"Breathe in, breathe out. Breathe in, breathe out."
Peter Parker stood on the edge of an apartment rooftop, his half-finished handmade Spider-Man suit fluttering slightly in the wind.
The fabric still looked rough, the mask hanging loosely around his neck, goggles not yet attached.
"Just like how you used to do, Peter," he muttered to himself, shaking his head. His hands trembled a little as he flexed his fingers over the web shooters strapped to his wrists.
"Come on, pussy. Don't tell me you're afraid of heights."
Peter turned around sharply. Gwen was there, sitting casually on the edge of the building with her legs crossed, a box of pizza beside her. She had followed him up just to see how his new web-shooters worked.
"Really? Is mocking supposed to help?" Peter asked, narrowing his eyes.
"Says the guy with fifty years of experience, and now he's afraid of heights?" Gwen teased, smirking as she bit into a slice of pepperoni pizza.
Peter let out a faint laugh.
Well, I did take on a felicia back then…
he muttered under his breath. With a deep breath, he took one last step forward — and dropped off the building.
"Peter!" Gwen gasped, her mouth falling open. A piece of pepperoni slipped right out and landed on her shoe. She scrambled to her feet, nearly dropping the pizza box, and rushed to the edge.
She looked down. The street stretched far below, and Peter was nowhere in sight. "What the what—?"
"Boop."
"KYAA!!!" Gwen jumped nearly three feet in the air. Peter was standing right behind her, upside down, clinging to the wall like a spider.
"You! But… but how?! You just—"
"Confused?" Peter chuckled. "I crawled on the wall, silly."
He reached out and tugged her nose playfully, giving it a gentle wiggle.
"Don't scare me like that!" she said, swatting his hand away.
"Says the one who told me to jump."
"Okay, okay, I take it back," Gwen said, crossing her arms. "Can you actually swing like you said you could?"
Peter grinned beneath his half-mask. Without answering, he shot a web at Gwen's waist and yanked her forward, stopping her just a few inches from his face.
"Then let's try," he said in a low, mischievous tone.
"Eh?"
Moments later, Gwen's scream echoed through the city.
"KYAAA!!!"
They were swinging between skyscrapers, Peter's web lines glinting faintly in the light of the setting sun. Gwen clung to him tightly, arms wrapped around his shoulders, face buried against his chest as the wind whipped her hair.
Each arc through the air grew smoother. Peter adjusted his grip, feeling the tension in the line, the rhythm of the swings — release, shoot, catch, pull.
Down below, people on the sidewalks stopped to stare. Some pointed, others pulled out their phones. To them, it looked like a masked man was kidnapping a girl right through the heart of the city.
"Thank God you had an extra mask!" Gwen shouted over the rush of the wind, her voice muffled.
Peter laughed. "Hehe, let me guess — expecting to be on the front page tomorrow?"
"Shut up…" she muttered, pouting.
She rested her head on his shoulder as they glided through the skyline, the night air wrapping around them.
The sound of wind, laughter, and webbing filled the space between — the birth of something new, something heroic.
"Hey, Gwen, wanna see something amazing?"
"What?" Asked Gwen in question.
"Hold on!"
Before she could react, Peter shot a webline and swung upward with her clinging tightly to him.
The air rushed past them as they soared higher and higher — the city shrinking below until they reached the top of the Stark Tower.
He landed lightly on the edge, setting Gwen down beside him. The wind brushed through their hair as they both gazed out at the horizon, where the sun was melting into orange and gold.
"You're right, Petey," Gwen said softly, eyes reflecting the glow. "It's really… amazing."
They sat together on the cool metal surface, legs dangling over the edge. Peter wrapped an arm around her shoulder, pulling her close as they leaned against each other in the fading light.
He tapped a small device on his wrist — a piece of his homemade tech — and a faint pulse flickered from it.
"There. Signal's blocked," he murmured. "No tracking from the Stark Agency tonight."
