Avengers, Spider-Man 1. Prologue

**A/N: Hi! So I finally decided to post up a multi-chaptered story that I'm positive I will finish. I read this superfamily fic on tumblr called Secret Affair – if you haven't, go read it, it's amazing – I don't know by who, but whoever you are, you did an amazing job. So this is a crossover of Spider-Man and The Avengers, focusing on Gwen's involvement with the Avengers and their relationship as Peter develops his powers. Loosely the same storyline as TASM. Enjoy!**

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Gwen Stacy – actually known as Gwen Rogers. Daughter of Steve Rogers, _the _Captain America, and Natasha Romanoff, _the Black Widow. _You'd think that she'd be stuck up, taking everything for granted, used to attention. Like a celebrity. But it's not really so.

Gwen's fierce, like her mother, and kind, like her father. She has her father's bravery and spirit and her mother's agility and cunning-ness. But she has something both her parents don't: she's a freaking genius. She loves science, much to her Uncle Tony's delight, and she's a quick thinker and learner. She can figure out numerous scientific equations and experiments, and she impressed her dad by being able to keep up with Uncle Tony's scientific explanations.

She's not really that famous. Actually – she's not famous at all. Gasp! Impossible! But really, it's not that impossible. You see, Steve and Natasha realized that if they were to have a daughter, she would be a potential target for their potential enemies. Also, being a famous young teen can really stress you out. So they made up a back-story that she's actually the Captain Stacy (the head of the police department)'s daughter. It was an easy story to sell, provided that Captain Stacy's whole family were blondes. But if you did look closely, you'd see that Gwen actually has her father's looks – her hair is exactly the same shade as his, and she has his eyes. She got everything else from her mother, but still. She looks like her father.

Why are Captain America and the Black Widow together, you might ask? Well, they actually sort of accidentally fell head over heels in love while they were both on a secret mission in Egypt. Long story short: they had to pretend they were a couple for a month to spread rumours to the enemy. Don't ask why. But I'll tell you this: Clint Barton was horribly jealous. (It's okay though; he's over it now.)

Pitch in Peter Parker. What exactly comes to mind when I mention Peter Parker? Dashing, gorgeous, irresistibly sexy? No! That socially awkward nerd, Parker? No way! (Well, Gwen Stacy might think that, but you're not supposed to know that; now hush.) He's a science freak, like Gwen, and actually knows what's going on, also like Gwen. He's also the complete opposite of Gwen. His parents died ages ago, so he lives with his Aunt May and Uncle Ben. But lately, Ben had passed on, leaving Peter fatherless. Unless you count Tony Stark.

Tony Stark loves Peter Parker. The kid always comes around to Stark Tower (the one with all the labs that let schools and other people take tours) and they're always discussing new protocols and experiments (don't look at me, I'm terrible at science!). Peter spends half his time around Tony, anyway, so he's technically his legal guardian.

And the rest? Well, you're just going to have to read on and find out.

* * *

"Peter Parker!"

Peter jerked awake, looking to the front of the class. His English teacher stood with an annoyed expression, arms crossed.

"It would actually be nice if you'd stay awake in my classes, Parker," the teacher said grumpily.

"Sorry, Mr Oakes," Peter called out, "won't happen again."

"You said that yesterday," Mr Oakes pointed out. Peter shrugged, not really concerned.

At the other end of the room, Gwen Stacy rolled her eyes with a hint of an amused expression. She admired Peter Parker, she really did – he's a freaking genius when he wants to be that even she can't keep up with him sometimes – but that's it: only when he wants to be. During normal lessons like English, Peter would often be dozing off or staring into space. She just thought that if he had brains, he should at least use them more often.

The bell rang and everybody began to gather their books and head out of the class. "I've emailed all of you the assignment – you have no excuses if you didn't do it!" the teacher yelled after them.

Gwen packed up her things, accidentally dropping her pen in the process. She set her books on her desk, leaning down to pick it up – when her head collided with Peter's. Peter groaned and rubbed his head while Gwen laughed; being the only kid of two superheroes made sure that you got the training.

"Sorry," Peter groaned, but had a smile on his face. Gwen shook her head.

"No worries," she replied, holding out her hand for the pen.

He stared at it for a while before realizing that she wanted him to give her the pen. "Oh," he said awkwardly, handing it to her. "Yeah," he said somewhat nervously, cursing himself for his awkwardness.

Peter Parker had the biggest crush on Gwen Stacy ever since he was thirteen, when they were both in middle school. She had defended him against Flash Thompson, the guy who had a grudge against Peter for whatever reason. Ever since them, he had grown to respect her for her brains and admire her spirit and determination. Well, she was also really pretty.

Gwen laughed again as Peter got up, holding out a hand to help her up as well. He shuffled his feet awkwardly as she gathered her books into her arms. "Well, uh," he started, trying to pluck up the courage to ask her out. "Did you do the chem homework?" he blurted out instead.

He thought that he saw a flicker of disappointment in Gwen's eyes, but it disappeared quickly. "Yeah," she nodded, "it's actually really easy. You'd be able to crack it in no time."

"That's cool." There was a long pause of awkward silence before Gwen cleared her throat.

"I'll see you around, Peter," she smiled.

"Yeah! See you soon. No, not soon as in we're meeting up, kind of soon, but soon as in we have a class together after lunch, but – but it doesn't mean that I don't _want _to meet up with you, like, after school or something, because you're really pretty and –" Peter shut his mouth, turning red. Gwen's smile widened.

"I'd actually love to meet up someday after school," she started, and watched with amusement as Peter's eyes lit up, "but I'm not free today," she said apologetically. How about the weekend?"

"That's – that's fine, actually, that's better than fine, that's great – I mean –" he grinned.

Gwen nodded, smiling widely. "We can plan now – have lunch with me?" she offered, to which he nodded, accepting.

"Great," he called out after her as she turned to leave for lunch, pumping his fist into the air before he turned to follow, feeling like the most important guy in the universe.

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**That's it for now, but I would probably post up more chapters with more reviews, considering I've already written up to chapter thirteen. But the more reviews I get, the more I'll post up chapters. Remember that.**


	2. Crush

**A/N: I figured that first chapter didn't really have much to go on, so I decided to post up the second chapter today. By the way, Gwen is a bit OOC because, come on, she's the daughter of the Black Widow and she'd probably take on a bit of her mother's personality, (i.e skilled at self-defense, and she's a bit sassier). **

**Review!**

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"I wish I was Batman," Steve said solemnly, sighing on the couch.

It was a normal afternoon at the Stark Tower, where Captain America and Iron Man were casually watching a movie. They had grown closer after the Avengers Initiative had been formed, and one was rarely seen at clubs or scenes without the other.

Tony snorted as Steve's eyes widened in awe, glued to the screen. "I'm way cooler than Batman," he retorted, watching as Bruce Wayne sped away on his bat bike.

"But Batman worked for this!" Steve protested. "He didn't just get these powers – he invested and trained. Me - I'm just a laboratory experiment," he said unhappily, remembering the words Tony had said to him more than seventeen years ago.

Tony rolled his eyes, switching the TV off.

"Hey!" Steve protested. "I was watching that!"

"It's my house; I do what I want," Tony said stubbornly.

"I live here," Steve said blankly, and Tony rolled his eyes.

"Go screw your wife."

Steve's gaze hardened. "My wife isn't someone to 'screw', Tony. She's a magnificent dame who –"

"Save it," Tony interrupted. "I have a meeting with a kid."

"You mean that Parker boy?"

"Peter," Tony supplied, and nodded. "Yeah. Weekly visit. He helps me out with stuff. He's a smart kid." He sounded a little proud as he said the last part, as if Peter was his son or something. Steve gave him a questioning look and the soothing voice of JARVIS filled the room.

_"Sir, Miss Rogers is on the way up," _JARVIS supplied.

"My favourite niece!" Tony beamed, getting off the couch.

"We're not related, Stark!" Steve said, grinning as he too got off the couch.

"No, _we're_ not. Miss Gwen and I are!" Tony pointed out as if it were the most obvious thing in the world. "She's a scientist, like me. Ergo, we're related. It's like me and Bruce; we're science bro's. You're not a part of our little family." Steve rolled his eyes good-naturedly as the elevator _dinged _and Gwen stepped out, shouldering a backpack.

"Hey, Dad, Uncle Tony," she greeted, heading towards the small kitchen and setting her bag on the counter.

"Gwen, what a pleasure to see you today!" said Tony cheerily as Gwen signaled JARVIS to prepare some pop tarts for her.

"How was school, sweetie?" Steve asked, walking to the counter where his daughter perched on.

She shrugged. "Good, normal, take your pick," she said, expertly catching the pop tart as it flew out of the toaster. Steve held back a grin; he loved seeing similarities between the two leading ladies in his life.

"As much as I'd love to stay and chat, I've got a meeting downstairs, so I'll leave you two be," Tony grinned, heading towards the elevator. "By the way, Pepper and Tasha will be back for dinner!" he yelled over his shoulder, and disappeared into the elevator.

Gwen laughed. "Aunt Pepper's dragging Mum out for wedding shopping, isn't she?"

Steve nodded gravely. "But you know how your mother gets when she's around Pepper – they'll buy out the whole mall."

She grinned. "Well at least Mum will be occupied."

"Yeah," Steve agreed. While he loved his wife, Natasha tended to be too serious sometimes.

"So what are we doing?" Gwen questioned, hopping off the counter.

Steve shrugged. "Just a family dinner. Tony's a bit overexcited about the engagement. It's really annoying."

"Dad!" Gwen swatted his arm playfully. "They're cute together."

"Yeah, they are," Steve said fondly. "Want to watch Batman with me?" he asked, perking up.

"I think I'll pass," Gwen said, knowing how her father got when he watched too many superhero movies. "I've got homework, and I'd really like to see what Uncle Tony's up to," she explained.

Steve nodded. "Okay," he said, kissing the top of her head. "Have fun!"

Gwen smiled and nodded, heading to her room. Although it was called Stark Tower, Tony figured it would be more effective if all the Avengers stayed in one place. Well, most of the Avengers anyway; Clint was hardly around, Bruce retired to somewhere he would be in check and Thor was in Asgard. Gwen had never actually met him, but she'd like to. He sounded like a fun uncle to have around, with his hammer and witty humour.

Gwen shrugged out of her sweater and replaced her skirt with a pair of shorts, as Stark tower was always toasty warm. She tied her hair up into a bun as she turned on her laptop, checking her assignments.

Half an hour later, she had finished with all her homework. She slipped on her flats and walked out of her room as her phone beeped. She checked it, revealing a new text from one of her close friends, Mary Jane Watson.

_Flash got us free front rows to the game on Sat, you in? His three other super-hot friends are coming!_

Gwen rolled her eyes good-naturedly. MJ was a good friend although she was the complete opposite of Gwen: MJ was the cheer captain, the social elite, and one of the most popular girls in school. However, she was down-to-earth and a good, fun friend, which Gwen really liked about her.

Gwen was thinking about how to decline when she remembered that she had made plans with Peter on Saturday. She replied with a secret smile on her face, telling MJ she couldn't make it. She pocketed her phone and walked to the elevator, rolling her eyes as she heard her father yell at the TV screen again.

As the elevator made its trip down, Gwen smiled a secret smile as she thought about Saturday. Peter was nice, who had grown from a scrawny kid in eighth grade to a pretty good-looking guy. She found his awkwardness adorable, and they had always been on speaking terms. She could definitely see her with Peter in the long run. _We would make a good couple, _she thought to herself, smiling.

The elevator _dinged _and Gwen snapped out of her daze as she walked out, greeted by familiar faces of the scientists all around. The second floor was full of high technology gadgets and weapons, all being built for the use of the Avengers. Of course, Tony loved his science, so the third floor was dedicated to all his experiments, nuclear trials, and all that.

She headed to the end of the lab, where Tony usually was. As she approached him she saw him explaining something to a tall guy, probably one of the students he sometimes met with, judging on his posture and shouldered-bag.

"…and you'd think that I'd use nanobots, but you know how dangerous those are, so we specialized a formula to counter-react to the serum, immediately undoing its effects," Tony was explaining. "Amazing, isn't it? And this is the best part: it works on any serum at all!"

_Wow, that's impressive, _she thought to herself. "How long does it take to make?" Gwen questioned, forgetting to introduce herself in her curiosity.

The student turned at her voice, but she didn't look at him, interested in Tony's answer. "Well, mini-me, it's a complicated antidote to make, so it'll probably take around two hours for the average human being. But my _Gwen_," Gwen ducked shyly as he walked over to her, draping his arm around her shoulder, "is not the average human being, seeing as she's just about as brilliant as me, so for you it'd probably take around twenty minutes, plus the ten minutes it needs to set."

"You embarrass me," Gwen muttered, and Tony laughed, facing his guest.

"It's what I live for," Tony smirked, and addressed his guest. "Well Peter, it's your lucky day, for you're meeting the one and only Gwen Ro –"

"Gwen Stacy," the guy said, and Gwen's head jerked up to meet the eyes of Peter Parker.

"Peter!" she exclaimed, flustered, suddenly feeling very insecure about her appearance. She cursed herself for not checking her reflection before heading downstairs. "Um, I didn't know you'd be here."

"Neither did I," Peter replied, running a hand through his hair. "I mean – I didn't think that you'd be here, because I knew that I'd be here, and – yeah." Peter laughed nervously, shuffling his foot.

"She's a family friend," Tony lied smoothly, his arm still around her shoulder. "Gwen and I are _very_ close." Gwen rolled her eyes at that, elbowing him.

"He's friends with my dad," Gwen explained as Peter slowly nodded. "What are _you_ doing here?" she questioned curiously.

"Oh, Mr Stark invited me to come look at his latest development," said Peter.

"Firstly," Tony interrupted, "_never_ call me Mr Stark – that's my father, not me. And secondly, why is it that I never knew you two knew each other?"

"It's not like I tell you about everyone in my school, Uncle Tony," Gwen laughed. Peter looked curiously between the two, trying to recall if he ever saw Captain Stacy around Tony Stark, _Iron Man._

"Anyway," Tony went on, "I think our time is up, Peter. Unless, of course, you want to hang around. We've got video games upstairs!"

Peter smiled but shook his head. Gwen's expression seemed to falter at that, but she quickly mustered up a smile. "My Aunt's waiting up for me," he explained. "Plus, I want to get an early night for tomorrow."

"Why, what's happening tomorrow?" Tony questioned.

"School trip to Oscorp," Gwen said. Tony's grin turned sour.

"Stark Tower's so much better than Oscorp," he muttered. "The school should take a trip here." Gwen held back a laugh and saw Peter straining a smile too.

"Anyway, thanks for inviting me, Mr – I mean, Tony," Peter stuttered, biting his lip. _Oh my god, _Gwen thought to herself, feeling oddly turned on by his simple act. Her breath hitched and she turned away, distracting herself by pretending to tie up her hair.

"No, problem, Peter!" Tony grinned, patting him on the back. "Come by soon, okay?"

"Sure," Peter smiled, and turned to Gwen, who was avoiding his gaze. "See you in school, Gwen," he offered.

"Oh yeah, see you!" she said quickly, tripping over her words. His expression scrunched up into a small, adorable frown, as he waved and walked to the exit.

As Peter disappeared down the elevator, Gwen let out a breath she didn't know she was holding. She cursed, running a hand through her neat hair. _What's wrong with me? _she questioned herself as she undid her hair tie and proceeded to tie her hair up neatly again.

Tony grinned to himself, knowing his not-really niece well enough to tell that she had a small crush on that boy. And, judging by Peter's expression when Gwen showed up, he had a not-so-small crush on Gwen himself. "This looks fun," he grinned.


	3. Bitten

**A/N: Hello again! Thanks for all the follows and favourites; shows me that you guys actually are interested in what I'm writing. I'd appreciate a few more reviews, though; is that too much to ask? Pretty please?**

**Thanks for that one review, and I'd like to point out that Gwen might seem a bit OOC in this story because of her different parents and how she was raised. Also, she has no brothers here. Enjoy!**

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"And here we have the main floor where all the magic happens! Mind you, please don't touch anything, this is really dangerous and expensive equipment..."

Peter shuffled along with his classmates as they entered the main experiment room of the Oscorp tower. He stayed in the back, clicking on his camera as the guide showed them around, explaining about the latest technology invested in Oscorp. He looked around in his camera, focusing on Gwen as she looked around, observing everything carefully. Mary Jane Watson, the girl who lived next door to him, was looking around too. She had incredibly _fascinating _red hair Peter had ever seen, and her perfectly made up face held a confused expression. Well, at least she was trying.

Peter quickly snapped a photo as MJ asked a question and Gwen started laughing hysterically. Her eyes lit up and she had beautiful teeth, her blonde hair a contrast against MJ's red hair. He could always cut MJ out later; the picture of Gwen was perfect.

Everyone grew silent as Dr Curt Connors entered the room. He was one of the most renowned scientists and, if Peter heard correctly, one of the most brilliant ones too. People said that he could top Tony Stark, but Peter doubted that, having met the man and knowing how brilliant Tony Stark really was. Dr Connors started answering questions, and Peter drifted off, his gaze diverting to Gwen as he thought about meeting her in Stark Tower the day before. She had been in completely casual clothes, wearing a t-shirt and shorts, looking completely at home (and she had _magnificent _legs, might he add). It's funny because Peter's met Captain Stacy once, and he seemed to be completely annoyed at Iron Man's sass.

Dr Connors started explaining about cross-species experiments and everyone started taking notes or nodding along. Peter looked around, observing all the animals around and the equipment. When he looked back, the crowd was gone, and Peter stopped short. Did he really blank out for that long? He contemplated texting Gwen to ask where they were – she _had_ given him her number when they were planning for Saturday – but knew that this would probably be his only chance to sneak around Oscorp, where his father used to work before mysteriously disappearing. Maybe Peter would be able to dig out some leads to finding his father.

After wandering around, Peter soon found himself in a secluded area with one door. An intern came out of the door, talking to another intern with a serious expression, leaning in close to discuss something. Well, Peter thought, this should be good. Quickly and quietly, he slipped into the room before the door shut, avoiding the security protocols.

…_what the hell?_

Peter found himself in a white room, with a glass pane that led to a dark room, with machines that radiated a blue light. Strung to them were strings that looked like the hair on a horse's tail; thin and delicate. Peter frowned and pushed the glass door open, stepping into the dark room. _What the hell is this? _he thought to himself, observing his surroundings. _What is Oscorp up to?_ He squinted, looking upwards and froze.

Spiders. Millions of them. And if they were being kept in a secluded lab like this, they were surely dangerous. It dawned on him that the horse-tail-like strings were actually spider webs, produced by those spiders above. Curiosity won him over yet again, as he tentatively reached out and softly pulled one of the webs.

The machines stopped moving and the blue light faded, leaving Peter in darkness, save for the white light coming from another room. He froze. _Not good, _he panicked, just as the millions of spiders dropped down on him. "Agh!" he yelped, not particularly fond of the arachnids, and he quickly shook them off best he could. _Man up, Parker, _he internally groaned as he realised how _professionally _he had handled the situation. He quickly ran out of the room, thanking his lucky stars that the machine restarted soon after that.

He made his way to the elevator when he felt it. A sharp, stinging prick at the back of his neck. "Ow," he yelped, rubbing his neck. _What the hell was that? _he wondered, wincing a little. A few interns gave him odd looks. "Sorry," he muttered, and quickly stepped into the elevator to avoid their questioning stares.

Peter bumped his forehead against the wall. Today had been a weird, weird day. He took his phone out and texted Gwen, asking where they were. As he reached the ground floor, his phone vibrated, showing her reply. His worries about the _what if Oscorp has that on tape? _immediately left his mind as Gwen's name lighted up on the screen, and he unintentionally grinned.

_Where were you? We finished like 15 mins ago. _

While he was also disappointed to know he had missed the rest of the tour, he was relieved: he wouldn't have to explain himself now, as the school wasn't providing transport back as by the time they were done, school would have been over. He quickly texted back a reply.

_Got lost. Nobody noticed me gone?_

His phone vibrated instantly.

_I covered for you & said you went to the bathroom. _

His lips curved upwards as he read her reply, walking out of Oscorp. Gwen covered for him. She cared about him. (Shut up, he's not looking too deep into it.)

_Oh, thanks then. We still on for tmr?_

Peter walked in the direction to the metro, frowning when she didn't reply. What if she changed her mind? What if she got disgusted at him for ditching this amazing opportunity of a tour? Gwen liked smart guys after all, he had heard from someone. He paid for a ticket as his phone vibrated.

_Sry, someone called. & yeah, we're on for tmr. I'll meet you for lunch._

As he reached the metro stop, he texted back a reply.

_Cool. See you tmr! :)_

As soon as he sent the message he wanted to take it back. Gwen would think he was weird, being a guy and using a smiley-face. Was it too obvious of him? He sighed and shoved his phone back into his pocket and pulled his hand back out. He did a double take as he saw that the cover had completely ripped off and stuck to his palm. _What the hell? _He shook his hand, but the cover still stayed stuck to his palm.

He groaned and walked into the train as it came to a stop. Hopefully the train ride wouldn't show some unexpected surprises.

* * *

Five stops, a shirtless woman and four beaten-up men later, Peter emerged from the train, in shock. He had managed to dislocate the bar and stuck to the ceiling as well; his hands were _really _sticky. He walked the rest of the way home, afraid that weird stuff would happen again.

"Peter! Where were you?" his Aunt May asked worriedly as Peter burst through the door, accidentally ripping it off its hinges in his rush to get home.

He whirled around to face his aunt at an alarming speed, he was surprised he didn't get dizzy. Aunt May stepped back, eyeing him warily. "Oh, um, school trip to Oscorp," he replied distractedly, carefully placing the door back on its hinges. "I had to find my own way home. There wasn't a bus."

"Peter," Aunt May asked carefully, as Peter walked to the kitchen, suddenly feeling very hungry. She followed him and stood a respectable distance away. "Are you okay?"

"Yeah, I'm fine, actually, I'm great!" he answered, flashing her a grin. It _was _true; whatever that had happened to him, it was boosting his adrenaline level, making him feel jumpy and excited like a five-year-old. He felt like he could do anything at that moment. He planted a quick kiss on his aunt's cheek before whirling around again and deciding to walk to the fridge. (If you watch Doctor Who, you'd notice Peter was suddenly beginning to develop the Eleventh Doctor's childlike persona.)

"You're acting very strange," Aunt May said, sounding as if there was a lot more to his behaviour than just _strange._

"Sorry," he apologised distractedly, gathering as much food as he could into his arms.

"Didn't you have your lunch?" she asked as he almost emptied the entire fridge.

"Yeah, but I'm suddenly just really hungry," Peter explained, shutting the door with his foot. He slowly began to head to the stairs, careful not to drop any of his precious food. "I got it," he reassured his aunt as she moved to help him.

Aunt May watched her nephew, unsure what to think of his new behaviour. Breaking doors and eating the whole fridge? The boy was _definitely _going through another growth spurt.

* * *

The rest of the day flew by, and soon, it was Saturday.

Gwen applied her last coat of lip-gloss, checking her reflection. Normally, she wouldn't bother looking nice to go out, but she was going out with Peter Parker. She smiled at her reflection as she envisioned his silly little grin and adorably awkward behaviour. She still didn't know how she felt about him, but she was definitely getting more fond of him.

Gwen looked herself over. She was wearing a simple sweater-dress with tights, as it was quite cold out. She carried a shoulder bag, and she had put on an extra coat of mascara to emphasize her big, blue eyes (courtesy of her father. Thanks, Dad.) She wore her favourite ankle-length brown boots, which looked incredibly cute with the outfit. To top it off, her lips looked naturally red and kissable. Her mirror image frowned as she did – _kissable? Where did that come from? – _and threw her hair over her shoulder. She looked nice, but not too nice.

"Where are you going?" Gwen turned to find her mother leaning against her doorframe, arms crossed with a smile on her face. She wore a loose-fitting top and jeans and her red hair was messy and loose, so unlike her usual crisp and formal attire.

"Meeting a friend," Gwen replied honestly, picking up her bag and shoving her purse into it.

"A friend?" Natasha questioned, raising her brow as she took in her daughter's appearance. Gwen sighed.

"A boy," she clarified. "We're just friends, though. For now," she muttered under her breath, and Natasha grinned as Gwen quickly pushed on. "Don't tell Dad," Gwen pleaded, "he'd blush and be all embarrassed."

"Touché," Natasha grinned, looking her daughter over. "Don't do anything I wouldn't," she warned.

"That doesn't really leave me with much," Gwen laughed, and Natasha playfully glared.

"Fine: don't do anything I wouldn't want you to do," she said seriously. "And if anything happens, remember your training. And, you've got me on speed dial, right?"

"Yeah, Mum," Gwen smiled. Natasha had taught Gwen since a young age to fight and everything there was to be a master assassin. Of course, Gwen had never killed anyone, but given that trouble usually showed around the Avengers, Natasha wanted her daughter to be prepared. That, and any child of Natasha Romanoff's would be guaranteed to be a skilled knife-juggler by the age of four; it was in their blood. Steve wasn't as happy about it.

"Don't be back too late!" her mum called as Gwen made her way down the elevator. She gave her mother a thumbs up to show that she heard her.

Two hours later, she was laughing, as Peter seemed to have his hand stuck to a poster about menopause. He sheepishly trudged along as they walked to Central Park, walking side by side.

"Watch out!" Peter called out as Gwen whipped around. A football was zooming to hit her face, and she raised her hand to snatch it out of the air, more than used to having things chucked at her – just when Peter did it for her. He then hurled it back to the kid who threw it, throwing it with enough force to send the kid crashing into a bush.

Gwen turned towards him, surprised, and narrowed her eyes. "That was a good catch," she said slowly.

"Yeah, lucky I guess," Peter laughed, scratching the back of his neck. Gwen noticed that he only did that when he was nervous about something, and had an internal debate with herself whether or not to be suspicious. After all, growing up with superheroes taught you never to simply trust _anyone_, even if, Gwen thought grimly, that someone was a cute, socially awkward science nerd who looked less than capable of committing crimes.

"Where'd the poster go?" she suddenly asked, realizing that it wasn't in his grasp anymore.

Peter looked around, seeming genuinely confused. "I don't know, flew off, I guess," he chuckled. "That's good."

"Great," Gwen supplied, quickly grabbing his hand and observing it carefully. The hairs on his palm seemed to be sticking up, she noticed before he quickly pulled it away.

"What?" he asked, defensively holding his hand behind his back.

"Nothing – just," she stopped, trying to phrase her sentence. Sticky hands, quick reflexes and that nervous behaviour? Something was definitely up. "Did something happen recently?" she asked, and he froze.

Right there and then Gwen knew that he was hiding something from her, and something big. She had her mother's sharp senses, so she could automatically tell by the way he tensed up, scratched the back of his neck and avoided her gaze. "Uh," he laughed nervously. "No, why would you think that?"

She gave him a hard look, and he caved, sighing. "Yeah, something did happen," he admitted. "But I can't tell you."

She jerked back in shock, honestly expecting him to tell her right there and then. "Why not?"

"It's – it's personal," he said, sighing, and she decided not to push although her instinct egged her on.

He didn't want to meet her gaze, and she bit her lip, realising that she must have caused him some discomfort. She laid a hand on his arm apologetically. "Peter, I understand if you don't want to tell me," she said slowly, trying to think of a delicate way to try and get the information out of him. "But I'm your friend, and I could help you."

He gave her a long, hard look, and his expression went blank. "I have to go, Gwen," he told her.

"What?" she asked, shocked at his sudden cut off.

"Look, this was really fun and everything, but I have to go," he sighed, walking ahead of her. She stood there in shock for a few moments, before turning around.

"Peter, you can't just –!"

He was gone. He left her there on their first date. Central Park wasn't that far from Stark Tower, but still. That, and the fact that he had completely disappeared. Gwen looked around, confirming his disappearance. She didn't think that whatever he was hiding was big enough for him to actually want to pack up and _leave. _To be honest, she was a little hurt and disappointed too, and she knew she shouldn't feel offended in any way. That didn't really stop her from feeling that, though.

She thought that she ought to tell her parents, but it was only small, minor details. _Small minor details like oversensitive palms and superhuman reflexes, _a voice in the back of her head hissed, but she shrugged it off. This was Peter's problem, not theirs. But she was determined, because he looked like he was taking it hard. Gwen didn't have that many good friends, but she could be a good one if she wanted to. And she promised to herself that she would figure out what was going on with Peter Parker and help him out, no matter what.

With that thought in mind, she walked in the direction of Stark Tower, her mind set on getting Peter Parker to put his trust in her.


	4. Blackout

**A/N: Here is the fourth chapter! I originally wanted to post a different chapter, one that went on with everything, but then I figured the story would be moving too quickly and it would be done within 13-14 chapters. I couldn't have that! So I improvised a bit, and I really liked how it turned out. Enjoy!**

* * *

Gwen knocked four times, standing outside Mary Jane's door.

After Peter had very graciously left her in Central Park, it had started raining really heavily. Gwen figured that since Mary Jane's was a closer walking distance than Stark Tower was, she'd go there. Plus, she really didn't want to see her parents and put up with them after her less than perfect evening.

The door opened and a barefaced Mary Jane stood there, her gorgeous red hair tied up into a messy bun. "Oh my god, you're freezing! Get in here!" MJ ushered her into her modest-sized house, which was now dimly lit, but toasty warm. "I just lit a fire," she told Gwen, and brought her to the living room, where the fireplace was crackling merrily.

"Thanks, MJ," Gwen sighed, unbuttoning her coat and sinking into a couch, rubbing her hands together. Mary Jane curled up on a couch beside her, resting her head on the couch.

"Thank god you came by," she said, rolling her eyes. "My laptop's broken and I can't hang out with Flash, so I wanted to call you, but you had a date so I didn't want to. What happened, by the way?" she questioned, her green eyes sparkling with curiosity.

Gwen hesitated, and then told her everything. She told her about lunch and Peter's jokes and Peter's hair and Peter's eyes, and realized she had gone too far and blushed deeply while MJ raised an eyebrow, amused. She quickly ushered on to the end of the date, when he had left abruptly.

"I – I sort of noticed something wrong with him, like he'd act all fidgety whenever I mentioned Oscorp and –" Gwen hesitated, unsure how to deliberately tell Mary Jane that Peter was acting strange and not give her theory on _why. _"I think I mentioned his uncle," she said quickly, remembering about Peter's uncle's abrupt death earlier that year, "and yeah, I think I pushed too far and then he just told me that he had somewhere to be, and left."

Mary Jane gave her a sympathetic look. "Yeah, he's really touchy when it comes to that. I wouldn't blame him, though; he and Ben were really close. You probably shouldn't have mentioned that."

"Yeah, I – wait, how do you know he and his uncle were close?" Gwen asked, puzzled. "You guys don't even talk that much."

MJ looked surprised. "Oh, you didn't know? He's my neighbour." Gwen's eyes widened as she pointed out the window to the house next to hers. "He lives there with his aunt, and the few times I've met her she was really sweet."

"What, so do you guys have play dates or something?" Gwen asked bitterly, surprising herself. She bit her lip and shot Mary Jane an apologetic look, which she shrugged off.

"No need to be jealous, blondie," Mary Jane said, smiling wryly. "They used to invite us over for dinner once upon a time. The last one was about a year ago. I think my parents really got to them," she said bitterly. MJ's parents weren't the best people in the world, and Gwen didn't know how she could handle them.

"Oh," was all Gwen said as she stared at the fire. MJ had known Peter for a long time, but never mentioned it to her. Did they have a history together? Was Mary Jane hiding something from her? "Do you see him often?" she asked after a while, eyes darting to where MJ sat, curled up on her couch.

"Not really, no," Mary Jane replied, shrugging. "We used to see each other a lot, when my mum bought that hammock for outside. He'd come outside to say hi, and I'd ask him to go over a script with me." MJ smiled fondly at the memory while Gwen looked away, a little jealous. "At first he was _so _shy, but once he let loose he's actually not that bad of an actor. But then Dad took the hammock down and we _did_ sit down and talk for a while – we had like an unspoken agreement to just meet each other every day at five in front of his porch. But then senior year started, and we sort of drifted apart. We hardly talk now," she sighed, realizing how much she really missed just talking to Peter. He was a really nice guy, and Mary Jane had always teased him about his awkwardness and he'd hesitantly bump her shoulder in return. He had always kept mostly to himself, though, and she had the sense not to ask about his parents. In a way, MJ knew Peter well, but she didn't really know Peter _Parker_ that well. In fact, she didn't know much about Peter Parker at all.

Hearing MJ talk about Peter like that made Gwen uncomfortable. She didn't know what was wrong with her; they'd only been on one date, and she had always found him cute and interesting; she had always had a teeny _tiny_ crush on Peter Parker. Maybe now that she had actually _partially _acted on her feelings, she liked him more.

Gwen cleared her throat and got up, looking out the window that didn't face Peter's house. The rain was still pouring, heavier than before. She sighed. "MJ, do you mind if I stay over? I don't think I'll be able to get home in this weather."

"Oh yeah, I forgot to tell you about that. The weatherman said that there would be a storm tonight," Mary Jane explained, and Gwen raised an eyebrow.

"You watch weather reports?" she asked, tucking a strand of hair behind her ear.

"The weatherman's hot," MJ admitted, looking ashamed. Gwen laughed. MJ seemed like a shallow girl on the outside, and she did have her dumb moments, but she wasn't _that _dumb; she attended a high school specializing in science. Of course, they offered theatre studies as well, which was probably the only reason MJ agreed to attend Midtown Science High.

Gwen's phone started buzzing and she picked it up, quickly looking at the caller ID. "Hi, Dad."

_"Gwen, where are you? You said you'd be back an hour ago, and –"_

"Dad, have you looked outside? It's raining cats and dogs. I'm staying over at MJ's for the night, okay?"

She heard her father yell out "she's okay!" in the background and Tony's answering yell. _"Sure. Just call next time, okay? Me and Tony were worried sick!"_

"Tony and I," she corrected, and both Steve and MJ snorted. "And yeah, sorry about that, I was just about to call."

_"Okay, princess. I'll pick you up tomorrow."_

"No, Dad," Gwen protested, knowing that MJ couldn't see Captain America casually popping by to pick her up. "It's okay –"

_"I want to. I'll come by around lunchtime. Bye!"_

"Love you, Dad," Gwen sighed as he hung up. She would have to find a way to divert Mary Jane's attention when her father showed up. She walked back into the living room, where MJ was watching TV.

"I ordered pizza for us," she informed the blonde. "Extra cheese, just how you like it."

"Thanks," Gwen replied, finger-combing her fringe. "I'm going to go and freshen up."

"Sure!" Mary Jane said, still watching the TV. "Use my clothes if you want, but stay away from my sexy stuff!"

"Okay!" Gwen laughed, heading up the stairs to MJ's bathroom.

She washed her face and properly combed her messy hair, bringing it back to its neat state. When she did this at home, her mother would sit on her bed and roll her eyes at her, telling her about how she would never be bothered to tame her hair since she got into trouble on a daily basis. Once Gwen was satisfied, she swept her straight, blonde hair into a high ponytail and headed back to MJ's room.

Mary Jane's room wasn't neat, but it wasn't messy either. There were a few posters of old boy bands on the wall above her double bed, and the bedside table next to it sported a few framed pictures of MJ and her friends. Gwen smiled as she sat down on the bed, looking at a picture of her and MJ. It was taken recently, when they had made a visit to a skate park and decided to cam-whore in front of a graffiti wall. Gwen still remembered it well. MJ had come up with the ridiculous idea of posing like secret agents, and Gwen had laughed at the irony of it. They both posed back-to-back, using their hands to mimic guns. MJ looked like a model, as usual, while Gwen was trying her best to smirk, her hair hanging loose and she was wearing jeans for once.

She laughed at the memory and shrugged off her tights and shirt, leaving her in her underwear. She poked around MJ's cupboard for some shorts and a loose t-shirt and slipped them on.

"Pizza's here!" MJ shouted from downstairs, and Gwen darted out of the room, suddenly feeling very hungry. Little did she know that a very red-faced Peter Parker was sitting in his room, eyes wide and mouth open.

* * *

Peter shook his head, trying to get the image of Gwen in her bra and underwear out of his mind. Was Gwen stalking him, or something? Or was it simply coincidence that she decided to go over to Mary Jane's house?

His mind kept playing the scene in his head. Gwen laughing while holding a frame. Gwen looking around the room, twirling a little as she did so. He noticed little details while watching her, trying to ignore the fact that it was quite stalker-ish of him. Her hair had always been one step behind her movements, the blonde mass swishing just a second after she'd jump. She walked around on her tiptoes when she was happy. She liked pulling strands of hair out of her ponytail, and then tucking them behind her ear. How her eyes lit up when she smiled and her habit of tugging at the bottom of her shirt.

And then he remembered her magnificent stomach and her legs and her _boobs, _and the colour of her underwear (her bra was black but her underwear was a nude colour that blended in very nicely with her skin tone). He felt embarrassed just thinking about it. It wasn't that he didn't like the sight of her like that – in fact, he really, _really _liked it – but he felt like he robbed a potential future moment, if he and Gwen would ever be together _like that. _

Peter was very much a virgin, and thinking about Gwen like that… he crossed his legs over his crotch, trying to hide the growing bulge in his pants from himself. Thoughts like that made him giddy and excited, but nervous and fumble-y too. He hoped that Gwen hadn't done it before, because the thought that someone else had seen her body made him clench his fists in anger.

He mindlessly fumbled with his newly devised web-shooters as his thoughts drifted back to the afternoon. He had made her laugh more than ten times, which pretty much made him feel invincible for the entire day. And then his spider-powers had acted up, and he had left her hanging like the idiot he was.

Peter was still trying to figure out what happened to him. So far, he knew that his actions were caused by the spider that bit him, but he had accidentally squashed it and therefore couldn't examine it. He had wanted to go to Doctor Connors about it, but he didn't have the time today, so he planned on going tomorrow. But so far, these powers had been quite cool.

The lights suddenly shut off, and Peter groaned. Rain had been pouring heavily the whole night, and that had probably caused a power cut. He stuck his head out of the door. "Aunt May, are you alright?" he called out. Aunt May didn't answer, so he crept down the hall to her room. Sure enough, she was fast asleep, probably because she had group outings every Saturday.

Peter could surprisingly see well in the dark. He grinned to himself as he digested the new fact. It made him feel all-powerful. But he walked back into his room and fished for his torch anyway, because although being able to see in the dark was cool, being without light made him feel edgy.

Suddenly, a strong sense of uneasiness took over. Peter couldn't describe it. It was a tingly sort of emotion in his gut that sort of stood for a warning of danger. It was vague, but powerful, sending chills down Peter's spine. He wanted to dismiss it, but knew somehow that something was really, _terribly _wrong.

Peter's gaze drifted towards Mary Jane's window. The bedroom was dark, signaling that his wasn't the only house that was struck by this blackout. But somehow, the darkness looked more menacing, and Peter knew that whatever this _feeling _was, it made one thing clear: Gwen was in danger.

He grabbed his web-shooters, attaching them to the sleeve of his sweater as he ran out the hallway, somehow knowing that Aunt May would be alright. He jumped down the stairs, landing with an easy grace and didn't even have time to ponder over it before he was out the door and jumping over the fence that separated his house from Mary Jane's.

Peter stopped at the doorway, somehow knowing that he couldn't just barge in. Because there was something in there that threatened the lives of the two girls, and he'd need to be careful if he wanted to save them. His mind was puzzled as to how he knew this, but he didn't really pay attention to _how; _rather on _what next._

Peter slithered to the back of the house, pausing by the wall and closing his eyes, listening intently. By this time, his mind had given up to how he would be able to listen to what's happening inside when there was a concrete wall in between. He strained a little, trying to expand his hearing capabilities.

_"– what I don't get, though, is how the fire went out –"_

_"Gwen, shut up! You're scaring me!"_

Peter grinned in relief, as he didn't detect any other voice in the room. _Okay, Pete, time to head home. _But the tingly sense refused to stop tingling, so he listened even more closely.

_"I just don't understand…" _Gwen was saying, sounding confused._ "Maybe the rain was so heavy that it fell through the chimney and put the fire out. Yeah, that must be it."_

_"Gwen, shut up!" _Mary Jane pleaded, half-whispering.

There was a sudden noise of a door being slammed shut, and the two girls' breaths hitched in fear.

_"Was that –"_

_"No, was it you?"_

_"No! I'm right here, you idiot!"_

Peter decided that he should probably start making a move now, and silently opened the back door. He knew that he shouldn't be sneaking in, because the girls didn't need to be even more scared than they actually were, but whoever – _or whatever, _a voice in his head said – was in this house with them, Peter wanted to remain undetected.

He slowly crept into the house, surprising himself by not knocking into anything and breaking apart his whole ruse. _Wait, _he thought suddenly, _didn't I manage to stick to the ceiling during the train ride? _Peter knew it was probably ridiculous to even try, but he placed his hand on the wall, and then the other. He took a silent breath, shutting his eyes and lifted both his feet against the wall, waiting for the unbalanced fall that would come.

When he didn't fall, Peter opened his eyes. It worked. He was sticking to the wall, like – _like a spider! _His excitement was short-lived when he heard a gruff voice shout, "Don't move!"

Peter immediately began climbing the wall, reaching the ceiling as if it were second nature. He climbed across the ceiling and into the living room he had been into a few times, and the breathing of the five different intruders suddenly became much more obvious.

"Please – please don't hurt us," he heard Mary Jane beg, and she yelped as one of the men clicked his gun.

"Which one of you owns this house?" the gruff man demanded, and Peter climbed to the hallway, where one of the men stood in a corner. It would be easy to take him out in the darkness; he would just have to do it very, _very _quietly.

"I do," Mary Jane whimpered, and Peter watched in dread as another man grabbed Gwen and pressed a gun to her head.

Despite the situation, Peter could just make out Gwen's annoyed expression. "Hey!" she shouted in protest, elbowing the guy. "Don't. Touch. Me."

The gruff man laughed. "You're a feisty one, aren't you?"

"What the hell do you want?" Gwen hissed, and Peter kept crawling to the hallway, praying that Gwen wouldn't do anything stupid.

"All I want is the money, and the jewelry. And anything else valuable in this house. You'll get the stuff for me, won't you?" he guffawed, and laughed even more as Peter assumed that MJ nodded.

"Hey!" another man yelled, and there was the sound of a struggle and something being thrown across the room. "What do you think you're doing?"

"You're messing with the wrong people," Gwen hissed, and the three men in the room roared in laughter.

Peter blocked out the rest of the conversation, thinking that Gwen would be able to handle it for a minute or two. He looked up – or down – from the ceiling and tried to decide how to take down the man, before thinking that he would just go with his gut. Peter landed stealthily behind the man and covered his mouth. The man instantly began struggling, trying to turn around to face him. _Shit, he has a gun,_ Peter panicked, and spun the man around, using his web-shooters to web the man's mouth, preventing him from talking. The man's eyes widened in confusion, dropping the gun as he fumbled with the web over his mouth.

The web worked and the man was instantly silenced. Going with his gut, Peter elbowed the man's head with unnecessary force. The man collapsed, unconscious, as Peter stared. He had just taken out a burglar within a few seconds. _Make sure he doesn't wake up, _a voice in his head whispered, and within seconds the man was webbed to the wall.

Peter hardly had time to admire his work before he started on the second man, who looked even bigger than the man before. No matter; Peter quickly webbed the man's mouth and squeezed his throat, knowing that it would hit a pressure on his throat and make him pass out. Sure enough, the man collapsed and Peter hurriedly webbed him to the wall.

Back in the living room, the men were starting to get impatient. Gwen had tried stalling them the best she could, leading them on with some information they had recently found did not exist.

"You've made a big mistake, coming here," she said in a menacing voice, although her expression faltered. One of them had tossed her phone aside and it was broken. Mary Jane's was all the way upstairs. Gwen couldn't call any of her parents; she had no way. She was on her own.

Deciding that she should act now, she remembered her mother's training. _Aim for the lower back, for the pressure point. It will temporarily paralyse your enemy. _Gwen aimed a kick at the man's lower back but missed, hitting his thigh instead. He groaned and dodged her next blow.

"Gwen!" MJ was screaming, and a man held her back. "What are you doing?" she screeched before her screams were muffled.

Gwen felt one of them behind her and turned around – just to see the man being swiftly lifted off the ground. She whirled around as the man holding MJ suddenly disappeared with a yell, and whipped her neck around to see where he went.

"Who are you?" the last man yelled, holding out his gun. "Where are you?" he yelled, before someone leapt down and hit him.

Gwen didn't know what she saw; it was all happening too fast, and suddenly the unknown person had taken the robber out and disappeared. The unconscious robber was lying on the ground.

The lights flickered back on, and Gwen heard MJ cry out in relief as the room instantly brightened.

"Oh my god," Mary Jane was gasping; shedding tears Gwen didn't see before. She pulled the blonde into a tight hug, and released her, checking her over. "I can't believe that happened – you're so _stupid, _Gwen, what on Earth made you think you could take them on? We need to call the cops – get these guys arrested –"

"MJ," Gwen interrupted, as she stared at the spot where the last guy was taken out. "We can't call the police."

MJ looked at her like she was ridiculous. "Of course we need to, wouldn't your dad -!"

She gasped at the sight before her. Gwen crouched down beside the man, who was _literally _webbed to the floor. He was lying spread eagled, with a web-like substance holding him down. Gwen reached out a hand to touch it, and MJ protested.

"Don't touch that!" she hissed. "It might be dangerous, and –" She whimpered as Gwen touched the substance anyway, pulling some strands of the sticky substance away as she pulled back. Something hard suddenly fell on her head, and she yelped and jerked backwards, observing the object that hit her. A fifty-cent coin. But coins didn't _really _hurt unless they were dropped from a high distance.

Slowly, Gwen looked up, and gasped in shock at the sight before her. Two men were hanging off the ceiling, each having one hand and one foot strapped to the ceiling with the web-like substance. MJ must have followed her gaze because she let out a shriek behind Gwen. "Didn't you say that there were two more guys?" Gwen asked her, and she nodded, her green eyes wide and her red hair flopping on her shoulders.

Gwen walked out to the hallway, but even though she mentally prepared herself, she still jerked back in shock at the sight of two more men strapped to the wall like a spider catches a fly.

"MJ!" she called out, still staring at the two unconscious men as MJ came running into the hallway. She was going to say 'call the Avengers', but she wouldn't be able to explain to MJ how she memorized their number, and they didn't make house calls anyway. That would only result to… "Call the police," Gwen sighed, knowing there wasn't much else she could do.

"Gwen?" MJ asked in a small voice, and Gwen turned to look at her friend, noticing how frightened she really was. "Who helped us? Who did this to them?"

Gwen was honestly only trying to figure it out herself. Who was it she had seen, who moved so quickly and blended in with the shadows? How had they used this web thing? _Why did they help them?_

Gwen merely shook her head, sighing. "I don't know, Em, but I wish I did."

* * *

**So how was it? Should I add in more improvised chapters and add in more scenes like this? Or should I just stick to TASM storyline? Or maybe more chapters of fluff? It's your choice! Review!**


	5. Comfort

**A/N: Hi everyone, thanks for the feedback. I decided on another filler-in chapter before the storyline goes on. Get ready for some fluff!**

* * *

"No, Dad, I'm fine – no, I'm going to stay here with MJ, she's all alo – no, don't pick me up! Dad, seriously, I'll be okay. She'll get suspicious if you show up. Call this number if anything, okay? Love you."

Gwen hit the 'end' button on the phone, sighing heavily. It had been five minutes since the mystery man had webbed all the robbers in Mary Jane's house. She looked around, the lights illuminating everything. The room looked the same as before, except that a table was knocked over and there was an unconscious man webbed to the floor. MJ was upstairs, probably informing her parents about what happened.

The doorbell rang and Gwen's head snapped up, alarmed. After the incident, she didn't want to take any chances answering the door. MJ emerged from the top of the staircase, looking frightened.

"_Hello?" _someone was shouting, knocking loudly on the door. "_MJ, open up; it's me!" _

Mary Jane sighed in relief as she heard the voice, and ran out of Gwen's sight towards the door, wrenching it open. Peter stood there, looking a little soaked, sporting a worried expression just before MJ launched herself on him, hugging him tightly.

"Whoa," he gasped, stumbling a little as she drew him in closer. MJ was shaking against his chest, clearly needing to be comforted. Peter froze, not knowing what to do when a girl was crying, and he took a few moments before hugging her back just as tightly, stroking her hair soothingly.

"Pete – you wouldn't guess what happened –" MJ was crying, still clutching Peter as he shuffled inside, shutting the door to prevent the heavy rain from blowing in. "There were these guys, and they had guns, and they wanted to take the money, and –"

"Ssh," he said soothingly, sighing. It had been a while since Mary Jane had actually spoken to him, even more since she had _hugged _him, but he knew she was traumatized and led her to the kitchen, letting her cling onto him. He glanced nervously around as he passed the door to the living room, hoping MJ wouldn't suspect anything.

"But that wasn't it – there was this _guy, _Peter, and we couldn't really see him, but he took out the other guys and webbed them to the walls –"

Peter coughed. _"Webbed?"_

"Yeah, can you believe it? Anyway, the guys are out, and Gwen just called her dad, so I guess the cops are coming. She did call her dad, right? Gwen!" MJ yelled as Peter slowly sat her down, searching around the kitchen for a mug to make hot chocolate.

Gwen stuck her head in, startled at Peter's presence. "Peter!" she said, surprised. He gave her a grin that didn't reach his eyes, and she tucked her blonde hair behind her ear. "I didn't know you were here."

"Well, um, I am, so, hi," he returned nervously, giving her an awkward wave. She raised her eyebrows, and Peter cursed himself for his nervousness around her. He had, after all, just spent the day with her and had been completely at ease around her. Why did he have to act up _now?_

"Gwen, you called your dad, right?" MJ asked from her position on the chair, her green eyes wide.

"Yeah," Gwen returned, shrugging normally – _too _normally for a girl who had just witnessed what had just happened, Peter noticed. Come to think of it, she handled herself pretty expertly when he had taken out the robbers. She was one unusual girl. "Why?" she asked, and he quickly looked away from her, hoping she didn't realize he was staring.

"So is he coming soon? The cops, I mean."

Gwen's blue eyes suddenly widened in realization and she clapped her hand over her mouth. "Shit!" she hissed to herself, and dialed a number, running out of the room. "Captain Stacy? Yeah, this is Gwen…" the two of them heard her say as she explained the situation.

Peter frowned. It seemed a bit too formal for Gwen to be calling her father Captain Stacy, especially since everyone knew that he was her father. So what was the problem with simply just calling him Dad? He looked towards Mary Jane, but she didn't look too bothered by it, so he shrugged it off.

He fixed two mugs of hot chocolate while Mary Jane watched him silently, accepting the mug when he was done. He sat beside her, the other mug of hot chocolate untouched beside him.

"They're coming," Gwen said breathlessly as she entered the room again, blowing a strand of blonde hair away from her face. "I forgot to tell you – I talked to my mom just now. She probably didn't call up my dad."

Peter wanted to question her further, but MJ accepted that story, sipping on her hot chocolate silently. Peter wordlessly grabbed the other mug and offered it to Gwen, which she accepted with a 'thanks'. She hopped up on the counter, looking completely at ease considering there were five unconscious robbers webbed to various surfaces in the house.

"What are you doing here, Peter?" Gwen asked, sipping her drink. Peter frowned.

"I heard some screaming," he explained. "I thought I'd check it out."

Gwen frowned, and he racked his brains for what he said wrong. "It's raining really heavily," she said slowly, "I didn't think you'd hear."

He shrugged, trying to seem normal although he was panicking inside. "I have really sensitive hearing."

Gwen nodded slowly, still frowning at him. Mary Jane was about to open her mouth to say something, when there were resounding knocks on the door.

"I'll get it," Gwen offered when MJ didn't make a move. She crossed the path to the front door and wrenched it open, revealing Captain Stacy with a few other officers behind him.

"Hi, Gwen," Captain Stacy said, smiling.

"Captain," she nodded, returning the smile.

"How many times do I have to tell you? