Thursday morning dawned bright and early and Peter did not sleep a wink.

Of course, in all fairness, he hadn't tried. Arriving home at 4:00 AM meant the night was almost over anyway, and he'd devoted the remaining time before he needed to get ready for school to his homework.

He had officially ruined his sleep schedule. The effects of that would probably catch up with him later in the day, but right now, mere hours after having rested, he felt fine.

Peter's sleep schedule back in 2024 had been rocky at best, so much that calling it a schedule was pretty generous. He wasn't all that used to having to maintain a proper sleep schedule anymore; scraping by on freelance photography for the Bugle meant he had a lot of flexibility with his time, and Peter spent just about every spare hour out on the streets, the city's ever-present superhero.

School was forcing him to keep a proper schedule now. He wasn't sure how to feel about that.

After a shower and a clean set of clothes, Peter rooted through the drawers on his desk until he found a red pen. Aunt May's disappointment fresh on his mind, he pulled his school planner from his backpack, flipped it open to the current date, and wrote EGGS at the top, right next to the printed Thursday.

There. He eyed it for a second. That ought to be a sufficient reminder. He'd see it throughout the day, every time he opened his planner to write down homework assignments.

He'd just dropped the planner back into his backpack when there was a sudden electronic ringing from the direction of the bathroom. Peter's head snapped up. Following the sound, he quickly found the source: his cell phone, which had been left on the sink counter when he'd gone to shower.

It rang again, and Peter snatched it up mid-ring, looking down at the screen.

The caller's name read Dr. Curt Connors. Instantly, Peter thumbed the green icon to answer. The layout of the screen for receiving a call had stayed mostly the same even into the future, interestingly enough.

He lifted it to his ear. "Hello?"

"Peter," said Dr. Connors' voice on the other end, a little tinny in that way people always sounded over the phone. "I wasn't sure whether I'd catch you. I know you've got school this morning."

Peter grimaced, his too-young reflection in the bathroom mirror scrunching up his nose in tandem. "Yeah," he acknowledged. "I was just, uh – getting ready."

"Well, I don't mean to delay you, but I thought you'd want to know," said Dr. Connors. "Max showed up to work this morning."

He'd figured as much from the moment he saw who was calling, but something about hearing confirmation made it more… real. Rather than some background notion, it very quickly became a thing he could actually do something about – and just like that, check in on Max sprang right to the top of his list of priorities.

For lack of anything to do with his other hand, Peter drummed his fingertips upon the edge of the sink. Worrying at his lower lip with his teeth, he said, "Yeah? A-and – he's okay? Like he's – he's fine?"

"I only saw him in passing," Dr. Connors informed him, both putting an end to Peter's questions but yet raising more – ones he'd have to wait to get answers to. "I didn't have a chance to talk with him."

"Oh." He wasn't going to get anything more than that until school let out. Dr. Connors, after all, did not, as far as Peter knew, work directly with Max – they worked in the same building, but in different areas. "Okay."

There was no reason to worry. Max was very likely in the same situation as Peter, chucked back in time to his younger body to align with Dr. Connors' return to their universe in 2012. And even if that wasn't the case… he'd been cured in the other universe, too.

Of course Max was fine. He'd know if he wasn't – there would've been, like, a blackout or something.

As if echoing these very thoughts, Dr. Connors said, "I don't think you have anything to worry about, Peter." Then reassuringly, he added, "If you'd like to see him, he should still be here after you're finished with school."

"Yeah." Peter let out a breath and pushed his curiosity, his concern back – for at least seven to eight hours or so. He ran his free hand over his forehead, pulling his fingers back and through his hair, down to the nape of his neck. "...Yeah, okay. I'll… I'll talk to him."

"Actually, if you're going to be at Oscorp, I was wondering if you'd be willing to come down to the lab today," Dr. Connors said, his words accompanied by a small static noise, like he'd shifted his grip on his phone and it'd unintentionally caught the sound of his breath. "I could use your assistance in clearing out the, ah…" A slight pause; a little delicately, he finished, "the underground area."

"Uh." Peter blinked. His first thought was of the Roosevelt line, fresh in his memory from the night before. But Dr. Connors didn't know about that. He was talking about the sewers. "Yeah, okay."

