Gwen didn't even notice Nick Fury leave the gym. She was too enraptured by Steve who was taking a drink from a water bottle. He wiped his face off with a towel and hung it over the ropes of the boxing ring. He smiled. Gwen almost swooned. There was Adam, then there was Steve Rogers. She was teenage crushing hard. He offered his hand. Gwen reached out and took it. She didn't realize she'd almost had it in a death grip until he laughed.

"You have quite a grip there, Gwen. Is it alright if I call you Gwen?"

Gwen nodded. Her eyes looked like saucers. She could not believe she was meeting Captain America in the flesh. She'd read so much about him in the last month. He motioned at the boxing ring.

"Do you box? I don't know what teenage girls do for fun these days?"

Gwen shook her head. He nodded.

"Well, Tony tells me you've run into some trouble recently. Something about computers I didn't quite understand, but it sounded like someone could have gotten really hurt."

Gwen felt herself blushing. She was pretty sure there should be a red glow emanating from her at this point. She couldn't meet his beautiful blue eyes. So, she was looking at the floor. She nodded. He motioned at a punching bag.

"You know, I find when I'm angry at the world taking it out on a bag helps. Want to give it a try?"

Gwen shrugged. He went behind the bag and he motioned for her to punch. Gwen threw a punch. She pulled it. She was pretty sure the bag and Captain America would go flying if she used her full strength.

"You can hit it harder. It can take it."

Gwen swung her fist. When she made contact the bag and Steve shifted with the force of the blow. Dust flew off of it. She had to admit it felt good to hit. She thought she'd be better off with a metal block though. Steve looked surprised. Gwen stretched her wrist out. The bag didn't hurt her much, but she did hit it at a bad angle and tweaked her wrist slightly. Steve motioned for her to come closer. He took her wrist and looked at it. Gwen tried not to react to him touching her. He was like ninety years old. Unfortunately, that didn't change how handsome he was. She tried to distract herself.

"What do you have to be mad about?"

He smiled sadly.

"Well two weeks ago I was dancing with the woman I loved in London before heading out on another mission. Now it's almost eighty years later. Everyone I knew is gone."

Gwen nodded. He seemed to be satisfied her wrist wasn't hurt. He motioned for her to sit down on a bench. He lifted up a roll of black fabric. He held it up.

"If you're boxing, it's important to wrap your hand and wrist. Watch."

He started wrapping the fabric around her hand. It felt almost like a tensor's wrap. He tied it off. She closed her fists and nodded.

"Watch me."

He showed her his fist.

"You need a tight fist. You want to hit here on the knuckles."

Gwen nodded. He smiled.

"Also watch the angle. Don't want to hurt your wrist. The wrap will help with that."

He got behind the bag again and motioned for her to take another shot. Gwen punched it another couple of times. Once again, she held back ninety-nine percent of her strength. He laughed.

"It's okay. Go ahead. Let the bag have it. Pretend it is the person you're most upset with."

For some reason as she pulled back her fist, she saw her own face in front of her. She wasn't thinking and she punched the bag with all of her strength. The bag burst. Sand poured onto the floor. Steve went flying along with the remnant of the punching bag. She blushed. She was also confused. Why was she angry with herself? She mumbled an apology. Grabbed her bag and rushed out of the boxing gym.

Steve recovered from his shock at the strength he'd just witnessed. He rushed to catch her. By the time he reached the door Gwen had vanished. These Bronx were not the ones he knew. He sighed and looked at the burst punching bag as the door of the gym slammed shut. He shook his head.

"Poor kid."

Gwen wasn't sure where she was going. She wasn't sure she could go home at this point. There was no way Steve Rogers would assume she was just a normal fifteen-year-old girl after that. She just saw her face on that bag, and she let all of her anger out at it. She'd never let loose before. She'd always restrained herself. Even when she was punching James. She knew how strong she was from the tests. Physically she was far stronger than Steve Rogers and she wasn't even fully developed yet. She'd never struck anything with her full strength. She just imagined Steve on the phone with Nick Fury and Tony telling them all about her. She felt a chilly wind. The sky had been darkening steadily. She pulled her hoodie out of her bag and slid her arms into it. She pulled up the hood and hurried her footsteps.

Her spider sense triggered, and she stopped dead. She looked up and found herself face to face with a group of teenagers. She clenched her fists. She still had the wraps on them from the gym. Gwen fell back into a stance that would let her react quickly to incoming threats. The wind whipped through the alleyway she'd cut through, tossing newspapers up in the air. The biggest of the group rubbed his hands together.

