Set in the new 2012 Amazing Spider-man movieverse. About one month after the film.

Special thanks to my beta geminigrl11, who is about as excited about the new Spider-Man as I am, and proved invaluable in getting this right.

A cookie for whoever spots the Ironman 2 reference!

I own nothing, reviews craved.

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Only One

"A famous man once said, there are only ten plots in all of literature. Well, I'm here to tell you he's wrong. There's only one: who am I?"

—Miss Ritter, Literature Professor, Midtown Science High School

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Packing up two decades worth of work was harder than even Gwen thought it would be. Doctor Connors, though being a highly organized scientist, had literally filled every corner, closet, shelf, and office on the 70th floor with the equipment, files and paraphernalia of his cross-species genetics research. With Connors in prison, the project was officially over, but it had taken more than a month for Gwen and her much reduced staff of interns to clear out the lab and its associated offices.

The three students standing before her were among the last of them. The rest had either been transferred to other floors, or moved to other internships altogether.

"Daniel, check with Doctor Horner, see when he wants the cryo equipment upstairs."

"Sure, Ms. Stacy," the tall blond replied formally, as he usually did. He moved to a nearby desk to use the phone.

"Sunil? How's your side coming?"

The young Indian transfer student from Information Technology High School in Long Island City poked his head out from under one of the desks in the computer processing section. "Almost finished. The drives have all been backed up. Doctor Sakamura is coming down this afternoon, though, I think he wants all these processors to use with his energy project."

"That's fine, Mr. Ratha can deal with that. Just make sure we're done with them before Sakamura gets here."

"Got it, Gwen."

She turned to the last person in the lab, the one who'd been trying his best to be completely invisible for the past three weeks. "Peter?"

Peter Parker turned to face her, eyes alternating awkwardly between her face and a spot on the desk behind her. "Y-yes?" He cleared his throat to cover his voice cracking.

Gwen suppressed a sigh. In the weeks since Peter's—Spider-Man's—showdown with the Lizard on top of OsCorp Tower, their relationship had been strained severely, and the responsibility lay directly on her dad and the promise he'd forced out of Peter before his death. It bothered her to feel like that, to want to blame her late father for anything, but he'd successfully sabotaged her bourgeoning relationship with Peter when he asked him to stay away from her.

Good intentions of not, her dad's actions had hurt them both. Aside from a few quiet comments and a lot of side glances, Peter seemed to be trying to honor his promise. Everything else had just been awkward and painful, and Peter seemed to be withdrawing into himself more each day.

Pointing to the wheeled cart stacked with crates and boxes, she motioned Peter forward. "This is the last of what's going to the storage vault…if you could take it down?"

Peter nodded with feigned enthusiasm, but it was obvious that he was mainly trying to avoid making direct eye contact with her. "Sure. I—I'll do that now."

Physical labor wasn't exactly the best use of Peter's impressive brain power, Gwen knew, but there was little else left to do that wasn't already being done, and Peter's recent…changes included incredible physical strength. He could move heavy boxes for hours without breaking a sweat.

Plus, an errand that kept him in the basement vault for a while might just be the opening she'd been looking for to corner him so they could talk.

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Peter still had his internship at OsCorp, but he wasn't sure for how much longer. With Doctor Connors in prison—and the cross-species project on hold indefinitely—most of the other students had been discharged. The other project leaders already had all the interns they needed or wanted.

He was fairly certain that he had only retained his job because of Gwen. She had been kept on as a senior intern, since she was good at wrangling students and knew the facility inside and out. Peter, along with a few others, had been allowed to stay mainly as gofers, and Gwen had been in charge of making that list.

It was probably temporary. There wasn't much equipment that required hands-on transportation from lab to lab in a highly-automated building like OsCorp Tower. Peter had already sent in an application for an internship at Stark Industries. Hammer Industries was closer to home, but they'd been downsizing a lot in the previous few years.

If nothing else came through, Nancy in the Photography Club had mentioned to him that the school would be in need of a new full-time photographer soon, as she was graduating.