"You can speak with Max first, of course," Dr. Connors assured him. "Meet me at the lab afterwards and we'll head down together. Alright?"

"Sure. Yeah." Then, a beat later as a sort of afterthought, "Oh, and thanks – thanks for, um. For letting me know."

"Of course," said Dr. Connors, voice gentle. "I'll see you at Oscorp."


With something to anticipate after school hours, the time seemed to pass at a snail's pace. Peter sat through class after class, waiting for the hours to tick by.

He avoided talking to people as much as possible. Luckily, it wasn't all that difficult since most of the other students tended to ignore him anyway. Peter had always kept to himself and thus had no social butterfly status quo to uphold – which was a good thing, since he didn't remember a lot of people's names or anything else about them.

Aside from Gwen, people didn't typically go out of their way to seek him out, though there was an exception in the girl from the day before who'd wanted to reschedule her photoshoot. She found him again after the first class, seeking confirmation for Monday.

It was a good thing she approached him, because Peter had no idea where to find her.

The thing was, though, Peter had in fact remembered to look at his calendar that morning – and he'd found Monday blank. But unfortunately that didn't mean anything, because Friday, the date it was originally planned for, had also been blank. Peter Parker of the past had evidently made the decision to keep track of stuff like this with the good ol' memory bank… which, of course, was not particularly reliable at the moment.

There was no way of knowing if he had anything else already planned. So, resigned, he gave up.

"Uh, sure," was what he wound up telling her. "Yeah, that's… that's fine."

If he sounded at all defeated, she didn't seem to notice. It wouldn't have made sense to her anyway.

In a stroke of luck, before she left she gave him the time and location without him having to ask, flashing a polite smile as she said, "After school, by the library, yeah?" and Peter nodded like this was totally, definitely something he knew about already and wasn't learning of only now.

As she walked away, he considered her vaguely familiar face, and ultimately decided that he was just going to have to avoid referring to her by name. Or maybe it'd come up somehow – he'd catch it written at the top of an assignment or her boyfriend would casually call out to her on Monday, and Peter would snatch up that piece of information like the world's most confused and desperate improv comedian.

And while maybe past-Peter didn't bother to write this sort of thing down anywhere in his schedule, he opened up his school planner at the start of his second class and made a note of it just for good measure.

Squished into the margins at the edge of the page, it stood out in much the same way that EGGS in bright red ink did. Snippets of information picked up from other people, stitched into his life to patch up the holes… perhaps with more of them, he'd eventually have enough to fabricate his entire life, or something that resembled it.

A patchwork quilt life.

Peter frowned. He shut his planner with a sharp clap of pages.


As soon as school let out, Peter headed directly for Oscorp Tower just as he had on Tuesday. He wasn't accompanied by Gwen this time around; apparently she didn't have internship work on Thursdays – something he was silently grateful for, as it meant one less flimsy excuse he'd need to give her.

Checking in on Max, however, was not as simple as going to see Dr. Connors. Peter had no clue where Max worked, so it was necessary to stop at the front desk before anything else.

The receptionist at Oscorp was a very polished-looking woman with her hair pulled up and slicked back more smoothly than Peter's hair had ever been in his entire life. She had sharp eyes and spoke in a placid tone, and something about those two things combined made Peter feel a little like she was judging him when he asked after Max Dillon and received nothing but a blank look in return.

"I'm sorry?" she said, polite and professional, like she thought she'd heard him wrong.

"Max Dillon…?" he repeated, slower this time, a little doubtful now; her reaction almost had him questioning whether that was his name at all.

Her gaze lingered on him for a moment and Peter fought the urge to squirm. Turning to the computer monitor on her desk, she said, "One moment, please," and typed something in. Peter didn't watch her closely enough to tell what, but it was pretty clear she was looking up Max in an employee directory or something, because a moment later, her eyes on the screen, she read off, "Maxwell Dillon, the electrical engineer?"

That sounded about right. "I think so?"

She frowned at him, eyes narrowing. "Mr. Dillon works in a restricted area, off-limits to civilians," she informed him. "Is this an emergency?"

