ACT 1

"ORIGINS"

Chapter 1

Kindling

Cigarette smoke trailed behind the young woman as she strolled down the streets of New York. She kept her hood up and her hands in her pockets, avoiding most passerby as she went.

The sun had only just climbed into the sky after a morning of strangeness and chaos. Seemingly out of nowhere, the local police were called to a single location. Fisk Tower, the home of businessmen and suspected crime lord Wilson Fisk. Though, perhaps suspected was too small a term.

She knew with certainty who he really was—The Kingpin—having worked for him before on small jobs. The police likely were trying to arrest him again. Whether or not that sticks would be a roll of the weighted dice.

It was strange not to hear more sirens out and about, though. It made someone with dirty hands feel clean again.

Her stomach rumbled. She hadn't eaten yet, mostly because she could not afford it. The money from her last job went to paying off debts to less than agreeable men. Maybe she could beg on the streets like everyone else.

No. She liked more timely results.

There was a man walking in front of her. He was small, thin, dainty; an easy target. With how crowded and busy the sidewalk was, no one would notice if one or two bodies just wandered off.

Pulling her face mask over her nose, she grabbed him by the arm and dragged him quietly into the nearest alleyway.

The man's body slammed against the brick wall of the alley as the young woman held him up by his shirt. He held up his hands in fear, hoping she would come to her senses and leave him alone.

"Everything in your pockets!" She demanded.

"You can't be serious!"

"I'm not going to ask again!" She shouted at him, "Pockets! Now!"

"I don't have anything!"

"Bull! Stop trying to squirm out of this!"

In truth, the woman had no weapons on her, not even a bat. She relied solely on intimidation to get what she wanted. Hopefully, her desperation would outdo the man's survival instincts.

Something malleable hit her from behind as she was pulled off the innocent man and landed hard on her back.

"Thank you!" The man shouted as he ran away from the scene.

"What do we have here?" another voice said.

A man dressed in red and blue landed triumphantly in front of her, striking his iconic pose. A spider logo was propped on his chest to compliment his white bug shaped eyes. It did not take much to recognize the city's friendly neighborhood superhero; Spider-Man.

"So, how about we make this easy?" Spider-Man suggested, "It's way too early for this, anyway."

She knew as well as anyone what happened when someone went up against Spider-Man. Unless they had their own superpowers or tech, no one would ever stand a chance. What would some girl from Harlem be able to do about it?

Slumping down against the nearest wall, she held out her hands in surrender, "Just get it over with."

Spider-Man cocked his head, dropping his defensive stance, "Wait, actually? Wow, no one ever takes me up on that."

"Would there even be a point?"

"No, but like—it's an unwritten thing. Banter, back and forth witty comments-"

"-Bruises that I really don't need right now. Hospital bills I can't afford."

"Well, now I just feel bad."

"Good."

Feeling awkward, Spidey stuck to the wall next to her, taking in the city around them.

"This doesn't seem like your kind of scene," He suggested.

"Then you clearly don't know me."

"Could I?"

Seeing him up close, she finally noticed that his classic costume was tattered and ripping at the seams. It looked like he had just gotten out of a big fight, yet barely seemed winded.

"The hell happened to you, anyway?" she asked.

He glanced at his chest, "Oh, this? I just got done putting the world's biggest baby to bed."

She stared at him for a long, absurdly quiet time, before it finally clicked in her brain, "Oh, wait, you took down Kingpin?"

His bug eyes expanded, "You actually got my metaphor?"

"You fight crime. People make jokes online about Fisk being of 'high muscle mass'. You're an idiot with bad jokes. That was a bad joke. You made a bad joke about Fisk. You arrested Kingpin."

It was somewhat hurtful to see his humor broken down like that, but at least she understood it.

"I didn't think he'd ever get put behind bars," she said.

"Well, the police finally got that warrant, and I was not gonna sit that out."

"And you still had time to catch me in the act. You're a busy bug."

She buried her face into her arms and held her legs close to her chest. The silence between them kept growing, and Spidey tried to find ways to keep it small.

"Why don't you tell me about yourself?" He asked.

"Why so interested?"

He shrugged, "Why not?"

"This isn't my first time around the block," She said, "I don't care if I gotta do the time, just don't waste any of mine."

