Eloise feels the beat in her heart. The music pumping out of the speakers is loud enough where you can't hear what the person next to you is saying without shouting. The volume causes her head spin, but it also makes her feel alive.

She was asked to Midtown's spring formal by Mason Stevens, a tall, lanky kid who's basketball skills are as good as his academic skills. He's actually pretty close to passing Peter as top of their class already. Mason is also new to Midtown, and the only reason why Eloise even knows who he was is because he came over to Peter's place to practice for the Decathlon. Eloise didn't realize Peter had someone over and went next door to return his sweatshirt she borrowed the night before. When Peter opened the door, she caught sight of Mason behind Peter. She just smiled at him, and Mason introduced himself. One thing lead to another, and Eloise ended up crashing their practice as they all just hung out. Not even two weeks after, Mason asked Eloise to Midtown's spring formal as friends—and who was Eloise to say no to a friend?

So, here they are, dancing on the dance floor surrounded by a bunch of people Eloise doesn't know. She recognizes a few faces, like Michelle from Midtown's Decathlon team. She also sees Ned, who went to the dance with Michelle, and Flash.

The song courses through her body as she pumps her arms and jumps to the beat. Mason stands beside her, laughing at her embarrassing attempt at dancing.

When Eloise catches his eyes watching her in amusement, she reaches for Mason's hands and takes them in her own. She moves them up and down with hers as she continues to jump on beat.

Mason laughs, "What are you doing?"

"I'm dancing." Her eyes are bright as she grins at her awkward friend. "And so are you, so come on! Jump with me!"

Mason throws his head back and laughs, but doesn't jump to the beat of the song. He allows her to keep moving his arms as he watches Eloise.

While Eloise is trying to get Mason to dance in the middle of the crowd, Peter watches from the sidelines. He's sat by the refreshments table with a half empty water bottle in his hands. Peter tries not to stare at Eloise dancing with Mason, but he can't help it. The way her dress sways, the way her eyes catch the lights, the way her eyes crinkle as she beams up at Mason—he's completely entranced.

Peter only looks away when he feels someone's eyes on him. His eyes flicker to the side, where he spots Ned walking over. Peter immediately straightens and sets his water bottle on the table.

"Hey man," Ned speaks as he and Peter do their little handshake. "You okay?"

Peter clears his throat. "Me? Yeah, yeah. I'm fine." He gives Ned a forced smile.

Ned narrows his eyes, and when Peter's eyes glance behind him at Eloise, Ned turns. He sighs and turns back to Peter with a knowing look.

"Dude."

Peter's attention flickers back to Ned. "What?" When Ned raises his brow, Peter quickly says, "Stop, no, it's not like that."

"Then why do you keep staring at Eloise?"

Peter scoffs nervously. "What? I'm not staring at her."

Ned gives him a flat look.

"Okay, I'm staring a little."

"A lot."

Peter opens his mouth to give a retort, but cuts himself off. A buzz swells at the back of his skull and the hair on his arms rise.

Ned says something, but Peter's too focused on the feeling because he knows what's happening—it's something Tony called his spidey-sense. And it meant that something was going to happen.

He shoots up from his fold-up chair and scans the decorated gymnasium.

Ned watches Peter oddly. "What are you—"

"You need to get out," Peter interrupts. He licks his lips, then turns and points at Michelle. "Grab MJ and leave."

Ned stumbles over his words. "W-what? What's going on? Peter?"

Peter doesn't reply and rushes straight through the crowd to Eloise. He bumps into a few awkwardly dancing students but doesn't break stride.

As soon as his hand touches Eloise's bare shoulder, she stops dancing and turns. Her smile brightens when her eyes meet Peter's.

"Hey, Peter! Did you come here to dance?" She removes her hands from Mason's, much to his dismay, and takes Peter's. Before she can try to get Peter to dance next, she studies his face and registers the urgency and anxiety. Her arms still, but she doesn't let go of Peter's hands.

"You need to leave," Peter rushes out.

"Pete, what are you—"

He pulls her closer. "I don't have time to explain, you just need to leave. I feel something."

Eloise's brow furrows. "What?" She shouts over the loud music. "I can't hear—"

A deafening explosion blasts through the side of the gymnasium, the force knocking everyone to the ground. The breath is knocked out of Eloise as she is thrown to the wooden floor on her back. 

As soon as she hits the ground she blacks out.

When Eloise's eyes flutter open, she doesn't register anything but the ringing in her ears. She gasps for air and sits up.

What happened? Where's Peter?

She holds her head with one hand and uses the other to push her up to her feet. As soon as she stands with only one shoe on and blinks a few times, her ears clear from the ringing. But then the screams reach her ears.

Everything moves in slow motion. Eloise winces at the full pain in her head and looks around at the students in their dresses and suits getting up and running out of the gym in terror. All the pretty decorations are torn and tossed across the gymnasium. She's in the middle of the frantic crowd, shoulders roughly running into hers during the hasty evacuation.

She's knocked back to the ground by a student, but she catches herself on her elbows so her face doesn't smack against the hard floor.

Eloise inhales, but goes into a coughing fit when her lungs are invaded by dust.  Her eyes water as she struggles to breathe.

A hand grips her arm and she's hoisted off the ground. The hand moves from her arm to her back to try to help her breathe.

"Come on, we need to get out!" a familiar voice exclaims next to Eloise's ear.

Ned and Michelle are standing at her right, both dusty and distressed. It's Michelle's hand on Eloise's back.

Eloise nods as her coughing lessens and her lungs fill with more thick, dusty air. Michelle guides Eloise as the three of them follow the crowd to the doors.

"Wait!" She stops Ned and Michelle. Looking over her shoulder, she frantically asks, "Where are Peter and Mason?"

"I saw Peter run out to grab his suit," Ned replies, earning a confused look from Michelle.

"What about Mason?"

"I don't know, but we need to get out," Ned rushes. His eyes lift from Eloise to something behind her.

Eloise and Michelle follow his line of sight.

Michelle gasps. "What the—What is that?!"

A dark figure with a cloak appears in the gaping hole in the side of the gym that reveals the darkness outside. It hovers over the wreckage and rubble before gracefully landing on its feet. The figure seems human, but no human can be airborne like that without machinery. As the figure casually walks onto the gym floors in the midst of the chaos, Eloise makes out the sharp features and hallowed cheeks in the face. He scans the place with a somewhat pleased expression.

Ned grabs Michelle's wrist and pulls her towards the exit, where the crowd of students running out is thinning. Michelle tries to get Eloise to follow, but she steps away from the two.

"Where are you going? Are you crazy?!" Ned shouts when he notices Eloise heading towards the strange figure.

She doesn't reply, too busy scanning the few students still inside the gym. Some are limping, and only two or three remain on the ground. Dread fills her as she nears them and she quickens her pace.

"Mason?" She kneels next to a student with dark gelled-back hair who is trying to push himself off the ground. When he looks up and meets Eloise's fearful eyes, she sees that it's not Mason, but Flash.

"Can you help me up please?" Flash whimpers. He doesn't seem to recognize Eloise, but she doesn't care about how much of a bully he has been in the past. Even bullies don't deserve to be in this position.

Eloise takes Flash's arms and helps him stand. He cringes when he puts weight on his left ankle.

"You need to run," Eloise tells him. She knows he's hurt, but he needs to hurry. The person who blew up the side of their gymnasium is unpredictable, and Peter hasn't shown up in his suit yet.

Flash doesn't hesitate to quickly limp to the exit.

Before Eloise can continue her search for Mason, a booming voice echoes throughout the gym.

"Puny, pathetic humans," the figure starts with incredible volume that reaches Eloise's ears past the screaming and distant sirens. "Do not run, I am only trying to kill you."

He laughs. He throws his head back as he cackles maniacally, but then cuts himself off suddenly. His face returns to a deadpan look and his eyes narrow at the remaining students, most of which are injured and unable to escape. His bright yellow eyes shift from one student to the other until they land on Eloise and stay.

Eloise steps over to another injured student and kneels, but before she can help them, she catches movement from the intruder. She turns and watches in horror as his skin rots and falls off in clumps within seconds, and then reforms to create a new skin. The new skin moves like water around his bones until they settle and form an entirely new person, one who Eloise has been searching for.

She slowly rises from her kneeling position, her jaw slack. "Mason. . . ?"

"Actually, it's Zagan," Mason, or Zagan, says matter-of-factly.

Eloise blinks in shock and terror. He looks exactly like the boy she was just holding hands and dancing with a minute ago, except his eyes are bright yellow still.

"GET LOST DEMENTOR!"

Spider-Man sprints in from the exit and fires his webs at Zagan.

Evil Mason's brow furrows as he turns to Peter's voice. "What's a demen—AGH!" The webs attach to his left hand and thigh and carry an electric wave across his body. He falls to his knees and face-plants, out cold.

Spider-Man jogs over to the villain in the shape of Mason on the floor.

"Hm." He glances at Eloise ten feet away. "That was surprisingly easy."

Eloise's eyes widen when she sees Mason look up at Peter in front of him and smile devilishly. "Pete—!"

"PSYCH!" Mason shoots out his hand and grabs Spider-Man by the ankle. He effortlessly flings him into the wooden bleachers.

