Flash back

Your mother's POV

Y/n was asleep in the car on our way back from the funeral. The poor thing. She was so close to my sister. I could see the light tear stains on her face from crying.

"I wish there was something we could have done." (Your dad's name) stated. "But what we need to do is secure formula 394."

"I know. I have it under y/n's seat compartment. We need to take it to S.H.I.E.L.D. Immediately." I confirmed. My sister died hiding this formula. There was no way I was gonna sit back and let her death be in vain. "Then I will bring agent 42 down."

"Do you know how it all played out in the end? Fury didn't tell me. Something about being 'restricted'..."

"Agent 42 tracked down (Your Aunts name) and found the formula 394." I huffed. "She fought him to stop him but... she lost. She never revealed the location of the formula to anyone other than me..." I sniffed.

Y/d/n looked back at y/n in the back seat snoring lightly. "Are we ever going to tell y/n? You know about all of this?" He asked me.

"We have to... Fury says he thinks she's already got potential to be an agent... I don't want her to be held up in all this but... It needs to happen for her safety I guess..." y/d/n put a hand on my shoulder it will be alright." He said softly. "We'll deliver the formula to Fury and this will all be sorted out."

I nodded. We drove into a set of traffic lights when-

BANG! BANG! BANG!

Multiple gunshots fired. I was shot in the stomach. Y/d/n was shot in the head. NO! I looked back at y/n praying for her safety.

She had the purple liquid of formula 394 running down her face. "Y-y/n." I croaked. The car was upside down. I looked out the cracked window and saw feet approaching me.

Agent 42!

He aimed a gun at me-

Peter's POV:

"Y/n?" I looked into her eyes. "Who was he? What do you mean by 'he was there' where was he?"

She was shaking. "Th-the crash." She bite her lip panic clear on her face. "Th-the crash. M-my parents."

I was so confused. "Do you mean the crash? As in the crash that killed your parents? Did he cause it?" I asked trying to make sense of the situation. Y/n nodded.

"He. He killed my mother... my aunt... my dad... a-all of them..." My eyes widened.

"Oh my- y/n I'm so sorry." I held her in a hug as she cried.

"He-he has the same powers as me... or at least similar. He controlled my mind..." She choked out. "P-peter. I'm scared. I-I don't know what to do."

"Shhh." I cooed. "We'll figure this out. What did you see when he controlled you?"

"I-I saw things through my mother's perspective..." She stopped crying for a bit and then took a sharp intake of breath flinching away. "Formula 394." She whispered.

"Huh?" I asked.

"Formula 394." She repeated. "D-during the crash, it spilled on me when the vile broke. I think that's what gave me my powers... That's why he's after it." She concluded.

"Who? The man?" I asked still so confused.

She nodded. "Agent 42." I looked back at where the man once stood. "What do we do?"

"I-I don't know." I bit my lip trying to come up with something. "We need to do something about this before he comes back."

"But what can we do? Do we need to get formula 394 out of me?" She asked me.

"No. It's the source of your powers..." I cupped her face. "Y-You said that you were the only one to survive the crash. Even though you were asleep..." I furrowed my eyebrows trying to make sense of what was coming to my mind.

"I still shouldn't have survived though. He had a gun and that's how he killed my mum." She gulped. "Shouldn't he have killed me?"

I thought for a moment. She's right... how did she survive...? If he shot her shouldn't she have died like any other-

"Y/n." She looked at me expectantly. "Maybe he did shoot you. But remember what happened before when you got shot? You didn't die! He probably thought you were dead. The formula must have saved you!" I concluded.

Y/n fell down suddenly but I caught her.

"Y/n?" I asked her. I looked at her face and her eyes were glazed over. "Y/n!? Y/N!" I shook her lightly.

"You can't protect her." A voice rung through the room. "I know things that you will never understand... She's a dead case. She'll die either way... I'll just be making it quicker."

"You leave her alone!" I shouted out holding y/n to my chest closely. "You'll never win! If you dare hurt her at all I'll-!"

"You'll what." The voice interrupted me. "Kill me? Hurt me? What will that achieve..."

"She'll be dead anyway." I whipped my head around to see the man standing behind me. I jumped up still holding y/n in my arms bridal style.

"Stay away from her!" I yelled.

"Not going to happen." He shook his head. "She has something that belongs to me. I need to retrieve it before I face the consequences." His eyes flashed purple for a split second.

"She doesn't belong to you." I glared.

"But formula 394 is in her. And that belongs to HYDRA. So I'll need to extract that out of her." He stated. "Of course such a process will be very painful and kill her in the end. But that just makes it more fun."

"You're sick." I spat. He smiled menacingly.

"You're too weak to fight me Spider-man." He stepped towards us. I stepped back. "Don't worry, it'll be over soon." He reached out a hand towards me and y/n.