Gwen hadn't spoken to him much, outside of work, not since her dad's funeral and their conversation in the rain on his front porch. It was killing Peter, but he tried to stay away from her as much as he could. He slipped occasionally, found himself making a stray comment to her in class or taking a little too long to let go when they handed things off at the lab. But, Captain Stacy had saved his life during the fight with the Lizard, and Peter owed it to him to honor his promise and stay away from Gwen.

He'd told Gwen that promises that couldn't be kept were the best kind, and he knew they were made to be broken…it was just very, very difficult in this case. He kept hearing Uncle Ben's voice in his head talking about responsibility and owning up, but he also heard Aunt May just as clearly, telling him to follow his heart.

God, if it were only that simple!

Peter shook his head and pushed the last crate onto the shelf of the basement storage vault. All of Connor's research was stored away, now, and with it most of the last links Peter had with his father's research, and maybe his only real answers about his…condition.

Being Spider-Man didn't scare him, not really. He wasn't like Doctor Connors. Peter could control his powers, most of the time, and got better at harnessing his abilities every day. For the most part, he enjoyed it. When he pulled that mask over his face, he felt freer than anytime in his entire life.

Still, it would be nice to be able to talk to someone about the biological changes he'd experienced. Aunt May wouldn't understand—or worse, would be horrified to know the whole truth. She already knew enough about where he went at night to worry about him, and Peter didn't want to add to that. Or risk knowing what her reaction would be.

Connors was about the only person in the world who would truly understand, and might be able to help guide him, but he was inaccessible. Even if Peter could get into the prison, the scientist was mentally unstable, and couldn't be trusted knowing too much about Spider-Man and what he could do.

A quiet voice startled Peter from his reverie. "You have another black eye. Can't you add Kevlar or something to that suit?"

Peter flinched at Gwen's voice, but tried to cover it. He turned and found her standing just inside the door to the storage room, watching him. It was odd that his hyper-acute senses hadn't warned him of her approach, but…maybe some part of him wanted her to get close and just hadn't told him.

He frowned at that troubling thought. The spider didn't need to have a mind of its own. That's how Connors had gotten in trouble. Peter buried the thought before it consumed his attention. There was no "spider," just him.

"Um…I— I might look into that when I get some money." He answered feebly, embarrassed even before the words completely left his mouth. Squeezing his eyes shut, he tried to smile. It was easier if he couldn't see her. "I didn't see you there."

He could hear her stepping closer, but was still surprised when her fingers brushed along his cheek, just below the bruises around his left eye. Please don't, he almost said, before biting his tongue to prevent saying anything. Instead, he opened his eyes and met hers. She was looking at the bruises, which took some of the pressure off of him.

"Convenience store robbery on 30th Avenue," he said lamely.

Gwen didn't say anything for a few moments, then slid her hand down his arm. She was standing in the perfect spot, preventing him from retreating out of the room. No doubt, she had planned it. "I tried to call you the other day. Your aunt told me you haven't been going straight home after you leave here."

Peter didn't answer. She continued. "And, I haven't seen you swinging around on TV in broad daylight, lately, so…?"

"I-I've been…practicing." Peter murmured. He'd been uncomfortable in his own skin for a long time, but never so much as the last few weeks when he was around Gwen. Knowing that it had been just the opposite with her before Captain Stacy's death only made him feel worse.

"Practicing?" she asked, just as quietly.

He nodded. "You know…seeing what I can do. There aren't any books about…this. No one I can talk to…well, anymore." In his mind he was actually thinking of Connors, but, maybe about her, too.

Gwen sighed, shifting slightly to his right but not giving him any avenue of escape. Short of crawling along the ceiling…and he did not just consider that a perfectly normal alternative. "Peter, listen. My dad is— He was very protective of us, of me. But, making you promise like that…it wasn't fair, Peter. To either of us."

But he had promised. That was the whole problem. Though, he was having trouble making an argument that he should keep a promise he hadn't wanted to make in the first place.

"Besides," Gwen continued. "How can you ask a teenager to keep a promise? All these raging hormones and conflicting emotions..."

Peter huffed a laugh at that.

Gwen didn't let up. "…growth spurts and biological changes…strange new powers…."

He laughed out loud at that. "Y-you don't play fair."

She grinned deviously. "No, I don't. Now, it's time to leave. Is Peter Parker going to let a girl walk home all by herself?"

