(Panic attack warning!!)

Around this time, all the way over in Hell's Kitchen, Matt was fast asleep in his bed. By fast asleep, it meant he was out. His body had been so worn out that once he fell asleep, it was as if he had gone into a deep, almost meditative state.

Kasey had been fast asleep in the chair at the end of the bed as well. Or she was until she jerked awake with a sharp gasp, her heartbeat racing as she panted, her body coated in a cold sweat that made her shudder.

Her senses were screaming multiple things as she tried to calm down.

DANGER

WRONG

NOT SAFE

WAS TAKEN

She shoved her hands over her ears, trying to drown it out as everything was just so loud.

But the smells of Matt's apartment caught her attention and tried to focus on it. 'I'm okay. I'm at Matt's. I'm okay.' She told herself but her senses kept screaming.

LIES

DANGER

WRONG

NOT SAFE

She shook her head. 'What do you mean?! I'm in a chair, I'm in his apartment, and we're safe-'

HE IS NOT SAFE-

That made her freeze and lower her hands, listening carefully for him but everything was still dialed up to an 11.

She shook her head in denial. 'He's asleep-'

THEN WHY CAN YOU NOT HEAR HIS BREATHING

She stopped again and tried to focus on him and found that the voice was right and she couldn't hear his breathing and her own heartbeat was too loud to hear his.

'H-He's- He's just asleep- It's fine- There's no need to wake him-'

BUT WHAT IF YOU'RE WRONG

DANGER

WRONG

TOO QUIET

Kasey covered her ears again. 'Stop it! It's fine! It's- It's fine! Everything is-'

DEAD

Her heart skipped a beat and quickly shook her head. 'N-no- He's-'

BUT WHAT IF YOU ARE WRONG

She felt tears drip down her face before shakily standing up and silently moving over to the bed. 'I don't need to wake him- H-He's fine-'

HE IS HURT

HE IS TOO QUIET

HE IS DEAD

Kasey took a sharp shaky breath and hesitantly reached out and gently nudged his shoulder. "M-Matt?" Her voice was a whisper as it shook.

Matt didn't stir, a once in a lifetime reaction from him. Somehow, he had let down his guard enough to fall into a sleep deeper than any he'd had before. He was alive, yes, but if it could be put into words, it was as if he was in a sleeping death.

Kasey's heartbeat increased as she started to panic. "M-Matt???" She tried again, shaking his shoulder a bit rougher, her voice a little louder.

WRONG

DANGER

DEAD

He continued to sleep, still and silent. The events from the past few days had finally caught up to him, and his body was basically forcing a shut down. It kept his senses cut off, for the most part, just so that he could get. some. damn. sleep.

She felt her chest tighten as she tried again, starting to hyperventilate. "M-Matt?!" She was no longer quiet as she panicked.

'No no no no- Please, no! Don't leave her alone!'

Heavy tears fell down her face as she stepped away when he once again didn't answer.

She put her hands on her head as she tried to think of what to do. 'Claire!'

But you don't have her number,

Her body froze, the voice no longer being her spider sense but instead the boss from Blackout.

and you don't know where the phone is either.

DANGER

WRONG

Admit it, he is DEAD and you are ALONE

The two voices swirled together as she backed away from the bed, before her back hit the wall and she shook her head. 'No!! You're wrong- he's- he's-'

"He's dead because of you."

Her entire body froze as all her hairs stood on end. She dared not turn around.

"Now you're just a little spider with no one to protect you..." The boss' voice spoke as if he was standing behind her.

She practically felt his hand grab her shoulder and lean down to whisper in her ear. "Now you are all alone and it's all your fault."

She let out a distraught sob as she pushed away from the wall, spinning on her heel only to trip and fall to the ground with a loud thud and curled up into a ball there, sobbing heavily, her whole body shaking. "N-NO-! N-no... p-please..."

Matt continued to sleep, until the loud thud from Kasey falling shook his senses back into action. He was sluggish at first, before everything came flooding into his mind. The sounds of Kasey panicking, her sobs and quickened heartbeat, the sounds of the city around them... It was as if his senses had been rebooted.

