AN: So awhile back I briefly mentioned making an Avengers/TASM Spider-Man crossover in my other story Ink Stains, and I had a reviewer ask me to really do that. So then I got my muses whipped up into this huge Peter!whump Spider-angst mood, re-watched TASM, and gave birth to this little heathen.

Warnings: This is a semi-dark and depressing fic. Not cutting or anything, but potentially explicit descriptions of: Dissociative Identity Disorder, torture, negative emotions such as inferiority complex, and blood. Sorry in advance if that makes you ick, and I'd advise you not to throw up on your computer screen - aim for the wall, my friend, and call the stain modern art.

I've also SEVERELY expanded Peter's powers, just 'cause I'm the author and I feel like people generally underclass Spidey like way too freaking much, so I'm compensating. Be prepared for an intelligent!super!Peter who has no idea what the crap he's doing.

No slash. I adore Gwen/Peter.

'DODGE NOW!'

Spider-Man obeys the internal command, the bio-electric pulse rippling through his every cell and screaming at him for movement. His spine twists artfully as he leaps, limbs less like appendages and more like conduits of living elegance. The bullet pierces the area he has just vacated not even a full second ago. Though the trajectory and path of the smoking metal would have been too swift to any onlooker, Spider-Man's incredibly enhanced vision can spot the projectile as easily as if it was a ball clumsily tossed by a toddler's chubby hands. The sharp crack it rings against the brickwork siding of the building stabs at his eardrums like a dull needle.

He lands on the other wall of the alley and sticks, easily mirroring the exact same position he'd held moments before as he stares downward at the trembling mugger wannabe. Even thirty feet high, semi-upside down, and in the dimness of twilight, he can see the bead of sweat trickling down the man's sallow cheek with all the clarity of an HD camera.

His heart pounds against his ribcage, a kind of delicious icy fire raising goosebumps on his arms and down his spine. Four months, and the wonders of his abilities still haven't ceased to amaze him.

"Careful now," he calls out, mockingly folding his fingers around his mouth. "Wouldn't want you to slip up and accidentally shoot yourself, now would we?"

The man - boy? He really can't be older than twenty five, and yet he's in this filthy backalley, throwing his life down the drain - licks dry lips and readjusts his aim. The heavy weight in the pistol's handle tugs his arm down, see-sawing the muzzle of the weapon much too high. Spider-Man scoffs quietly, a low, amused noise in his throat. His aim is still off, and even if it wasn't, he hasn't factored in the kickback.

Spider-man grows impatient, bored fingers tapping in his mind. 'This is dumb,' he scoffs. 'We've wasted enough time on him already.' A tittering laugh. 'Look at him sweat!'

Indeed, another trail of perspiration has slicked the swarthy, shadow-dappled face. The woman held tight by the criminal's hand whimpers pathetically, a cliche example of a damsel in distress. Gwen would've kicked her -

He pauses, tilting his head as his own mental reel catches up with him. 'Did-Did I just reference myself as 'we?' Or, well, 'think' it, more accurately, but whatever-'

'Dodge, you moron!' A voice tells him, irritated. Spider-Man thoughtlessly leaps once more, front-flipping over the speeding bullet, ever conscious of its path as it ricochets. Suddenly, for no reason at all, the game isn't fun anymore, so he lets himself fall the entire way to the ground, hitting the ground with bone-jarring impact. It would have broken the femurs of any other human. But Peter's enhanced muscles absorb the blow without even a hint of stress. He shoots out a hand, snatching the gun from the thug's loose, terrified grasp.

"Ooh, souvenir," he says, laughing, and then, with a simple tap on his wrist, he pins the scrawny mugger to the alley wall with a thin veneer of webbing. The coating might be light, but each strand is much stronger than steel filament for filament. The thug won't be going anywhere for quite a while.

He looks at the woman hovering by the mouth of the alley, her eyes wide in shock. Her hair is blonde and lightly waved, her outfit consisting of a classy but semi-modest pencil skirt and a white blouse. Probably on her way home from a late night interview (or at least, he hopes that's what it is). No wonder the thug tried to rob her. The pearl necklace glinting over her collarbone could probably fetch at least $400 on the market.

"Call the cops," he instructs, using his deep Spider-Man no-nonsense voice (he's been testing it out a lot lately), and waits long enough to see her nod and fumble in her tiny clasp purse for a cell phone. He kicks off the walls when her painted nails click against the keys, and ascends to the rooftops once again. He does not want to be here when the police arrive.

It's been four months since the Lizard incident (as the press has taken to calling it) and yet the NYPD still distrusts him. At least he's not classified under "shoot on sight" anymore, so there's some improvement. But he still vividly remembers the tase shot and the actual gun-shot and the significant pain from both of them. They're things that he most certainly does not want a repeat of.

