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This issue starts out with Aunt May at a therapists office. The first thing may talks about is the incident her and Peter had when he came home late after the school was evacuated and Peter was missing in his class before. They start yelling and May grabs Peter's back pack trying to open it until a book falls out of his back pack. It is the Merry Adventure of Robin Hood, it was a book that Peter's mom read to him when he was young. He said he found it and wanted to read it. He said that he read it in the lunch room and skipped geometry, he has already read all the chapters for the semester and found no reason to go so he read the book and never realized that the school was evacuated.

It skips back to may at the therapists' office. The therapist asks if she thinks Peter's on drugs, and May answers with no. May said that she is really afraid of Spiderman. May then recalls an event a couple of weeks ago where some skaters were riding with tasers shocking people, then Spiderman kicked one of them into a window right next to where aunt May was. It goes back to the therapists' office where aunt May says that she's worried about Peter getting killed by someone in their pajamas that feels they can do what ever they want.

The therapist then asks if May is still feeling guilty about seeing a therapist. May answered yes. She says that she didn't go to see a therapist when her sister died 10 years ago, and she was her best friend, and she didn't go to see a therapist a year ago when Ben died. She says that she's sick about this. She then says that she is using Gwen. She uses her so that she's not alone with her thoughts where she has to deal with her ghosts of her past. She brings up a tape that Peter found where there was a picnic with Aunt May, Peter, Uncle Ben and a lot of May's friends that are all dead now. She says that she pushes Peter away because she's afraid that if she loves him he'll die just like everyone else she loved. She smothers Gwen so that she doesn't feel like a bad person.

She mentions how She checks on Peter some nights to find that he is gone some nights and she thinks that Peter is off with Mary Jane. She says that she can't really punish him because he doesn't really do anything wrong. She lets him have freedom but yells at him for using it. May says that she's not a good person but the therapist says that she's being unusually hard on herself and that Peter probably feels the same way that May feels that whoever he loves dies. The session ends and May goes home May then asks Peter if he wants to go out to a movie and some pizza. Just the two of them because Gwen is out.

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