May seemed to do well as the day went on. Her breathing was normal, and her movement was at a normal pace. However, there were the occasional moments her head would throb and make her a little dizzy. It wasn't severe, but it was enough to keep Peter nervous. She assured him that it would be normal, given her circumstance, and the doctors completely agreed. They checked everything that they could, from her blood pressure, her breathing, and her eye sight. They were happy to say that all were functioning rather well after such an accident, but not well enough to release her. They wanted to do a couple of scans and tests before they did to make sure she was able to operate on her own strength. Tony offered to provide some advanced assistance upstate at the compound, but both May and Peter agreed that they'd rather see what the staff at the hospital could do before they took any consideration of Tony's offer.

As May and the two superheroes out of costume discussed her recovery options, Michelle sat in a chair in the walkway near the room's bathroom. She wasn't sure if Peter was ready for her to join him yet, so she stayed out of the discussion to honor Peter's wishes. Though she did have a thought of making herself known to the group every once in a while, as she felt that May's awakening would clear her and Peter's agreement. Nonetheless, she stayed in the walkway, listening to the three of them bicker and come up with ideas. She would often hear May gently, but sternly, decline Stark's suggestions. She found May's attitude amusing and empowering, the fact that she could easily say no to someone with power and have the confidence to push through her struggles. She remembered back to the picnic where she was this kind and friendly woman that could easily light up the room, and Michelle liked that about her, but this new side to her gave her a new sense of appreciation of who she was. It also helped to hear the utter silence of a despaired Tony Stark every time she declined an offer, which certainly gave Michelle a chuckle a few times. And then of course were the soft and comforting sounds of a supportive Peter making sure his aunt well taken care of, which made her smile. Why, because her friend and crush was okay, he didn't have to live on without the care of his Aunt May, giving him a safety blanket of sorts whenever he would have a bad day at school or a bad night on patrol.

Oh shit, she said in her mind, as she reached for her phone. When she turned on the lock screen, she found about a dozen messages and missed calls in her notifications, all from her father.

Tony stood up, straightening up his blazer as he prepared to leave. "I think I'm gonna get going, but the offer is still on the table."

"We'll be fine, honestly, save your technology for someone that needs it more." May replied calmly, and Tony reacted with a bit of a smirk and reach for his left wrist.

"Okay, bye kid... bye May!" he called as he walked out of the room. As he passed Michelle, he twiddled his fingers at her goodbye, Michelle giving him a firm nod and pursed expression on her face. She returned to texting her father when Tony's voice rang out from the door. "Oh, by the way kid, don't forget your friend out here."

Michelle's eyes widened and quickly turned to face Stark. It was quiet for a moment as they waited for one of the Parker's to react or say something in response. Tony looked back down to the girl with a resting smile and mouthed the words "you're welcome" before he left. Michelle in response rolled her eyes and subtly flipped him off when he was out of sight.

"... respect your elders" Tony called back, Michelle instantly knowing it was intended for her and snorted.

May looked at Peter with a plain face, a bit confused and hopeful at the same time to who the friend was. Peter gave a nervous chuckle, as May's expression let him know that she had a feeling of who his mentor was talking about. He was about to explain when the sound of footsteps came quietly up the walkway. Peter looked over his shoulder to see Michelle standing there looking completely vulnerable, as if she felt unwelcome.

"Michelle" May beamed, "nice to see you."

"I don't mean to intrude" she muttered uncomfortably, "I just... didn't know if it was the right time. Plus, Richie Rich out there kinda gave me no choice."

"Yeah..." agonized Peter as he scratched the back of his head, "sorry about that."

"I could leave, if you want me to"

"No!" both May and Peter pleaded, the boy slightly more than his aunt.

"Don't worry about it, hon" said May kindly, "You're more than welcome here. I really appreciate that you're keeping Peter company through all this."

"Thanks" Michelle said awkwardly, not really used to being applauded or recognized for something. She took a seat on the opposite side of the bed from Peter and they started discussing everything that had happened since they had all been together, including Michelle knowing who Peter is in costume. The only things they didn't tell her about were the attempted sexual assault on Michelle, J-Mac's murder, and of course the kiss that the two teens almost shared before everything went to hell. Peter purposefully didn't share too much in the case that it would stress her out. Though she did ask whether he was able to stop their villainous activity, which Peter hesitantly confirmed that he did. He explained that one of the two boys responsible has been stopped and the other is currently being searched by the NYPD.