Matt sat straight upright, panting lightly, his heart nearly beating straight out of his chest.

What's going on? He had just woken up.

Where am I? He was in his apartment.

He couldn't shake that fight or flight feeling, and tried calling out. "K-Kasey?!"

Kasey didn't answer him, trying to move to get up as the boss' voice drowned out Matt's.

"Where do you have to go, little spider? You've outcast yourself from the ones taking care of you and now the one who took you in is Dead. You have nowhere left to hide from us."

She let out another heavy sob and curled up, sitting on her knees now. She didn't seem to be aware he had woken up.

"Kasey!" Matt shouted out, the pounding of her heartbeat and his own ringing inside his head. He pushed himself up, putting his good foot down first then trying to follow up with his casted leg.

"Agh!" Matt exclaimed, pain rushing through his leg which he had put his full weight on, all the way up to the healing bullet wound in his back, which he had unfortunately landed on. He gasped lightly for air, the breath being knocked out of him along with the panic seizing his chest.

Kasey gave a fearful shriek when he hit the ground, scrambling away from him, eyes wide as she panicked. 'What the hell was that?! '

"Heh, look how pathetic you are now, little spider. Jumping at any little noise."

She whirled around, trying to locate him.

"Panicking like you're trapped in a jar."

She felt her back hit the wall again as she trembled. Her senses were scrambled and sending so many signals and the noises from the city and her heartbeat in her ears.

'It's too loud! Please! Stop! It's too loud! ' She let out another sob.

DANGER

WRONG

NOT SAFE

DEAD

YOUR FAULT

Matt groaned, pain and panic continuing to sweep over him in waves. He trained to sit up, turning his head this way and that to try and hear where Kasey was.

"Kasey? Kasey!" He called out, at this point a nervous wreck. He had woken up in a pure panic, and something seemed to be wrong with Kasey, but his senses weren't responding like usual. Instead they were basically overwhelming him.

Kasey wasn't responding to him as she sobbed, curled up against the wall as the voices repeated over and over, louder and louder.

Matt pushed himself up once more, gripping his bedside table to hold himself up. He tried to catch his breath, the sound of his own breathing louder than ever. The very sound of his skin brushing against the wood was enough to make him recoil.

Kasey either wasn't responding, or he couldn't hear her responding. "Kasey!" He tried again.

He heard Kasey jerk her head up, having grabbed her attention and he heard her sharp gasp. "M-Matt?" Her voice was raw, broken, and shook with uncertainty.

The voice laughed. "Now you're even hearing his voice? He's DEAD."

A sob came from her again. "H-Help m-me... P-please-" She begged him, her voice cracking.

He heard her. Matt heard her call out to him.

Pushing off of the bedside table, he took to the wall, leaning against it as he followed it towards Kasey's voice. Everything was so loud, but he needed to get to her.

"Just stay where you are!"

She thought she heard him call out to her but cried out in pain when she felt the man's grip on her shoulders tighten.

"He can't hear you! He's DEAD. You know why? It's because you couldn't be a compliant little spider and come back willingly. He is DEAD because of YOU."

She tried to pull away from the non existent grip on her. "L-Let go of me!" She cried, as she tried to scoot away but the wall pressed up against her back prevented that.

Matt paused in his tracks, hearing the cry. He didn't notice anyone else in the room, there couldn't be anyone else here. He quickened his pace, limping towards her voice.

"Kasey-" He almost bumped into her when he found her, his senses having not given him an accurate telling of where she was. He sank down to her level as best as he could, reaching out for her. "Kasey, it's Matt!"

Matt finally made contact with her shoulder, allowing him to grab hold of it but he felt Kasey's entire form tense up as her senses screamed mixed messages.

"You are going to come home, Little Spider." The man growled at her, making her struggle and try to pull away from Matt's grasp, her heart rate spiking hard and fast as she panicked.

She couldn't pull out of his grip so she instinctively did the next possible thing she could in this position.

She bit into his arm.