Peter hesitated, then silently shook his head.

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Gwen didn't push much after that conversation, and he continued to escort her home after the shifts they shared together. Peter was glad for it. He was trying to come to terms with everything: Captain Stacy's last wishes, her wishes, his own. His uncle's words, his aunt's. So many things whipping around his brain in a cyclone, and it was all he could do most days to keep up with all of it.

For the moment, Gwen was content with him simply walking with her. Peter thought it would be awkward, but it was getting easier to talk to her. The nagging guilt was fading faster with each passing afternoon.

"So, where do you practice?" Gwen asked seemingly at random one day as they passed a delicatessen a few blocks from OsCorp Tower.

"What?"

She smiled patiently, the way she always seemed to around him. "You said you've been practicing."

Oh. That. He nodded, wondering why it was suddenly so hard to form a coherent answer. "I, um, I—there's a place. I-I found a place."

Gwen narrowed her eyes. "Let me guess. Some dank, dark back alley where you can beat up criminals and no one will see?"

Peter laughed. "No! No, nothing—nothing like that. Just a quiet place."

She stopped and looked up and down the street. The closest person was almost twenty feet away, but she still lowered her voice conspiratorially. "Can I see it?"

He started to laugh, but then the meaning of her words sank in and he was shaking his head. "Oh. No. No, no, no. That's— I—"

That was too far. The walks home, the conversations, the lunches and dinners were all one thing, but this— This was explicitly breaking his promise.

"Please?" Gwen whispered, staring up at him with wide eyes.

Oh, my God she's literally batting her eyelashes at me. Peter felt his resistance crumbling and he didn't even try to fight it, he just hung his head. "You don't play fair, Gwen."

She wrapped her hands around his right arm and held tight, forcing him to take the lead as they walked down the sidewalk. "Nope."

"You're gonna laugh at me," Peter muttered dejectedly.

"I promise I will not laugh at you." Gwen stated categorically. "Just like I don't laugh when you tell that physics joke."

Peter glared at her. "That joke is funny."

"Only to you, Peter."

He smirked as he turned to lead her down a side street. "You're mean. I don't know what I ever saw in you."

"Well, it is possible that you need your head examined. I keep telling you to see the school nurse."

"You might be right," he shot back, slowing to a stop as they reached a large iron grate in the sidewalk.

Gwen's expression shifted from playful to confused. "Uh, Peter? Why are we looking at a sewer grate?"

He turned to face her. "You said you wanted to see."

She looked from him to the grating and back. "The sewer?"

"Well," he followed her gaze. "It's technically part of the sewer system, but it's not really the sewer. It's a storm drain, or something, I think."

Peter glanced up and down the street. It was deserted that time of day, and no one was in sight. He reached down with his left hand and lifted the edge of the iron grate with little effort, sliding it to one side.

When he looked up, Gwen was watching him doubtfully. His face fell a bit. Maybe this was a bad idea. "Y-you don't have to."

She gave the grate one more look, then looked up at him defiantly. "No, I want to know."

Those were the best words he'd heard in weeks. Peter smiled and gently picked her up, lowering her onto a concrete ledge inside the opening. Her head was below street level. He dropped down beside her and reached up to pull the grate shut above them.

"Are we going to get wet?" She asked, doubtful again but trying to cover it.

He shook his head and wrapped an arm around her. With the other, he shot out a strand of webbing and pushed off the ledge. Gwen yelped before clamping her mouth shut and smiling. She wrapped her arms around his torso and held on valiantly as they descended.

"Slow down, bug boy."

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Gwen was torn between humming "Itsy Bitsy Spider" and asking again where they were going when the wide concrete tube they were sinking through abruptly opened into a huge domed chamber about fifteen feet across and twenty or thirty feet high. The curved walls were composed of thick stone bricks, and smaller tunnels branched out in six directions. The bottom of the chamber housed a gigantic circular drain, where water runoff was carried off deeper beneath the city.

The dominating feature of the room, however, wasn't designed by city planners. A complex web was suspended from the walls halfway up from the floor, the interlocking strands radiated out from a central point, extending out of sight down the smaller tunnels. Shorter strands reinforced the longer ones, cross-connecting to the walls and the domed ceiling above.

