Author's Note: A few notes about where this story fits in the MCU canon. This story is set after "Avengers" and "The Amazing Spider-Man". The only two things that I will be taking from the other movies are 1) H.Y.D.R.A.'S involvement with S.H.I.E.L.D. and 2) Peter and Harry's bromance. Everything else isn't in play in this story. Please enjoy this chapter!

"When everything goes to hell, the people who stand by you without flinching - they are your family."

—Jim Butcher

"I can't stay here."

Gwen turns to him, frowning slightly as she places the white coffee mug down on the wooden table. They've moved inside now—Gwen's mother and her brothers were currently out running a few errands—and Peter feels numb. The grief and the betrayal have stilled within him, but the pain is still there, bubbling under the surface.

"Why?" Gwen questions softly, coming to his side. Placing a warm hand on his shoulder, he grabs hers and holds it within his own. Pressing a kiss onto her creamy skin, he musters up a smile. "I can tell my mom that you—"

"They'll find me." He mumbles.

"The Avengers?" He finds it cute that she whispers their name as if they can hear her through the walls. Then again, maybe they could. It wouldn't surprise him if they had bugged his girlfriend's apartment. At that thought, the anger simmers up but he quickly puts a lid on it. He can't think about that now. He just needs to breathe.

"Yeah." He rises from the table. "I've been here too long already."

"You can stay," Gwen urges, holding his hand tightly. "I don't want you to be alone tonight."

"I'll be okay." He musters up a tired grin as he pushes his chair in. He isn't sure where he's going to go now. The team had to be looking for him. They probably wanted to drag him to Fury and force him to be debriefed. He scowled at that thought. No way in Hell was he going to go back to that organization or that team. They had betrayed him. They had lied to him.

They put his last living family member at risk.

"I'll come with you." Gwen interjects, reaching for her keys. "Let me just grab my scarf—"

"No." He tells her, voice softening. She tilts her head to the side in confusion and opens her mouth to protest when he quickly adds, "Gwen, I just need to be alone."

"Peter, you sure?"

There's a knock on her door, soft yet insistent. He grimaces and presses a kiss on her lips before heading to her window. He knows who is on the other side of the door and it's time for him to get out of here. Maybe he should face the music, but right now, he can't trust his emotions. He needs to find somewhere to calm down and get his head on straight.

"I'll call you." He whispers, before pushing open her window and feeling the bite of the chilled air on his face. Firing off a web line, he savors the wind his air as he fall before the web carries him upwards.

Within five seconds, he's nothing more than a speck in the dark.

"Miss Stacy?"

Gwen meets the gaze of the former CEO of Stark Industries and Tony Stark's current girlfriend. Pepper Potts isn't at all what she expected. She's intelligent and feisty. Her figure is modest and compared to some of the women she's seen Tony with in magazines, she's plainer than most. Still, Gwen admires her strength and her intellect, but she has a feeling that's why Pepper was sent here instead of one of the Avengers.

"I'm not going to say anything." Gwen snaps, feeling defensive all of the sudden. Her boyfriend has been dealt a great blow and all Gwen wants to do is comfort him, but she knows she can't. Peter's always been the kind of person who has to deal with things on his own—a very private guy who doesn't or maybe can't, open up to others people easily.

"Miss Stacy," Pepper shoots her a warm smile. "I'm not asking you to tell me where Peter is."

"Then, why are you—?"

"I know how it feels to watch the man you love struggle with things that you can't help him with." She began, placing her teacup down. "I understand how frustrating it can be—"

"The Avengers lied to him!" Gwen growled, fists clenching at her side. "They hurt his Aunt—"

"I understand you're angry—" Pepper began calmly.

"No, I don't think you do," The blonde growled, rising from the table. "Family is everything to Peter and I don't think he will recover from this—"

"You're underestimating him then." The older woman interjects softly. Then, frowning a bit, she adds, "I don't want to argue with you, Miss Stacy. I understand where you're coming from. Believe me, I know S.H.I.E.L.D. isn't the greatest organization in the world." She shoots a quick grin at the teenager. "But I want you to know that the Avengers wouldn't have kept this a secret from Peter if it wasn't for his own good."

"His own good?" Gwen echoes. She shakes her head and frowns. "How could any of this be for his own good?"

"Miss Stacy," Pepper smiled softly and there was something reassuring in her tone that stifled the rising fury that seemed to consume Gwen. The teenager sighed and ran a hand through her hair. "I know we just met, but I need you to trust me."

"Why should I, Miss Potts?"

"Because Peter might be in danger," The former CEO began, her eyes locking onto Gwen's. A manila folder suddenly appeared on the table and Pepper pushed it forward to Gwen. Curiously, the blonde scanned it, her eyes catching on the telltale Oscorp logo. "And we need your help to protect him."

"Hey Uncle Ben."

A cool wind ruffled his hair and the grass was damp with evening dew. Goosebumps rise on his skin, but he ignores the telltale sign of how cold he is. Peter doesn't feel it though or cares about it. He's numb to it all—the chill, the pain, the anger—but he can't focus on it now.

The tombstone doesn't speak back. He doesn't know how he ended up here exactly—something just brought him here. Maybe, he thinks with a smile, it's because Uncle Ben always knew how to get through to him whenever he felt like this. He'd show up with a baseball and a glove, toss it in Peter's direction and they'd go outside, throwing the baseball back and forth until Peter felt comfortable enough to discuss whatever was eating him. Uncle Ben always had a solution—maybe it wasn't the best solution for all cases—but he tried and that had been all that mattered.

"Uncle Ben, I don't know what to do." His voice cracks as the grief rushes through him and images of Ben bleeding out on the concrete fills his mind. He'd been too late then. He'd made the wrong choice and his uncle had suffered the consequences. In the storm of emotions that followed, Aunt May had been his lifeline. Only, it turned out that he had almost lost her too. Being a part of the Avengers and S.H.I.E.L.D. wasn't worth it if she was in danger. He'd quit being Spider-Man if that's what it took.

He means it too.

"I can't lose Aunt May like I lost you." He confesses. "And I know, you raised me not to be a quitter, but I can't risk her." He lets out a ragged breath. "God, I wish you were here." He missed his uncle so much—his laugh, his cheesy jokes, even the way he'd scold him. The first few months after the funeral, Peter would wake up and for a split second forget that his uncle had perished. He'd go down stairs, ready to greet his uncle, only to find out that he was alone. His aunt had gone through hell to make the payments on the mortgage, to pay for his school supplies and what had he given her in return?

A trip to the hospital.

"I can't . . ." He huffed out a breath. "I don't know what to do, Uncle Ben."

There was no reply.

Author's Note: This chapter spun out of my control. Hope you enjoyed it! Please review if you have a second. Thanks!