Matt barely had time to process any of Kasey's body language before feeling teeth dig into his arm. He sucked in a breath, resisting his initial reaction to pull away.

"Kasey! It's Matt, I'm not going to hurt you!"

Kasey hadn't even processed the fact she actually came into contact with something until Matt spoke.

Suddenly she could taste the blood in her mouth and her eyes widened in fear as she released his arm from her grip and forcibly pulled away from him. "M-Matt-?? I- I didn't mean-" Her voice was wavering.

The voice laughed. "Now you've done it! You're really losing it, aren't you?" It taunted her.

Tears spilled down her face, the strong scent and taste of blood overwhelming her and making her feel sicker with all the loud voices and emotions and confusion-

She sobbed as she scooted away from him a bit more, unsure if it was really him or someone else or what had just occurred.

Matt pulled his arm back, pressing his opposite hand against the bite mark. He felt warm fluid gathering in the broken skin and was shocked. He hadn't even thought that Kasey would've bit him.

"Kasey, just calm down. I think your senses are getting the better of you. I know mine are." He reached out for her hand. "Relax, you're still in my apartment, you're still safe!"

Kasey didn't answer him, instead she was panicking over the taste of blood staining her mouth. That had happened too many times in the past few days for her comfort. She felt incredibly sick and dizzy at the smell.

"I-I didn't m-mean to-" Her voice was weak as she mumbled to herself. "I d-didn't mean- I- I did it again-" She let out another sob.

"When will you finally realize you're a danger to everyone around you? You keep attacking people like a feral animal, people you care about. You're a monster. And monsters need to be caged." The voice was so loud, gripping her shoulders tightly as if pulling her away from Matt itself.

"I-I didn't- I-I'm not-" She curled up on her knees again, sobbing, as her entire body shook. "P-Please- h-help m-me- Please-!" She begged as she sobbed.

"Kasey, you're frightened, I don't blame you for that." Of course, his arm hurt, and he'd have to have Claire look at it later, but he wasn't going to punish Kasey when it was obvious she was already suffering.

As well as he could on a casted leg, he pushed himself up next to her, wrapping his good arm around her. "I'm right here, just breathe."

Kasey felt him wrap an arm around her and froze up a little bit, her brain trying to process what was happening as that was the exact opposite of what every inch of her was expecting. She thought she was being grabbed again at first but... that wasn't how you restrained someone.

She was still shaking and panicking but when she heard Matt's voice, feeling it more than hearing it really, she very hesitantly, sat up and slowly leaned back into his arm, her throat tight. It was so hard to breathe- but she could tell it was Matt. She could smell the blood, it was still so strong but being closer to Matt at least countered it a little and gave her something to ground herself with.

"You're really trusting him?! You just bit him and you're trusting him not to knock you out or something?!" The voice hissed at her.

Her response was to just lean in closer to him, trying to shrink away from the voice.

"You are NOT SAFE here! We are going to find you and we are going to keep you contained this time!"

She gave a small cry of fear as her brain was telling her that he was lunging at her. She turned and buried her head into Matt's side, clinging onto his shirt as she trembled, feeling the grip of the man, tightening around her shoulders.

She was still hyperventilating and her heart was still racing as she desperately clung to him.

Matt sucked in a sharp breath, the feeling of her movement and gripping onto him alike to sandpaper against his skin. He knew something was not right with her, otherwise she wouldn't be acting like this.

The screaming from his senses made him hesitate, but he pushed past it and pulled her close to comfort her. "I'm here Kasey, you're not going anywhere."

Kasey felt him pull her closer and put his arms around her protectively and felt the malicious grip on her shoulders disappear as if Matt pulled her out of the grip.

She stayed pressed against him, shaking as she sobbed.

She heard the voice snarl at her in anger. "He can't protect you forever! Everyone who gets close to you gets hurt someway or another! It's only a matter of time before they push you away or get killed by you! You will be ALONE! and when you are, you won't have anyone left to save you!"