"Uh… nnnooo…?" he said, and then rethought his answer. Persuasion was probably an important factor here. "I mean, it's – it's not, but it's… kinda important?"

The receptionist stared at him just long enough that he could feel her skepticism, but despite the fact that she was clearly wondering why he was seeking out Max of all people – as opposed to someone like Dr. Connors, who ran an internship program – she didn't bother to pry. Instead, seemingly taking pity on him, she said, finally, "I can give him a call. Name?"

He was so relieved that she'd actually offered to call Max that he didn't fully register her question. "Huh?"

"Do you have a name I can give him?" she clarified.

"Oh – um." He faltered, just a little; it suddenly struck him that Max knew him now. Knew his name, his face. Somehow, his identity hadn't seemed to matter much when he was in another universe, when there was another him with a different face whose name was known by the world. What did a secret identity matter at that point?

But Max knew him and he'd have to live with that now. Max had never known him the first time around; he'd known Spider-Man. But that… was different.

Before the receptionist could start to think he was some kind of moron who didn't know his own name, he said, a little haltingly, "Peter… Parker."

That was good enough. Plucking a receiver beside her from its cradle, she punched in a series of numbers. Peter stood there waiting, leaning against the desk as she said, "Mr. Dillon? This is the main lobby; someone by the name of Peter Parker is requesting to see you."

There was a beat of silence where presumably Max responded. "Alright. I'll let him know," she said, and hung up. Then to Peter, with a meaningful nod to a row of uncomfortable-looking benches over his shoulder, "You can take a seat over there. Mr. Dillon should be down soon."

…And it was that easy, huh? Compared to his frantic search for Dr. Connors and the subsequent standoff between him and Dr. Ratha, this seemed pretty anticlimactic.

"Thanks," Peter told her, and made his way over to one of the benches. They were very hard and angular, clearly meant to match the sleek design of the place rather than to provide any sort of comfort.

With little else to do, he stared out at the lobby. It looked like a vastly different place than what he remembered. Oscorp had painted the walls a different color at some point in the future. Retiled the floors, too. And over the years they'd slowly filled the place with numerous techy displays, like a giant corporation's equivalent of someone showcasing trophies in their home. It seemed conspicuously empty now in comparison.

He was there for several minutes and was slouched against the wall, squinting and trying to superimpose the Oscorp of the future over the one in front of him with his mind, when Max Dillon walked briskly into view.

And it was… Max, Max. The Max that Peter remembered from before. The Max he'd only briefly met before he'd fallen into that vat of eels, before he'd become Electro, before the other universe had inexplicably changed him. Just normal, unassuming Max.

There were details about his appearance that Peter had forgotten, like the fact that he wore glasses. Peter recognized him primarily from the picture that'd belatedly surfaced in the news after the incident at the power plant. Of course, that was unsurprising, considering he'd known him so little beforehand.

Max stopped a little ways back, looking him up and down, and Peter got the distinct feeling that he was being scrutinized in much the same way he'd been scrutinizing Max.

"Damn," Max said, finally. "You're even more of a kid than the last time I saw you."

Peter shifted, a little self-conscious, before pushing himself to his feet. Max's hairline was worse now, he noticed. Peter really wanted to know how the hell going to another universe had given him a better hairline, but it'd be super rude to open up a conversation with why do you have a bald spot now? so Peter simply gave him a half-smile of acknowledgement and said, a little awkwardly, "Uh, s'good to see you, man."

"I was wondering if I'd see you around," Max said. Though the words were casual enough, he seemed almost… intensely fixated on Peter's presence. Max cast a furtive look at the steady stream of passerby around them. "You know what? We can talk in the cafeteria. I was just gonna take my lunch break."

The lobby was definitely far from the most private place to hold a discussion. Especially one pertaining to time travel or other universes. Peter nodded, acquiescing, pressing his lips together into a flat line. "Yeah… yeah, okay."

The weirdness of talking to Max without the mantle of Spider-Man was starting to settle over him. He felt almost naked without the mask. Max had never known Peter Parker.

Unaware of Peter's discomfort, Max led the way towards the elevators. "So," he said. "You came to visit me?"