May knew Peter well enough to know that he was hiding some of the truth. The way his eyes fell to the floor every time the one boy was brought up signaled some red flags. Along with her observation of Michelle hugging her stomach and her body behavior going into security mode when the same boy popped up, she knew something big had gone down.

"It seems like you two have had quite a long night" she said somewhere in the conversation. "How's your dad, sweetie?"

"He's alright, I just texted him a few minutes ago."

"Isn't he worried?" asked May.

"He is, and I'm probably making him more worried every second I stay here. But I'm sure he's glad to know I'm alright."

"I'm sure he'll be gladder to know you're alright in person" Michelle stared blankly at the injured woman as she spoke, knowing what she meant. Not that she wanted her to go away from her and Peter, but to let her dad know that she was truly alright and in his arms. "You've had a long night, dear. Peter, why don't you take her home."

"Oh, that's not necessary Mrs. Parker. I can get myself home." She didn't want to separate the aunt and nephew in such a critical time, and Peter had already gone through too much to leave her again. She didn't want to see him worry about May as they traveled to her apartment.

"Although..." she continued, "I wouldn't mind a walk down to the lobby."

May smiled and turned to her frozen nephew staring expressionless at his friend. "Well Peter?" she said. Peter didn't respond. Heck, he wasn't even paying attention after what Michelle had said. Both women looked at him like he was the most helpless child on the face of the planet. "Peter..." May nudged him, finally getting his attention.

"Oh, um... yeah sure. I can walk you down" he spluttered, trying not to sound too embarrassed. May and Michelle giggled a bit, finding humor in his awkwardness.

"Hope you get well soon Mrs. Parker."

"Call me May, please" she said, beckoning her to come close for a hug with her hands. Michelle did so nervously, still not completely used to the whole touchy feeling of giving someone a hug, especially a woman she barely knew. Although, she did find her hug warm and a bit pleasing from how caring she was.

"Thank you for coming by, sweetie."

"Of course."

The two parted and Peter stood to walk her out of the hospital room down to the lobby. Michelle and May exchanged a final goodbye before they left the room until they were in the hallway and May was left alone. They walked into the elevator without saying anything to each other on the way and found themselves alone once again.

"You okay?"

"Yea actually... now that May is awake" Peter answered with a smile.

"Good" she said, "for a second I thought I was going to have to deal with a more depressed loser than when I first met him for the rest of our friendship."

Peter chuckled a bit, "just remember you're the one that wanted to be friends with a loser."

"I guess" she said, chuckling as well. The elevator reached the ground floor and they walked toward the lobby. For no reason other than to just do it, they continued out to the entrance where they could call for a cab. Peter was about to wave one down when Michelle interrupted him.

"What happened to your uncle?"

Peter's face froze, completely surprised by this sudden question. "Why do you ask?" he questioned.

"I just feel like your taking May's condition too personal, and the only reason you would be so hard on yourself is if you lost someone else. Besides your parents, your uncle is the only person that's not here that could have that effect on you." Peter had his lips pressed against one another, feeling the lump in his throat returning. She was completely right; Ben's death was why he was taking May's injuries so personal. And the fact that she cared enough to ask, not just for an explanation, but to understand why made him appreciate her even more than he already did.

"Yeah" he sighed as an afterthought.

"I'll understand if you don't want to tell me" Michelle continued, "it is your uncle after..."

"No" he cut her off, "I can tell you, just... not here" He shifted his eyes around to look for a decent place to talk privately. He noticed a little courtyard with a small garden bench and thought that would be the best place.

"C'mon" he said, wrapping his hand behind her and guiding her in the direction of the courtyard. When they entered, the sun was shining brightly on the lush green grass that covered most of the ground. A bed of flowers lined the brick walkway, filled with a wide variety of summer flowers in bright colors. It was like a small sanctuary amongst all the illness and sadness that was kept in the hospital rooms around them. They took a seat on the garden bench Peter saw and he nervously prepared to explain the story.

"I don't know how to start" he confessed. Michelle was understanding of this, "just take it one step at a time, how did he die?"

"He was shot by a random thief, 'something Lee' I think the police report said his name was."

"Why did he shoot him?"

"Because he was in his way."

"Where were you when it happened?"