She was gasping for breath, her hyperventilating and sobbing making it hard to breath at all but stayed burrowed against Matt, trembling in his arms. "D-don't leave m-me- Please- D-don't let g-go-" She choked out between sobbing and trying to breathe.

"I won't let go, Kasey. I'll be here as long as you need me." Matt reassured her, trying not to think about his own overwhelmed senses, and instead tried to focus on her. It was hard to do, considering his heart was pounding so loudly that it nearly drowned out Kasey's beating, at least to him it was.

She let out another shaky sob at the reassurance. "D-don't let g-go-" She repeated but it was more mumbled this time. "Th-they'll take m-me away- Please! D-don't let g-go-" She begged him, feeling the man's presence struggling to keep its hold on her mind.

"Kasey I promise you, I will not let you go." Matt told her, running a hand over her back even if it discomforted himself.

She tensed a little bit but slowly relaxed into his embrace, feeling the malicious presence vanish once more and she just sobbed as he held her. "I-I'm so s-sorry- I-I didn't m-mean to-" She shakily apologized to him, hating the taste in her mouth.

She needed to help him tend to it as soon as possible but she could hardly breathe right now, even with her hyperventilating slowing down.

"I know you didn't mean to. I know." Matt told her, knowing something had happened to set her off. He half wondered if he was the reason for it, due to him waking up like he did.

She sat there for a while, sobbing as she tried to force herself to calm down. It was hard but she slowly got herself to a point where she wasn't just sobbing.

She was still breathing shakily and trembling a little bit but she has managed to reduce her crying to just tears flowing down her face.

She kept mumbling but it was just repeatedly begging him to keep ahold of her and messy apologizes as she calmed down.

Once she finally got to a somewhat calmer state, she carefully shifted to look towards him. "W-we need to t-tend to your arm..." she pointed out, her voice just above a whisper.

Her throat hurt from crying.

Matt could feel and hear everything. He had felt this way before, especially after head injuries, but he hated it. It didn't help that the bullet wound, his leg and the newly acquired bite in his arm were throbbing in unison.

At least only the bite mark was bleeding. At least he hoped that was the only one, he hadn't really paid attention to the others.

Kasey noticed he seemed a bit off as well and frowned a little bit. She took a moment before carefully and reluctantly, pulling out of his grasp and pushed to her feet.

She was a little disoriented still as everything was overwhelming at the moment but she kept her balance by putting her hand on the wall. She needed to fix what she did.

Matt furrowed his brows, wondering if she was better already. She sure didn't seem better... "Kasey, what are you doing?" He asked. He leaned back against the wall, feeling exhausted all over again.

"G-getting something to t-tend to your arm with..." She answered him as she disappeared into the living room for a minute. He could hear her heart still racing from anxiety but she returned a minute later with the bag of stuff Claire had left there. "I don't k-know about you but I'd r-really prefer not getting c-chewed out by Claire for not taking care of it q-quickly..."

"Well, being chewed out by Claire beats being chewed on." He joked lightly, wanting to lift her spirits again. His own heartbeat and breathing were impossibly loud, but he wouldn't let on that he was having issues. "You should be resting though, that was a tough breakdown."

She shook her head, ignoring the slight dizzy spell from it. "Rest when 'm done..." She mumbled. Her body was trying to shut down but she pushed through and carefully worked on cleaning and wrapping his arm.

Matt frowned, grimacing slightly when she cleaned the wound. "Claire is coming by at some point, this could've waited. You sound exhausted." He worried for her, he truly did.

"N-no... Would get i-infected..." She slurred her words a little bit but she finished wrapping his arm up and just kinda discarded the stuff to the side. "m'kay... that... th-that should-" She just about collapsed her whole body protesting being awake but caught herself, trembling a bit. "C-Can't... Can't r-rest..." she mumbled. "n-not... safe..."

"No. Kasey." Matt was stern, and held his good hand in a position that would be easy to catch her if she fell. "You are safe. And you need rest. Go ahead and take my bed, I can stay here until Claire gets here."

