Set in season 4, after episodes 10 and 11 "Return of the Sinister Six" part 1 and 2. The aftermath of the battle and Peter's thoughts after losing Ben.

Peter trudged down the damaged halls of the Triskelion.

His feet sloshed through the flooded halls, cold ocean water soaking into the soles of his boots and turning his feet numb. Debris and plaster cover almost every inch of the floor. The entire building is one big battleground made up of broken edges and falling beams, the hit it took was almost enough to knock it down for good. He's walking, but it feels more like a trance. His arms are folded tightly against his aching chest. Several of his ribs are cracked, maybe even broken, and he doesn't need to lift his shirt to know that there are giant purple splotches coloring his skin from the beating Ock gave him on Octopus Island. He hadn't gone to Connors, or any of the medics, to get checked over yet. Agents were running around going through the necessary protocols, and almost all of SHIELD's medics were busy with his teammates and any other SHIELD personnel that got caught in the ensuing battle. He'd issued an all-building evacuation when he decided to stay and fight, but there were so many people and such little time, that not all of them made it.

He was waiting on the kill count. None of his teammates had been killed, just badly hurt and half-drowned. But there had been casualties, he's gone through enough battles of this magnitude to know when people were dead. He hadn't been expecting this. When the Sinister Six showed up, he thought it was the regulars. Kraven, Electro, Rhino, Scorpion, Otto - but Goblin had been in the ranks, and so had Hydro-Man. Peter wasn't prepared to fight a tsunami head-on.

He glanced around the waterlogged room and his heart crushed under the grief. He'd wait until the team and all the agents caught in the crossfire were taken care of. Besides, he didn't feel like talking to anyone right now, and he's muscled through worse pains.

There wasn't a destination he had in mind. He let his feet move on their own so his brain could, unsuccessfully, sort through the muddled and shocked thoughts drifting in and out of clarity. But he was surprised, startled even, when he realized he was in Connor's lab, directly in front of the machine he'd stored the Anti-Hydra weapon in. He faltered, just for a second, before making his way to the middle of the room on shaky legs, and just stood there.

Everything was ruined. Ock and his Six did a number on the place. On the whole Triskelion.

For the first time since getting back, Peter truly let himself get sucked back into the events of the day. Of the past few hours. He'd been mindlessly roaming, and now free from the eyes of others, his demeanor cracked and the waters rushed in. He dropped to his knees, pain smarting through his aching legs, but it's a sliver to what he feels in his heart. He can still feel Scarlet's body behind him, the kick in his back, forcing him to his knees, pulling his arm backward. He can feel Scarlet gripping the back of his head, pulling on spandex and hair as he forced Peter to look up. He felt sharp, tingling pain on his scalp and cold fear that shot through his body when Scarlet's barb popped out centimeters from his vulnerable torso, a threat to not move growled in his ear.

Peter felt anger and hurt, and betrayal as his mask was taken from him. As his biggest and most trusted secret was stripped away and thrown back into his face. He could still feel it – even now.

The adrenaline tingling through his body slowly dripped from his limbs and left him feeling small, drained, and weak. He came so close to losing Aunt May today. The realization makes his eyes water. She was okay and being tended to by a medic, but that only eased the pain slightly. She'd still almost died. Ripped from him like Uncle Ben. It was too painful to think about.

Slowly, he pulled one arm from its locked position around his torso, softening his fist to reveal the fabric clutched in his fingers. His eyes roam over the fibers of the black fabric, the glossy shine of the red lenses. Scarlet Spider's mask. Peter had picked it up when Scarlet threw it on the ground in defiance of Ock.

He wanted to give it back once the fight was over, but...Scarlet wasn't coming back.

The fiery desperation as he, Amadeus, and Miles flew to Scarlet's rescue had become smoking, dead embers; completely extinguished. And now, this mask was all he had left.

A few years ago, when Peter first joined SHIELD, Goblin had wrecked the Helicarrier and sent it nose-first into the bay. He'd stayed back on the sinking craft, helping people get to escape pods, and he wondered if this is how the team felt when they thought he'd been killed in the ensuing explosion. This crushing wave of sadness, regret, and grief coupled with the knowledge that maybe, just maybe, he could've stopped it.