He sounded heartened by that for some reason Peter couldn't quite parse. Peter shoved his hands into the pockets of his jacket. "Well, yeah, I… I wanted to make sure you were okay. You know?" he said, shrugging – all faux-casual, not like he'd been needlessly worried or anything. "I didn't know if you… I mean – 'cause you didn't show up before."

Max frowned at him. "Show up? Like at Oscorp?"

"Yeah."

They stepped into the (blessedly empty) elevator and Max pushed the button for the fourth floor. He chuckled a little, but there was no mirth to it. If anything, he just sounded kind of worn. "Oh, well – that's because… my mom. She slipped, fell, hit her head real hard." With one hand, he traced a line from his temple up to the top of his forehead. "Head wound, so a lot of blood. I had to take her to the ER."

Oh, God, Peter thought, numbly horrified, though Max said, "It's fine, though. She'll be okay. The same thing happened last time around, too."

He acted blasé about it, but it sort of sounded a little like he was trying to convince himself as he said it. Still, even if she was going to be fine, that wouldn't have been an easy thing to live through again.

"...You okay, man?" Peter asked, hesitant. "That's gotta be… that's gotta be rough."

A pause. Max shook his head, as though in disbelief. "Thought I was having some serious déjà vu before I saw the date," he admitted. He shot a significant look in Peter's direction just as the elevator chimed, the doors sliding open. "So. You gonna tell me why we're in 2012?"

"Uh." Peter winced. "Well, I-I… I dunno, it–" Pause. Restart. "The wizard guy, he did this, like, spell, right?"

"Yeah, I know about the wizard," Max cut in. Okay, good, so they were on the same page there. Peter didn't know how Max knew about the wizard, though. Hadn't he only shown up towards the very end? Maybe Peter One had mentioned him to Max sometime prior in that period of time where he'd apparently been working on cures.

Peter ran his tongue over his teeth. "Yeah. Yeah, so he sent everyone back. Here, I mean. To now. But I don't, I don't really… know why," he confessed, feeling sheepish. "I ca– uh. I can guess?"

Max eyed him for a second, just long enough that the elevator doors started to automatically shut and he reached out to catch it before it closed. As it slid back again at his touch, he stepped out onto the carpeted floor beyond.

"Yeah?" said Max as Peter followed him out. "What's your guess, then?"

They stood alone beside the elevators. Peter pressed one hand to his chin, fingers at his lips. "Okay. Okay. So… Dr. Connors is from 2012. And he's… he got – better. Early. Before things could get real bad. So that would change the future, right? Like, maybe… maybe the old future doesn't exist. Y'know, 'cause it'll be different." He paused to inhale and then concluded, a little lamely, "And so I-I guess the… magic spell just. Sent us here instead."

It wasn't really an explanation for why they were in 2012 so much as it was for why they weren't in the future. Still, it made sense in his head; after all, if that future didn't exist, they couldn't go there – that just seemed logical. Peter's theory kind of fell apart at the end, though; the more specific whys and hows were all just because of magic and that, of course, didn't really explain anything.

Max mulled this over for a moment, clearly not exactly happy with this answer, but then he just sighed. "So that's it?" he asked. "We're just stuck here now?"

He almost sounded disappointed by that, and it struck Peter then that Max, unlike Dr. Connors, while similarly a victim of very unique circumstances that resulted in him getting unnatural abilities, was never… crazy. The Lizard serum had warped Dr. Connors' mind and made him into someone he wasn't. Electro, on the other hand… had always, always been Max.

Peter knew that. Had always known that. But what occurred to him now was that Max was less grateful for the second chance he'd been given. Peter cherished the opportunity to fix things. But Max…

Max probably would've preferred to stay Electro. Would've wanted to keep all that power at his fingertips, uncaring of the destruction he wrought.

Peter eyed him a little warily but shrugged, aiming for nonchalant. "I mean, yeah. I guess."

Max seemed to deflate a little – resigned, probably. "Damn," he said finally, in the same tone someone might use to complain about pigeons or the weather. Hopefully that meant he was taking it okay. "Magic, huh?"

"...Yeah," Peter said, for lack of anything else to say. Because sometimes, apparently, a wizard from an alternate reality could just uproot your entire life and then replant it in the wrong time, and you just had to deal with it. For better or worse.