Y/n flinched in my armed and started breathing heavily.

"What are you doing!?" I freaked out.

"Taking out the formula." He laughed. Y/n screamed out in pain still half unconscious.

I put y/n down and turned to Agent 42. I ran towards him but was stopped before I could reach him. He was holding me off. "So sad. Poor little spidey wants to save his girlfriend. But you're just too weak to do any-" He was picked up and thrown across the room being smashed into a wall.

I was released from his hold. I turned to where y/n was laying just before and she was gone.

"Y/N!?" I yelled looking around. She appeared in front of me heavily panting. "Y/n!" She fell forward as I caught her before she could hit the floor. Her breathing was sharp and she was out of breath. "Hey are you alright?" I set us both down on the ground onto my knees all of y/n's weight was still against me.

She weakly pulled away from my hold as she nodded slightly. "I-I'm-m f-fine." She stuttered out of breath.

"No. You're not. Come on we're going to my house now." I said standing up. I offered a hand out to y/n but she declined trying to stand up herself. But she failed falling down again. I tried to help her up again but she stopped me.

"I'm fine Peter. I just need a minute." She waved me off. It was really annoyed how she wouldn't just accept my help because she clearly needed it.

She slowly stood up shaking. She went to walk forward but fell again. I caught her this time putting her arm around my shoulder. "Come on y/n. Let's go." She nodded as we walked out of Delmar's.

"He'll be back." She whispered.

"I know that. But right now we need to get you to safety." I stated mainly to myself. She went to make a portal to my bedroom but only a few sparks came out for a split second before she fell to her knees again. I picked her up and swung off with my webs to my house. I crawled inside and layed y/n on my bed. I changed out of my suit into some normal clothes.

"It hurts." She whispered.

"Where? What does?" I asked calmly when really on the inside I was freaking out.

"E-everywhere hurts." She whispered as a tear fell down her face front the pain.

"Shh. It's ok. You'll be alright. I've got you. I made a promise didn't I?" I smiled lightly as I stood up pulling the sheets over her shaking body.

She gasped suddenly sitting up and her eyes glowed white for a couple of seconds.

She looked down at herself once her eyes were purple again. "Oh my God." She stood up suddenly running into my bathroom and looking in the mirror facing away from me. "OH MY GOD!" She repeated. "HOLY S**T! WHAT'S HAPPENING!?!" I ran to her side her hands were covering her face. "This is not happening. This cannot be happening. Oh my god." She rambled. I pulled her hands away from her face.

"What? What's happening? Is something-" I stopped.

My eyes widened.

My mouth dropped.

I froze completely.

Oh.

My.

God.

Holly crap.

"Y-y/n...?" I stuttered staring at her.

"W-what time is it!?" She yelled running out of the bathroom and running into my room. She ran to my desk and looked at the clock.

She stood up and turned slowly to me.

"What? What time is it? What's wrong?" I asked as I walked over to her still in complete shock by the sight before me.

"Th-the time..." She looked at me. "I-it's 7:05." She looked back at me her eyes wide.

Her amazing, beautiful and strangely enough...

Her now e/c (eye colour) eyes...

"What? But that's impossible!" I grabbed my phone from my pocket. It read 7:05. 7:05 pm. Five minutes past Seven o'clock.

"Peter. What's happening to me!?" She freaked out. "Why are my eyes e/c!? Why have I not disappeared yet!? What's going on!?"

"I-I don't know." I stuttered staring at her eyes. Wow. They are amazing. The way the e/c swirls and has it's different shades...

Y/n gasped "Have I lost my powers!?" My eyes widened. Maybe Agent 42 succeeded in taking out the formula... I freaked out for a minute. Y/n reached out her hand to my bed but it didn't move. "Oh no..." She closed her eyes and looked like was concentrating on something. She just stood there and nothing happened. "Peter! M-my powers! They're gone!"

"What!" I ran to her. "Try to lift me up." I stood there expectantly. She held her hand out to me focussing...

Nothing.

"No." She gasped. "I-I can't do anything! Peter! What do I do!?" Tears slipped down her face.

"I-I don't know..." I bit my lip. This cannot be happening... I-is y/n going to die!? Y/n fell to her knees hugging herself she was shaking. I knelt down next to her and hugged her. "It will be ok y/n. You'll be ok." I cooed praying that what I was saying was right myself...

Y/n suddenly gasped flinching away. Her eyes glowed purple and everything in my room started to levitate including y/n and myself.

"Aaah!" I floated randomly around the room. "Y/n? Are you ok? What's going on?"

"I don't know!" She freaked out her eyes still an electric purple. I bumped my head on my floating desk.

"Ow." I cursed. "Y/n? Are you doing all this?"

"I-I don't know!" She was so scared I could tell by her tone. "Peter! I can't control my powers.

