a/n: i'm a marvel fan. and i really enjoyed this movie. so here, have some angst. (ps i swear i'm working on my other story.)

please read and review :)

He wonders if Captain Stacy knows it kills him to say yes. To dip his head and agree. Wonders if the man knows it's the hardest thing he's ever done, that simple, mechanical action, just—

Nod. Up. Down. There's a boy.

"Yes." He croaks. The word scratches and burns and claws its way up his throat. He has to force it past his tongue, over his teeth, through his lips. It tastes like acid, bitter and acrid; it tastes like loneliness, thick and heavy. The next words are razor blades. "I promise." Because a promise is a promise, yes, be moral, Peter, do the right thing, Peter, make a promise to the dying man, Peter—

Stacy nods, once, barely perceptible, eyes falling shut, chest stopping its shattered heaving. Then everything stills.

(Do the right thing, Peter.)

The blood is dotting red through the Kevlar vest and he hears the police captain saying I have this, go, I have this, and then the roar of the lizard, but then Connors saved him, so who does he hate, who can he hate—

The man who killed the captain or the man who took away his one chance at happiness?

He screams. He screams until he is out of breath and is fighting for air, then he gulps and screams again. And again. Once more.

(There's a good boy, Peter.)

Selfishly he thinks that the man couldn't just die, could he? No, he had to go out with a prophetic jab at his own morality, a reminder that everyone close to him was now a target. Heaven forbid he have friends. Heaven forbid he love anyone. The city needs you but you can't put my daughter in danger.

Stacy might as well have slapped him with a sign that read: do not approach or befriend the wild animal, hazardous to health.

(Get used to being alone, Peter.)

He stands, slowly, leg smarting, eyes watering, life tearing and ripping at the seams. He limps over to the edge of the Oscorp building and looks down, blue cloud of antidote pawing at the night sky and bathing everything in an unearthly glow. The roads are clogged and the dark air is filled with shouts and screams and as far as he can see: an ocean of lights.

There is a city full of people beneath him, and he has never felt so alone.

He tells himself he won't attend the funeral because Stacy's death was his fault. He tells himself this when he wakes up in the morning to the crushing feeling sitting on his chest and the empty screams of the night echoing in his head. He tells himself this when Aunt May asks if he's going. Tells himself this and says—

"I don't know her well enough."

And she looks at him with her sad eyes, grief still clinging stubbornly to the lines there, grief for him and Uncle Ben and even this Stacy person that she heard about but never met—looks at him and: "But she goes to your school, doesn't she?"

"I don't feel well, Aunt May. I think I'm gonna to go back to bed."

He climbs the stairs, gravity working against him, like it so often does. He tells himself he won't go to the funeral because Stacy's death was his fault but as he falls into his pillow and dreams, dreams of beautiful nothing, he realizes that he doesn't want to go because going will put him in close contact with Gwen, which will remind him of the mechanical nod on the top of the Oscorp building, which will remind him of all the things he cannot have.

The faint echo of Uncle Ben in his ears as he sits on top of the church. Beneath him is a sea of black, umbrellas and clothes and shoes. Practically the whole city for one man. By now his anger is fading, changing, morphing into a deep sort of melancholy that hangs around him night and day, that attracts the dark-seated, slate-gray clouds of the weather above him, that starts the rain that bathes the people below. He watches her go in and he watches her come out, but all behind one of the spires of the cathedral. Hidden. Isolated.

(Good boy, Peter.)

Everybody dies. The sooner people get used to that the better.

He stands at the top of the stairs and looks out the window below for a long, long time. He knows he is making her wait in the rain, but he likes it here. Likes the shadow. Likes the way that he can look, even if he can't touch, even if her eyes are puffy with sadness and face wet with tears and he cannot do anything about it—

Words, actions, like iron manacles, and he's been avoiding this confrontation since he said, "Yes, I promise," and sold his soul to the devil.

He pads down to the ground floor and opens the door, but slowly, limbs weighted with the knowledge of what he has to do. (Because deep down he knows Stacy was right to make him promise on the Oscrop building, because deep down he knows he attracts danger like honey attracts flies, and here he is, pulling Gwen closer, closer, like a whirlpool, like a deathpool, like, like, like—)

"Hi." He mumbles, low and soft and stuttering. She stares for a long moment.

"You weren't at the funeral."