For better, Peter thought, because it was. Even if Max didn't think so.


Oscorp's fourth floor cafeteria was more akin to a fancy hotel buffet than a cafeteria, in Peter's opinion – but of course it was. It was bigger than he'd expected; there was a wide variety of different types of food, all elegantly displayed and organized. The countertops were polished black granite with glass dividers, and the entire place just exuded class and refinement in a way that Peter wasn't really used to. He just didn't go to places like this, especially not in recent years – his wallet would never forgive him.

As it was an odd hour for lunch, the cafeteria wasn't particularly busy, but even so, Peter still felt very distinctly out of place. Every other person in sight was obviously an Oscorp employee, and Peter kept his head down as he trailed behind Max. Nobody really seemed to care all that much, though.

Max, probably aiming for discretion, chose a table at the far edge of the cafeteria. Though he was polite enough to offer to grab something for Peter too (Oscorp employees ate for free, so it wouldn't be any sort of extra expense), Peter waved him off. With the lack of people around, it didn't take Max long to go and return with a tray of food.

Peter leaned forward so that he was practically laying his upper body upon the cool surface of the table. In hindsight, maybe he should've taken up Max on his offer to get him something; just staring at him while he ate was going to be really awkward. Peter wasn't all that hungry, though. He'd had… school lunch, which sucked in comparison to everything here, but it counted.

That was a while ago, though. Max was eating a rather late lunch.

Peter watched him from across the table. "So, uh," he began, "you've been – busy?"

Max gave him a look that was quick and largely indecipherable; Peter didn't know him well enough to glean anything from it. "Yeah," he said. "Yeah, I've been busy." A hint of something sour crept into his tone. "Been out for two days. I got a backlog. They let a lot of stuff pile up while I was gone."

"Oh." What did Max's job entail, anyway? He didn't really know. "That sucks, man."

"You know, they need me," Max muttered, which was a rather haughty-sounding statement on the surface, but he didn't sound like he was bragging just for the sake of bragging. The words were grumbled in a way that made it sound like he was half-talking to himself rather than Peter. "I designed the grid. Nobody knows how it works better than me. They couldn't manage it without me."

"The grid," Peter echoed blankly, not really understanding what he was talking about – then, as he said it aloud, it clicked. "The electrical grid? Like… to power the city?"

"Yeah." Max paused, thoughtful, breaking off his frustrated muttering. "It doesn't power the city yet, though. They're still working on that one – they won't flip the switch until 2014."

It was strange to think of New York not being powered by Oscorp's hydroelectric towers, honestly. It'd been that way for so long.

"You designed it?"

"I did." Max gave him a look. "I told you that."

Did he? Maybe he had. It sounded… vaguely familiar, the idea that Max had designed the power grid, but Peter didn't know. The last time Max could've told him anything, outside of their fight in the other universe, was a very long time ago.

"You forgot," Max said when Peter hesitated, and it wasn't an accusation per se… but there was undeniably an undertone of bitterness to it.

Peter leaned back in his seat and pressed the heels of his palms to his forehead, as if he could somehow squeeze the memory from his head like juice from a lemon. "I-I don't, it's… it was ten years ago," he said, a little helplessly. "I'm sorry."

It was Max's turn to be confused now. "Ten years ago?" he repeated, frowning. "What do you mean, ten years ago?"

Peter had already explained this once to Dr. Connors. Time for round two.

Pulling his hands down his face, he let out a long, drawn out breath. "Okay. So. You know when you… got taken to the other universe?" he began, biting at his lower lip. He continued in a strung-together, rambling sort of rush. "And Dr. Connors, he wasn't the Lizard anymore in – in 2014, but he was there, 'cause he came from – before. From 2012. Right? So everyone came from different points in time and I… for me it was…" He made an overhead throwing motion with one hand, trying to convey the sort of distance he was talking about. "In the future."

Max was eyeing him consideringly. "So you, what–" He paused briefly to add ten years onto their encounter. "You were in 2024 before all this?"

Peter nodded, folding his arms tight across his chest. "Mm-hmm."