Gwen glanced around, brushing her hair back behind her ear. "I still can't believe we're on Stark Tower," she said in awe.
"Remember when Tony Stark announced himself as Iron Man back in 2010?" Peter asked with a faint smile.
"Kinda wild, Petey. Didn't you, like, look up to him?"
"Yeah," Peter said quietly. "Still do."
She tilted her head curiously. "Say, did you ever… team up with him?"
Peter paused, rubbing the back of his neck as a small laugh escaped him. "I… kinda helped him here and there. Including during the war against Thanos."
"That purple alien you mentioned to me back then?" Gwen frowned, crossing her arms. "I still don't get why he wanted to wipe out half the galaxy's population."
"Like I said," Peter replied with a faint smile, "he's mad, Gwen."
Her eyes widened slightly. "Did you… turn into dust?"
Peter's smile faded. He looked down at his gloved hands. "...Yeah." His voice dropped to a whisper. "You didn't."
"Aw, come on!" Gwen pouted, then suddenly threw her arms up and shouted at the glowing sky. "You've put him through enough, universe! Stop hurting my Petey!"
Peter burst out laughing. Her dramatic yell echoed through the air, bouncing between the nearby towers.
Gwen turned to him with a grin, cheeks slightly pink from the wind — or maybe from his laughter.
He shook his head fondly. "You're unbelievable, Gwen."
"Yeah," she said proudly. "But you love that about me."
Peter smiled. The city lights began to flicker on below, and for a brief moment, everything — the wars, the pain, the dust — felt far away.
It was just the two of them, sitting high above the world, watching the last sliver of sunlight fade into night.
Later that night, around 8 p.m.
Peter swung Gwen back to her apartment rooftop, landing softly beside her.
"Thanks for the ride home, Pete," Gwen said, brushing her hair from her face with a smile.
"Anytime, Gwen. We should do this again sometime."
"Haha, how about after I calm myself down for a while and—?!"
PANG! PANG! PANG!
Several apartment lights around them suddenly flickered out, one by one, until the entire block fell into total darkness.
Peter froze. His spider-sense roared to life — sharp, blinding, almost unbearable.
"GRAHH!!!"
He staggered, clutching his head in agony.
"Petey?! What's wrong?!" Gwen cried, grabbing his shoulders.
Peter gritted his teeth, looking toward the city skyline. A faint, eerie light pulsed in the distance — right over Times Square.
"No… no, no, no…" he muttered, eyes wide with dread. He ripped open his backpack and pulled out another suit — sleek, black, and reflective with a faint blue sheen.
"Wait—you have another one? And it's all… latex and rubbery?" Gwen asked, confused but trying to hide her fear.
"No time," Peter said firmly, fastening the mask. "Gwen, I need to check it out."
Gwen stepped in front of him, blocking his path.
"Peter, don't."
"Gwen…"
"JUST DON'T!"
Her voice cracked as tears welled in her eyes, spilling down her cheeks. Fear trembled in her tone — fear of losing him.
Peter reached out gently, cupping her face in both hands. Their foreheads touched, breath mixing in the quiet night.
"Gwen… you know what I'm capable of," he said softly.
"But you—" she hiccupped, her voice breaking, "you don't have to keep doing this Spider stuff. Can't you just… end it all? Just be you?"
Peter smiled faintly, sadness in his eyes. He leaned in and kissed her — soft, slow, and full of reassurance.
When their lips parted, he pulled her into a hug, whispering against her ear, "I have to. Because if I don't… then everything I've done — everything I will do — will be in vain."
He stepped back, tightening the suit's mask as he climbed up onto the rooftop edge. Gwen's trembling voice reached him once more.
"Peter… why are you really doing this?"
He turned halfway, the moonlight catching the edge of his mask.
"I'm Spider-Man," he said calmly. Then, with a teasing grin beneath the mask, he added, "And besides… I'm not letting you die before you head to Oxford to further your studies."
"What?!!!" Gwen blurted out, stunned.
Peter winked, then leapt from the edge — webline shooting out into the night.
