A new fanfic from me. Again it involves Spiderman, but from a different view. Set after the death of Peter Parker in the Ultimate universe and after the introduction of Miles Morales. Enjoy and review.

It was a sad day. May Parker sat in her chair watching her cup of tea as the wisps of steam floated off into the air. Today was Peter's birthday, the first one since his death. Although she had met the new Spiderman and met an alternate version of Peter, she still missed her version. The world had changed, danger was around every corner. The villains were rising and the heroes were falling. May feared for her life every day. She was the person who had raised Spiderman, he had learnt from her how to survive and everything he did was in memory of Uncle Ben and to keep her safe. Every villain wanted her, but with the help of Nick Fury, a guard was placed to protect her 24/7.

She stood up and went over to the table where Gwen had left her a tray of food, before she retired to her room. May sat down at the table and tucked in. Every meal could be her last, so she cherished the food, but today, she didn't feel very hungry. She picked at her food, eating small morsels as she remembered the meal times that she had shared with both Ben and Peter and then those with just Peter, how they shared their memories of Ben. Now she was alone, with Gwen in her room, life had never been the same.

Suddenly a whooshing noise started to run thought the house. A breeze appeared out of nowhere whipping up loose papers and blowing them in to May's face.

Gwen ran down the stairs and straight towards May, trying to protect her from whatever was coming. A light appeared in mid-air flashing on and off at a quick pace, matching the wheezing noise which had now started. The faint site of a large box started to appear in the air connected to the light. It kept dazing in and out of reality, before with one final wheeze and flash of the light, it came to a standstill. The air around the room calmed to a standstill and papers floated back down to the ground.

The guard outside must have been completely oblivious, because no one came rushing in to see what the noise was. May and Gwen stood there clutching each other, neither daring to call out and raise the alarm for fear of what this object was.

Gwen looked at the text on the front of the box. It read 'Police Public Call Box'.

"It's alright Aunt May, it's the Police," she said with bewilderment. "Though I don't remember them having big blue boxes that materialise in people's homes."

A sound emitted from inside the box. It sounded like a clattering, as if something had been knocked and it had fallen down onto a metal floor. How could there be metal in there, it was made out of wood? In fact the most important question was, how can you knock something down in a small place like that and it make such a large noise?

Suddenly the door was yanked open and a head poked through the gap. The man who appeared smiled when he saw the two people standing in front of him. He stepped out of the box and wondered over to them. He was wearing a brown pinstripe suit, blue shirt with brown and blue tie, trainers and a long brown overcoat.

"Hi there, sorry for materialising in your living room, I was aiming for the Parker building in New New York, but I seem to be here." He lowered his voice a little. "The poor dear is feeling a little tired, her Helmic Regulator is playing up."

"Sorry who are you?" Gwen managed to ask through her shock.

"Oh yes, sorry completely forgot about introductions, that's me talk, talk, talk, no one ever seems to get a word in edge ways. I am the Doctor and this is my TARDIS. And you are?"

"I am Gwen Stacy and this is May Parker," Gwen said pointing at each of them.

"Gwen Stacy and May Parker, I have heard of those names," the Doctor thought for a moment, musing over the two names delving into his memories to pull out the information he was seeking.

"You have heard of us?" Gwen asked.

"It's hardly surprising dear after what has been going on lately," May managed to say.

"What's been going on?" the Doctor suddenly took interest.

"What do you mean 'what's going on?', where have you been the past year?" Gwen asked, surprised.

"Many places, Metbelis 3, Raxacoricofallapatorius, Clom, Skaro, Mars, the Shadow Proclamation, ect."

"Yeah, real places!" Gwen retorted.

"Gwen dear, I think the gentleman is telling the truth, bearing in mind that he has just materialised into my living room," May tried to restrain her.

"Those most defiantly are real planets and real places I have been to in the last year or so. So back to my original question, what has been going on?"

May went back over to her seat and sat down. She directed to two other seats where the Doctor and Gwen both sat in one each. May started from the beginning, from when it had all started, the bite that gave Peter his powers, the death of her beloved Ben and then through to the events last year and how their lives had been ruined by the death of her loving and caring nephew.

The Doctor listened intently, shock and sadness displaying on his face at the appropriate moments and wonder and admiration all the other moments.

"This is amazing stuff, I would really have liked to have met your nephew, he sounds just like the sort of person who would love to travel with me, brave, honest to himself and powerful enough to overcome the tragedies he faced day to day and the strain it put on his personal life and the expectations that were placed on his shoulders. If I had a hat, I would take it off to him and to you May, through all the trials you have been through, you raised a boy who took on a responsibility no man should have to bear and he learnt from you how to do the right thing."

May nodded in gratitude to the Doctor's words and Gwen gave a small smile.

Suddenly a large bell sounded in the room. It kept tolling a loud, deep chime. The Doctor leapt to his feet, with lightning speed, whipping a key out of his pocket at the same time. He ran over to the TARDIS and unlocked the door. He rushed inside and bounded up to the console. He began flicking switches and pulling leavers, trying to work out where the problem was.

May and Gwen were left standing outside the TARDIS perplexed at what was going on. How could the Doctor have gone into that small box and sounded as though he was running up a metal grill ramp? It seemed impossible. Intrigued, Gwen moved in front of the TARDIS and pushed the door open. May tried to stop her, but Gwen shook off her hand and walked inside. May wanted to resist, but what if Gwen was in danger, she couldn't lose her as well. With her curiosity and worry taking over, May too pushed open the door and walked in.

When she caught a glimpse of the inside, she almost collapsed in shock.

It was huge. The room was impossibly large. In the centre of the room stood a large console column which the Doctor was dancing around, flicking switches and pulling/pushing levers. The walls were decorated with hexagonal roundels which were large at the bottom and gradually got smaller the closer you got to the ceiling. The walls were curved, so it gave the feeling of being in an upturned bowl. The whole placed was bathed in an orangey light, which gave the sense of beauty and calm. A hum filled the room, it was almost mechanical, but had a touch of organic feel to it as well. The bell was still sounding, louder and louder and the longer it went, the more frantic the Doctor got.

The light suddenly went red. The calm, peaceful feeling that had previously filled May vanished and fear and worry once again entered into her mind.

"Hold on, I think I have it!" the Doctor shouted over the noise of the bell. "Something is trying to get into the TARDIS and it is willing to rip the universe into two to do it. That was what the Cloister Bell was warning me of. If I reverse the energy feed, ramp up the TARDIS power and lower the shields, I can bring whatever it is into here safely and without harming the universe."

An energy cage appeared next to the console as the Doctor began his plan. Shapes and colours began to float in the cage as the thing materialised into the TARDIS. The shapes and colours began to take form, building into one solid object. As they did so, May's heart skipped a beat, for she recognised what was inside the cage and she could hardly believe her eyes.

The Cloister Bell suddenly became silent and the room went back to the calm orangey glow as before. The Doctor walked around the side of the console and came face to face with the cage.

"What are you doing here and what do you want?" he asked in a deep tone.

Before the person in the cage could reply, May spoke up.

"Doctor, may I introduce my nephew. This is Peter Parker."