(A/N: I do not own Spiderman. That right belongs to Sony).

Peter Benjamin Parker looked out of the balcony of Felicia's penthouse apartment towards the streets of New York City. It was called the 'City that Never Sleeps' for a reason. Even at four in the morning, there were loud honks from traffic down below as well as numerous chatters from people walking in the streets and lights from numerous billboards beaming into the sky from Times Square off in the distance.

The rest of the night for Peter and the girls didn't last for too much longer after leaving the hospital. It was around one-thirty in the morning after all when they had arrived at the penthouse. They just played one game of Monopoly that Felicia stored under one of her couches, talked for a short while about how Peter felt and then went off to bed. While It was increasingly hard for him to speak about it but despite his overwhelming emotions, Peter had somehow managed to speak about how he felt and still managed to not to let out a single tear which seemed to worry both Liz and Felicia most of all by the looks on their faces as he could tell they saw this as him trying to bottle his feelings up rather than let them out. Even with all the kind and reassuring words they recanted from the hospital, he could tell they knew that he was pulling back. Peter was thankful they didn't really press him on this though. Why, he didn't really know. Maybe they just didn't have the heart to do so given the present circumstances or maybe it was because they didn't quite know how to word it. However, it didn't matter. The point was he managed to get out of shedding waterworks to them.

Eventually after maybe an hour of showing up at the apartment, all three of them went to sleep on Felicia's king-size feather bed with Peter flanked on both ends by both of his girlfriends. In another time, this would have been a dream come true for any boy his age. However, he couldn't bring himself to enjoy it. Not now after everything that had happened….

Peter hadn't managed to get much sleep. Who would've been able to, honestly with their mind working overtime like his was now? After about maybe an hour to an hour and a half of sleep and another half-hour just lying in bed and staring at the ceiling, the young man had managed to sneak out of bed without either of the girls stirring awake from their deep sleep. No doubt they had been passed out from exhaustion over the fight they had earlier that night with Harry. He was honestly grateful for the need for sleep overtaking their bodies. He needed time to be alone, despite everyone's objections to the contrary. Despite the fact that both Venom and the Green Goblin were both gone, quite possibly for good this time, he still felt a heavy hole in his heart.

Peter still couldn't believe she was gone. Despite her advanced age and her health problems that progressed throughout the years, she was so…lively for a lack of a better phrase. While there had been a few scares over the past year or so, he honestly never thought about the actual possibility of her dying and yet the fact was staring him right in the face.

He had failed them both, Peter thought. He had failed his Uncle Ben and now he failed his Aunt May. They were both dead because of him and there was nothing that would change that fact despite whatever someone might try to tell him. His uncle died because he selfishly cared more about money and his own pride than stopping a crime going on right in front of him and now his aunt is dead because he naively thought that both Harry and Eddie were capable of undergoing such a change in attitude at the drop of a hat without even once thinking about the possible consequences of trusting them both so easily. If he hadn't been so selfish…or so foolish…he would be at home right now in his own bed in his own messy room with both Ben and May tucked safely asleep in their beds instead of….

The young man just shook his head and buried his face in his hands, though he was still refusing to cry. He didn't know why he refused to break down if he was being honest. Maybe it was because he felt that since he was the only person in his family left, he had to be strong for them, for everyone that had passed. His parents, Uncle Ben…and now Aunt May. He resorted to simply breathing heavily in and out, trying very hard to maintain his composure…but it was hard…very, very hard.

After getting a good enough look at the city, Peter went back inside the penthouse. He made his way inside the kitchen, looking to get himself a glass of water, feeling a bit heated right now despite the chilly New York air that hit him out on the balcony. He got out a glass from the kitchen cabinets where Felicia kept her glasses and plastic cups and began to fill the glass with water from the fridge's water dispenser.

As the water began to fill Peter's glass, he couldn't help but wander his eyes at the fridge Felicia had. Top of the line French door fridge with an icemaker to boot as he expected from someone of her wealthy upbringings. He didn't really react to it much…that is until he started looking at the pictures Felicia had decorated onto the fridge.

