always are, Cap," Spider-Man choked out. "Always someone being murdered. Whether it's you, Stark, Gwen, the whole team, the entire damn city, or me." He heaved a shaky breath, dropping his face into his hands. "Someone's always dying, and it's always my fault. And then...there's alway this—this black thing—this black monster—it's just, it's always there. It won't go away. Every time, it's eating me alive. And no matter what I do, it won't stop happening. None of it will stop."

Captain America watched the kid knead at his bloodshot eyes. He looked exhausted, broken, and scared. He didn't know how he could help him. This was unlike anything he had ever dealt with before. This almost seemed like a supernatural illness of the mind, and he was the last person who knew what to do about that. So, sighing quietly, he did the only thing he knew how to do—he hugged him. Not enough to crush him or make things go from super-depressing to super-weird super fast, but he wrapped his arm around his shoulders enough to let the kid know he wasn't alone.

"I'm sorry this is happening to you, okay? It sucks, and I don't know what it is or how to fix it. But it's going to be alright. We'll figure it out."

Peter wasn't really sure how to respond. He wasn't crying, but he knew he must've looked like a mess if Steve Rogers was acting like this. The strong arm curled around his back had startled him at first, and he thought for a moment about shoving it off, but eventually he ended up just sitting there, letting it still his shivering bones.

Then, from high above, a robotic voice spoke. Captain Spangles, sir. An urgent request for your immediate presence in California has been sent to me from Tony Stark. Shall I relay the message to you?

Swallowing, Steve shook his head. "No. Tell them I'm on my way, and that I'll be there as soon as possible." He glanced back down at Peter, and gave his arm a comforting squeeze. "I've got to go now. The others need my help. But I promise you we'll get this sorted out as soon as we get back." Slowly he stood up, his hand still resting on his shoulder. "Just do what you can to rest until then. And try to keep this city safe. You're going to be fine, Peter. We won't be long."

Then, jogging out of the room, Steve Rogers snagged his shield off the floor, threw on his boots, and ran on to the balcony where a compact jet lied. The engines hummed to life, and in minutes he had zipped off the platform and vanished over the urban horizon, out of sight. Peter, still sitting on the floor, found himself alone once again.

Steadying his breathing, Peter stared down at his feet. Cap's right, Pete. You've got to figure this thing out. You've got to make this stop. He blinked slowly, his eyes feeling dry and heavy. But I can't wait until they all get back. This isn't just about me anymore. I've also got to stop this man from tearing my city and all its people apart. I'm the only one left to do it. His three crazy goons are still out there, and who knows how much damage they could do while I'm trying to "recover".

No. I've got to stop this. For Gwen, Aunt May, for the team. And for the people trapped beneath him, like Wanda and Black Cat and who knows who else. For everyone. I've got to stop him now, for their sake.

Peter suddenly realized that his two problems might be one in the same. His fear for his city and all of his loved ones was what was causing these visions, he assumed—and who was the one man threatening all of those at this moment? Bingo. That was how he was going to move forward. That was how he was going to resolve all of this crap at once. He had to kill two birds with one stone.

He had to take out the Big Man. He had to end his cruel monopoly over his city, and make him realize just how big of a mistake he was making messing with him and his people. He had to beat him and all his stupid minions, and then this would all be over with. Everyone would be safe, and his mind would finally be liberated.

With new determination, Peter pushed himself off the ground, then rose to his feet. His breathing was calm, and his goal was clear. Mask in hand, Spider-Man marched out of the room, his eyes fiery and his stride confident. He stepped up to the window, watching the bright orange sun begin to bathe the sleepy city in bloody light.

I'm coming for you, Big Man. You're going to rue the day you decided to hurt my people (yeah, I said rue). I'm going to make you pay for what you've done.

Then, as the sun crested over the horizon, a grin pulled up at the corners of his lips.

And I'm going to dis you so hard while I'm doing it, the whole city will laugh at your name, and no one will ever fear you again.

I'm ending all of this. Today.

Dun dun DUUUUU—yeah whatever. Every time I've re-read this chapter I've kinda confused myself, so I'm sure you're all like whaaaa. So yeah...sorry :P It was kinda sad, though, wasnt it :( poor pete. I'm so freakin excited to write the next chapter though, and the one after that, and the one after that, cuz I've had them planned out for so long and I think they gon be AWESOME! (I hope, anyway haha) I'm so evil :) But yeah, until then my chickadees :D anyone else waiting for someone to leak Civil War footage from D23 already? Or a pic of Spidey's new suit or something? Pleeeaaaasse someone break the law for my sake! XD