"Wanting to know you isn't a waste of time," He corrected.

She glanced at him through her arms. Why was he dragging this out? Why not just shoot some webs and call it a day? Why was he taking the time to talk to her?

"Why did you mug that guy?" Spider-Man asked.

Finally fed up, she decided to just be honest, "I was hungry …"

Not the most detailed of stories, but it was enough for him.

"Tell you what," He hopped off the wall and stood in front of her, "I'll let you off on a warning this time, if you do one thing for me."

"And what's that?"

"You take care of yourself," He answered, "There's a place nearby called the F.E.A.S.T. Center. They should be serving breakfast, still. I'm sure they'd be more than happy to take you in."

"I don't need pity," She scoffed.

"It's not pity; It's just a helping hand," he said, holding out his own for her to take.

She considered it in the moment that her eyes remained locked on his hand. If she were anyone else, the hero likely would have knocked her out by now. Was it really compassion he was trying to share, or shame?

No; either way, she was better than that.

Instead of taking his hand, she pushed herself up and started walking away, "I'll scope it out if it gets me off the hook, but that's it."

"That's all I ask," He called out, "Hey! You never mentioned your name."

"What? Do you want my phone number, too?" She joked, stopping just before the sidewalk, "…You can call me Sam."

He smiled under the mask before firing off a web, "See you around, Sam."

Spider-Man fled the scene, having solved the crime without so much as throwing a punch.

...

It took her almost an hour and a half to even find the place with GPS. She wanted to hail a taxi, but in New York, walking was just faster.

Admittedly, it was a nice building. Big, open area all around and right across from a gathering of basketball courts and the weekly farmer's market. It also looked like there may have been a garden on the roof; perhaps the shelter grew their own fruits and vegetables. Some fresh brain food would be really nice.

Sam could smell the coffee coming from one of the open windows. It was a familiar, delightful scent; French Vanilla, her favorite. At the very least, she could stay long enough for a cup or two.

Entering the building, she was greeted by the receptionist with a warm smile; something she was not used to. All the worker had asked for was her name, to which she only provided "Sam". When asked for a last name, Sam paused for a moment before scavenging the name "Embers".

It was a very wide and open space, full of bunk beds, sleeping bags, a few chairs and tables, and several racks of donated clothing. People would come and go, give and take, all at their own leisure.

An employee handing out coffee came her way, and she took a cup without so much as acknowledging him.

"Hey," An older man called out from one of the tables, "Wanna play a game with me?"

A chess set laid out on the table, primed and ready with no one to challenge him. The man himself wore ragged clothing, his hair long and messy and covered by his hood and ball cap hat. She could barely make out his face.

"I just got here; I'm not looking to stick around."

"Aw, what? Too chicken?"

If she could glare daggers, the man would surely be dead.

The man started and moved one white pawn forward. Without even sitting down, Sam moved a black pawn forward. Her moves were quick, not wanting to waste any time, tapping her foot aggressively when the man took too long to respond.

"Chess is a lot like life, you know," He said, "It can be applied to basically anything. The way someone plays reflects their lifeline."

"The hell does that mean?"

She checkmates him.

"Just when you think you've won," The man moves a piece, putting her in checkmate, "There's always more surprises."

"I know," she moved again, flipping their roles, "That's why I make my own luck."

He checkmates her, "And life keep's retaliating. Endless stalemate."

Fed up, she knocked down both pieces and cleared the board, "There, now no one wins."

"And that," he leaned back, "Is life."

With a scoff and a gulp of coffee, Sam left the old man there with his chess set.

She turned around quickly to try and throw a few insults his way, but he was already gone.

Sam found her way to the dining area, where an older woman was redirecting their new shipment of supplies into the next room. She seemed to be the manager of the place, or at least worked there. It was entertaining seeing someone so old take charge so effectively.

"Oh, did you need something, dear?" The old woman asked after she noticed Sam looking around.

"I'm just …exploring," She said awkwardly, "You in charge?"

"More or less," She joked, "Mr. Li is the owner; I just like to help out. You can call me May, dear."

Sam gestured to the boxes, "Did you … need any help?"

"Sure! There are some heavy boxes in the other room that I haven't had a chance to grab yet! Are you hungry, though? We just made a fresh batch of scrambled eggs!"