"Looks like you might be lost."

Gwen grimaced under her hood. Lightning flashed in the darkened sky.

"You really don't want to do this, boys. I'm not in the mood."

He chuckled.

"Let's see that face of yours."

He reached out his hand to touch Gwen's hood. She caught his wrist easily and twisted. Bending his arm in a direction it really shouldn't be bent. He screamed out in pain. She hadn't broken it yet but he would definitely not be using it for a few hours. She reached into his waistband and took the gun he had hanging from it. The rest of his group started scattering for cover and pulling out their weapons. Thunder cracked in the sky. Then silence reigned once again. Gwen held the boy in front of her almost like a shield. Lightning flashed overhead in the silence before the incoming thunder the sound of metal scraping against brick echoed through the alley. At that sound and as the thunder cracked again the rest of the teenagers scattered.

Gwen turned towards the source of the sound. She was still using the teenager she'd grabbed by the wrist as a shield. She laughed when she saw the Prowler. She wasn't sure if it was Miles or his uncle. Whichever it was grabbed the boy by his jacket and lifted him up with their wicked looking claw.

"Ezekiel, I have told you repeatedly this ain't your territory no more. Now I find you harassing one of my associates? I aught to flay you and leave you for your friends to find."

Liquid splattered across the ground at the Prowler's feet. He shook his head. Gwen had her answer. It was Miles.

"Fucking pathetic. Get the fuck out of here, I see you again they'll find you skinned alive and hanging from some wires."

He dropped the older teenager in the puddle of piss. The teenager ran off like his pants were on fire. Miles opened his mask.

"Sup girl?"

Gwen wasn't sure why she needed to do it, but she grabbed Miles and hugged him tightly. He wrapped his arms around her back. He groaned as his exoskeleton creaked and compressed from her tight embrace. Tears were dripping down her cheeks.

"Ouch, ouch. Not superhuman here."

Gwen released him.

"Sorry."

He looked up at the sky as sheet lightning lit it up as if it were daytime.

"Let's get out of this before I turn into a lightning rod."

The pair rushed towards his apartment building. He started climbing up the fire escape.

"See you inside."

Gwen nodded and went into the front door. She rang the buzzer. Mrs. Moralis answered.

"Hello?"

"It's Gwen."

"Oh, come in!"

Miles's mother was always excited when Gwen showed up. The door buzzer went off. Gwen ran up the stairs. She knocked on the door. Miles wasn't there yet. His mother motioned Gwen inside.

"Come inside, come inside, Miles is on the roof, he'll be down soon. He's been spending so much time up there. I am worried."

Gwen smiled.

"You don't have to be, he's doing fine. Probably just catching up on fresh air before he's stuck inside studying because my school is going to kick his butt."

Miles opened the door just as she said that.

"If they let you in, it's going to be easy as eating my mom's cooking."

Gwen smiled at Miles.

"Hey Miles, see any damsels in distress tonight?"

He laughed.

"Nah girl. Just mother nature's light show."

Thunder cracked again. Rain started to pour down. The three of them rushed to close the windows as rain started to spray in. Miles looked at his mother who smiled at him. She looked between them.

"Gwen, I'm going to leave you and Miles to your own devices. I have to work early tomorrow."

Gwen waved.

"Good night, Mrs. Morales."

Miles and Gwen sat on the back of the couch and watched the lightning flashing outside. He glanced at her.

"So, you given up on that rich boy yet?"

Gwen glanced at him.

"I told you; You and I are never going to happen. No way. You should have asked me out before you asked Peter out. Never going to stab my friend in the back like that."

Miles shrugged.

"Can't blame a guy for trying. You must be ripped under that T-shirt of yours. So why are you in the Bronx tonight?"

Gwen rubbed her face and stood up. She started to pace. The power went out suddenly. She shook her head. As she paced, she was silhouetted by the flashes of lightning that lit up the night's sky.

"I did something stupid. Before you got out. Tony found out. As punishment he sent me to talk to someone. I'm sure that someone's figured out who I am. If not now, he will at some point. Once he figures out what a television is, or the internet."

Miles crossed his arms.

"How'd he figure you out?"

Gwen threw up her hands.