"Ninety feet behind the shooter, actually... it's a lot more complicated than that." Michelle's eyes narrowed at how Peter's location from the shooter could be anymore complicated, but remained silent, allowing him to tell the story.

"I wasn't always like this, swinging around and saving peoples lives. But I'm pretty sure anyone would know that. I mean, what person wakes up in the morning and is completely fine with a set of new spider-powers from a random spider bite." Peter chuckled at the thought, Michelle's lips pulling into a smile but still staying straight. "But I did, I woke up with these powers scared as hell, researching any possible treatment or cure to get rid of them. My uncle was the first person I told about my powers, and he didn't know what to think of them either. We promised to keep this to ourselves until we had a solution for my problem."

"Then a week passes, and I start adjusting. My wildest dreams couldn't even keep up with the new reality I was living. Ben and I were almost certain that there was no cure, leaving the option to find some use for my newfound powers, and my mind instantly went to football."

"W-w-w-w-wait, football?!" questioned Michelle, "how does this have anything to do with your uncle's death." Peter gave her a stare that told her he wasn't finished yet, and she leaned back to a listening posture.

"I've always wanted to play football" he explained further, "but I never could achieve the strength and stature to compete with those senior jocks. Now I had a chance to play, but Ben had other ideas."

"He thought you'd expose yourself if you played" Michelle assumed, to which Peter nodded. "Regardless of his words, I enlisted myself in the early development camps in the winter. Coming off Winter Break, people looked at me as if I had asked for muscles for a Christmas wish and somehow my wish had been granted to me. They gasped, they awed, they were all shook at the things I was pulling off, and it was great. Pretty girls would wave at me more, jocks would laugh at my jokes as opposed to being the punchline to a stupid comment Flash would say. I was living the dream."

Michelle couldn't believe the things that were entering her ears. Peter Parker, a popular student, now she had heard everything. Still, as much as she wanted to know how that was possible, she knew there was still a ball to drop in this story.

"One night after a late workout, Ben and I were supposed to see "The Force Awakens" together at the theater. He wasn't pleased that I went against his wishes, and I told him that it was my life and my powers and that he should stop worrying about it. Now I wish I hadn't, given what happened." Michelle bobbed her head in a small nod, feeling his story building up to the climax.

"When we arrived at the theater, I went in to purchase the tickets while he applied some pain relief for his back. As I entered the theater from the parking garage, this man in a hoodie stood waving a gun in front of the box office associates ordering money. Theater security started running up to him before the associates could hand over any money, and the thief ran to the entrance. 'Stop that guy!' the security guards called to me and anybody else in his way, but we all parted in fear of being shot. The chase continued into the parking garage. Apparently, the thief had been looking back to see where the guards were when he collided with... "

Peter halted his words, wondering if he could keep going. The lump in his throat practically preventing any airflow. His eyes turned misty as tears started to well. Michelle didn't say a word, she just kept her head down hoping that was it. Not because the story was boring or anything, but because of how painful it was to know Peter's deepest regret and tragedy.

She reached for Peter's hand and he sadly took it, Michelle gripping hard to give him some comfort. "Uh..., th-the thief wasn't able to get too far after that. The guards were able to pin him down until the police arrived. I guess they have Ben to thank for that." A sniffle came from his nose before he continued. "He was still breathing when I came out to him. His hands were cold and the blood was flooding his favorite shirt. I remember telling him he was going to be alright and calling for somebody to phone an ambulance, while he just laid there, savoring what he knew were his last breaths." A tear fell down Peter's cheek at the thought of the memory, another one falling soon after.

"From that time to the funeral, all that kept replaying in my head were the words he said to me in the car and the moment I had the opportunity to stop the thief and prevent his death. And even though I had watched him die in front of me, I didn't want to believe he was gone. I thought he be revived in some way and bring this nightmare to an end. And May..." Peter balled his fist and slammed it against his thigh at the memory of watching his Aunt May endure her husband's death without knowing who was truly responsible. Another sniffle escaped his nose and his tears began leaking rapidly.

"You can stop if you want" Michelle soothed, "I understand now Peter." He nodded his head, thinking it was best that he stopped before he was reduced to acting like a baby twice in one day. He stood slowly, Michelle following behind as he walked back to the parking lot. He whistled for a cab and one came shortly after.

"So uh..." Michelle muttered, "what now."

"I don't know" said Peter, "one part of me wants to stay with May, but another part of knows that the job has to be finished." Peter hesitated, trying to pull himself together from such a dive into his emotions. "Lonnie may have saved you and Felicia from J-Mac, but he's still half the reason May is here, so that makes him my responsibility. Plus, he committed murder."

"I think that its best you spend more time with May" Michelle said, "if I were Lonnie, I wouldn't be making any appearances until a few days after what happened."

"True" Peter agreed, "I guess I'll hold off until tomorrow."

"Sounds like a plan"

"Now the question is where would I start looking in a city of 8 million and no leads?" he complained, both of them silently thinking for a moment. "Maybe... a local community center" she hummed, Peter's swollen eyes finding a sense of joy at the sound of good news. "You've seen him there?"

"I've seen him a couple times during open gym hours. I'll let you know if he starts to show up again."

"Thank you" he said sincerely, gripping her hand a bit more.

"Okay," she struggled with a chuckle, pulling her hand away playfully, "we gotta stop holding hands before people start gossiping about us or you end up breaking one of my hands."

"Right, right. Sorry, just got a little excited" he apologized. "Mmhmm" hummed Michelle cheekily. She opened the door to the back of the cab and hopped in. As she settled into her seat, she thought about how far she had come in her relationship with Peter. How he would never even think of talking to her to being open about his greatest secrets. If she didn't like him enough then, she certainly was into him now. Into him because he felt he could share things about himself with her, talk about his flaws and hope she would have the answers or just be supportive, and for the way he was able to make her smile as well as she could make him smile. It was then where thought that maybe a relationship with Peter could be possible, and not just a shot in the dark. She rolled down her window and their eyes met for the last time.

"Thank you" she said, to which Peter asked why. "For sharing about your uncle and letting me tag along in your adventures."

"Hey, that's what friends are for, right?" he answered. Michelle laughed a bit, "Yeah... maybe..."

"What?" he said not sure what she meant.

"Maybe... maybe more..."

Time seemed to go a thousand times faster for the two of them, but before either of them could comprehend it, Michelle had told the driver her address and zoomed off into the streets. Peter was left utterly still, a bit confused at Michelle's words. He turned a bit and remembered where he was and re-entered the hospital to return to May's side.

However, being Peter Parker means that a thought is never forgotten easily. Especially when he had to re-open a memory that affected his life so personally.

I'm worried Peter, he remembered a voice speaking to him in a car. I'm worried about how these abilities will change you.

It's not my fault I was bitten by that spider.

No, its not your fault, but still. The spider bit you, and you have these powers now. And call me crazy, but whether its luck or destiny, I don't think you were granted these abilities just so you could play football.

Then what? What am I supposed to do with them then?

I don't know.

Then don't make it your goal to micro-manage the way I live my life, Uncle Ben. If I notice that I've changed, then I'll come to you for help, okay.

-

-

-

Peter, before we see the movie, let me just say one thing. You have all this power now, son. And I've seen a lot of people with power either misuse their power or allow other people to use it against them. I guess what I'm trying to say is, you're a good kid and I know you'll make the right decision. Just know that whatever you decide to do with your power, you are also responsible for what happens after. Do you understand.

"I do understand now, Ben" Peter said to himself in the hospital elevator. "No matter how many times I seem discouraged about what I do and what people think of me, I will remember what you were trying to say, that with Great Power, there must also come, Great Responsibility."

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A/N- Hello guys, first update of the summer. Hope you guys liked this one, it was really difficult to find the right pacing. Still, I hope you guys had a good time reading as it took most of my Florida vacation to write it. Heck, I'm posting this on the flight back home, HOW CRAZY IS THAT!!!

Ladies and Gentleman, I present to you, Greg Kinnear as Uncle Ben Parker. I've loved his work in Stuck in Love and The Last Song and thought he was be a perfect candidate for the role. I've been wanting to tell my interpretation of the classic origin for a long time, but wasn't sure where it would fit best. I always believed it should be a very personal moment, where everything is starting to come together, which is kind of happening right now. Peter's gone through his arc with May, he and Michelle are getting closer, and were down to the last bad guy, so I thought this would be a perfect moment to give my interpretation.

Again, I hope you liked the chapter. Leave a vote if you did, and be sure to express your thoughts in the comments. 

Not sure when the next update will be. I'm behind on my Scarlet Witch/Vision story and would like to update as soon as possible for that. So how about we say in two weeks again. Sound good?? Until next time, BYE!!!