This woman's positivity was infectious, "Lemme grab a few boxes first."

The last thing she wanted to do was move boxes, but as a newcomer, she felt like she needed to earn the basic needs that the shelter provided.

Sam easily moved a few boxes into the cafeteria before deciding to grab herself some actual food. Months of protein bars and whatever she could snatch from tip jars could only get her so far. Having an actual hot meal would be nice, for a change.

She was so infatuated with the food that she had not even noticed when the staff set up decorations around her, clapping and handing out cake. The new banner she only just noticed said "Thank you for 5 years of service."

The old woman was clearly popular.

Sam tried to just stay out of the festivities, but it was hard not to want a slice or two of cake. When was the last time she had cake?

"Don't want you feeling left out," May said as she brought over a slice of cake, "If I had known they were going to do this, I would have worn something nicer."

Sam smiled and took the plate from her, "You look great."

May sat with Sam as the younger woman played with the frosting using her fork. Was it guilt that kept her from eating it? It was the fruits of someone else's labor, after all.

"It's not gonna come alive and eat you back," May joked.

"I just …I only just got here. Don't feel like I really deserve to-"

"Oh, nonsense!" She said, "I'd be more upset if you didn't indulge!"

Sam cocked her head with a grin, "Why are you so damn nice?"

May shrugged, "I always like to say if you help someone, you help everyone."

"If only that were true."

"Just you wait. The world is full of surprises."

"That I know."

She had to admit it was nice to see a place so friendly and strong with a sense of community. It really felt like somewhere that anyone could belong.

Maybe she'd stick around for a while.

…

Sam spent the next few weeks in and out of the F.E.A.S.T. Shelter. She still took a few dollars from tip jars and street performers when she needed a new pack of cigarettes or a beer, but she hadn't tried mugging anyone since finding her temporary home. Not the highest bar she could have set, but it was a start.

It was an eventful time in New York. Wilson Fisk was finally arrested, just in time for a new crime gang to hit the streets, calling themselves the "Inner Demons".

The mayors campaign rally was subjected to a terrorist attack, and a cop was murdered at the scene.

Sam was thankful that she hated politics enough not to attend that day.

The Shelter was in dire need of help after that day. More and more people found themselves at F.E.A.S.T. needing aid after losing everything in a Demon attack. The once quiet shelter had become rather rowdy.

Ernie—the resident grump—had been smacking the cheap TV box in the lounge area for the past 5 minutes, and Sam was all but sick of it. Most of the time she just used her phone to stream shows or movies using the shelters Wi-Fi, but when that lagged due to too many devices, she at least enjoyed newsmen making a fool of themselves.

Now, Ernie was at it again, getting mad at the TV even though he was the one that broke it.

"Stupid piece of junk!" Ernie complained.

"You mind if I take a look?" A new voice asked.

A boy holding a pot of coffee cautiously approached Ernie in his fit of rage. The young black teen dressed in red was a new face for Sam. He seemed like he was working there, offering coffee to the residents.

"Oh!" The young boy examined the TV, "We have a couple CRT's at school, I know how to fix these when they're-"

"CR-what?" Ernie cut him off, smacking the TV again, "No, no, you just gotta smack a couple times! Get it going!"

It got nowhere. Sam chuckled.

"This funny, eh?" Ernie snapped at her, "You wanna try?!"

"It could just be a faulty coax cable," the boy suggested, "Lemme see what I can do."

Ernie begrudgingly allowed the boy to look at the machine. It barely took him a few seconds to pop the cable back in place and fix the TV set.

"Ha! Youth strikes again!" Sam cheered.

"Coffee?" The boy asked as he approached Sam.

"You got French Vanilla?"

"Uh …I think it's just black."

"That works, too."

She took a refill of coffee from him. He was more than eager to help out, like he had something to prove. How old was he? 14? 15 at most? And why did he look familiar?

"Have I seen you around here, before?" She asked.

"Oh, no! It's my first day. I'm Miles. Miles Morales."

Morales— Miles— Where had she heard that name? Maybe not heard it, but read it? It was going to bug her all morning, for sure.

Miles stopped cold when the news started to play, replaying the events of city hall. They had done nothing but milk the death of that poor officer for weeks, parading his sacrifice around for all it was worth. Sam couldn't help but feel bad for him.