She stubbornly glared up at him. "N-No. O-Off the floor-" She weakly shoved at his arm as if that alone would get him up. "Claire w-will be up... upset..." She was struggling so hard to stay awake but she was stubborn. She was pretty sure it was a spider enhanced trait-

"Kasey, I am not going to be moving from this spot. You should take the bed this time around." He didn't even want to get up anyway. Staying in one spot would help to keep his senses under control, and to keep from hurting.

She narrowed her eyes at him before pushing up to her feet again, a bit shaky and moved towards the bed. He heard her moving the blankets and stuff around and thought she had given in and was going to lay down, only to hear her feet hit the ground again and the shuffling of blankets in her arms and a pillow in her hand.

She came right back over to him, managing to focus her senses enough to not run into him and plopped back down next to him, the blankets and pillows sitting next to her. "N-No... if y-you won't th-then... then I won't e-either..." She stubbornly argued with him, fighting to keep her eyes open long enough to argue with him.

Matt sighed, leaning his head back against the wall. How did they end up here, like this? He took the blanket, tossing it over the two of them. "If you won't sleep in the bed, then try to get some sleep here."

She was a bit surprised by him wrapping the blanket around them both. She shifted a bit. "C-can... can you lift y-your... your leg at all?" She asked him, fighting the call of sleep best she could. Just a little longer...

Matt knew she was fighting sleep, but figured talking to her would somewhat lull her to sleep. "Not much. I fell on it when I woke up. Forgot I broke the damn thing..."

She winced a little. So that's what that was. "Do you think... think you can try? I know it's best to... to keep injuries like that elevated to some degree-" She was really struggling yet she refused to sleep. "I grabbed one of the pillows..." She explained, her voice soft and sleepy.

"I can try, but you're probably right. Claire will kill me for not putting it up." Really, that woman was a godsend but she was harsh at times.

Kasey nodded a bit and crawled over and very carefully helped him lay it on the pillow before crawling back over to him and sitting next to him, rubbing at her eyes.

She had washed herself off again when she had gone to get the stuff to tend to Matt's arm since it had been by the sink. She pulled her legs up to her chest and rested her arms and head on them.

"...'m sorry..." She mumbled again, her head turned away from him and her hair shifting down her back and over her shoulder. "I th-thought I c... could deal with i-it..." She explained her voice slurring a bit and trailing off as she fought to stay awake.

"Stop apologizing, you did what you thought was best in the situation, even if it wasn't exactly the situation you thought it was." Matt told her, listening to her fade away. He'd stay awake until Claire got there. At least, he would try to.

She just shifted a bit. "I should've... should've 'nown..." she argued.

"You're fine. It's okay to have been confused when your senses are all out of whack." Matt told her, his own mind fighting his drowsiness.

She shook her head slowly, her ruffling a little bit. "N-No... I kn-knew... knew I was s-safe..." She replied. "B-but... I-..." She kept drifting in and out, trembling a bit as she kept trying to resist and he heard the tears hitting the floor.

"I c-couldn't... couldn't hear you..." She mumbled. "It was too... too quiet... I couldn't... You wouldn't... wouldn't wake up..." She was crying again as she trembled, her arms tightening around her legs.

His heart sank. Matt put an arm around her in an attempt to pull her closer. "Kasey, I'm so, so sorry. I don't know why but my body must've just been too tired to respond." He felt awfully guilty. "I'm so sorry."

She was a bit surprised by him pulling her over to him. She slid over pretty easily to him, sitting up a bit and glancing towards him in confusion, tears still falling down her face. She seemed hesitant to get too close to him but slightly leaned into his arm.

She had picked up on her touch having bothered him to some degree so she didn't want to do that again- She didn't want to make him uncomfortable.

Even if he was uncomfortable, he didn't let it show for her. His senses were beginning to die back down, but he made a mental note to ask Claire about that later. "Just try and rest before Claire comes."

She hesitated. She wanted to argue that she wasn't tired but they both knew that was a lie. "...don't wanna..." she mumbled softly.

"I know, but do you want her coming here and having to fight your tiredness just to talk to you?" He asked.

