Numb fingers extended to touch the bleeding tears in Harry's chest in a futile gesture to try and stop them, and Peter shook his head wishing his eyes would clear up. These were going to be Harry's last moment and he couldn't even see his friend's face through all the tears. Instead, he felt for his hand and tried to find his own voice, to reassure Harry that he would be alright. But when he did manage to speak, all he could do was plead.

"You're got to be alright," Peter whispered. "Try and hold on, we'll get help, we'll find somebody! Don't go, Harry, please, I would do anything…"

The moment the words escaped his lips, everything around Peter froze. Harry's breathing had stilled but he didn't look dead, only suspended. Even the blood pouring from his chest was halted in place, and when Peter turned around he saw that Mary Jane was similarly stationary. She wasn't all that he saw, however.

A figure stepped out from the shadows and Peter shuddered, involuntarily.

"You would do anything to save your friend? Really?" The figure approached and Peter saw his claws, his vermillion garb as red as Harry's wounds. What arrested him most, however, were the eyes, piercing and blank, that penetrated him with their glow. "Just how deeply do you mean anything?"

For several moments, Peter wasn't sure how to respond. "You're real?" He finally whispered.

"That depends on what you mean by 'you.'" The figure smirked. "I am real. What 'I' am, though… I have power. I'll leave the rest up to you."

Peter's throat felt dry and constricted, but he managed to speak. "So is this the part where you demand my soul for a favor?"

The creature laughed and threw his head back. "Your soul? How very droll. And uncreative. No, I do not want your soul. Investments like that tend to take far too long to pay off, and have the unfortunate habit of being circumvented."

"Then what do you want? I'm sure you want something."

"Not one for beating around the bush, are we? Very well then, Peter Parker. I want your power. That is much more important to me than your soul. You use it to do immediate good. But it haunts you, doesn't it? Makes life hard, makes you do things you don't want to do."

"It's my responsibility," Peter insisted.

"And I can relieve you of it! Besides," he gestured, "don't you have a responsibility to your friend over there? You did drag him into this, after all. Persuaded him to come and fight with you when he was hardly ready. Drove him to the brink in the first place. Made your own enemies and then expected him to come through. And lets not forget that it was you that symbiote was planning to impale, before he jumped in the way. You don't think you owe him anything?"

Peter turned back and looked at his friend, still and unseeing. "Harry… Harry, I'm sorry…"

"Apologies are only so much air and sound. I am offering solutions. To your life, to your friend's life. All I'm asking is that you allow me to undo an accident that should never have been to begin with. What do you say?"

"I don't… I mean…. I know that I… it's just…" Peter looked down at Harry, down at the ragged tears in his torso, and felt a jolt of fear at what would happen once time unstopped itself and the last few moments they had would slip away. There was no time left now, now hope but this. And whatever else the creature was, demon or not, he was right. Harry deserved better than bleeding to death on top of a girder.

"Time is wasting." He held up a hand. "You have until ten and then I snap my fingers and your verdant pal says goodbye forever."

"Fine!" Peter blurted before the count could begin, still staring at Harry. "If I do this you won't let him die? And you won't pull anything like killing him the day after or something like that? He'll live?"

"Of course he'll live. I'll need him to live," the creature chuckled, though Peter wasn't sure what he found so amusing. Then a piece of parchment appeared in his hands, writing scrawled all over it. "Sign at the bottom and we will have concluded our business."

"Just my powers, right?" Peter asked hesitantly. "Not my life or my soul or anything else?"

"Just your power," the creature assured him.

Peter nodded and scribbled his name on the line at the bottom. "Now what happens? Do you heal him right now and let us leave? Or something else?"

"And now you wake up to find him alive."

"Wake up? What does that mean?"

"That means it will take a moment for reality to realign itself and you will be momentarily unconscious in the process."

"Realign? What are you talking about?! I thought you were going to…"

"I said that I had a solution and that he would live. I didn't say anything about healing him." He leered and Peter's heart sank, as he got an inkling of what he'd done in his panic. "He will never have been injured to begin with because the chain of events leading up to that occurrence has been altered, thanks to you."

"What! But you only asked for…"

"I said I wanted your power. I made no stipulations on time." The darkness around the creature was spreading outward, swallowing up the construction site and closing in on Peter's vision. "I am taking your power from the very beginning, from the very moment of the bite – a bite that now never happened."

"But you can't…" Peter started to protest.

"You were the one who signed the agreement. It's not my fault that you didn't read it first."

"Who are you, anyway?" Peter managed to scream before his vision finally winked out.

"There are those who call me Mephisto. Let's leave it at that."


Peter rolled over and his eyes sprang open, darting around in panic for a few moments, He sat up, nearly slamming into the headboard as he did, and inadvertently roused the person beside him.

"Unh," Harry yawned. "What's up, Pete? Where's the fire? You got class or something?"

Shaking his head, Peter tried to focus. "I had a really weird dream. It was… I woke up."

"Yeah, I can see that," Harry said, not lifting his head from the pillow. "But otherwise, you're not exactly making a lot of sense here Pete. What was it about? Was it nightmare, since it woke you up?"

"I don't know. I can't remember. It's the strangest thing, I feel like it's important, but… I think you died," he said. "Died or were dying or got hurt or something."

"Oh. Cheery. Look, Pete," he yawned, "it's… six in the morning," he said, flipping over and reading the red digits of the clock. "Way too early to be dealing with stuff like this. 'Sides, it was just a dream."

"I guess." Peter looking down at the cover, mentally snatching at wisps of… of something.

"I'm getting back to sleep. And I suggest you do the same. Don't wanna pass out in Connor's class or something, right? Plus we have lunch with my dad later, which means we're both going to need all our energy to get through. Anyway, you'll feel better in the morning. In the actual morning, I mean. Probably forget you even had a dream."

"Yeah," Peter sighed as he lay back down. "Probably."


A/N: So, as usual, kicking things off with a prologue/setup. Basically, it's a take on the events of OMD/BND as they might have happened in the movieverse (though with a clear AU establishment). More will be revealed in short order about what has changed, why/how Peter's with Harry, what's happening with MJ, and all the various other ripple effects. Peter will recall snatches here and there and events will start moving in the alternate world until things get pushed to a breaking point. Here's hoping this story will run more smoothly than the last few and that you enjoy along the way.