For much of her life, she learned how to read people. Just seeing the poor boys face, she could tell how grief-stricken Miles was seeing that cop on the news. That face meant something to him. A father? Brother? It was tricky to say.

Oh.

Morales.

Now she remembered.

She read that article from the Daily Bugle. Normally she hated that place, but everyone had been buzzing about a new reporter, Mary Jane Watson, who was going as far as sneaking into Fisks Estate Sale for a story. People called her the 'vigilante of the news world'.

With all the commotion around her, Sam just had to read her latest article; a story about Jefferson Davis—the cop who died at city hall—and his grief-stricken family. A mother and a son.

"Hero?" Ernie referenced the news as he sat down with a cup of coffee, "He didn't do nothing heroic except get himself blown up!"

One sentence was all it took to almost break Miles, and enrage Sam.

Before anyone else could intervene, Sam had stood up and grabbed Ernie by the jacket, lifting him out of his chair and spilling his coffee all over the ground.

"Let's play pretend," Sam said, "Let's pretend your sorry excuse for a wife was still alive kicking. If she died protecting people and some random asshole like you said something like that, what would you say? What if it was your son? Your daughter? Your goddamn dog? If someone spoke ill of their memory, wouldn't you want to just-"

She throws her fist, stopping in front of his face. He flinches in fear.

Sam dropped him with a light shove, "My friend here, Mr. Morales, is having a tough enough time as it is without you insulting his pops. Through all of it, he came here to help your sorry ass," She stepped back and gestured to Miles, "Now, pick up your heart and try again."

Ernie, struck with fear and torment by the terrifying young woman, awkwardly stepped toward Miles while avoiding eye contact, "Listen, um …sorry about your dad."

Miles lightly nodded, and Ernie quickly escaped from the lounge before Sam could frighten him again.

"Wow …" Miles said with a breath of relief, "Thanks …though, maybe you were a little harsh on him."

"Oh, I know," Sam shrugged, "That's how I like it."

Only after the commotion died down did one of the volunteer staff come by to check on them.

Peter Parker; Nephew to the loveliest old woman she had ever met. When he was actually around the shelter, he often took most of the odd jobs. The rest of the time, Peter often disappeared at random intervals and for hours at a time. No one knew where he went, but it made him somewhat unreliable.

"Is everything okay?" Peter asked.

"Ah, Parker," she addressed the young man, "Why don't you finish Miles' orientation?"

"Right … sure," He took Miles by the shoulder, "Miles, go introduce yourself to May in the kitchen."

Miles nodded and left the two alone. Sam could tell she was about to get an earful.

"Your aunt would have clapped for me," She suggested.

"Sam," he scolded.

"Peter. Are we playing the name game?"

"Sam, a lot of the guests have been complaining about your …aggressive nature."

"A lot? Or just Ernie? You know he's an asshole. I was sticking up for the kid. Be happy I did anything at all."

"I know, and I'm happy you did. Miles has had it really rough these last few weeks. I hate dealing with Ernie, too, but violence doesn't always have to be the answer."

"Tell that to our friendly neighborhood serial bruiser."

Peter winced, "That's …different."

"If I wore more spandex, would that excuse it?" She crossed her arms with a smirk, "I didn't think you were the type."

"Sam," he sighed, "…Thank you for helping him."

"You're welcome."

She downed her coffee and walked away with a sway in her step. It weirdly felt nice to do that.

…

It was supposed to be a safe place for someone like her. F.E.A.S.T.; Somewhere where the outcast could rest their aching lungs, to hide from those calling themselves 'normal'. She had come there to lay low until she could figure it all out, find a new mask, a new way to hide.

The shelter for those too weak had become a shelter from those too strong.

Half the city was on fire, it seemed. New York had faced terrible evils before, but nothing quite like this. No one was safe outside their homes, or within. Thugs and escaped criminals owned every street corner and rooftop, armed with weapons intent to kill those just trying to buy food. If that wasn't bad enough, every other person was coughing blood and tearing themselves apart from the inside.

A quarantine was quickly put in place after a dangerous virus was released in Time Square. Everyone is quick to point fingers but slow to fix the problem.

