Gwen isn't in her apartment anymore when she wakes up, the wonderful familiarity of her home having been ripped away from her too soon. She'd just finally gotten home, why did they have to take her away? And for that matter, who had taken her out of her apartment in the first place? She can hear the rhythmic beeping of a heart monitor, feeling somewhat comforted by the fact that it sounded stable. The last thing she could remember was calling her father, but everything was a blur after the call.

She guesses that her father must've picked her up and rushed her to the hospital, but when she looks to her right to glance at the person by her bedside, it isn't him that's sitting beside her.

"Hey." Peter's signature smirk is spread across his features, the gesture succeeding at putting her more at ease. He always had a knack for that, having the ability to make her feel calm in the most dire situations.

"Are you...actually here right now?" Her own voice sounds hoarse and strained with effort.

"Yep, it's not just a mirage. It's me, in the flesh."

The smile drops from his face when he takes in her appearance. Gwen can assume from the look of worry in his eyes that she must look as bad as she feels. She may have regained consciousness, but she wasn't feeling much better than she had right before passing out at her apartment.

"The doctors said it would take you a few weeks to recover, not a few days." She says.

"Well I guess they miscalculated, but I don't blame them. I'm somewhat of a scientific anomaly."

"Yeah, that's one way to put it."

She smiles at him, wishing she could express how relieved she is to see him, but still feeling too weak to articulate much of anything. "It's so good to see you Peter. We were all so worried."

"From the way it sounds, I haven't been the only one getting into trouble lately." His tone is the same relaxed, easy going cadence that Gwen had gotten used to, but his eyes told her a different story. They told her that Peter wasn't pleased with the fact that she'd put herself in danger.

"I went to Oscorp to get my dad out, and I did. Now I'm here, and I'm okay too. You can argue with my methods all you want, but I always get results." She moves herself to a sitting position on the hospital bed, somewhat straining with the effort, but hoping that Peter won't notice it.

"You look pretty far from okay to me. What happened to you?"

She grabs the hand of his that's resting next to hers on the bed, noticing that her right hand is wrapped in a gauze bandage, most likely being treated by an antibacterial solution.

"I've been bitten."

He gives her hand a small squeeze in response, careful not to disturb the bandage.

"So have I."

"Peter, I'm serious." She extracts her right hand from his to display the damage. "I was bitten by a spider...from Oscorp."

Peter's laid-back demeanor suddenly evaporates as he comprehends her words, his features contorting into a grave expression.

"A spider is what did this to you?"

"Is it normal for me to feel this terrible? Was it anything like this for you when you...changed?"

Changed. Gwen was changing. During the tour of Oscorp he'd crashed, he remembers how many spiders he'd seen. There were so many that he wasn't even able to count them all. He highly doubted it that only one had escaped that section of the lab, there could have been several more clinging to him on his way out of the tower. He has to internally scold himself for his carelessness, not only stealing a badge to crash the tour, but potentially exposing others to the genetically altered spider venom that had transformed him.

"The change was slow and quick all at once. All these new abilities started hitting me one by one like a tidal wave, and I had no idea how to control any of them. I was sticking to things, breaking things, it was a mess. That being said, I don't remember going through anything like this."

He takes in Gwen's appearance now. Her skin was sickeningly pale, which stood out in contrast against the dark circles under her eyes. Her bangs hung limp against her forehead, dampened by the perspiration there. She'd looked even worse when her father had brought her in.

When Peter saw Gwen for the first time since he'd woken up, he'd thought she was dead.

Aunt May was there when he woke up, and she'd told him everything.

Peter had actually been about to run out of the hospital to get her back from the tower when he heard that Captain Stacy had brought her in.

There was no guarantee that this venom would have the same effect on Gwen that it had on him. Her run-down appearance was already a testament to that. What if it didn't change her the way it changed him?

But what if it did? What would become of their lives if she was capable of the same things that he was? Of course she'd feel like she had a moral obligation to use her abilities to help people, it was who she was. But could he handle the worry of having her risk her life on a regular basis? He supposes this is exactly how she'd felt, to an extent.

