A/N: So here it is. I'm not sure why I wrote this. I don't even really like the Sam Raimi Spider-Man movies.

Okay, I take it back. I do know why I wrote this. I wanted an explanation for why the train was on a track leading to a drop-off into the bay, and I wanted to know what the people on the train thought.

Warning: this is from the POV of a person on the train, so the character is an OC.

Rated T for language and disturbing imagery.

It was Megan's idea to ride the train.

I was all for taking a cab, but no. The train would be so much quicker!

And since I'm sixteen and have no patience, I gave in and we took the train.

I'll tell you this: I did not expect Spider-Man to come crashing through fighting Doctor Octopus. When we heard the screaming from the end of the train, Megan and I crowded over to the windows with everyone else, trying to see what was going on.

Then there was a loud THUD on the roof of the car. Everyone flinched, and Megan dropped to the ground. "What the hell is going on up there?" she wondered.

We couldn't see any of it. We heard crashes, screams, breaking glass…but no one could tell what was happening.

Then the train jolted, slowing down with a screech of metal on metal. Why was the train stopping?

But it wasn't. It sped up again, and now we were going much faster.

Megan and I traded looks. "What do you think is happening?"

"Out-of-control, runaway train?" she suggested. Her voice was pretty calm, but her face paled as she realized what she was saying.

"Look!" a little boy at one of the windows called. "Spidey-silk!"

I looked. A gauzy white line stretched from the buildings around the train all the way toward the front. "So. Runaway train," I decided. If Spider-Man was trying to stop it, something was definitely wrong, and it seemed like the most likely scenario.

The glass in our car shattered as the wall exploded and snapped toward the train, still attached to the spider-lines, broken brick hitting at high speed. I shrieked, dropping for cover, and I wasn't the only one.

Megan grabbed my hand, and I held hers just as tightly. "You okay, Megs?"

Her hand tightened into a death grip. "Megan?"

I shifted, turning so I could see her.

She was staring at an older man, on the ground in front of her—with a jagged chunk of brick buried in his neck.

"Damn," I breathed. "Megan." I couldn't look at it—him. "Megan, look at me instead."

She turned toward me, white and shaking. "He's dead," she whispered.

I didn't have any words of comfort to offer her. We were on a speeding train, in a car with blown out windows, and there was a dead man lying next to us.

My head jerked up as a series of elastic thwacks reached my ears. I peeked over the seats, trying to see.

More spider-silk. He'd thrown out more lines this time, in several places, probably hoping it wouldn't rip out the wall like it had last time.

And it was working. The wind still whistled by the car, catching in the broken windows, but the train was slowing down.

A snap hit my ears. Megan jerked next to me. "What was that?" she rose to her knees to peer out with me.

Another snap. Oh, shit. "It's the spider-silk," I muttered, for her ears only. "It's breaking. It can't take the strain."

No one heard me over the shrieking, now clearly audible, from all over the train. I didn't want anyone panicking any more than they were. Dimly, I realized that was a tad ridiculous—hello, runaway train!—but I didn't dwell on it.

"We're still slowing down," Megan murmured.

The little boy who had spotted the spider-threads hopped up next to me on the bench. "What's happening?"

"Spider-Man is saving us," I told him.

"Really?"

"Yes." Another jolt shook the train, a much larger one this time. And it didn't stop. It felt like the entire track was shaking and would fall at any moment.

"AAAAAAAAAAAHHHHHHHHHH! WE'RE HEADED FOR THE BAY!" someone screamed in the car ahead.

"The bay?" I mouthed to Megan.

"Yeah, work was being done on the bridge…we were supposed to switch tracks a ways back…"

The little boy sat down hard, tears building in his eyes.

"Are we gonna die?" he asked. "I can't swim."

Megan closed her eyes and took a deep breath. "No, sweetie. We're not going to die."

"Yeah, I told you Spider-Man was saving us. He won't let us fall into the bay," I added. "We're going to be okay, kiddo."

I reached over to hug him, and saw Megan surreptitiously shift to hide the dead man from the kid's view.

The train bucked one last time, still slowing down, and shuddered, groaning, to a halt.

We sat in silence for a minute, too stunned by our brush with death to do anything more.

Then the door opened and the train's crew, in torn and disheveled official uniforms, came into the car carrying Spider-Man's body.

People all along the car crowded in to help, and soon a young man with dark hair lay on the floor, surrounded.

He wasn't wearing the mask.

"Is he alive?" someone wondered.

"He's just a kid," one man realized, surprised. "No older than my son."

Spider-Man's eyes flickered open, regarding the faces above him foggily. Then his hand flew to his face, searching for his mask. He sat up, panicking.

"It's alright," reassured the man in front of him.

"We found something," a kid piped up from the side. His friend held out a red mask with white eyepieces.

Spider-Man took it dazedly, staring.

"We won't tell nobody," the younger boy promised, and I couldn't help but wonder what, exactly, any one of us would tell anybody. "Spider-Man has brown hair"? Maybe he was promising that if any of us saw him on the street we wouldn't yell, "Hey, Spider-Man!"?

Spider-Man smiled at the kids and pulled the mask on, becoming the faceless hero once again.

"It's good to have you back, Spider-Man," the boy said.

The little kid next to me squeezed my hand.

Spider-Man finished adjusting his mask, slowly got up—and webbed away.

Then there was nothing else to do but wait for the rescue crews to arrive.

"Nicky!" a woman cried, running to the young boy in my arms. "Oh my—thank you so much for keeping him safe during that! Nicky! You know better than to run off like that!" She wrapped her arms around him. "I am so glad you're okay," she whispered into his hair.

Feeling like I was intruding on a private moment, I looked away, toward Megan. She was staring at the floor, where a dead man still lay with half a brick in his throat.

I reached over and grabbed her hand. She squeezed mine back tightly.

"We're okay," she whispered. "He's not…"

I nodded, closing my eyes against the dead man again. "We're okay," I repeated. "We're okay."

Like it or hate it? Drop me a review. I can't get better if I don't know what I'm doing wrong. Thanks for reading!