Sam brought more boxes in from the back where a delivery truck had just pulled away. The driver couldn't stay too long and risk being robbed by a random thug again. Supplies were dwindling, and they couldn't take any more risks.

She wondered, almost hourly, how she went from staying at a homeless shelter to aiding in running it, all in the span of 48 hours. Sam had wished only to keep to avoid getting sick, but as soon as someone put a box in her hand, she was on the move. When presented with the choice of fight or flight, she always chose to raise a fist.

Upstairs in the main office, May was sleeping on a hospital bed with an IV bag and heart monitor attached to her arm. She had been hit the worst out of everyone there. Most of the residents were sick, but not like May Parker. Even through disease, she worked right down to the last second to make sure everyone was taken care of.

Sam decided to pay the old woman a visit. The doctors treating her had cleared out to focus on the other patients, leaving May all alone up there.

"Hey there, Mrs. Parker," Sam greeted as she quietly entered the room, "You awake?"

May stirred awake, barely able to turn her head to see Sam as she sat on the bed with her.

"Oh, there you are," May said, her voice heavier than her burdens, "I began to think you were sick, too."

"No, just busy," Sam admitted, "Someone had to pick up your slack."

May attempted to laugh, only to go into a short coughing fit. Sam gave her a tissue to spit into. She hoped for mucus, feeling remorseful when it was nothing but blood.

"What did the doctor's say?" May asked, "They told me I would be alright, but I know that isn't true."

"Mrs. Parker-"

"Just May is fine…"

Sam breathed deeply and slowly, "May …it's not good. They said that …you won't make it through the night. They're honestly shocked you haven't gone already," Sam chuckled with a heavy heart, "You're just too stubborn to go."

"They'd be right," May said, "I'm holding on just long enough to see my nephew, one last time."

Sam shook her head, "I've been trying his cell all night."

"Oh, I wouldn't worry. He's out there, fighting to keep the city safe."

"What the hell does that mean?"

May winked, "Sorry …but I think I'm taking that one to the grave."

It should not hurt so much to see the old woman like this. There were few people Sam ever let herself get close to, and she was stupid enough to allow May to be one of them. May was sweet and kind and giving, willing to sacrifice everything she has just so someone else can live another day. She was just as much a hero as Spider-Man ever was.

"…You've shared so much love with me," Sam admitted, "You took me in when I had nothing …when I deserved less. I don't want it all to be for nothing."

"Well …like I always say," May gently touched Sam's arm, "When you help someone …you help everyone."

"You helped me, alright, but I'm not helping anyone. I'm cooped up in this place, hiding away from the dangers out there. How is that helping?"

"You're here with me," May reminded her, "That's helping me."

May coughed again, her heart monitor spiking for a moment. It would only take one good coughing fit to take the old woman away from the world.

"I'll keep trying for Peter," Sam said, "Just rest."

"Sam," May called out before the young woman could leave, "I'm proud of you."

Those were four words Sam never thought she would hear. If not for her condition, she would have embraced the old woman as a thank you, but all she could offer was a nod and a smile before heading back downstairs.

…

Miles had started setting up supplies on the table in what used to be the cafeteria. Almost everything in the shelter had been repurposed, turning it into a makeshift hospital. With the original owner now a wanted criminal, and their second in command bedridden, the 15-year-old kid took charge rather easily.

Sam wished she had a talent like that; to lead by example.

Everything seemed to come to a halt when the front doors had burst open. Sam thought that they were being attacked. Instead, the infamous Silver Sable –Head of the International Army hired by Mayor Osborn—rushed in with the unconscious body of Spider-Man in tow, aided only by an unknown man.

Miles had completely cleared the table the second he saw them.

"I need masks, gloves; whatever you have that's sterile!" The man said.

Spider-Man—the city's controversial hero—laid beaten and broken on the table. It was an impossible sight; Spider-Man always seemed invincible, incapable of being harmed or beaten. To see him like that, covered in bruises and blood seeping through his costume, it haunted her.

The man trying to help the hero looked for places in which the web heads costume separated. He reached quickly for his mask without so much as hesitation.

"Oi!" Sam slapped the man's hand away as she rushed to the spiders side, "The mask stays on!"

"We can't help him with the suit in the way!"

"The suit is fine; the mask is off limits."

"He needs to breath!"

