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Peter woke with a jolt as his ringtone sounded just beside his bed. He sat up with a groan, opening his eyes just enough to check the caller ID: Aunt May. 'Strange,' he thought, glancing at the clock at the top of the screen, 'they should have been home by now.' As much as he wanted to sink back into the comfort of his warm covers and worry about it in the morning, something told him he better answer it – just in case.

An uncomfortable chill ran down his spine as he swiped the screen. He dismissed it, 'I must have left a window open' he reasoned without much of a second thought. He'd just begun his first year of high-school after all, and as the summer came to a close, the warm, enjoyable weather followed suit. The crisp nighttime air continued to fill the room – either that or Peter had simply become more aware of how cold it really was.

"Peter? Pete, honey, it's May." The voice on the other side of the call cracked faintly, not going unnoticed by Peter.

"May, it's nearly one in the morning, are you okay?" Peter questioned, his worry escalating.

"Honey, it... it's Ben. He's.. there's been an accident."

Peter felt the blood drain from his veins with the utterance of the last four words.

Four words.

That's all it took.

Peter leaned over the side of his bed, his body tensing and his face growing pale as he felt his heart sink. 'No no no no, please no...' His mind went blank, save for the anxiety-induced thoughts which immediately clouded his mind as he considered the worst. 'What if he couldn't reach them in time? What if Ben was dying? What if he was already dead?' Peter didn't think of himself as a pessimist – quite the opposite actually – but despite his best efforts these thoughts raced through Peter's head as his breathing accelerated into long, shaky respirations.

A century had passed in only a few moments, and yet time had simultaneously seemed to stand still. He knew he had to say something. He was letting this negativity cloud his better judgement. It probably wasn't as bad as he feared, anyway. The now uneasy teen composed himself the best he could, although his voice shook regardless. He could only hope that it wasn't audible, for May's sake. "I.. I'm on my way."

Peter hung up the phone, clumsily running across the room to grab the first jacket and pair of shoes he could find before making his way to the door. All the while his vision blurred as his eyes welled up uncontrollably, tears not yet leaving the greaves of his eyes, but threatening to fall at any moment. The ruckus was enough to alert Harry, who sat up sleepily and looked inquisitively in the direction of the noise.

"Pete?" Harry groaned, rubbing his eyes in an attempt to help them better adjust, "What's going on?" Peter didn't say anything, but his faint sniffling and quivering breaths were enough to bring Harry from a state of drowsy annoyance to that of concern in an instant. He stood up without hesitation to meet Peter's teary eyes. He wiped the tears gently from Peter's face, which had begun to fall as he approached. He was scared, Harry could tell.

Maybe it was his less-than-ideal interruption from sleep or his growing anxiety, or maybe the latter fueled by the former, but Peter couldn't hide any of it from his best friend.

Peter managed to find his voice, returning Harry's gaze and grabbed hold of the wrist still near his face. "Ben, he... He's hurt.. I gotta go." His voice cracked as the words bled from his lips. Peter didn't waste any time waiting for a response. He wanted Harry's company, but his uncle needed him. As much as he wanted to; as much as it pained him not to, he couldn't wait. Every second counted. He let go of his grasp.

Peter knew the general location he was heading towards. Maybe he should have asked for an exact address, but it was too late to think about that now. The theater they'd gone was only a few blocks away. Peter was supposed to go with them – family bonding night at a movie premiere and whatnot. He'd been looking forward to it for weeks, if he was being honest. But when the rare opportunity to tour Oscorp Industries with his class came up, he just couldn't pass up the opportunity to spend a whole day with his best friend in a building full of science. In hindsight though, he was starting to regret it.

'Surely I'll find them somewhere along the way,' he hoped. He ran. He ran and ran and didn't stop running, even when he thought he'd break down if he went any further. His breathing was heavy, more-so from his hysterical thoughts which – try as he might to calm them down – only tore him apart from the inside. He kept going, despite it all. He didn't stop until he rounded the last corner, excruciatingly bright red and blue lights scarring his once again tearing eyes. 'Please let this be for a different emergency.' It was a selfish thought, he knew that. He also knew that it wasn't true. His suspicion only confirmed at the sight of May standing with a group of officers, not thirty feet away. Seeing his Aunt wasn't nearly as relieving as the brunette hoped it would be. She was there – alive, well.

Ben wasn't.

He could feel a lump form in his throat, thick and restrictive. Frantically approaching his aunt, Peter choked out the question a large part of him was dreading the answer to.

"Where's Uncle Ben?"

Her only response was a head which motioned in the direction of the ambulance on the other side of the street. It wasn't long before she looked back down, clearly trying her best to hide her defeated state for the sake of her nephew – to no avail. Peter felt an arm wrap around his shoulder pulling him closer to his aunt's side in a comforting embrace as he looked in the direction of the ambulance. There he was, his uncle, on a stretcher, his life hanging in the balance, if at all. Peter watched in horror as he was lifted into the back of the vehicle.

He screamed for his uncle. He knew he wouldn't receive a response, but he couldn't hold it back. Any strength he had mustered with his outburst had subsided. He wanted to bury his face into his aunt's chest, find an escape in her warmth. But he couldn't look away.

Memories flooded his mind. Memories the good times, the bad times, the in between. All of it. He remembered the walks in the park, the amusement park visits, the family outings. He remembered how when he'd first gained an interest for science; how supportive Ben was, even though he hadn't a clue what Peter was talking about the majority of the time. Regardless, he always listened to him, always encouraged him to keep growing and learning. Ben was the one he laughed with through the good times, the shoulder he cried on during the bad times. Ben was his anchor through it all. He'd helped Peter rise at times when he felt he couldn't swim. He remembered the lessons. Ben taught him to be good. To be kind. That with a heart as large as his, he could do anything. Above all, that with great power comes great responsibility.

All of it brought him back to this moment. All of the memories he'd made, the time he'd shared with his uncle, could be all he had left. Peter wrapped his arms around his chest with the painful realization. He may not even have the chance to say goodbye.

The color had drained completely from his body. The worst was happening, right in front of his eyes. It was surreal. He didn't want to believe that this was real; that he was really here. He wished – now more than ever – that he'd waited for Harry before he left. He wished it were all a dream – no – a nightmare. But it wasn't.

This was real.

And nothing could change that.

"He was shot. Hit and run. They're... they're going to do everything they can. He'll be okay." Peter heard May say finally. She was looking down at him now, her voice full of sorrow with a hint of malice threatening to break through. It was clear even she didn't believe the words she was saying.

Several seconds dragged by, and Peter watched as the ambulance started down the street opposite the direction he'd come from. He wiggled out of May's embrace, walking forward a few steps. Something else had caught his eye now. His blurred, tear-filled vision made his focus more difficult, but he could see well enough to make out a figure – a man, he deducted – disappear into a distant alleyway. Peter dried from his face, squinting at the now seemingly empty alleyway. As if on cue, the mysterious figure peeked around the corner once again. He looked frantic. Scared As if he were watching, waiting for a chance to run; to get the hell out of there.

Suddenly, Peter felt a sensation he couldn't explain. It almost felt like a warning. It definitely felt like a warning. But of what? He looked around for any sign of danger, his eyes inevitably falling back on the alleyway. And that's when he saw it.

The man was reaching for something at his side. A gun.

"That has to be him." Peter muttered, his voice still weak but recovering. Peter's expression changed in an instant. Underneath the layers of sorrow and fear was a cultivating rage. He didn't hesitate. Before he knew it, he had pinned the man to the back-most wall of the alleyway.

"Hey what's your deal man? Just leave me alone!"

"Oh like you left my uncle alone? Not a chance."

"Wh..what are you" the man stammered, his body trembling. He made a weak attempt to aim his gun toward Peter, which was promptly stopped by a hand gripped sharply around the man's wrist before he'd even had a chance to react.

"Don't pretend! My uncle is gone because of you!" Peter stared daggers into the man's guilt-ridden eyes.

Peter sharply pulled the gun out of the man's hand without breaking eye-contact, throwing it backwards in one swift motion. The weapon scraped the concrete floor, stopping at the edge of the alley's opening. His anger only heightened the longer he stared. He lost control. He shoved the man further against the wall, using his other arm to strike a punch.

Peter landed another punch. And another. Peter felt each strike tug on his heart, dealing onto himself a pain ten times that which he was inflicting. He saw the fear, the regret in this man's eyes, but he didn't care. He knew he needed to stop; that this wasn't right, that is wasn't what Ben would want. But he was seething. Peter didn't know what to do – he wanted this man to pay for what he'd done; for the damage he'd caused. He wanted him to suffer. But at the same time, he didn't. He knew deep down that he wouldn't be able to live with himself if he stooped to the man's level.

With great power comes great responsibility.

Tears once again overtook his vision. Tears of anger; of fear. He didn't know he had any more in him, and yet, they fell, navigating his face as he readied his arm for another strike. But he felt a weight stopping him from pulling through. It was Harry. Peter looked over his shoulder, his expression a level of anger his friend had never seen before. Realizing who was looking back at him, Peter's face dropped from that of rage to utter defeat; vulnerability. Peter fell to his knees, swiftly wrapping his arms around Harry as he cried into his chest. The killer saw his opportunity and took it. He tried to run. Peter heard the footsteps. But he also heard the police sirens on the street. He wouldn't make it far. Harry returned the embrace with a careful hold.
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