Peter screams as he flies in the air towards the bleachers. He extends a hand in the air and shoots a web at a beam to catch himself before he can crash. Once the web is attached, Spider-Man flings himself back at Mason.

Before Eloise's eyes, the villain morphs into someone all too familiar to Eloise and Peter. The skin falls off the bones and reforms to create May.

The whites of the Spider-Man suit widen as he twists his body to move out of the way of his aunt so he doesn't strike her.

Eloise is frozen in fear, but once she hears the hurt student next to her feet grunt in pain, she jumps into action. She helps the student stand and tries not to trip over her dress as she quickly guides the girl to the closest exit.

Zagan, in the form of May, catches them. Spider-Man notices his distraction and seizes the opportunity. He lunges at the villain, but Zagan simply grabs him and throws him at the two girls trying to leave.

They both scream as Peter crashes into the bleachers next to them.

He groans, but swings back up saying, "I'm good!"

Eloise gets the girl leaning on her shoulder out of the gym where there are police cars screeching to a stop in the parking lot. The officers file out of their vehicles and charge into the gym.

An ambulance pulls up beside the police cars, and a doctor spots Eloise and the girl she's supporting. They take the girl from her.

"Ned? Michelle? Mason?!" Her voice rises with each name. She spins in circles in attempt to find her friends.

"Miss, are you hurt? Come let us check—"

"No, I'm fine, I'm not hurt," she dismisses the EMTs without hesitation.

"But you're—"

"Eloise!"

Eloise whips around at her name. She spots Ned and Michelle as they jog over to her.

Ned immediately wraps her in a tight hug. "How's Spider-Man doing?" He whispers, not naming Peter because of Michelle's presence.

"I don't know, but the person in there," Eloise recalls with a shaky voice. "Did you see what he did?"

"You need to calm down, we're all okay now," Ned soothes as he releases her from their embrace.

Michelle stares at the gym doors, playing the explosion over and over in her mind.

Eloise grips her hair in her hands anxiously. "No we're not, where's Mason?"

"I'm here."

His voice instantly relieves Eloise's tension. She turns and starts to open her arms for a hug, but stops short when she sees him.

His hair is messy and full of dust and small rocks. His suit is also dirty, as is everyone's. When his eyes meet Eloise's, her breath catches in her throat. The image of Zagan's skin peeling and then forming into Mason makes her unable to look at him for much longer. Bile rises in her throat.

"Where have you been? I didn't see you leave," Ned asks.

"I ran as soon as there was an explosion. I was one of the first ones out," Mason briefly explains. He lets out a shaky chuckle and runs a hand through his hair. "What happened, anyway?"

Michelle crosses her arms, hugging herself in the chilly New York spring air. "We're not sure."

Mason nods, and glances around at the red and blue flashing lights and the EMTs checking injuries. His brow furrows and he turns back to the group. "Where's Peter?"

"I saw him get out, but I'm not sure where he's at," Ned lies smoothly.

Michelle narrows her eyes at Ned, but doesn't say anything.

Eventually the parents of the group show up to take them home, but Eloise's don't show. She called them once, but they didn't pick up, so she just waits by herself for May to come.

Eloise only waits about ten minutes by herself before Peter, dressed in his suit, walks over. She doesn't notice him until he sits next to her on the concrete steps outside the school.

Her eyes widen when she turns to Peter and she immediately wraps her arms around his neck, pressing her face against his shoulder. He doesn't hesitate to hug her back.

They just sit in silence for a while. Peter closes his eyes and inhales Eloise's perfume, but all he smells is dust.

When they separate, Peter keeps a hand on Eloise's arm.

"I'm so sorry you didn't get out in time, and that I didn't help you. I tried to find you, but I had to go suit up so I could protect everyone." Peter apologizes softly as his eyes scan her face. He frowns at the drying blood at the side of her face. He gently turns her face to inspect it, but sees the wound is already starting to scab over. "Did you hit your head?"

"I think so, but I'm fine." She moves out of Peter's hand. "What about you? What happened when I got out?"

Peter lets out a long breath. "He got away."

Eloise's stomach drops. "Did you see him turn into Mason and May? What if he's one of the police officers here, but we just don't know it?"

Peter glances around at the officers on the Midtown campus. He looks back at Eloise. "His eyes were bright yellow, and I don't see anyone with those eyes here."

Eloise nods, but doesn't say anything. Peter sighs. "Do you need a ride home?"

She nods again, but then says, "Can we have a sleepover?"

Peter smiles softly. "Yeah."

_____
So I changed the point of view from third person limited to third person omniscient (kinda sorta...might change it later). Thoughts?

Chapter Song:
Worry | The Vamps