It seemed as if the tables were about to turn.

Gwen decides to resume her position of laying down and rests her head flat against the pillow, his words doing nothing to comfort her. She felt worse than when she'd had the most intense case of the flu in her life, her skin felt like it was on fire, and she was sure that it was probably hot to the touch.

Peter looks at her with concern, obviously being able to sense her distress. "Your body is probably fighting against the venom Gwen, but you can't."

"Yeah? Well tell that to my body. It feels like it gave up the fight a long time ago." Her tone is flat, she was too weak to even summon any sarcasm.

He leans in closer so that their faces are only inches apart, the hand that had been holding hers is now pressed gently against her cheek.

"You'll get through this Gwen, I know you will. You just have to hold on."

"I feel like it's taking everything from me, not making me stronger."

"Sometimes things get worse before they get better."

He removes his hand from her face, deciding to resume holding her hand again, and she's grateful for the contact after being deprived of it recently. He traces slow circles against the back of her wrist with his thumb, the gesture so comforting that it nearly lulls her to sleep. They stay like this for a while, soaking up the tranquility of being in each other's presence again.

His voice breaks her out of her blissful haze.

"Did he hurt you?"

His question blindsides her, but she knows it's completely relevant. She knew that the mention of her former mentor would be inevitable, she just didn't expect that she'd have to discuss the topic so soon. It was something she would've preferred to put off as long as possible. She debates on inquiring about who exactly Peter was referring to, but decides that pleading ignorance wouldn't do her any good.

"No."

She'd answer any questions regarding Doctor Connors with honesty, but wouldn't divulge on any topics that she wasn't asked about directly. They were lies by omission, but she would tell Peter anything he wanted to know. She has no idea how to go about telling him the other things that went on in those few days, some of these events being things that he'd never want to know about.

"Are you sure? You were at Oscorp for almost three days, and you look pretty rough."

"I was bitten by a spider, it was an accident. He didn't poison me."

She conveniently leaves out the part where Doctor Connors injected her with the reptilian serum in order to repair the damage in her right hand, something that she knows wouldn't bode well with him. Connors' intentions may have been honorable, but Peter surely wouldn't see it that way.

For a moment she's sure he's going to continue to press her for more information, but he thankfully holds off on it. She knows that she'll have to prepare for the inevitable moment when he questions her about it again, surely her vague answers have only been enough to placate him temporarily. He'd want to know the full story, and she owed it to him to tell him the complete truth.

When she would end up telling him, was a different matter altogether.

"The next time you feel like rushing into danger, maybe you could run it by me next time." He says, finally breaking the silence that had settled between them.

"Technically I did, but you were unconscious at the time, so I could see how that might not count."

Peter laughs, slipping back into his carefree demeanor, and she's glad for it. She didn't want to be the cause of any more stress in his life, he already had enough on his shoulders without having to worry about her.

"Really, you think?"

"Don't patronize me when I'm too exhausted to come up with a witty comeback."

"Alright, I guess I could hold off on giving you shit until you're out of the hospital."

"Good to know that I have something to look forward to." She says, returning his warm smile.

A smile that she doesn't deserve. She doesn't feel like she deserves any part of him anymore, but she still soaks up the warmth of his presence anyway.

Soon. Soon she would tell him everything, she had to.

There's a tentative knock on the door, and Peter drops her hand and rises quickly to his feet in a way that's almost comical. Gwen guesses that he'd assumed her father had come back.

"Come in." She says while trying to suppress her laughter.

It isn't her father though, but instead MJ that steps through the doorway to her room.

"Sorry to interrupt. I heard that she was awake." MJ only acknowledges Peter, not having so much as made eye contact with Gwen yet.

"No, no. It's totally fine. If you two wanted to talk for a bit, I was just heading out to give Aunt May an update."

Peter leans in to kiss Gwen's forehead. "I'll be back soon."

He leaves the room, closing the door behind him on his way out.

And then it's just Gwen and MJ.

Gwen didn't know where to begin.