She watched as he swung away, his figure fading against the glowing horizon of Times Square.
"Huh… Oxford, huh?" Gwen muttered with a faint laugh, wiping her tears. "Way to go, me."
She patted her shoulder gently, smiling through the sadness as the city below flickered in chaos — her heart still chasing the sound of his webbing.
Peter swung through the city with sharp, powerful motions — faster than usual, his web-lines cutting across the skyline with near-perfect precision.
The cold night air rushed past his mask, but his thoughts burned hotter than ever.
It can't be…
His heart pounded as he landed on a lamppost, using it to launch himself forward again.
It was supposed to happen years from now… after Gwen left for Oxford… not tonight.
He muttered under his breath, barely noticing the buildings flashing by as he propelled himself forward with a tight, parlor-style rhythm — launch, twist, swing, release.
Finally, he reached Times Square.
The bright screens that usually painted the city in neon were now flickering erratically — some shattered, some sparking.
The entire square was tense, filled with shouting officers, flashing red-and-blue lights, and in the center of it all—
"Max…" Peter whispered, his voice heavy with dread.
Max Dillon stood in the middle of the square, trembling, hands raised in surrender as police surrounded him in a tight circle. His face was pale, confused, terrified.
"Please!" Max pleaded, his voice cracking. "Please, just hear me out! I don't know what's happening—please!"
"Put your hands where we can see them!" one officer barked.
"Get on the ground! Now!"
Guns were drawn. The laser sights danced across Max's chest. Every sound in the air — the shouts, the hum of electricity — made Peter's stomach twist tighter.
From a dark alley high above, Peter crouched on a steel beam, watching in silence.
"F***!" he hissed under his breath, slamming a fist against the metal. Anger and guilt flooded through him.
"HOW IS THIS POSSIBLE?! It hasn't even been a year yet…!"
He paced restlessly, his mind racing with memories — the files, the reports, the accident.
Max became Electro because of Oscorp's corruption,
he thought grimly.
They covered up his death after that fall… into that tank of bio-electric eels… they were testing them for sustainable power.
He looked back down at Max, whose hands were shaking uncontrollably, blue sparks flickering faintly between his fingertips. The fear in his eyes was unmistakable.
"I tried convincing him before… but that damn sniper…" Peter muttered.
Then something caught his eye — two faint glints of metal from the rooftops opposite each other.
Snipers.
His pupils dilated beneath the mask.
"Nope. Not this time."
Without another word, Peter shot a web to the nearest building and launched himself silently into the air.
His movements were fast — surgical. He landed behind the first sniper, grabbed the rifle's barrel, and twisted it upward before webbing the man's mouth shut and knocking him out cold.
Before the second sniper could react, Peter was already swinging toward him. A quick somersault, a web to the wrist, and a hard pull — the rifle flew into the night sky. Peter pinned the second shooter against the wall with a heavy thud.
He crouched there in the shadows, breathing steadily as sirens wailed below.
Not again, he thought. Not like last time.
BANG!
The sound of a gunshot cracked through Times Square. Peter froze mid-swing. That wasn't a sniper's round — it came from one of the police.
"Ah… you shouldn't have done that," Peter muttered in disappointment, already knowing what would come next.
Max stumbled backward, clutching his side. His face twisted in pain — then in fury.
"You… motherf***er!!!"
Blue lightning surged from his hands, sparking uncontrollably. With a furious scream, Max thrust his arms forward, releasing a massive electrical blast.
A nearby police car exploded into the air, flipping violently before crashing down toward the very officer who fired the shot.
"Dammit!" Peter yelled, diving from above.
He shot a webline, yanked himself downward, and slammed onto the ground between the officer and the falling car.
With a quick brace and a grunt, he caught the vehicle mid-fall, muscles straining as metal groaned above him.
The officer flinched, eyes squeezed shut, certain his end had come. But when he opened them again, a masked figure stood before him, holding the flipped car with both hands.
"W-what… what are you?" the officer stammered.
Peter smirked beneath his mask. "Just your friendly neighborhood nobody."
He shifted his weight, flipping the car upright with a heavy clang. "Man," he muttered, "this could make one hell of a lifting workout."
The crowd around Times Square went silent. Every camera, every pair of eyes — even Max's — turned toward the mysterious figure standing under the flashing lights.
"Who are you?!" Max shouted, his hands still glowing with unstable electricity.
Peter raised his palms calmly. "Easy there, Max."
Max blinked, startled. "You… you know me?"
"Of course I know—"
"HOW?!" Max interrupted, voice breaking with rage. "I'm a nobody!"
Peter took a step forward, hands open, voice gentle but firm. "Easy, Max. It's gonna be okay. Look at me. I've got powers too. You've got electricity, I've got… spider stuff. Guess we're both kinda weird, huh?"
Max's breathing was shaky, sparks flickering uncontrollably across his skin. "I was just doing my job," he said, voice trembling. "I tried to fix a circuit problem by myself. I even told security to shut off the main power at Oscorp but… but…"
Peter nodded slowly, taking another step closer. "I know, Max. It's gonna be okay. Just come with me — we'll get you some help."
"Help me?" Max muttered, his voice cracking. "Heh… how can you help me? Look at me." His hands trembled. "I'm hideous."
"Hey!" Peter's tone sharpened. "You're not a nobody, dammit. You're somebody. You've got power — and you can use it for good. You could help people, light up the city, even become an Avenger."
"An… Avenger?"
Peter smiled faintly. "Yeah! Like Hulk or Thor. Man, if Thor saw you, he'd totally want to spar with you. Lightning versus lightning — now that's a fight."
Max chuckled weakly through the tears forming in his eyes. "I… I guess. But… my body…"
Peter stepped closer, lowering his voice. "Only those who attempt the absurd…"
Max blinked, recognizing the words — and softly finished them.
"…can achieve the impossible."
They both stood there for a moment — the hero and the outcast — under the electric glow of a broken city, the storm within them both finally quieting.
"Heh, Albert Einstein…" Max managed a weak laugh.
"Hey — no scientist can understand that lunatic, right?" Peter joked back, trying to keep the mood light.
"Hehehe… true."
Peter stepped forward and held out his hand for a handshake. Max hesitated, then reached — and froze just before their hands met.
A voice from the crowd cut through the air like a blade.
"Take him out, spider!"
The shout was followed by another.
"Don't let a freak like him near us!"
The murmurs swelled into a chorus of jeers. Faces turned sour. Phones pointed. The tide of the crowd flipped in an instant.
Max's eyes widened. He looked up at the giant screens above Times Square — and saw his own face plastered across them, magnified a hundred times over.
"They're looking at me," he whispered, panic building in his voice. "They're all looking at me…"
"Max, don't listen to them," Peter said urgently, reaching out again, voice low and steady.
But the noise swallowed Peter's words. A thousand angry voices poured in from every direction. Max clapped his hands over his ears.
"Stop… stop…!" he begged.
"SHUT UP!" the crowd roared back, and the pressure of it — the fear, the hatred — slammed into him.
A light flickered above. A loud POP echoed from the electronic boards. The air tasted of ozone.
"NO — I SAID STOP!!!" Max screamed — and the world answered.
BOOM.
Darkness swallowed Times Square. One by one, every billboard blinked out, then burst into a shower of sparks and fractured glass. The screens cracked with electric fractures that crawled like lightning across their faces.
A woman next to them screamed. "KYAA!" Somebody shoved. People started running.
"RUN!!" someone cried. Feet pounded pavement. The crowd surged, a living wave of panic.
"All units — take them down! I repeat, take them all down!!!" a police dispatcher barked into a megaphone, the command slicing through the chaos.
Peter's instincts snapped into motion. He moved between Max and the nearest cluster of panicking civilians, palms open and calm, trying to anchor Max's spiraling fear. His body was a shield; his voice, a tether.
"Max! Focus on me! Breathe. Look at my eyes. You're not alone!"
But the order to the officers floated over everything, heavy and inevitable, and the night tightened like a fist around them both.
The square had become a storm — of sound, of sparks, and of fear — and in the center of it stood two men everyone else insisted were monsters.
"No… I didn't mean to—!"
BANG! BANG! BANG!
The gunfire echoed across the square. Several bullets struck Max in the chest, his body jerking from the impact. He stumbled, eyes wide in shock, before collapsing onto his knees.
"I said STOP!!!" he screamed, his voice breaking into static.
A surge of electricity erupted from his body. The air exploded in a blinding flash as bolts of blue lightning shot in every direction, tearing through police cars and scattering officers like rag dolls.
Peter dove forward, firing rapid web-lines to yank several officers out of harm's way before the shockwave hit.
"MAX, NO!"
Max turned, rage and betrayal etched across his glowing face. His voice cracked with hurt.
"You… You'd rather save them than me?"
Peter shook his head, desperate. "No, that's not what I did—"
"Nah," Max said bitterly, his tone trembling. "I get it now… sweet talk, right?"
"Max, you're not a bad guy. You're—"
Max's lips curved into a faint, tragic smile. "No… I'm not a bad guy…"
He looked down, muttering under his breath, "Just a broken bad guy."
ZAP!
"GAH!!!"
A bolt of lightning shot straight into Peter's chest, hurling him backward through a salon window. Shards of glass scattered as he hit the floor hard, rolling to a stop among flickering lights and smoking hair dryers.
Max's laugh echoed through the chaos. "Today's my birthday," he shouted, rising into the air as lightning danced around him. "So now it's time to light up my candles!"
He soared above Times Square, his body pulsing with raw power. The electricity around him crackled and expanded, illuminating the city in a blinding electric storm.
Max unleashed his fury — lightning striking every direction, billboards exploding in showers of sparks, street lamps bursting, store windows shattering under the surge.
"TAKE A LOOK, NEW YORK!!!" he roared. "THIS IS WHAT YOU WANTED ME TO BE?! WELL, CONGRATS — YOU ALREADY GOT IT!!!"
He gathered the full charge into his palms, forming a massive, glowing sphere of energy that vibrated with unstable power. The light from it bathed the city in blue fire.
Peter swung out of the ruined salon, cutting through smoke and debris, his suit scorched but his eyes fierce.
At the last second, he shot a webline and propelled himself straight toward Max, kicking him square in the gut.
THUD!
The blow sent Max crashing into a nearby billboard, sparks exploding as the giant screen flickered and died.
Max snarled, his eyes glowing brighter than ever. "Oh, it's on, bug!"
Peter landed on the edge of a lamppost, cracking his neck sideways with a grin beneath the mask.
"I didn't wanna fight you," he said, lowering into a ready stance. "But now… it's really on."
"DIE!!!" Max roared, unleashing a furious blast of electricity toward Peter.
Peter swung between the flashing neon wreckage, his body twisting through the air in fluid, acrobatic motion. Bolts of lightning streaked past him, tearing through signs and shattering glass.
He flipped upward, soaring high above the chaos. Max aimed another surge — but Peter twisted midair, firing a webline that latched onto Max's chest.
With a sudden yank, Peter zipped downward at full speed.
CRASH!!!
The two slammed into the pavement, the impact shaking the ground. Peter landed atop Max in a crouched spider stance, his hand pressed into the cracked asphalt.
The concrete beneath them splintered outward, forming a spiderweb pattern around the crater.
Electric sparks danced around Max's twitching form as he glared up at Peter, eyes glowing like molten blue fire.
The air crackled with violent tension. Max's body pulsed with raw electricity, his veins glowing like lightning rivers beneath his skin.
"You really think you can stop me, bug?!" he shouted, pushing Peter off with a shockwave that sent him skidding across the cracked asphalt.
Peter flipped backward, landing in a low stance — his black suit shimmering under the flickering streetlights, blue lines pulsing faintly like veins of energy.
"Max, you're letting it control you," Peter warned, his modulated voice deep and distorted through the mask.
"Control me?!" Max sneered, rising from the crater. "No, no, no — I am the control!"
He thrust both hands forward. ZAAAP!!! A torrent of lightning screamed across the street, blowing apart cars, signs, and chunks of asphalt.
Peter sprinted through the chaos, sliding under a stray bolt, then leaped — spinning midair to deliver a web-assisted kick to Max's jaw.
Back at Gwen's apartment, she and her family, using the backup power watches the live news as the camera recording Peter with his face covered with his spider mask, and Max fighting like its a battle to the death.
"Petey....." Gwen's worried thought lingers for Peter to be alright as she cups her hands together and prayed secretly and silently under her breath for Peter's safety.
Max flew back but caught himself, hovering midair, grinning manically. "Heh. You hit harder than the last clown who called himself a hero!"
He unleashed another surge — this one faster, angrier, tighter. The energy wrapped around Peter, slamming him into a taxi and sending electric sparks dancing across his latex suit.
"ARGHHH!" Peter growled through clenched teeth, his body twitching. The rubberized suit absorbed most of it, but the pain still burned through his muscles.
Max floated higher, his aura glowing like a living storm. "Look at you. Crawling. All of you heroes are the same — fake promises and empty words!"
He fired again — one, two, three rapid blasts — BOOM! BOOM! BOOM! Each one exploded closer until the last hit Peter dead-on, throwing him through a shop window.
The crowd watching from afar gasped. To them, the black-suited figure looked defeated.
Max descended, laughing through the crackle of his electric aura. "Guess you're not so super after all. What's your name, huh? 'Midnight Spider'? 'Electric Bug'? Doesn't matter. You're done!"
But from inside the smoke and sparks, Peter's voice echoed — calm, confident, unbroken.
"Done? Heh… "not even close."
The shadows shifted. A faint blue pulse glowed through the dust.
Max's grin faltered. "What the—"
CRACK!
A webline shot out, yanking Max down from the air — and before he could react, Peter burst from the smoke, tackling him through a neon sign.
The two crashed hard into a building, sparks and glass raining down as Peter roared, "You're right, Max. You are powerful… but you're no god!"
Max struggled, snarling as his hands lit up again, "You don't know what I am!"
Peter's eyes glowed faintly blue behind the lenses. "You'd be surprised what I know."
Peter raised his fist, veins pulsing with light. Energy began to drain out of Max's body, drawn straight into Peter's hand.
"No… NO!!!" Max screamed, his voice distorted by crackling static.
Peter's eyes narrowed. "Sorry, Max."
WHAM!
One devastating punch — Max went flying, crashing through building after building, shattering glass and concrete in his wake.
"Cough… cough…" Max spat blood, barely able to lift his head. "How… impossible…"
Peter stepped through the smoke, his silhouette sharp against the flickering blue arcs dancing around him.
"Yeah," he said coldly. "Absurd can achieve the impossible."
Max's eyes widened in fear. "Stay away… Stay away, monster!"
Peter stopped just above him, his tone calm but heavy. "Monster? Yeah… I guess I am. I tried not to rely on my powers. But power—" he clenched his fist, "—always comes with responsibility."
He crouched down to Max's level, voice low.
"Take a nap, Max."
"Nap? What… nap…?" Max's words slurred as a faint hiss escaped from Peter's suit.
A thin mist enveloped Max's face — knockout gas.
"Zzz…"
THUD. Max collapsed unconscious.
Peter exhaled, his breath shaky. "So tired…" he muttered, lowering himself to the ground. His suit's blue lines dimmed as the night breeze brushed over him.
He looked up at the sky — at the stars that always reminded him of everyone he'd lost.
"If I can't change my enemies' fate," he whispered, "then how am I supposed to change the real endgame… against Knull?"
---
Chapter 15 — End.