Spider-Man slows once he's forty stories up, running smoothly over a fat skyscraper's roof. On a whim, his gloved fingers come up and yank the mask from his face, worsening the already bedraggled condition of his brown mop. The fabric doesn't breathe as well as he'd hoped it would upon initially designing the costume, and if he wears it too long, it leaves the skin of his face hot and sweaty. And washing away the pleasant aroma of New York slums and sweat is more difficult than you would think.

He sits on an external vent shaft, shifting the textured fabric between his fingers as he tilts his head back and stares up at the dark sky. He can't see many stars tonight, but that's not surprising. Manhattan's layer of smog usually veils the nocturnal sky's diamonds.

He bounces a knee, craning his head constantly in little 360's to take in as much of the stunning view as possible. It's cold up here, and more lonely than Peter thought it would be. Quieter, too. Manhattan is never truly still, but the slow current of night traffic and chaos seem peacefully muted and worlds away at such a height.

His internal clock tells him that it's 2-ish in the morning. He has to wake up for school at 6:00. He's got a pile of half-finished homework waiting for him on his desk when he gets home to complete before he can go to sleep. The thought sends a chord of discontent twanging through his body, mind, and soul.

Vigilante by night, dumb old Peter Parker by day, right?

How can he just switch from adrenalin-fueled hero to a mundane, regular kid? It's like trying to shove a triangular block through a small square opening. It simply won't fit right.

He looks at his hands, flexing the joints and sinews and clenching his hands into fists, quietly marveling. Four months ago, he was just a regular kid struggling to make it through every day (but he really wasn't - he didn't know how great his life was back when Ben was still alive and he didn't have any powers) and skirting responsibility as much as the next AP high-schooler.

And now?

Now he has to constantly watch himself - don't shut your locker so hard, Peter, or you'll break it - make up an excuse for gym class, you don't want to accidentally hurt a student, don't want anyone seeing your scars when you change -

It's all so very confusing and really just emotionally, physically, and mentally exhausting.

There's a strange needle-like sensation prickling its way up his spine, a sort of innate sense of wrongness. Not like his sixth precognitive sense, or whatever, but just the feeling that he doesn't fit well in his own skin. It seems strange to have the suit on and the mask off. Like the moment that the costume is disassembled, he just loses every bit of personality that makes him Spider-Man.

Peter slides the mask on again, tugging the flexible fabric past his nose and pulling it over his lips and down under his chin. It's like a reverse filter on his mouth - it breaks up the awkward personality that clots good ol' Parker's speech and lets him say whatever's on his mind without fear. Confidence comes from it, like liquid, fluid steel that cloaks his clumsy movements in sterling grace.

Spider-Man leaps off the rooftop, whooping as he falls, and heads for home.

Five months now since he was bitten.

Peter's ready to drop.

It's almost third block, in the intermission between classes. He should be heading to AP Calculus BC, but he finds himself resting his flaming forehead against the cool metal of the locker door instead. Last night was a bad night -- he was out until four thirty-five a.m., and even when he got home and tried to sleep, half-lucid nightmares kept him awake.

His sleep cycle has been off-kilter ever since the bite, and he's ninety-nine-point-nine percent sure that it's got something to do with whole altered-genetics shtick. Maybe the species of spider that bit him was nocturnal? He wouldn't rule it out - the Oscorp spider enclosure room (he shudders when he remembers the sensation of tiny squirming bodies and spindly legs dropping on his hair and clothes and skin - ) had been nice and dark and quiet.

Whatever the case, his new norm is feeling exhausted all day and his mind continuously slipping into auto-pilot, even if he drinks four cups of coffee (poor bewildered Aunt May keeps wondering who's using up all of the instant coffee) . His after-school schedule is to feast on refrigerated leftovers (really, he didn't eat that much before the bite) and then faceplant on his bed and sleep (pass out) until dusk. Like clockwork, when seven rolls around, he's up and awake enough to function. Then it's dinnertime (yay more food!), and then waiting for Aunt May to leave him alone long enough so that he can slip out of his window and go do his crimefighter thing. (Homework usually gets done on top of some building overlooking Midtown Science High the next morning. Turns out web-slinging his way to school is much faster than taking a bus, and it saves money in the long run.)

"Peter?"

Peter rolls his head to the side, peeling his forehead from the locker as he squints. His vision is perfect - okay, well maybe a billion times beyond perfect because even from thirty feet away he can easily see every pore on Gwen's lovely face, see the stratus of different colors streaking through her irises like slivers of radial gems - but it feels like there are crusties clogging his tear ducts, even though he's swiped at them with his thumbs like six times already. He fleetingly thinks of his nice warm bed and suppresses a yearning sigh.