"It's gonna be ok. Just relax." I calmed her. "Focus on putting everything down."

She closed her eyes and everything dropped at once making a large bash sound. I landed with a thud on my floor. Y/n's eyes were e/c again. "Oooooow." I groaned. "Nice job in controlling-" Her eyes glowed purple again and everything started floating all over again.

"Oh come on!" She cursed. "Peter I can't control this what's happening to my powers?"

"I-I don't know just relax-"

"I can't just relax Peter! I can't control these powers! There is a psycho out to kill me and the only thing that stopped him for succeeding before were my powers! Now I can't control them at all!" She yelled. "How am I supposed to relax!?" Her eyes glowed brighter and brighter during her rant.

"Y/n. You need to calm down." I stated softly as I realised the room was shaking with her anger.

"I can't just calm down Peter! I can't do anything!" She yelled her eyes glowed red.

"Y/n!" I could see everything started to shake y/n's fear and angered emotions were causing everything to react. "Look at me." I stated softly.

She faced me but the redness of her eyes was so bright that I couldn't see her eyes properly just a glow of red. I pushed off the wall with my feet and flew over to y/n. I wrapped her in a tight hug.

"Shh..." I cooed softly trying to calm her down. "You're ok. I promised that I would protect you and I'm not ever breaking that promise. You got that?"

She sniffled and nodded into my shoulder. "I-I'm just so scared Peter. I hate this feeling of fear..."

"I know how you feel. But you need to trust me." I hugged her tighter. Before I knew it we had drifted back to the ground and so had everything else. I pulled out of the hug and cupped her face looking into her puffy e/c eyes. "Do you trust me?" I asked her softly.

She nodded sniffling once more. "I trust you more than anyone." I nodded once and kissed her forehead then rested my forehead on hers. "Everything's no longer floating." She smiled at me.

"I think your powers are a little out of whack so they will react on your emotions until we fix this." I concluded. She nodded. We were interrupted by my door opening. I stood up quickly hiding y/n behind me in case it was a threat. I squeezed her hand in protective reassurance.

"Hey man, I left my..." Ned entered my room but slowed down once he saw y/n hiding behind me. "Laptop..." He finished. He looked between me and y/n multiple times before bursting. "Oh my God is that the Murasaki!?" Ned pointed to y/n. "She's even cooler looking in person..."

"Ned! What is with you and busting into my room without telling me!?" I grilled him.

"I forgot my laptop! I need to read my memes Peter." He defended. "Why is she in your room? Aren't her eyes supposed to be purple? Are you two-"

"Ned. Shut up." I interrupted feeling y/n squeeze my hand in a signal that she felt a little scared.

"Oh right. Sorry." He hushed himself.

"It's just Ned. Don't worry. You know my best friend?" I whispered a reassurance to y/n. She looked back at me and then at Ned. She nodded in understanding still not saying anything. She stepped out from behind me and walked forward holding a hand out for Ned to shake.

"Y/n." She stated. Ned looked at her hand in awe.

"Oh my gosh I get yo shake your hand!?" Ned awed. He smiled brightly before shaking her hand lightly. "My name is Ned. Can I just say, you're awesome." Y/n smiled slightly.

"Thanks." She smiled and I walked up to the two. I placed my hand around y/n's waist as a form of comfort. I saw Ned look between me and y/n and smirk slightly. I rolled my eyes at him.

"So what are you two doing here? Aren't you two meant to be swinging around New York?" Ned asked a little confused. "Wait! It's after seven o'clock! Peter y/n hasn't-"

"I know." I interrupted. "That's what we're doing here..."

"What happened?" He asked. "Is it the reason why her eyes are e/c?"

I nodded slightly. Y/n bit her lip and began to fiddle with her thumbs. I could feel her fear radiating off her. Y/n suddenly swayed a little. I looked at her to see what was happening. She put a hand to her head.

"I-I don't feel so good Peter." She gulped, I saw her eyes glow purple. I quickly caught her before she hit the ground. She was starting to lose consciousness.

"What's happening?" Ned asked frantically. "Is she alright?"

"Hey y/n what's going on?" I asked her quietly. She blinked a couple of times before mumbling.

"I need to lie down."

I took her over to my bed and laid her down. "Hey are you ok?" I was getting a little worried. She looked as if she was struggling to stay awake. "Y/n? You're scaring me right now. What's going on? Are you alright?" Her eyes closed completely. "Y/n!?" I tried to wake her. "Y/n! Come on wake up! Please!" I was so scared. What was happening!?

"Peter! Is she alright!?" Ned ran over.

"Y/n! Come on don't leave me like this! Come on stay with me!" I pleaded.

"P-peter..." Y/n mumbled before she flickered a little.

"Y-y/n?" I felt the sting on tears in my eyes. I cupped one of her cheeks. "Y/n? Please don't leave me..."