Sam flared her nostrils before lifting the hero's mask just over his nose, "There. No further. Show him some damn respect, asshole."

"It's Dr. Michaels."

"Did I ask?"

Dr. Michaels scoffed as he tried finding a breathing mask for the hero, too focused on saving a life to argue with her.

Sam looked down at Spider-Man. Funny how the roles were now reversed. Staring at him in that moment, she finally saw him exactly as what he was; a man. A human being like any one of them. A New Yorker through and through. He had been fighting out there all this time, barely taking a breath between punches. Even now she could see his body squirming, trying to get back into the fight.

"We got you, Webs," She whispered, "It's our turn now."

About an hour went by before everyone had finally calmed down. Sam stepped aside, but kept an eye on him from afar. She had barely moved beyond the kicking of her leg. Another resident tried asking her to stop, to which she cussed at them before they could get a word in.

Dr. Michaels finally came into the room, a young red-headed woman was first to approach him, "He's stable," Michaels said, "We should let him rest."

Spider-Man, of course, disagreed, as he immediately rolled off the table, with the red headed girl rushing to his side. They seemed to exchange words of familiarity before the red head tried carrying him up the stairs. Sam could only assume it was so he could leave through the roof entrance and avoid unwanted attention.

"Sam?" Miles called out, "Can you help me find the boxes of antibiotics?"

"Can you find me another pack of cigarettes?" She answered bluntly.

"I thought you were quitting."

"I only said that to make May feel better."

"She'll pull through, I know it."

"Nobody knows anything about nothing."

It was hard to talk to her when she got like this. Miles just chose to let it go and keep looking.

Sam eventually caved and exited her self-made prison of brooding to help him. He grinned seeing her softer side just barely shine through.

They sifted through the many boxes one by one. If only they had a proper system of organization in times of crisis.

"Ah! Ow!" Miles cried out, making Sam nearly drop her box.

"What?! What?!" Sam asked.

Miles stared at his hand, "Uh …nothing. Just a spider bite."

"That's irony for you. Go clean that up in the bathroom."

"But the anti-biot-"

"Morales."

He had to press his lips together to keep in any words he did not want escaping. She meant business when she only used someone's last name.

Sam was left alone trying to organize the boxes. Being so focused on the job at hand, on the city ready to collapse, how would she have ever noticed the small arachnid creature spinning down onto her shoulder and bouncing onto her neck.

The sensation of its legs on her skin made her reach for it.

She arched her back upon feeling the spider bite into her, releasing its venom into her veins. It was like her blood was replaced with molten lava.

Sam immediately swatted it away and it fell underneath the nearest table, where it quickly went onto its back with its legs crumpled up. The cog in a greater machine died before it even hit the ground.

Her neck felt hot, and she began to sweat rather quickly.

Perhaps all she needed was to lie down.

Just lie down.

Just stay down.

Just.

Sleep …

…

How long had she been out for? An hour? More? She had collapsed onto the nearest sleeping bag and into a pool of sweat. Her clothes were completely damp after her dreams released her into the waking world. For a moment, she had thought she finally contracted the virus and fully expected not to awaken again.

On the contrary, now that she was awake, she had never felt better. The hot flashes were gone, he body was not sore, and there was no pain in her neck. She could still feel the lump where the spider bit her, fresh and tender, but not painful.

Perhaps the universe just wanted to force her into taking a nap.

As she got up to wander about, she heard a loud crashing noise upstairs. Spider-Man entered from the roof exit, stumbling down with what little energy he had left. He was dressed in a new, black and yellow armored suit that was already breaking apart.

"What ever happened to resting?!" Sam asked as she rushed to his side, "Where the hell have you-?"

Spider-Man offered her no words, instead showing her a vile of blue liquid in his hand.

She gasped, "Is that…?"

"The Anti-Serum," Spider-Man said.

Dr. Michaels came to see what the commotion was just in time to hear those saving words, "You got it? Is it still viable?"

"It has to be," Spider-Man handed him the serum, "Get started …please."

Dr. Michaels rushed the serum to the next room and immediately pulled out his equipment.

Meanwhile, Spider-Man could barely move with the bits and pieces of black armor stabbing into his body. "Let's get you out of this thing."