"Hey," he says, smiling weakly, and (only faltering for a second!) gently clasps her smaller, delicate (breakable) hand in his larger one when she's close enough.

Her eyes are tired and puffy and red - she's cried herself to sleep again, maybe even shed a few tears this very morning. An immense cavern gnaws at Peter's chest, a kind of guilt so clingy and suffocating that it gets caught in his throat and makes it hard to speak sometimes. He's the reason why his girlfriend sobs alone in her room every night, because he wasn't fast or strong enough to save Captain Stacy or Ben Parker and really why does she even bother with him -

"Hey, don't zone out on me again," she chides, placing a hand briefly on the side of his face. The black cloud lifts slightly, temporary stitching over the black hole sucking away all of his joy and hope.

"Sorry," he mutters, but he's truthfully not sorry at all, because her hand is warm and soft and comforting. He nuzzles it with his cheek, smiling widely, the quirky warm smile that he knows she loves. Something tender flits over her face, making her more beautiful than she already is, but she lightly tugs her hand out of his after a long, comfortable moment.

"No PDA," she chides, adopting a stern countenance, spine ramrod straight and books pressed tightly to her chest. Peter laughs, shaking his head and takes her bookbag for her, slinging it over his own shoulder and walking a bit behind her so that he can admire the way the sun from the courtyard windows shines through and ignites her daisy-blonde hair.

The next second, his vision fogs as his mind slips into auto-pilot, his feet following their usual track through the hallways. He blinks slowly.

"All right, I'll see you later," Gwen says, darting in real quick to brush her lips against his cheek (he's distracted by their softness just for a moment) but he's very preoccupied with the sudden swell of chatter around him, and, well, with the fact that he's outside, when a moment ago he had been on his way to Math class, and now he's outside. Outside. The sun has seemingly teleported across the sky, afternoon shadows painting black shadows on the ground.

What?

He doesn't remember walking out of the school, or even going through the rest of the day. He checks the cheap digital watch hanging onto his wrist by frayed faux leather straps (an old, old present from Uncle Ben) and runs a hand through wild brown hair in confusion. 2:33 p.m.

School apparently let out thirteen minutes ago.

"Hey - Gwen - " he catches her sleeve, panicking just a little bit as his science-fiction mind starts jumping through hoops. She stops, turns and looks at him in confusion.

"Yeah?"

"Um - " he stutters, realizing that there's really no way to ask, "Hey where have I been all day and did I act strange or anything because I don't remember the last few hours of my life?" without sounding like a crazed lunatic. She stares questioningly, one thin eyebrow arched in waiting.

His mouth closes. A brooding sadness lances through his heart, and he realizes that even in all his years of bullies and not making friends, he's never felt more alone than he does right at that moment, standing in a sea of students, unseen, and unable to talk to his girlfriend about his problems because she honestly won't understand them and he doesn't understand them himself and he doesn't want to scare her anyway -

He lets go of her sleeve. "Be careful, okay? Walking home, yeah?" he says uselessly, a forced upturn of the lips masking the despondence.

Gwen sees it anyway. That's probably one of the things he likes - no, loves - and is simultaneously disturbed the most about her. His awkward emotional defenses are nothing but sheets of wet paper to her gentle smile and sharp mind.

She kisses him again, on the lips this time. It feels to Peter like he was just leaning in to kiss her moments ago in the hallway (not that he's complaining about kissing her often but this whole situation is crazy.) "Me be safe?" She laughs softly between butterfly-light presses as she moves her head to capture the right angle. "Yeah, okay, hypocrite. Call me if you need help. And don't fade out on me again! It's like your head was in the clouds all day!"

"You know it," he huffs, pulling her in for one last quick peck before saying goodbye.

As soon as she leaves, the fears come rushing back in like a rebounding tidal wave frothing inside a small walled in perimeter.

His heart slams against his ribcage, his blood rushing through his ears, and being quite honest, he's afraid. Genetic mutation is still too vast of a subject to possess valid research information. This isn't a problem he can look up on Google or find in the index of his health textbook.

There's something wrong with him.

And he's on his own.

The thought is terrifying.

AN: You. Yes, you. You seem confused. Maybe it's because you didn't read the actual introductory author's note, hmm? (Do the scroll of shame and go back up there and READ it, you lazy twad.)

Poor Peter Parker. No parents, no friends, no uncle, all alo-

ahem. I'll shut up now.

Review please. Reviews feed Tony Stark's future snark.