MJ makes her way over to the chair next to the bed that Peter had previously occupied, her demeanor seeming almost nervous.

"What's that?" MJ's voice sounds as tired as Gwen feels.

Gwen lifts her right hand, assuming that MJ had been referring to her spider bite.

"A little mishap with a spider, nothing major though."

Nothing major yet.

"I'm not talking about your hand, I'm talking about that thing on your neck."

All at once, realization floods Gwen's senses and she feels as though her heart is in her throat. Shame and guilt were new emotions for her, but over the past twenty-four hours she'd become all too familiar with them. It was one thing to have committed the act, but another thing entirely to have evidence of it covering her body. She could only hope that Peter hadn't seen it too.

My stench is all over you now.

"That wasn't there when I saw you on Saturday." MJ says with too much awareness. As if her past perception of her best friend had been completely shattered.

She wouldn't lie to MJ, not again.

"MJ, things happened at Oscorp…"

"What kind of things?" MJ is both angry and distraught, as if she'd just learned a horrible truth she'd be better off not knowing.

"It's a long story…"

"I've got time, tell me everything."

So Gwen starts from the beginning. From the moment she'd said goodbye to May, Harry, and MJ at the hospital, to the confrontation that she and Doctor Connors had just had at her apartment that morning, leaving out no detail of the events that took place in between. The only thing that she omits from her story is the part where she'd offered to help Doctor Connors make adjustments to the serum, his earlier warnings about Oscorp and the consequences of working with the decay rate algorithm being enough for her to tread on the side of caution.

While MJ had held almost constant eye contact with her throughout the story, by the end of it she can only stare down at her hands in her lap.

They don't speak for awhile, MJ taking some time to absorb everything that Gwen had just told her.

"So you...tried to get away from him, after he tried to...initiate things with you." It was as if MJ were saying it out loud to herself as much as she was to Gwen, like she was trying to wrap her mind around it all.

"Yes."

"And after he brought you back to Oscorp, you two...slept together." Even with the door closed, it was obvious that MJ was trying to keep her voice down.

"Yeah."

MJ looks up at her then, green eyes locking onto Gwen's.

"Did he threaten you?"

"No."

"Were you afraid of him, is that why you slept with him? Were you afraid of what he'd do if you didn't?"

The question takes her off guard, and she can't believe she was capable of feeling sicker than she already had before.

"No! Of course not. It wasn't like that."

"Then why did you do it?"

"Because I wanted to."

It was the single most selfish and shameless answer she could've given MJ, but it also happened to be the truth.

"He kidnapped you, and you had sex with him. You know how that sounds, right?"

"He didn't kidnap me, I went to Oscorp on my own."

"And then he proceeded to drag you back when you tried to leave."

"That's not the same...I -"

"Don't try to justify the things he's done, not again. You said you were done protecting him, and yet you still are. He took advantage of you Gwen. He made you trade yourself for your father. How is that someone worth defending?"

"It wasn't like that."

"Really? Because to me it sounds exactly like that." MJ had never raised her voice at her before, Gwen realizes that the two of them had never even been in a fight before.

The two of them settle into silence again for a while, the subject matter of their conversation being so bizarre that Gwen felt as if she were having an out of body experience. The pieces that held together her formal life were beginning to shatter right in front of her.

Just then she can feel MJ grab hold of her hand, her grip urgent and desperate in contrast to Peter's gentle one. MJ's eyes are boring into hers again, this time filled with an intensity that Gwen had never seen from her before.

"I won't let this break us. Whatever happened at the tower, no matter how insane, it wasn't your fault."

"I could've stopped it MJ, I could've done a lot of things differently. I played a part in this too."

"When I saw you on Saturday morning, when you said that you'd take care of yourself. Somehow I knew that you weren't telling the truth. I knew that something was off, but I was hoping that maybe I was just paranoid."

"I'm sorry MJ, for everything."

"I'm just...glad that you're okay. I'm too relieved to be mad right now."