Sam took the time to pry the armored suit off of Spider-Mans body and pile it into a trash bag. The last thing they needed was some random resident getting a hold of the hero's technology. While no one was looking, Sam hid the bag in the air vents to deal with later.

The poor hero was bloody and bruised, but somehow in better condition than he was earlier. At least he was conscious, and obviously healed fast as many of his original wounds were already scabbing over.

Somehow, through all that, he still found a reason to laugh.

"What's so funny?" She asked.

"Look at you," He smiled under his mask, "Two weeks ago you were trying to mug that poor guy. Now, you're helping people."

"Kinda thought you'd forget about that."

"I never forget, Sam. That's what makes me a friendly neighbor."

"I'm still no saint," She denied, "I'm just …giving a helping hand. And only because I felt like it!"

"Good enough for me," he coughed, "Still, I think the city could use a few more people like you."

"You're the one we need more of."

Dr. Michaels called for Spider-Man, and he left Sam there with a pat on the back. Why did that make her feel so warm inside? Was what that feeling? Pride? What an ugly thing.

Sam stood up and was ready to leave, but her nature begged that she eavesdrop. Perhaps she was just worried about May, and wanted to be sure the serum would actually work.

"It's still viable," Dr. Michaels said, "But we'll need the whole sample as a base.

Spider-Man held the cure in his hands, looking between Michaels, May, and the patients on the floor below. "What if we use it to cure someone right now?" He asked.

Dr. Michaels shook his head, "Then there won't be enough to cure the others."

Sam was too frozen in grief to react when Dr. Michaels passed by her and went downstairs. She stared at Spider-Man, wondering what he would do. Of everyone in the building, May was in the worst condition. If she did not get that cure right then and there, she would not live past the hour.

What was he waiting for? Why was he not saving her? They could just get more later, could they not?

Then again, how many would die until then?

"You're gonna be okay, ma'am," Spider-Man rushed to May's side, "We've got the cure right here."

Sam hid behind the door frame and watched closely.

"Take off your mask …" May said softly, "I want to see my nephew."

He did not hesitate more than a second before he took off his mask for her. Sam could not believe her eyes. She covered her mouth so they would not hear her gasp.

Under those iconic bug eyes was May's nephew, Peter. All this time, the man who never had time to stick around the shelter, who spent all night dodging her calls, was Spider-Man. To top it off, May knew all along her surrogate son was out there protecting the city, fighting to keep them safe no matter the cost.

"I am so proud of you," May said, "And Ben would be too. All the people you've saved …"

Peter cried, his voice breaking under the pressure, "I don't know what to do!"

"Yes …you do."

May went into a coughing fit again, perhaps her worst one yet. The fear in Peter's eyes was heartbreaking, even more his desperation when he picked up the cure and held it over the IV bag. One swift motion, and May would be okay, she would live.

And everyone else would die.

Peter stepped back in frustration. As much as he wanted to save her, as much as he loved her, he had a responsibility to uphold. It was the entire city versus one life.

He put the serum down, and fell to his knees next to her bed as the heart monitor began to slow.

For a moment, Sam wanted to rush in and finish what he could not, saving May's life and damning the rest of the city. May said it herself; you help someone, you help everyone. Sam could save May if she was quick enough, but helping her meant harming everyone else.

May was wrong. Helping does nothing for anyone.

She could not stay to hear her heart stop, running out of the building with tears in her eyes.

Sam hid behind the shelter next to the garbage, unable to stop the waterfall of grief from escaping her eyes. It was too much for her to comprehend all at once, too much hatred and regret. Why did she let herself care about that stupid old woman? Why did she let herself fall victim to it again? Why did she love to torment herself with loss?

Why did she have to care?

…

An invitation to the funeral of May Parker. She tossed it the second no one was looking.

As the cure for Devils Breath made its way onto the streets, eradicating the disease before it could make it out of New York, those who survived mourned the dead. Funeral Services across the city were seeing record high profits paid by tears.

Sam could not bring herself to face everyone at the funeral. There was just too much on her mind to do that. She did, however, visit May's grave when everyone was gone. May had been buried next to her late husband, with an engraving on her tombstone; "When you help someone, you help everyone."

"You forgot the third part, Mrs. Parker," Sam said to the grave, "When you help someone, you help everyone, except yourself."