Peter clutched the mask tighter, a sudden burst of anger exploding in his chest with wild, hot shrapnels. It wasn't fair! Scarlet – Ben didn't deserve that fate. He may have betrayed them, and spied on them, but in the end, he'd made the right choice. It couldn't make up for everything that he did, but it was a start. He was supposed to survive, and make up for what he'd done, and earn the forgiveness he deserved. He was supposed to be alive.

It wasn't Ben's fault he'd been abandoned and alone when Octavius picked him up. It wasn't his fault that Ock experimented on him because of Peter. Because Otto wanted to make a better, stronger Spider-Man.

And you did Ock, Peter thought bitterly. You helped kill him too.

This hurt. It hurt so much. His brain is going wild with crazy possibilities. Maybe he could bring Ben back. Maybe Ben wasn't dead. Maybe there was still something Peter could do. Aunt May had liked him. She liked him a lot. And now, she lost two Bens. Peter lost two Bens.

Why was it that every time Peter tried to be a good leader someone had to get hurt? Flash still had a broken leg and was in even worse shape because Peter asked him to defend the key. Aunt May was bruised and battered just by association with him. His team was getting checked on by medics, Cloak and Dagger were who-knows-where, and Peter's original team, the ones he trusted the most to always have his back, were out on missions. Nick Fury was still MIA, and Nova was missing too. The rotten cherry on top was that Otto knew his secret identity. He knew that Peter Parker was Spider-Man, and now Aunt May was going to be in constant danger. Everything was in shambles around him, and they have been ever since he took charge.

He didn't realize he was crying until he ripped his mask off and felt cool wetness on his cheek. He didn't know what to do anymore. Everything was falling apart. The Triskelion was barely standing, Queens was wrecked, he was losing teammates left and right, and he didn't know how to fix it.

Frustration and anger bubbled to the front of his mind like acid and ate away everything else. He squeezed his eyes shut, the burn of unshed tears putting pressure in his head. "Uncle Ben," he said, voice thick with emotion, "I wish you were here...you'd know what to do..."

There was no answer or past recollection. No ghost to lay a hand on his shoulder and tell him it'll be okay. No divine revelation that gave him the strength to get to his feet. He was alone with nothing but his thoughts. He reopened his watery eyes and stared at Ben's mask blankly, with no emotion.

"Ock was wrong," Ben had told him over the static'ing screen, "Compassion isn't your greatest weakness, it's your greatest strength. Continue being what you are, a hero."

Maybe he didn't need a divine revelation, or the ghost of his Uncle to lift him back up. It doesn't matter what he needs right now, other people need him. He didn't have time to sit here and wait for someone to tell him how to fix this. He wanted to. Desperately. He was sick of holding the reins, but someone needed to get the Triskelion back in order. And he supposed, right now, it was up to him. No matter how much it crushed his shoulders or the way it made him want to scurry in a dark hole and never come back out, he couldn't abandon the people who needed him.

Peter stopped strangling the mask and gently folded it into his palm. Ben would want him to stay strong. Both Ben's would.

And right now, he needed to be as strong as ever. With his team looking to him for answers, Peter needed to be ready. He needed to find the strength to keep it all together, if not for himself, then for them.

"Don't worry, Ben," he whispered, expression hardening. "You're sacrifice won't be in vain."

Peter got to his feet. He took a deep breath that flooded his chest with pain, but it cleared his head. He'd keep fighting, he'd try to be the leader his team deserved, and he is going to bring Doctor Octopus down while he did.

"You crossed the line this time, Doc," he muttered darkly, pulling on his mask with renewed vigor, powered by determination, grief, and rage.

No one messed with his home, his friends, or his family and got away with it.

Gosh, I wish we got more insight into what Peter and everyone were feeling after that battle. Such potential to get a look into their thoughts and emotions. Thanks for reading! Drop a comment below!