In spite of the feeling of solace that washes over her, Gwen once again feels the strings of guilt tugging at her conscience. She'd also left out the bit about the spider that had bitten her in her apartment. Just when she'd thought that she was putting everything out in the open, more secrets were still in the process of building up. Even though she's just bared her soul to MJ, Gwen didn't know what to do with this latest secret. There was no telling how the spider venom would affect her, no telling if her results would be the same as Peter's. After his fall from the tower, the whole world knew who Peter really was. She knows that she has to keep things quiet, at least until she has more information on what was happening to her.

"You should be angry. I lied to you."

"Can I be angry and relieved at the same time?"

"Of course you can."

MJ leans toward Gwen to wrap her arms around her, enveloping her in a warm embrace which Gwen returns.

After a moment, MJ attempts to extract herself from the hug, but something unusual prevents her from doing so.

A large section of MJ's vibrant red hair seems to have sealed itself to Gwen's hand. The two of them pause to stare at the hand in complete bafflement.

"Um, Gwen?"

She doesn't know what to say. Peter had warned her of this possibility, but Gwen didn't think that these abilities would manifest so soon.

"Uh, sorry I'm not - doing this on purpose."

"What's happening exactly?"

"I...think I owe you another explanation."

So much for keeping quiet.

"Seriously Gwen? You can let go now."

"I would, but I'm not holding on…"

"This isn't funny anymore…"

"I completely agree with you."

MJ makes the mistake of standing up abruptly and jerking herself away from Gwen, the sound of hair separating being the loudest noise in the room. The sound was so aggressive that Gwen could only pray that the hair hadn't been taken out at the root. She's relieved to see that there's no evidence of it against MJ's scalp, the hair seems to have separated from the bottom.

MJ can only stare at Gwen with a combination of curiosity and shock, her eyes focused intently on Gwen's hand that currently contains a large tuft of her hair, unmoved as if it was super glued in place.

"So...about that explanation," MJ says.

"You might want to be sitting down for this."

Another unnerving subway ride later, Connors decided to make his way back to Oscorp for one final detour. He knows that he had to get out of plain sight fast, but he had to return to the tower for his notes and research on the serum before going into hiding.

Gwen had been right, all of this shouldn't have been for nothing.

He can sense that something is amiss the moment he enters the tower, but chooses to push the thought aside. He had to move quickly, and there was no time for hesitation. He quickly makes his way up to the DNA laboratory, making a beeline for his old office where all of his research notes pertaining to the reptilian serum were kept.

You're not alone. The Lizard chimes in, clearly deciding to end the short break he'd given Connors.

I know I'm not alone, because you're always bloody here!

Connors knows deep down that that wasn't what the Lizard was referring to. He pauses in the middle of the lab, becoming reacquainted with the silence that enveloped every room in the building. It wasn't the same natural silence that he'd become accustomed to, but instead a more deliberate, artificial silence. He was being lulled into a false sense of security before an ambush, and whoever was targeting him was doing a masterful job at concealing themselves.

"Show yourself!" The silence in the lab was so palpable that his voice carried an intense echo when he finally broke it.

And show themselves they did. It wasn't just one person, but several, about eight of them to be exact. All clad in black from head to toe, including their faces that were covered by masks. All of them were in possession of holsters that held a wide variety of weapons, things that they obviously intended for him if he chose to put up a fight.

While on the serum, this wouldn't be a problem.

But he doesn't have the serum. Connors was just a scientist who had barely been in a physical altercation before he'd turned into the Lizard, and from their appearances these men had seen their share of combat and wouldn't hesitate to put him down if their orders had directed them to do so.

One of the men steps forward, his appearance automatically setting him apart from the others. For starters, he didn't wear a mask like the other men on this team, signifying to Connors that he had no fear of being seen. An amused smirk is spread across his features, his demeanor exuding control.

"I've gotta say Doc, you're not what we'd pictured. You've been branded a security risk, but you don't look like much to me."

His voice was patronizing, condescending. Even if he'd been given orders from someone higher on the chain of command, Connors could tell that this man didn't consider him a threat at all.