The moment that he saw pictures of Felicia as a child, Peter froze. Not because she was cute as a child (Which she had been) but really because of the people she was with. He could see a picture of Felicia along with her mother and father (Peter seethed slightly at the sight of her father) at some restaurant together.

The teenage brunette of course remembered Felicia talking about her parents. Lydia Hardy, the successful businesswoman and politician while Walter Hardy was the cat burglar that played the loving parent that taught his daughter everything he knew. He guessed this must have been before Lydia had 'found her calling', so to speak and began to put her career over them. The young man couldn't help but feel a twinge of sympathy for the older woman that could have chosen any man in the world to be with but settled with him, a seventeen year old geek instead. To never really know your parents was one thing…but to know them and have them set you aside for their own aspirations was another. He couldn't imagine what that must have been like as Ben and May always somehow managed to put him first above all else going on in their lives.

Peter's eyes gazed throughout the photos on the fridge. There were pictures of them in the park, playing together in their backyard in what looked to be a suburban neighborhood (Not too much unlike the house he grew up in), them on vacation in tropical areas or through national parks. There were pictures of all that and then some.

Peter stood frozen for so long looking at these pictures, he barely felt the water overflowing from his glass. Once he noticed though, he quickly retracted the glass from the water dispenser lever. He placed the glass on the counter by the fridge and wiped away the water from his hand. However, with all that was going on through his head right now, water getting onto his arms along with spilling on the floor seemed to be the last thing on his mind right now.

A swarm of emotions were beginning to overwhelm Peter as his mind turned back towards the pictures on Felicia's fridge. It only reminded him of the pictures that he had at home. Pictures of him and his parents while he had been a baby as well as the pictures he had taken with his aunt and uncle growing up, including one when he still dressed like a poindexter as well as the one he had given his aunt for Christmas the previous year. The reminder of that caused his stomach to churn even more than it had been. The realization that he wouldn't get to spend anymore Christmases with his aunt weren't helpful in deterring the devastating emotions that were flowing in him.

After what seemed to be ten or so minutes of just standing there not doing anything, he finally picked up the glass of water that he had prepared for himself. For the longest time, he just stood there with a completely filled glass of water in his hand, waiting to be drunk, his mind working overtime. He honestly didn't really know if he could go through with this, what his girlfriends wanted him to do. He didn't really feel like he could stay here and try to 'work through his feelings' like both of the women in the other room wanted him to do and he sure as hell knew that they weren't intent on letting him be by himself anytime soon. While he liked to think he was a strong person, mentally not just physically, he couldn't but feel that he didn't have the strength necessary for this. Almost everything he saw now made him think not just of his aunt but everyone he had ever lost in his life, especially the ones that were gone because of him.

This was probably the lowest he ever felt in his entire life, even worse than the summer when he nearly drank himself to death or even the night that he lost Uncle Ben or when both his aunt and uncle told him that his parents were never coming home and that he was going to be living with the both of them from now on. As every moment passed, he couldn't help but notice that not only his breathing got heavier but also his face as it began to fall more and more until there was nothing but pure anguish written all over it. Even the glass in his hand started to take its toll on his arm as he just continued to hold it for several minutes without even making an attempt to drink. A glass, for god's sake and this was someone who hoisted up an entire piece of machinery that may have very well weighed the same as the entire head of the Statue of Liberty off of him when Gwen had been kidnapped by Doc Ock. This wasn't happening….this couldn't be happening, Peter thought, his mind ready to explode.

No…No, Peter thought, shaking his head furiously as he felt himself starting to lose his mind. He couldn't allow himself to do this. He couldn't shut down like this. He needed to remain strong, not just for him but for his family as well that couldn't be here. While he wanted to take a bit more time to decide and didn't really want to disappoint either of the girls that he knew were counting on him to not isolate himself, he couldn't stay here. He just couldn't. The more he did, the more he would lose himself and that was something he just couldn't allow.