Sam cannot deny the nobility of her sacrifice. Had she taken the cure then, others would have died in her stead. She just could not help but be angry at Peter for not helping her, even when she knew it was the right call.

In all the chaos she almost forgot the biggest twist of all; Peter Parker is Spider-Man.

She had barely acknowledged that fact in the last few weeks. May's nephew was the threat and menace of New York; the friendly neighbor above the streets. How was she supposed to take that? Why did she want so badly to be angry at him? Why did staring at this tombstone make her stomach ache?

And just like that, there she was again; walking down the streets of New York with a cigarette in hand and a trail of smoke following behind her. She was hungry, like always, and no money to feed herself with. F.E.A.S.T. was always an option, but she had not been there since May's death. The building felt like an eyesore, now.

Up ahead of her, she saw a frail old man getting dragged into the alley by a gang of thugs in masks. The old man was probably an easy target, and Spider-Man had been a little less active lately for reasons only she knew. Criminals were getting braver.

She should have walked away—hell, she could have taken a page from their book and found an easy target of her own. There was no reason for her to get involved.

So why did she?

"Hey!" Sam shouted at the thugs, "This what we do now? We beat up old men?"

The thugs looked at her and laughed, still pushing the old man around like a game of ball, "Get lost, sweetheart. Unless you want a piece of this."

"Oh, I want a piece of something," She growled.

The leader tried to brush her aside, not seeing her as any kind of a threat. Sam grabbed his wrist and twisted it quickly, arching his back so she could strike him in the throat and send him down. The others tried to jump her, but she was smaller and quicker than they expected. Sam had managed to take down two more before the old man was able to get away with a "thank you".

They began to surround her, striking her faster than she could handle. Even with her skills, there was little she could do against greater numbers. Once they got her to one knee, it was all but over.

One after another they kicked her, keeping her down, even striking her with a crowbar as they laughed. They were enjoying this.

When you help someone, you help everyone, except yourself.

But she was better than that.

In one swift movement, she caught the crowbar in her hand and ripped it away from the thug and whacking him across the face with it. His jaw dislocated immediately on impact and almost passed out from the pain.

Her adrenaline was still high as she punched the next guy square in the chest, sending him flying back through the alley and skidding to a stop. He was unable to get up, feeling his ribs cracked from the blow.

Another thug pulled out his gun in desperation and fear. Sam's head began to ring, like a voice in the back of her head was telling her to duck, and she felt inclined to obey. The bullet missed by a hair, allowing Sam to flip back and swat the gun to the ground before kicking the guy into the wall.

The rest of the thugs ran away in terror, exclaiming how this was not what they had signed up for. Only after they were gone did Sam's adrenaline begin to settle.

She looked to the crowbar still in her hands and gently loosened her grip. The metal of the handle had been bent out of shape; curved perfectly to how her fingers held it. Her hands shook as she took the crowbar with both hands and eyed the center dangerously.

It bent right down the middle without even trying.

Sam dropped the crowbar to the ground with quick breaths and sweat down her forehead. She looked at her hands in awe. They felt warmer than usual—stronger.

Her head rang again as all her senses dialed to 11. The pain was too much for her to bear, the lights too much to behold. It was like every voice on the block was speaking out of her ears. Every grain of dirt was perfectly visible on the ground. Every inch of the alley was visible even beyond her cone of sight.

Sam stumbled into the street, too disoriented to see the traffic coming her way. A cab was barreling down the road, trying not to be late for a pickup. The driver did not see her as she stepped in front of the moving vehicle, and it barely saw her as she jumped out of the way.

She hit the wall hard, her fingers sticking to the surface of the brick. The cab continued to drive like nothing happened and no one noticed just how high up she had jumped, nor did she.

Sam was sticking to the wall about 3 stories high. The tips of her fingers felt magnetized to the surface, releasing on mental command only. She nearly slipped and fell until she ordered them to stick again. She only wondered how no one else noticed.

One hand in front of the other. Push up by the opposite foot. Repeat. Repeat again. Before long, she was scaling the wall of the building with ease. Her fingers still tried too hard to remain stuck on occasion, but she was getting the hang of it.

Finally, she reached the top, feeling the wind of the city on her face as she looked down at all the ants below. Her breathing was deep and quick, with only one question on her mind.

"What's happening to me?"