Hey guys, this is NOT one of the pairing one-shots. This is something different entirely.

But, as a quick reminder, if you want to see a pairing one-shot (involving Spidey) comment which pairing you would like below, and whichever is commented the most will get picked for my top 5.

That's all. Read on.

What started out as a peaceful night quickly turned into one of disaster.

The once quiet streets were now broken with screaming and shouts and flashes of red and blue lights and sirens as black smoke billowed from the apartment building and up into the polluted night sky. Peter was there in an instant, swinging in by web.

He landed on the roof of a police car, not even startling the two cops by it. They were probably used to it, he supposed. "What floors?" he demanded right off. There was no time for chivalry or small talk, especially with flames that high.

A different voice, beside him, answered before the cops could, "There are a few kids trapped on the third, and a couple on the fifth," it was a firefighter. Judging by the soot and black smears on his clothing, Peter guessed the guy already did his time in with the flames. He nodded quick thanks and was instantly back in the air and propelling himself inside the burning building. He landed on the fourth floor, breaking in through an overheated window and rolling across the weak floor. He ignored the stinging heat of the flames as he squinted through the smoke for any signs of life, yelling out before the smoke affected him too much, "CAN ANYONE HEAR ME?"

No one answered.

He moved quickly from the room, a kids room by the looks of it, and into the hallway, covering his face with the crook of his elbow. "HELLO? IS ANYONE HERE?" after a quick scan he realized there was no one in this apartment. He moved out into the hallway and across into the next, searching that one too.

No one there.

He moved to the third. This time, there was something. A noise. A call of distress. Peter followed it into the kitchen where a group of kids, teenagers, no older them himself, were stuck behind a barrage of flames cutting off their exit. Peter took a few steps back, before running and jumping through the fire.

They gasped when he landed in front fo them, the wood creaking auspiciously under his feet as if threatening to break right under him. But it didn't and there was no time to focus whether it would or not. "Follow me," he ordered as he helped them to their feet.

"T-the flames," a boy stuttered, coughing violently in his shirt. "The-they're way too hig-"

"I'll handle it," Peter assured him. The flames would be too intense for them. Even the high-quality of his spandex S.H.I.E.L.D costume wouldn't be able to go back and forth too many times. What he needed was an insulator to protect them from the heat. He glanced at his webshooters. And it looked like he had one. "Hold still," he said and quickly covered them in webbing. Not so much that it would restrict too much instant-movement, but enough that the flames would do any immediate damage. It took just a few seconds for each one before they were all properly covered. Wasting no time, he grabbed them one by one by the scruff of their necks and tossed them over the flames and on to the other side. The floor wasn't in immediate danger of breaking...yet.

Once the last one was over, he himself jumped through. He guided them through the building, to the nearest window. With a swift hit of his elbow, the glass shattered. He knocked a few stray, jagged pieces before dubbing it safe enough and shot a web net between two ambulances on the ground.

"Okay, I'm throwing you guys out," he told them. The first kid barely had the chance to say, "What?" before he was grabbed and tossed out the window, where, several seconds later with a scream, he landed safely on the net. Then down went the next kid. Then the next. Then the last.

Peter leaned out the window, taking in as much fresh air as the smoke would allow, before darting back into the building. He found an old man in one of the rooms and got him safely to the ground outside.

The fourth floor was clear. He moved to the fifth.

He found the married couple. Got them to safety.

A little boy hidden inside of a closet. Got him to safety too.

Two dogs. Within minutes they were on the ground.

He moved to the sixth. Then the seventh. Just a few more and...there. The building was cleared. With a middle-aged woman holding on to him, he whisked them both out of the building and on the ground where he immediately handed her off to the proper, knowledgeable hands of a pair of paramedics.

With all the civilians clear, he collapsed on the roof of an ambulance, breathing heavy. His body was sweaty and overheated, his breathing was raspy and laborious from the smoke, and some of the spandex of his stupid and melted onto his skin. Moving hurt, and breathing seemed more like inhaling glass, but that didn't stop the burst of satisfaction in his chest.

He got them out. Everyone was safe. He'd admit, he was worried for a second. Usually, he had his team to back him up on this, but they were all off handling their own superhero endeavors. Nova on an urgent mission with the Guardians, Iron Fist in Kun'Lun, and White Tiger and Powerman somewhere down in Russia hunting down some escaped S.H.I.E.L.D convicts. He didn't expect the Academy to get here so quickly either. They all had classes AND the fire itself was too spontaneous. No one saw it coming.

Peter snapped out of his thoughts as something nudged his foot. He looked down to see a paramedic peering over the edge of the roof, standing on a step-stool, holding a bag-valve mask and a tank of oxygen. "I, uh, thought you might need this," she said.

Peter took it gratefully and thanked her. She smiled, "No problem. Good work out there," then left. Smiling, Peter lifted his mask above his nose and held the gas mask over it, inhaling clean air deeply. His lungs burned with every breath, but it was still as refreshing as a cold glass of water.

But his break was shattered by a wail below in the gathered crowd of people who had assembled to watch the scene. A woman was trying to push her way through the crowds and taped off area, but two police men were holding her back. Her face was panicked and tears glistened from her eyes as she shouted, "MY DAUGHTER! MY DAUGHTER IS IN THERE! SHE'S STILL IN THERE!" her eyes flew around wildly, desperate. Searching for someone to help. They landed on Peter. "PLEASE!" she shouted. "PLEASE! SAVE MY BABY! THE SECOND FLOOR! SHE'S ON THE SECOND FLOOR! PLEASE!"

Peter didn't waste a second. He jumped off the ambulance roof and darted past the fireman and police officers and victims and back into the building. The return of the heat was like a sharp slap in his face and seemed to pull all the clean air he had inhaled right back out.

He coughed roughly, squinting past the smoke. He missed one. How could he miss one? He made his way up to the second floor. It didn't take much time. Only 5 minutes. Once there, he searched desperately. He tried calling out, but his throat was too wrecked to go beyond a raspy croak.

The heat was getting worse. Around him, the building groaned and whined, wood beams splintered, some fell. This building was going down. Getting more and more desperate, feeling worse and worse that he hadn't gotten the little girl, in the beginning, Peter tore through eat room, forcing his voice beyond its limits as he shouted for her attention.

For a minute, it seemed hopeless. Maybe...maybe he was too late.

NO! No! He wasn't he had to find her. He -

A cough. A cough in the next room. A whimper. A plea for help above the crackling of the fire. Peter was there within seconds. And, right there, on the bed of a child's room, a lump was huddled under the cover of a Spider-Man themed blanket.

Relief filled Peter like an endorphin. He ran over to it, throwing the blanket up. The tear-streaked eyes of a little girl whipped over to him. Her fear disappeared almost instantly and was replaced by wonder. "Spider-Man," she whispered.

She couldn't be more than 6 years old.

"Yeah, it's Spider-Man," Peter told her. He grabbed the him-themed blanket and wrapped her up in it. "I'm going to get you out of here, okay?"

She nodded, almost as if in a daze, and said, "My names Lily,"

"Oh, uh, okay, I'm going to get you out of here Lily,"

She nodded again. With that, he swept her up in his arms and left the room. The flames were worse. Scorching against his skin like the sun itself. But he didn't stop as he looked desperately for a window or a fire escape - just anyway to get out.

The building groaned and shook. Peter stumbled to the side, where his foot caught onto the sharp edge of a fallen beam and he fell. The girl, Lily, tumbled from his arms with a surprised cry as they both went sprawling. Peter groaned, feeling his muscle stiffen from the impact. An ache settles deep into his tissue tendons, pulling him down as he tried to get up. Lily stumbled to her feet, eyes wide and mouth open as she looked around and caught sight of him. She pushed to her feet with a strength he didn't have and she lumbered over to him, blanket forgotten. Up close, he could see that her eyes were watering from the smoke. "Here, I got-" she started, but was interrupted by a cough. Despite that, she grabbed his arm and tugged him up.

Peter wanted to thank her. There was no time. His spidey-sense was alive and banging in his head from all directions. Another beam fell. He swept her back in his arms and out of the way. By now the smoke was so bad, he couldn't even see anything.

He coughed, his lungs feeling as if they were burning up right alongside the building.

His spidey-sense tingled again. A section of the roof collapsed, falling on to the floor. With a sharp CRACK under the pressure, the floor itself seemed to fall. Or, at least the section Lily and Peter were on.

THe next minute was lost in weightlessness. They were both falling. Peter clung on to her, curling his body so he got the brunt of the impact. But, out of a nowhere, a cluster of debris knocked into him, mid air, and suddenly Lily was out of his arms and he was hitting the ground. Burnt wood and wash fell on top of him, slicing his skin with splinters and further welding the spandex to his skin. He groaned, then grunted in pain, trying to get his weakened limbs to get up and move faster.

But...he was just...so tired. And he couldn't breathe. And he couldn't see. And...

"SPIDER-MAN!"

Lily. Peter's head snapped back up. Lily was several feet away, on her back, face twisted in pain. Her eyes found his, scared and pleading. "-SP-SPIDER-MAN!"

Peter got to his feet. He staggered over to her, arm throbbing with pain where he fell on it. He collapsed on his knees by her. "Lily," he whispered, "Are you okay?"

She seemed to nod, almost uncertain. "M-my back hurts, a little." There was a burn on her arm. "C-can we get out of here now?...Please?"

Peter nodded. He looked around, but there was no way out. They must've landed past the first floor and right in the basement because they were on concrete and the generator was a couple paces to their left. But there had to be another way out. There just had to be. His eyes fought past the debris and smoke and spotted a door nearby.

That was their way out.

"Come on Lily, we're getting out of here," before he could touch her though, his spidey sense flared. Acting quickly, Peter scooped her up in his arms and jumped out of the way. Upon glancing back, he saw a giant section of the ceiling crush the spot they were once in. He barely had time to breathe before his head was tingling again, this time accompanied by Lily's terrified shout, "SPIDER-MAN! LOOK OUT!"

But there was nowhere to go. His earlier jump to get them out of the way left them stuck in a corner of the room, right by a concrete section near the generator. He was blocked off, left and right. With nothing else to do, Peter curled Lily into his body and turned her away from the oncoming debris. He braced himself.

But it never hit. 3o seconds later, he looked up through squinted eyes. They were pressed tightly against the concrete corner, but the debris was too big and kitty-cornered them. It covered the space around them, blocked off their way of escape, but they were okay. A pipe above them burst when a metal bar impaled it and water gushed out, soaking Peter, Lily, and the debris around them.

It was ironic and amazing, and a miracle. Peter almost laughed. No fire would be getting to them. Not anytime soon anyway. But at least the fire station had time to dig them out and get the flames under order.

Peter breathed deeply but didn't allow his taut muscle to relax. Not just yet. "Lily," he whispered, "Are you okay,"

There was a small sniffle, then a cough, then a nod against his shoulder. "Y-yeah. I think so," Relief entered his system again. They were okay. Everything was okay.

He moved his arms, letting go of her so she could sit on her own. But, as soon as he moved, even a little, her face winced and she whimpered. Peter froze. "Are you sure your okay? Are you hurt?"

She glanced at him through a wince. Almost sheepishly. "My back hurts, a little," she admitted. Worry replaced the relief. He didn't see her where she landed when they fell, but if she landed on her back, that could cause some serious spinal damage. Carefully, he sat down, cross-legged, and decided not to move her until the paramedics arrived.

"Alright, well, we're just gonna stay like this till the doctors show up, alright?"

She nodded. "Okay." she was silent for a second, before adding, "You know, you're my favorite hero,"

For a kid who was almost burned alive, she sure acted casual. He almost laughed, despite their situation. "Oh really?"

"Mm-hmm. I have all your action figures, and I have a Spider-Man bed, and cars, and pencils, and notebooks, and underwear. They didn't have any Spider-Man panties at the store, so I had to get some boy ones," her nose wrinkled amusement as if recalling something funny. "Mom didn't want to, but I got her to say yes because it was my birthday,"

Peter did laugh this time. "Well, I'm glad to have such a dedicated fan. Spider-Man underwear means you at a whole new level of awesome,"

Her eyes lit up. "Really?"

He nodded. She grinned widely, almost not noticing as one arm sub consciously moved over her stomach. She was so small. Her tiny form seemed swallowed up by the red and blue of his spandex covered arms. A curl of protectiveness unfurled in his stomach. They sat in silence for several minutes, not talking, but enjoying the each other's company. "You're my favorite hero," she repeated after a while. "I don't care what the stupid Bugle says. Daniel, he's a boy in my class, he says girls can't like heroes and that you're the dumbest hero ever. But I told him he was stupid and that your the most best one,"

Peter, if possible, grinned wider. "Yeah, girls can like heroes. And thanks for sticking up for me."

She beamed wider. "That's what I said! And now - now I can tell...I can tell him-" her face suddenly twisted into pain and her arms curled further around her belly. Peter's smile dropped within an instant. "My - my belly hurts," she whimpered, and, slowly, her chin began to wobble. Her eyes began to glisten with tears and a shade of innocent child fear trembled in them. "It - it really hurts, Spider-Man," Every hint of her earlier excitement was gone.

Worry gnawed anxiously at his stomach. "O-okay, I - uh, I uh...the police will be here soon," he said, and it was true. Barely, through the wood and metal, he could hear voices above, pushing through the debris. "Shh, no more talking, okay? I need to get you out of here. Okay?" her skin was getting clammy and pale. Her gaze slid off to the side, as if suddenly confused.

"B-but it really hurts," tears began to fall from her eyes as her breathing got labored. Peter felt himself panic as a trickle of blood slowly began to snake from the corner of her mouth. "It - it," a cry of agony suddenly tore past her throat, too pained and too panicked to come from the lips of a child. "It hurts!" she screamed. "It hurts! M-make it stop! PLease, Sp-SPider-Man! Make it stop hurting!"

Peter held her closer, brain reeling in terror, swallowing past the sudden lump strangling his throat. "I...I...I.." his eyes squeezed shut, cutting off his panicked rambling. He didn't know what to do. What was he supposed to do? "I...ca-can't yet. The doctors are almost here, though. It's okay. I got you, Lily. I got you. Shhh," she sobbed into his chest, sending shrieks and cries of pain slicing through his skin and right into his heart. Every remnant of the happy girl was gone and replaced with fear and pain. As she was distracted, he gently felt her stomach. It was swelling.

If she did land on her back then...then...

His body was shaking as his mind came to a horrifying conclusion. The lump in his throat intensified till it was suffocating. Light-headed, he almost didn't notice as her sobs grew weaker, and her body slowly began to go limp. "H-hey!" he pleaded. "Come on Lily, stay with me. You're gonna be okay. Please, talk. Say something. What was it you were going to tell Daniel at school?"

Her face pressed into the spider symbol on his chest, her body heaved with each staggering, laborious breath; tears soaked the spandex. "I...I want my mommy," she whimpered.

Peter's own eyes welled with tears. "You're gonna see you mommy, Lily. I promise. Just keep your eyes open. The police are gonna dig us out soon, you'll see. Just keep your eyes open. T-tell me about yourself. What's your favorite color?"

Her eyes were unfocused. "Color?" she repeated, almost listlessly. "...blue...and red..."

He nodded, and continued to nod, unable to stop himself. "Okay - okay, and your favorite animal?"

"Spider"

"Why?"

Her breaths were coming out short. "B-because of you. Because Spider-Man saved my mommy,"

Peter stopped breathing for a moment, before resting his chin on her head, softly, with barely any weight. He stared at the wall as a melancholy feel spread through his limbs. "When...when did Spider-Man save your mom?"

"O-on the bridge, a long time ago. From a bad guy,"

"And what about your dad?"

"I...I don't have one,"

Peter blinked and swallowed thickly. "What's your favorite thing to do in school?"

But there was no answer this time. She had gone still. "Lily?" he looked down, rolling her head to the side, away from his chest, with the gentlest of touches. "Lily?" her baby blue eyes, once bright and beautiful, were now widened in pain and fear and stared up into his mask lenses, dull and lifeless. Her cheeks were still wet and streaked with red, the red trickle of blood rolling down from mouth stood out against her pale skin. "LILY!" he bent down, putting his ear to her chest. There was no beat.

No....

No. No, it c-couldn't - she couldn't...no.... her body was still warm. Her cheek was still wet. No.

NO!

"LILY!" he shouted. "No, come on, please!...please, Lily!...LILY!!"

Something in him shattered. his body shook with tremors as grief imploded in him like a black-hole, sucking everything within in. "No, please! Lily!" his chin trembled as tears sprung from his eyes, instantly soaking through the mask. "No, you need to be okay, Lily. Come on, please," she didn't respond. "What about your mommy? Don't you want to see your mommy?"

Her lifeless eyes stared into his.

Broken cries racked Peter's body. He pulled her close, embracing her fully, protecting her with his arms. He rocked her slowly as if rocking a baby, sobbing into her hair.

2 minutes later, there was noise outside the barricade of debris. 3 minutes later, light burst in as some of it fell away. Someone shouted, "We found them!" but Peter hardly heard.

They were too late.

5 minutes too late.

PAGE BREAK

He opened the door to his house feeling numb.

He wasn't changed out of his costume. He had a thin blanket, given by the paramedic, still wrapped around his shoulders. His body and mind hurt with every step, with every breath, and every beat of his heart.

Aunt May was already waiting for him.

Looking into her eyes, he knew she knew. It was probably all over the news by now. The story of Spider-Man uncovered from a collapsed, burned down building, sobbing and cradling the body of a dead little girl in his arms.

They didn't know how she died. According to the paramedics, it might've had something to do with her spinal chord and internal bleeding. And the only thing that could cause that was powerful, blunt hit to her back.

Like falling two stories down and landing on her back. The combination of her endorphins and adrenaline was enough to mask the pain for a little while. But then...after that...

Aunt May didn't say anything. She knew there was nothing she could say. Only opened her arms, inviting Peter in. Which Peter did. He fell into her embrace, clinging to her shoulders and arms as if it were the one thing connecting him to the reality. He instantly erupting into tears again and sunk to his knees onto the floor. Aunt May went down with him, holding him in his arms almost in the way he had with little Lily.

If only.

If only he'd gotten there 5 minutes earlier.