"...No..." she replied, her tone sounding like a pouting child. She was facing away from him again, her arms wrapped around her legs again.

"Yes, Kasey. You should rest. You're just going to get more tired until you pass out." Matt told her softly.

"That's... that's fine..." she tightened her grip on her legs a little, just enough to feel uncomfortable in an attempt to keep herself awake.

"No, it's not fine. You need rest. I'll be right here when you're asleep, and I'll be here when you wake up." He wanted her to feel safe enough to rest.

She shifted a bit, uncertainly. "...can't..." she mumbled after a moment.

"Yes you can." Matt told her, tucking the blanket around her once again. "Rest."

She tried to protest the blanket but she was too weak at this point but she shook her head again, hesitating before quietly mumbling in an almost whisper, "...scared..."

"I'll be here the whole time, so know that you're safe." Matt told her, lolling his head in her direction. He was tired himself, but he'd keep his word to Kasey.

She took a shaky breath at that. "...that didn't help last time..." She kept her voice to a whisper as she tightened her grip around herself, knocking the blanket off a bit.

"This time, I won't be going to sleep anytime soon." There's no way he'd scare her like that again.

"..." she chuckled tiredly. "... you're already falling asleep too..." she pointed out. She could tell from his sluggish motions how tired he was.

Matt shook his head slowly. "I'm not." He said simply, but it was pretty much a lie. "Stop talking to keep yourself up, and try to sleep."

"Lie." She replied back. "And I... I already told you... I can't."

Matt let out a small sigh, nodding lightly. He knew she was tired, he knew it. But he also knew she was dealing with a lot. "I know. But you need to."

She finally turned to glance towards him. "I know...." she replied. "I want to... but..." she shifted, tightening her grip around herself again. It was starting to hurt. That was fine. "I..." She trailed off. "...I couldn't hear you..." She admitted quietly.

"... too quiet... senses were too loud..." She shook her head, feeling tears brim her eyes yet again. "They were yelling... Danger... Wrong... Not safe..." She felt her nails dig into her legs through the sweatpants.

"They said you..." She took a shaky breath. "you weren't safe- couldn't... couldn't hear you... w-wouldn't- wake up-" She was trying so hard not to just break down again. She didn't have the energy to spare.

Matt recognized this behavior, having experienced it before with her. He tried to break her out of it. "I understand that I wasn't waking up, and I'm so, so sorry about that. Just know that I would never up and leave you like that."

She turned to face him a bit more. "... Promise?" she asked softly.

"Yes, I promise." Matt told her, and fully planned on keeping that promise. After all, even a broken leg hadn't kept him from being there for her. What else possibly could?

She rubbed at her eyes a bit and hesitated. She slightly shifted a little closer so the blanket could lay over both of them easier but was trying not to get too close.

It felt so childish... and she didn't want to make him uncomfortable- but being closer at least meant she could tell if he moved or hopefully be able to hear him if her senses didn't start yelling again...

Matt stayed like he was for a moment, feeling her shift somewhat closer to him. He was limited in movement by his leg, but didn't want to cause Kasey discomfort because of it. He wrapped an arm around her, pulling her a bit closer, but enough so she could pull away if she wanted to.

She was a bit surprised at the movement, freezing for just a moment before hesitantly shifting to lean against him a little bit, resting her head on his shoulder.

He felt the tension in her body melt away as she pressed up against his side, his arm still wrapped around her shoulders. "...thank you." She mumbled quietly.

Matt smiled, relieved that that had been the right move after all. He kept this position, making sure it was comfortable for both of them. "You're welcome." He spoke quietly.

She gave a small hum and it didn't take long for Matt to feel her fall asleep, leaning into him completely now, breathing soft and quiet and she had a small grip on a loose part of his shirt, near his heart, her hand resting over it.

Matt was glad to have her fall asleep, and could feel his own drowsiness weighing on him. His eyes fluttered between open and shut as he fought against the sleep.

But it was quick to pull him back under as well, leaving the two to sleep on the floor against the wall, dead to the world as they recovered.