"Who are you?"

A foolish question. Whatever organization this man worked for surely didn't disclose their identities.

"Brock Rumlow. I'm here to bring you in."

Connors was almost astonished that Rumlow would be arrogant enough to disclose his name to him. Then again, why would he bother to hide it?

A lion didn't bother to hide itself from a sheep.

You don't have to go quietly. Not without a fight.

Connors knows that he doesn't stand a chance. The odds are stacked astronomically against him, and he can only take solace in the fact that Rumlow's team was tasked with bringing him in instead of taking him out.

I'll let them kill me before I allow them to put me in a cage.

The Lizard clearly doesn't seem to share Connors' unrelenting survival instinct. The voice in his head seemed to still be operating under the delusion that they could somehow come out of this on top.

"Bring me in where exactly?"

"You'll find out soon enough."

"I suppose you expect me to go quietly?"

Rumlow raises an eyebrow, his ever present smirk never leaving his face. "I'd be disappointed if you did."

Connors isn't sure what happens in that moment, the moment where he starts stepping forward and advancing on Rumlow. He sees the faceless men on his team raising their weapons in his direction, but pays them no concern. Rumlow raises a hand as if to halt their fire, evidently not wanting them involved. He didn't want their assistance, he wanted to face Connors on his own.

If it was a fight he wanted, Connors was more than happy to oblige him.

He wasn't in his Lizard form, but the remnants of the serum still surged through his veins, and that would have to be enough.

Connors' body seems to be moving forward of its own accord, as if possessed by the Lizard himself. His right hand reaches out in a swiping motion with its claws extended, hoping to snag one of the delicate arteries in Rumlow's neck.

Rumlow is far quicker on his feet and deflects the blow easily, swiping Connors' hand out of the way as if it were muscle memory, and it likely was.

Connors may have had the advantage of strength on his side thanks to the serum, but Rumlow had the far superior advantage of skill.

Rumlow catches Connors' right arm in the process of dodging his attack, using the momentum to flip Connors in the opposite direction. He feels an electrical current surge through his body, obviously one of the many weapons Rumlow possessed in his arsenal. The shock brings him to his knees, never allowing a moment to recover when he feels Rumlow's boot digging sharply into his back, effectively knocking Connors flat on the floor.

Connors' vision begins to blur, and he can feel his consciousness slowly slipping away from him, his only awareness being of Rumlow's boot firmly planted between his shoulder blades.

"I've gotta say Doc, I'm a bit disappointed. Here I am with an entire team, and I could've taken you down myself. Not so tough without your serum, are you?"

Connors says nothing, suddenly realizing that Rumlow hasn't released his arm yet, still holding it firmly in his grip.

"Here I thought you were a monster, but you're just a man. A weak, pathetic man."

Connors knew the type of man that Rumlow was. A sadist to the core, the type of person who only gained gratification by causing pain. It was why he was good at what he did, why his superiors had chosen him for this mission.

"It's always different depending on the person. What it takes to break them, how much it takes. But at the end of the day, they all have one thing in common."

You may have won for now, but I know your name Brock Rumlow, and it isn't one that I'll soon forget.

"They always break, in the end."

Rumlow proceeds to drive his fist into the weak point of Connors' arm, the sound of the bone breaking nearly worse than the pain that follows it. His agonized cry echoes off the walls of the lab, his voice so pained that he hardly recognizes it as his own. He remembers the day that Gwen had driven her fist full force into his jaw, and how the action had no effect on him at all. The physical benefits of the serum were wearing off, it was only a matter of time before his right arm ceased to exist. The decay was finally setting in.

Rumlow grimaces at the scale clad limb in question. "This is a nastly looking thing, you ever considered a prosthetic? Could've saved yourself from all the shit you've gotten into."

I did get myself into this, didn't I? I have no one else to blame but myself.

With the combination of the electric shock and the painful injury sustained in his right arm, Connors gives in to the sweet embrace of unconsciousness. He was finally free of the pain.

At least for a short time.