"I—" I was, I watched you from above, I saw you look up, but I hid, behind the spire, because—"I couldn't. I just. I don't—"

"You know," she cuts him off, "the whole school was there. My teachers were there. Even—even Flash showed up." She lets out a bitter laugh, caustic. All he can think is the gap between them is two feet and growing. All he can think is why don't you blame me for everything. "They—they made speeches. Shot off guns. It was kind of a big event."

She's about to cry. It glitters on the edges of her eyes. His vision blurs. Everything's fuzzy, outlines blending into the rain. He wants to say something important, something good, but all he manages is: "I can't."

That night on the Oscorp Tower, the words that scalded and burned like acid—those were nothing compared to this. I can't, and his world shatters, a million pieces, bursting with the incredulity in her eyes and broken beyond repair.

I can't—

I can't—

I can't.

"You can't what?" Gwen teeters on the top step. Push, fall, break.

"I can't do—this. Anymore."

"This." She repeats, and then the tears do come, and he feels the cool rain-tossed air buffet him from the front and the warm inviting stuff of the house behind and he is no longer angry, just incredibly, immensely something else, something less acerbic—"You can't do this." Nod slowly, look away, agree, you mechanical, automaton of a man.

She twirls on the step, opening her umbrella, black like the day of the funeral, mourning the death of something else.

(Do the right thing, Peter.)

He watches her go and the pain crushes him, so that he wants to curl into a little ball and never move, because the one thing, the one thing—

"He made you promise to stay away from me, didn't he?" She says, abruptly, turning to look at him, jerking him from his self-pity, and he's caught off guard—what does he say, how does he say it, does he break it, now, does he care, but there is Stacy's ghost hanging over his head and Uncle Ben's by his elbow and both are staring sternly, watching hopefully, looming angrily, so he says nothing, she says nothing, and then—

please don't leave like everyone else

She is gone, down the street.

He turns into the house.

"Who was that girl?" Aunt May please be quiet, Aunt May, please be—

"Just a girl from school."

"She's pretty—are you going to ask her out?"

"I can't."

Aunt May steps closer to him. The rain pounds on the front porch, sounding of empty, broken promises. "What do you mean you can't, Peter?" She sounds appalled. "What a silly thing to say! Of course you can!"

"No, I really just—can't." He turns away. "I'm no good for her."

"Well, whoever told you that? You just send them to me, all right? Don't let anyone ever say you aren't good enough."

(Be a good boy, Peter.)

He listens to Uncle Ben's voicemail and he roams the streets and sometimes, if the mood strikes him, he'll stop a robbery or a car jacking or a mugging. Mostly he wanders. Wanderlust. He has it. He can't stay at home or at school and he's always late and his grades are slipping to the Bs that would have killed his uncle—

He flinches.

Bad choice of words.

The night is cold and his hood is up. He likes it, shutting his world off to everyone, everything, except him and the ground below his feet. Black, sooty ground. Dirty ground. In his mind: scenarios. Various ways he could apologize to her. Various ways this situation could play out. In some, he keeps his promise. In some, they are merely friends. He shakes her hand and she smiles, and he says it's ok to date Flash, really, he won't mind. He tells her that being friends is better. Tells her so forcefully he almost believes it himself. But those are the less satisfying ones, the ones that leave him aching—

In some, he kisses her senseless. In some, he holds her. In some, he makes her laugh. And, most importantly, in all he doesn't let anything bad happen to her.

Because he can do that, can't he? What's the point of being—of being this if he can't—

So his promise—

The mechanical nod—

The boys run past abruptly, jamming into his shoulders, jarring him from his thoughts. He looks up, following the sound of their laughter—

And sees a spider, elongated on the wall of the building.

(Do the right thing, Peter.)

(Be responsible, Peter.)

Stop being alone, Peter.

"Mr. Parker, how nice of you to join us. You're late, as per usual. At least we can count on that being consistent."

"I'm sorry, Miss Ritter, it won't happen again."

"Peter, don't make promises you can't keep."

He looks at Gwen and feels, for the first time since the incident on the tower, the promise of warmth in his chest. A flickering candle flame of hope, small but alight. He cocks a half-grin. Then:

"But those are the best kind."

And it's the easiest thing he's ever done.

(She falls and he catches her by the thread of a web, pulling her to safety, disaster averted, but then he realizes that she isn't breathing and his world falls apart, piece by piece, splitting, tearing, bursting, smashing to the ground, her lifeless eyes catching the pinpricks of stars in the night sky and staring at nothing over his shoulder and her hands cold and her lips parted and—

"I'm sorry, did I kill your girlfriend? Ha—ha, ha, ha!"

—the broken promise of before echoing like a death toll in his ears.)