Max seemed to dwell on that information for a moment, looking intrigued, similar to the way that Dr. Connors was when Peter had told him down in the sewers. Perhaps, Peter thought, the notion of the future held some inherent amount of fascination – ten years (or twelve, to Dr. Connors) wasn't exactly nothing. It sounded like a lot. It… was a lot.

"Huh," said Max. Then, with a thoughtful, considering look, "So how old're you right now, then? You still in school?"

Peter blinked at him, straightening in his seat. His backpack, which of course hadn't gone unnoticed, had become smashed against the back of the chair behind him, an uncomfortable cushion. "Um," he said. "Yeah. Seventeen."

Max took a second to absorb that. He had called Peter a kid back in the other universe when he'd been physically twenty-nine. Peter could make a rough guess at what his thoughts were now. He ducked his head, self-conscious.

"You know," Max said eventually, sounding contemplative, "I wasn't sure you were Peter Parker too, until they called me down there."

Wait. What? Peter looked up. He didn't? Honestly, Peter had kind of figured the whole secret identity thing had been shot once he'd arrived in a universe where the names Peter Parker and Spider-Man were synonymous – even if that Peter Parker didn't look like him. But Max didn't know? He could've maintained his secret identity after all? …Or, well, partially? Max still would've known his face, but…

…Oh, well. Whatever. Max could've easily made the connection anyway. No taking it back now.

"I mean, I guess it makes sense," Max continued on. The scrutiny was back. "You don't look anything like that other kid, though."

Peter slumped backwards into the seat until the back of his head knocked against the top of the wooden chair and shrugged. "Yeah. It's… I dunno. Different universe," he said. "Everything's different. I mean, like, you know, their Statue of Liberty had this big…" Peter formed a circle with his hands, thumb to thumb, pointer to pointer. "Disc… thing."

It was the most blatantly obvious example of a difference he could think of.

But seriously, the disc on the Statue of Liberty had bothered him ever since he'd laid eyes upon it. He hadn't had time to ask about it – there wasn't a lot of time to begin with – but that was so weird.

"It was a shield," Max said suddenly.

"Huh?"

"A shield," he repeated. Then, by way of explanation, "It was on the news. Belonged to some guy called Captain America." Like that was supposed to mean something.

Peter just blinked, entirely uncomprehending.

Max just shook his head, equally lacking in context. "I don't know, man."

Peter frowned. Captain America…? What was his first name, United States of? Or was that not his name and maybe he was, like, the captain of America, whatever that meant?

…No, that couldn't be it, right? That didn't make sense.

Peter straightened, blinking hard. With some effort, he attempted to refocus his wandering thoughts before they could venture too deep down that particular rabbit hole. "Hey," he piped up, trying to get back on track. He'd come to check in on Max, yes, but also– "Hey, can I… I wanna ask you something."

"Go ahead."

He'd had a specific question in mind for Max since he'd met with Dr. Connors on his first day back in 2012. "You know Dr. Connors, right?" he asked, and then added, "Did you know him – before?"

"I saw what happened to him in the news," Max said slowly, which was to be expected. "Didn't know him personally, though. I met him once; Oscorp's experimental power grid for the building was a joint collaboration with cross-species genetics."

Oh. Huh. That was… interesting. Something clicked into place in Peter's head: eels. No wonder there'd been genetically modified eels.

The fact that Max wasn't personally associated with Dr. Connors decreased the chances of him knowing what Peter was curious about, but it still didn't hurt to ask the question he'd been sitting on for the past two days. "Do you know his boss? Uh – Dr… Rajit Ratha?"

Max frowned. "No. Never met him before he died," he admitted, which was – wait.

"He died?"

Max paused to lean forward like he was telling a secret or sharing a conspiracy. For all Peter knew, it was exactly that. "Yeah. He showed up dead in the sewers. It was in the news." Voice low and serious, he added, "He was decapitated."

Peter felt his blood run cold. "Somebody killed him."

He hadn't known about that. Or… if he had at one time, he didn't remember now. Even if he'd come across it in the news, the name Rajit Ratha wouldn't have meant anything to him, and it was no surprise that he didn't remember it twelve years later.

Max shook his head. "No, not somebody," he said. "Connors did it. He confessed and everything; the Lizard bit his head clean off."