"I was pissed. I don't know. I'm so angry all the time so he was like just let it out into the bag. So, I did and sent him flying and burst the bag open. Miles, I knocked Captain America on his fucking ass! The man is no idiot, even if he is a primitive…nineteen forties…"

Gwen trailed off. Miles got up and stopped her. She could feel his breath as he spoke quietly.

"Gwen, shh, you don't know yet, do you? Just relax. What tomorrow brings, it will bring, girl."

She trembled at his touch. His hands were so warm. His scent was intoxicating. Obviously, he felt the same because their lips met. Lightning flashed through the window and Gwen realized where she was and what she was doing. She pushed him away.

"I can't do this. Peter… Adam."

She grabbed her bag and rushed out into the stormy night. She ran and she ran. Trying to put as much distance between herself and the temptation that was Miles Morales. It was like some cosmic force was pulling them together. She wanted nothing to do with that. Life was going good, Steve Roger's aside. She was drenched by the time she crossed the threshold of the graveyard that held her mother's grave. Her feet had brought her here. She'd been running for what seemed like an eternity through the torrential July rain. The rain had stopped, and the dark clouds had moved on, leaving her mother's gravestone lit by the full moon that seemed so close tonight that Gwen could touch it. Gwen leaned on her mother's marble gravestone. Putting her hands on it. Tears rolled down her cheeks.

"Mom, I screwed up."

Gwen closed her eyes and imagined the last time her mother had comforted her. The warm hug the soft kiss on her forehead. Gwen had failed a test. The first one she'd ever failed. She'd been distracted by Flash. Gwen shook her head. What a stupid thing to be upset about? A test. A test when her mother would be dead in less than a month.

"Mom, there was an accident. I got powers. Been hiding them from Dad, and everyone. I'm not sure who I can trust. I'm trying to do what you and Uncle Ben said. I'm just not very good at it, I guess. I have no one I can talk to about what is really going on. There is this one boy, he's totally the boy you warned me about. He knows the truth but… he's dating Peter… or was. I can't do that. Not to Peter. And my boyfriend suspects… knows some of the truth. But… I just don't know mom. I'm lost."

Gwen wiped her tears up.

"I wanted to tell you about Dad's wedding. I know you would want him to be happy. Even… even if he made some bad choices before. It was beautiful. Erica was beautiful. Dad is happy again. For the first time since you died, he is really happy. He even took time off work. Can you believe that? We're talking more. Erica is helping smooth things over. Dad… he doesn't really know how to handle a teenage girl. Especially one as smart as me. You'd keep me in line. You always knew how smart I was… Erica knows too I guess, she's really good at not trying to be my mom but being supportive. There are worse stepmoms out there. She'll never replace you but… but I think I can love her too. She's the only mom I have left… at least that can call me out on my bullshit."

Gwen sniffled and rubbed her face.

"I am so sorry mom. I know I'm disappointing you. I'm trying really hard not to."

Gwen saw movement by one of the trees that dotted the pastoral graveyard. Her spider sense didn't trigger. The figure emerged into the full light of the moon. As he did so he spoke.

"From what I know of moms, the good ones anyways, they're always proud of their kids."

It was Steve Rogers. Gwen quirked her head to the side.

"How… did you find me?"

He pulled his cell phone out of his pocket.

"You know, you can find just about anything with one of these thingies. You just ask it and it tells you. Thought about where I might go if I was feeling a bit lost. I could think of only a couple of places. To talk to my mom, or my best friend Bucky. Director Fury mentioned you'd lost your mother recently. So, I asked this… phone? About you. Read a story about your mother. Asked where she was buried… You get it, I'm sure. You grew up with this stuff."

Gwen stood up and clenched her fists. They were still wrapped from before. Steve held up his hands.

"I'm not here to take you in or whatever you think. Don't trust Director Fury. Figure if it is being done right, it should be out in the open, not in the shadows."

He slipped the phone into his jacket pocket.

"What happened to you Gwen? Did someone do this to you? Did the government experiment on you?"

Gwen turned away from him and wiped her tears away. She looked at her mother's grave and shook her head. She took a deep breath. She was just emotionally drained. The last year had been a roller coaster. She fought back the sobs she felt coming on. He crouched down and ran his fingers across the date of death. He looked up at her.

"She died last year on this day?"

Gwen nodded. She held herself with one hand and leaned on the stone with the other. She started to sob uncontrollably. Steve hesitated for a few seconds but then he put his hand on her back and started to rub it gently.