Peter was watching her when she looked up at him questioningly. He shrugged slightly. "I'm getting better at it. This is my fifth—no sixth one."

Gwen gasped softly when their feet landed. "Is it—?" She stopped herself before saying a web, since that was painfully obvious.

Peter misunderstood her question. "Yeah, it's perfectly safe. The webbing starts to disintegrate after a couple of days, but there's still a day or so left before I have to replace it." He took her hand and led her tentatively toward the center. "Don't worry. Just think of it as a big hammock."

She said nothing as he walked her to the center and smoothly sank into a sitting position. Gwen followed suit, less confidently, and rested stiffly on her knees beside him. She reached out and touched one of the thicker strands of webbing. It was sticky to the touch, but didn't stick to her when she pulled her hand away.

Peter had shown her the webbing he'd made, and she'd seen it in action. He'd even used it to carry her away from her room that night…but this was different. He wasn't just using it as a rope or a net, he'd actually built a web.

"What do you think?"

She turned back to him, and instantly noted the hope for approval in his eyes. She decided to keep her answers simple, since she wasn't really sure what to think. "H-how long did it take you to do this?"

He shrugged. "Oh, um, maybe ten minutes. The hard part is reinforcing the basic structure. Took a few tries to get that right."

Gwen nodded slowly, smiling despite herself. Peter's inner geeky artist was showing through, and he was positively gleeful in showing it off to her. But, that wasn't what was troubling her.

Before she could say anything else, Peter dropped onto his back and turned his head away, looking off to his right. "Oh, great timing!" He glanced at her and pressed a finger to his lips. "Shh!"

Gwen stilled. He seemed to be listening to something, but she couldn't hear anything over the rushing of water beneath them and the echoing of the drain. Peter lowered his head closer to the web, keeping his body perfectly still and grinning.

"Beautiful, isn't it?"

Gwen frowned. She spoke quietly, though she wasn't sure what she was afraid to interrupt. "Um…what?"

Peter looked back at her, smile weakening somewhat. "Can't you hear it?"

She shook her head. "Hear what?"

Peter motioned her closer and gestured toward one of the openings. "The strands carry the sound, like harp strings. Four of them are moving right now. When a few more start up it's…it's just…."

Gwen wasn't quite following, but now that she was watching, she could see several of the strands moving almost imperceptibly. The only way she knew they were was from the way the light shifted ever so slightly as the angles changed. Peter seemed to perceive more. She whispered to avoid breaking the moment. "What causes it?"

He shrugged. "Animals walking past, dripping water, the sounds of cars and wind coming down from the street."

She nodded, though he wasn't looking at her.

He tilted his head and spoke softly. "Walk into my parlor said the Spider to the Fly…."

Gwen frowned again and cut her eyes over to him. "Um, Peter?"

"Hmm?"

"You said you once asked Doctor Connors about how much the foreign species would take over."

"Mm-hmm."

"What did he say?"

He seemed to sense her mood and turned his head to see her. His smile faded. "Oh. I-I'm sorry. That was…that was a little creepy wasn't it?"

She couldn't help but nod.

Peter smiled sheepishly. "Sorry. I-I swear I'm not going to…eat you or anything."

Gwen tilted her head, trying to decipher his expression. "You do realize that that probably sounded more comforting in your head than it did out loud, right?"

He bit his lip, and Gwen could see his expression close off, the way it had in the days after his uncle had died. Peter started to sit up. "Maybe we should go."

In that moment, she realized that she'd been reading him all wrong ever since they'd come down there. Peter wasn't trying to show off his spider-like abilities. He wasn't bragging or indulging. He was trying to share them with her.

Before he could rise, she planted her hands on his shoulders, stopping him. "Wait."

Peter looked at her hesitantly. She pressed forward before he shuttered his emotions off completely. "I want to hear it. Show me how."

He watched her carefully, obviously uncertain. "Really?"

Peter Parker wasn't just the shy school nerd she'd known before. He wasn't just a guy wearing a red and blue suit and beating up crooks. He was more than that. For the first time, she realized that maybe he needed—wanted—help figuring out exactly how much more. Figuring out who he was now.

She nodded, as confidently as possible. "Really."

END