If possible, Peter's blood ran even colder. It all came together to form a rather gruesome final picture, and he did not at all like the thought of the kindly, mild-mannered scientist he knew biting someone's head off.

"Oh," he said, feeling more than a little disturbed. As unsettling as it was, however, it also completed the puzzle he'd been grappling with.

The reason that Dr. Ratha hadn't pursued Spider-Man before was because he'd died. And since his death had been averted this time around, that meant that his investigation into Spider-Man wasn't an issue that'd go away on its own.

He'd have to figure out something to do about that, then.

"Why'd you wanna know?" Max asked him, curious.

For a second, Peter debated whether or not to tell him the truth behind his investigation. But… it wasn't like there was any real reason to keep it a secret – it was just weird, being able to talk to anyone about this kind of thing. Peter hadn't talked to anyone about Spider-Man related stuff since Gwen had died ten years ago.

He fidgeted in place a little, knitting his fingers together in his lap. "Dr. Ratha's, um. He's looking for Spider-Man."

Peter didn't know what he'd expected, but the sudden spark of intensity that flashed in Max's eyes was not it. Something in his expression closed up, shut down. His curiosity from just moments ago was gone and his voice was firm when he warned, "Don't let them get you."

Well… of course. Peter shrugged, a little unnerved by Max's abrupt shift in attitude and trying to play it cool. "Yeah, I know."

"No, no, I'm serious," Max insisted, almost stern – something had changed in his posture. It made him look wary, almost guarded. "You don't want Oscorp getting their hands on you."

"You…" Peter began, and then stopped, searching his face. Paused, licked his lips. There was weight behind Max's words that he didn't understand. He was missing some sort of context here. "What… what do you mean?"

Max's gaze shifted over Peter's shoulder, like he was checking to make sure nobody was listening in. Considering their placement at the far end of the cafeteria and the overall emptiness, this wasn't much of a problem, but Max still appeared cagey. It was making Peter feel cagey too.

Max leaned forward on the table. There was visible tension in the line of his shoulders. "They've got a place, you know," he said, voice low. "To lock people up, run experiments on them. You don't wanna end up there."

Max didn't have to outright say it for Peter to put two and two together. He swallowed hard. "...That happened to you," he realized. He'd never known. He hadn't even been aware that such a place existed – but sadly, he couldn't say he was all that surprised. "When…?"

Pulling back so he was less hunched over the table, Max let out a huff. "They got me after Times Square. But I got out." His gaze flicked up and met Peter's. "Osborn's kid, he broke me out."

Wait. He… who? Peter felt his eyes grow wide. "Harry?"

Max had said it so easily, it was clear that he didn't understand the impact of the massive bombshell he'd just dropped. But Peter's familiarity must've been easily apparent because he said, "You know him?"

Peter blinked several times, still feeling somewhat thrown by this information. "...Yeah," he said, finally. "We're… we knew each other. When we were little."

This was starting to feel a lot like looking behind some little-used object in his room and finding giant dust bunnies or something. Or, okay, maybe that wasn't the best analogy… but he hadn't known about any of this. It was like Max had pulled back a veil, giving him precious insight into what had happened with Harry prior to his abrupt shift into murderous insanity.

"Was he, uh…" Peter grimaced. There wasn't really a nice way to put it. "Was he… sane?"

This, apparently, was a weird question to ask, if the look on Max's face was anything to go by, which probably meant the answer was yes. "What?"

"He went – crazy, before," Peter told him, and then, realizing he had an easy point of comparison, added, "Like, uh, you know. Norman Osborn in the – other universe."

Max's eyebrows lifted, surprised. "What, he got the whole split personality thing too?"

"What?" Peter frowned, faltering a little. That didn't sound right. "No, he, uh… well, I dunno…" Peter Two's Norman Osborn had a split personality? He shook his head, pressing his lips into a thin line. "He's just – sick. Like him."

Max paused and seemed to consider all this for a moment. "...I don't think he was crazy," he settled on eventually. "He was upset. Oscorp kicked him out."