"Shh. Shh. It's alright."

He helped her sit down on the gravestone. Gwen bent over and was gasping for air. Steve just stood beside her patting her back gently. Gwen's sobs slowed and stopped eventually. She started to get angry. Her fists pressed into the marble of the gravestone and cracks radiated from them. She looked up at Steve. Tears were still dripping down her cheeks.

"I have all this power, but I can't save anyone. I couldn't save my mother. I couldn't save my Uncle Ben. I couldn't even bring their killer to justice right. I screwed that up too. Why did this happen to me? Why not someone who could make a real difference?"

Steve looked up at the stars, then back down to Gwen. He put his hands on her upper arms.

"I want to tell you that everything happens for a reason. That you were chosen for some greater purpose. The fact is we don't get chosen for greatness. We choose to be great. I volunteered for this to serve America. The Nazi's were bad people. They needed to be stopped. I don't know how you got this power. If you were born with it. Someone did this to you. What I do know is you have a good heart."

Gwen sniffled and met his gaze for the first time.

"How do you know that?"

He smiled.

"The man who invented this stuff. He told me, it makes you more of who you are already. A good man becomes a better man. An evil man… Now I assume you're just a newer version of me. Maybe I'm wrong. But if I'm right? If I'm right you're a damn good person Gwen Stacy. Because you're upset you couldn't save people. I've seen what this serum does to a selfish man. It is ugly. Was ugly. The last thing on his mind was what he could do for others."

Gwen sniffled a few more times.

"I am not you. I have done bad things."

He nodded.

"Gwen, we all make mistakes. The trick is, never make the same mistake twice. Whatever you did to get you brought to me for a talk? Just don't do it again. Simple as that."

Gwen shook her head.

"I'm sorry you have to deal with me."

Steve shrugged.

"You know, its nice to feel useful. I'm not sure what else I'm going to be good for in this day and age."

He stood up. He looked around.

"We should get you home. Your dad is probably wondering where you are."

Gwen shook her head.

"He's in Europe on his honeymoon."

"He left you alone on…"

He motioned at the gravestone. Gwen shrugged.

"I told him and my stepmom I'd be fine. I want them to be happy."

Steve offered his hand. She took it and he pulled her up. He put his hands in the pockets of his leather jacket. She didn't bother putting her hands in her pockets. It wouldn't matter she was drenched from head to toe. Gwen gave her mother's grave one last wistful glance and then hurried to catch up to Steve. She looked up at him.

"So, you think I'll get taller?"

He laughed.

"I have no idea. I hear you're pretty smart. You'll figure it out."

Gwen smiled and shook her head.

"I keep telling people, I don't do biology. So, you're really not going to say anything to anyone?"

He seemed to be deep in thought as they walked. Finally, he glanced towards her.

"You're a kid. I just see flashes of the tests they put me through after the experiment. I don't want to see you go through that, but I don't want you to get hurt."

Gwen nodded.

"I've been shot… a lot. Still here. Not sure what can kill me yet. I get my butt kicked a lot but I always get back up again."

He looked a bit surprised.

"You're bullet proof?"

Gwen laughed.

"No, my costume is. Still hurts though."

He glanced at her as they reached her apartment.

"This is you?"

Gwen nodded.

"You going to be okay alone? I can still call you a taxi with this thingie."

He held up his phone. Gwen shook her head. He leaned on the rod iron railing of her walk-up's stairs.

"Look Gwen. I'm not going to say anything to anyone but it's pretty obvious you really don't know much about proper fighting techniques. If you're going to be out there risking your life, which I do not agree with, you need to know how to properly defend yourself. So how about you come to that gym they have me staying at and I show you what's what?"

Gwen shook her head.

"I almost hurt you tonight."

"That is true. Which is why you need to learn how to fight. That way you'll learn better control. Who knows, I might even show you how to use my shield."

He smiled at her.

"Think about it. I'll be there."

Gwen reached into her backpack and pulled out her phone which was dry thanks to her backpack's waterproofing.

"Want me to call you a cab?"

Steve took a deep breath and shook his head.

"No, New York and I have been apart for way too long. I think it is about time I got to know her again. I hope to see you soon, Gwen."

Gwen waved.

"We'll see. Thanks. Mr. Rogers."

He shook his head.

"Cap, or Steve will be fine."

He waved and they parted ways.