Connors wakes up in an unfamiliar room. His first thought is that the pain has thankfully left his right arm, which is mostly due to the fact that the arm was no longer there.

His second thought was that this room was far too bright to be a police interrogation room. The floor and the ceiling were both a blinding shade of white, serving to give the room a surreal, otherworldly quality. It only lent itself to the theory that perhaps this was all a dream.

Or perhaps he was dead.

He'd woken up with his head resting against a table that his left hand was hand-cuffed to, moving himself into an upright sitting position in the chair he was in.

He's almost alarmed to discover a man sitting directly across from him, observing him with mild interest.

The man wore a suit and large glasses with thin frames, his hands were folded on the table, and Connors noticed a manilla folder in front of him.

"How long have you been sitting there?" Connors inquires, slightly disturbed by the man's unnerving presence.

"The whole time you've been sleeping. You snore." His tone is dry and devoid of any humor, so Connors can't figure out if he's just attempted a joke.

"That's...unsettling."

"You've developed quite a reputation recently Doctor Connors. So much so that you managed to make it onto S.H.I.E.L.D.'s radar."

"What's S.H.I.E.L.D. exactly?"

"An organization devoted to snuffing out international security threats, like yourself."

Connors feels that there's far more to this organization, but decides to be content with his answer for now.

"I'm Agent Sitwell. I've read your file, so I've gotten acquainted with all the various experiments you've been up to. Specifically the ones intended to aid in the recovery of Norman Osborn."

"You want my formula."

"It isn't technically your formula though, is it? Your former partner Richard Parker was the one who came up with it, you were just lucky enough to stumble upon it years later."

"So which is it? Did you apprehend me because I'm a threat to the public, or is that your excuse for interrogating me for information regarding the decay rate algorithm?"

"We already know all about the decay rate algorithm Doctor Connors, and I'm not here to get information out of you."

"Then what do you want from me?"

"To give you a second chance."

Connors scoffs. "What makes you think I want one?"

"You're a good man, but you've made mistakes. Things that I'd guess you're having a hard time reconciling with yourself. You didn't set out to do those things, but you can't undo them. You know that the life you knew can't be yours anymore, but that doesn't mean that you have to spend your life running or behind bars."

"You're saying there's a third option?"

"Work for us, at S.H.I.E.L.D. We could use someone like you. You're at the top of your field, and we can give you access to facilities that Oscorp could only dream of."

Connors doesn't know what to say. He'd be lying if he said that the offer wasn't tempting, in spite of how shrouded in secrecy everything seemed to be. He knew nothing of Sitwell and the organization he worked for. Connors wasn't about to sign his life away to an entity he knew next to nothing about.

"You want to keep me under your control to prevent any future mishaps then? I suppose being kept on a tight leash is preferable to being kept in a cage."

"This isn't just your best option Doctor Connors, it's your only option."

"I suppose I'm not really in any position to bargain, am I?" He lifts his left hand for emphasis, drawing attention to the cuffs that were securely attached to the table.

Sitwell takes a pause to briefly fix him with a calculating stare, before standing up from his chair and moving to exit the room. "You'll have to excuse me, but there's someone here who would like a word with you."

Connors would allow himself to be gripped by fear if it wasn't for the fact that he felt that he deserved whatever was coming to him. Who would Sitwell send in next? Another fellow agent? Would he send in Rumlow to have a second go at him?

He sits in silence for an amount of time that was impossible to estimate. There was no clock on the wall, no manner of decor at all for that matter. The room was as vague and mysterious as the organization that currently held him prisoner.

He hears the door to the room open, lifting his head to view the occupant and likely his newest interrogator.

What he sees is entirely unexpected, so much so that he feels as if he's forgotten to breathe.

"Hello Curt. You're looking well."

Connors locks eyes with his long lost research partner and friend, the supposedly dead but very much alive Richard Parker.

A/N: So I decided to rework a lot of the events from The Amazing Spider-Man 2. Most notably, the death of Peter's parents. I hope you guys enjoyed the chapter, reviews and feedback are always much appreciated!