Another piece of the puzzle regarding Harry Osborn snapped into place. "They kicked him out?" Peter was definitely going to have to get around to mapping all this stuff out. It'd be easier to keep track of everything if he could actually see it – the intricate details of cause and effect and all that. "Why?"

Max just shook his head. "I don't know." Then, slanting a significant look in Peter's direction, he added, "He said was going after Spider-Man too."

Peter looked away; the smooth, polished surface of the table reflected the overhead lights in big, white strips. Peter traced one of them across the table. "I know. It's complicated. I…" He sighed, pressing one hand to his forehead. "He's sick," he repeated. "I'm – I'm gonna cure him."

He was determined. He had a head start of more than a year. Surely that had to mean something.

It was just… a work in progress. A very long, mostly-fruitless, kind of uncertain work in progress.

…A work in progress that he really needed to get going for, actually, if he wanted to have time for it today. He still had to meet Dr. Connors, too.

Peter sat up, reaching behind him blindly for the straps of his backpack. "Hey, um, listen… I've gotta – I've gotta go," he announced, a little abruptly, into the lull of silence that had followed his earlier proclamation. "I told Dr. Connors I'd help him with stuff, and – and… I've got, you know, homework…"

Somewhat guiltily, Peter noted that Max hadn't made much progress on his lunch. Peter had been distracting him this whole time.

He pushed his chair back. It let out a startlingly loud screech on the tiles that made him wince. "But, um – thanks. You really… you've really helped me figure some stuff out. You know? I, uh – I appreciate it."

Max blinked up at him, something oddly hopeful in his face that seemed out of place. "I helped you?" he asked, and there was a weight behind that question that Peter didn't really understand.

There was no reason to be nothing but honest. "Yeah. Yeah, you did." Seriously. He was itching to write this all down somewhere. "It's – good. It's good to know."

Max nodded to himself; he looked genuinely pleased. Max always had been nice, before. Maybe he'd be able to stay that way, this time.

Silence lingered for a beat before Max looked up again; his gaze burned into him to the point that it was discomforting. "So we're friends," he said. "Aren't we?"

There was a gleam in his eyes that fell within the range of hero worship, or at least something not too far from it. Peter was far from unfamiliar with hero worship. Spider-Man, after all, was on the receiving end of hero worship all the time. There was something off about it, though. Something fragile. For some reason, he got the sense that he was walking on eggshells.

"...Yeah," Peter said, and shot him a tentative grin. "We're – friends."

And then they both just… looked at each other. It didn't take long for it to quickly grow awkward, and Peter turned away with a vaguely uncomfortable nod, intending to leave. He took a couple of steps before pivoting sharply on his heel with a squeak of his sneakers on the floor and marching right back.

Before he could second-guess himself, Peter snagged a napkin from the holder at the side of the table and, plucking a pencil from the depths of his backpack, scribbled down his cell phone number. He accidentally tore through the napkin on the last number, but it remained legible.

"Here." He nudged it across the table. "Just so, uh… you know. I'll – see you around. Alright?"

Friends. Yeah.

He could do friends.


Author's Note:

It's surprisingly difficult to try and find a balance between TASM2 and NWH for Max. He's very different in both movies despite the fact that, for him, NWH is a direct continuation of TASM2. I tried to give him some of his newfound NWH confidence here, but not completely erase all that complex emotional baggage he has from TASM2. Hopefully that comes across!

Anyway, here's a couple of extra notes for this chapter because some of the information that gets revealed here is kind of obscure:

- Max knowing about the Statue of Liberty/Cap's shield thing is based on the fact that when he switches on the TV in Happy's apartment in NWH, the news is reporting on specifically that
- Dr. Ratha being decapitated by the lizard comes from a combination of two things: the deleted TASM scene where this happens and the official Daily Bugle Tumblr account article that reports on his body being found sometime later
- "Why didn't Max know his Spider-Man was Peter Parker? Dr. Strange's spell brought people who knew!" Bro, I don't know, but Max certainly didn't know that in TASM2... and even in NWH, he only ever refers to Andrew Garfield's Spidey as "Spider-Man" while Tom Holland's Spidey gets called "Peter" (◞‸◟;) He didn't know. Why was he there? IDK, man. Maybe Dr. Strange's spell just wanted to include him for funsies