Peter appreciated everything his girlfriends were trying to do for him but this wasn't going to work. He needed to work this out by himself like he did most of the things in his life. With a nod to himself that this was for sure what he wanted (no, needed) to do, he gulped down his entire glass of water in one sitting, allowing the water to just run down his throat without taking a pause for a breath even once. After he was finished, he placed it down on the counter and looked desperately for a piece of pen and paper. If he was going to leave unannounced, he felt they should at the very least have an explanation why. They deserved that at the very least for all that they were trying to do and had done for him these last few months.

Eventually, he found what he had been looking for in a nearby drawer and quickly left a note explaining that he needed to work through his feelings alone right now and that he would give them a call soon, hopefully tomorrow night when his mind was more clear than it was right now.

After the note was written, he placed it down on the dining room table where he had no doubt that both girls would find it. He knew they would want to kill him for this or possibly even worse but honestly, he couldn't really focus on that right now. He needed to do this. For himself…and so that he doesn't drag everyone else down with him when all they had done was just try to help.

Without another word, he grabbed his bag that he had managed to grab while on the taxi ride over here (The cab driver was confused why they had wanted to stop by some abandoned alley but he thankfully didn't question it), still filled with his Spiderman suit as well as his web shooters which by the weight of them had just enough to get him where he intended to go. This man had told him that if he ever needed help, no matter what the situation was, to come to his home. He didn't know why this man trusted him so much to leave him with his home address of all things…but now that he had this offer, he was not going to waste it, especially when it could be just what he needed to get away for just a little while to get his mind straight...

Peter walked out onto the Penthouse balcony, making sure to very carefully close the door behind him to not stir any noise that could wake up both of the women resting in the master bedroom. With one last sigh and just before he could try to talk himself out of this, he quickly got himself into his Spiderman costume, flung his bag over his shoulders and swung out into the city, towards his set destination.

*Undisclosed location in Manhattan*

Peter wasn't exactly comfortable with what he was doing here. Not only did he feel like he was being incredibly dishonest with his girlfriends here but he also didn't exactly feel too well about this neighborhood. Not because he was particularly scared of it, it just didn't really feel all that safe to him. It just seemed to be one of the poor and gritty areas of the city. He also just knew that if it were any other night but this night, it would be filled with a lot of police officers.

The teenage brunette wasn't really feeling this way because he was a snob, not by any means and he honestly liked to believe he was the farthest thing from it considering his upbringing. He guessed his reason for not liking it that much was a sort of personal attachment to his childhood home more than anything as it seemed like a polar opposite to what he had been used to. It would explain then why he felt much safer living in Forest Hills in Queens rather than in Midtown Manhattan, even if he did go to school there.

However, Peter really didn't have time to think too much about that as he landed his two feet in some nearby, abandoned alley where he was completely sure nobody would notice him. As quickly as he could, he took off his Spiderman costume and placed it in his bag before entering the apartment complex where the man in question that he trusted was residing. He walked up the stairs to the apartment number and knocked on the door, hesitating for a bit before doing so as he felt incredibly silly and rude doing this especially so early in the morning when he was no doubt sleeping.

Peter waited for about a minute or two before the door opened. To his actual surprise, the man who had trusted him with his home address actually answered the door. He would've thought he had some assistant doing that kind of thing for him under the circumstances he was in.

"Hello, Peter'' The man said, dressed in a white t-shirt and sweatpants. Surprisingly, he didn't really seem too annoyed with being woken up at about almost five in the morning.

"How could you-" Peter asked with a raised eyebrow, confused. However, before he could finish his question, the man cut him off.

"I have my ways. What can I do for you?" The man simply asked with a raised eyebrow.

At this, Peter didn't really know how to ask this. It sounded like a simple request…but it was also a massively inconvenient one to the man who resided in this apartment as well as awkward as well since they didn't know each other too well. There was also the guilt he had in doing this as he felt he was betraying the people he trusted most in doing this.

"Um…well…you see…something…something happened tonight. Something beyond what you might have heard on the news. It's…It's really causing some mental issues with me tonight and I really…I really just need to get away right now, away from…familiar surroundings, so to speak. I…I realize this is a major inconvenience to you and believe me, if I had any other options, I would go someplace else, anywhere else instead of here disturbing you…but…would it be alright if I stayed here for a little while…for just a night or two? Two at most, I promise" Peter explained, wincing as he managed to get this out. Even in his head, this rationalization sounded pathetic and selfish considering what and who he was leaving behind in doing this.

Surprisingly, the man's face remained stoic as Peter explained this with only his head nodding every once in a while as Peter spoke while the rest of his face remained in place. After a short while, the man's face just gave a nod.

"Sure thing. Come on inside" The man simply said, stepping aside and allowing Peter to come in which surprised him even more as he just agreed to this without any question.

After he allowed himself a few moments to get over the shock of him just agreeing to his request just like that, he did as instructed as he entered the apartment. As he looked around, he had to admit, the apartment was nicer than he thought. It actually looked larger than most New York apartments. It wasn't exactly at the level of the Osborn family penthouse in terms of size or luxury but it wasn't a bad fit for a bachelor like he assumed the man was. If he had to guess, this probably had to have been one of the most lucrative apartments in this area, if not the most lucrative apartment. However…there was one thing that caught Peter's eye from the living room area…something particularly eye-catching out of the windows that he noticed had no shades.

Without even speaking about this 'eye-catching' thing, the man answered Peter's unanswered question about it.

"A developer's oversight. It is a bit of an inconvenience for most people. I, however, don't really take any discomfort with it. If it bothers you, which I would completely understand if it does, you're more than welcome to take my bed. I spend quite a few nights on the couch when I'm too tired to physically go to my bed" The man said, explaining the option to Peter.

Upon hearing this, Peter was in a practical uproar of protest.

"Absolutely not! I'll stay on the couch, you go to your bed. I'm really just grateful for you letting me stay here more than anything" Peter said, shaking his head in a vigorous manner, almost as if he were offended by the very idea of taking this man's bed.

The man just shrugged, nonchalantly. "If you insist. I have to be in at work in a few hours but feel free to make yourself at home"

Peter again nodded and thanked the man for his hospitality to which the man said to think nothing about. However, just as he turned towards the direction of what appeared to be his bedroom, the man stopped for a moment which made Peter freeze as he noticed just as he seemed to be getting settled onto his couch, the very peculiar 'inconvenience' as previously described already getting on his nerves.

The man just turned his head around towards Peter with a much more hardened expression on his face than the previous stoic face which unnerved Peter just a little bit more. He hadn't done anything to offend him, had he? If he had, it certainly wasn't on purpose. Before he could offer any sort of apology, however, the man began to speak.

"Listen, Peter…I don't know the full details of what went on with you tonight…and you don't need to tell me if you don't want to…but just let this be known: Whatever it is you're looking for, you're not going to find it hiding out from the people that care about you, especially not here and especially not with me. I don't have much to offer the same way the people that love and care for you do" The man said before turning around and again walked towards his bedroom and continued to walk until he was in the main bedroom, closing the door behind him.

Yet again, Peter was left alone with his thoughts and right now, none of them felt good. He felt the anger within him swell up inside him at the man's words. What the hell did he know about what he needed?! He wasn't his guardian! He wasn't his father! Come to think of it, he wasn't even his uncle...

Peter shook his head, again getting these thoughts out of his mind before they caused him serious mental damage. He had to be strong, he reminded himself. He needed to stay strong…for them…for everyone.

After a deep breath and allowing his mind to clear, Peter just laid down on the couch, determined to get at least a little sleep tonight. He honestly didn't really know what he would do tomorrow. A walk in the park, breath in the Central Park air? Maybe head by the Silver Spoon and drown his agony that he held deep inside with ice cream? Or maybe sit in this apartment in this questionable neighborhood? None of these choices really made him feel giddy. However, he would do everything in his power to clear these thoughts from his mind one way or another…even if it hurt to do so.

When Peter finally managed to go to sleep, there was sunlight starting to come in from the window and it managed to hit right at his face. However, the increasing light in his face didn't once stir him as he laid there, motionless, and not quite yet ready to admit that he was not ready for the upcoming day before him.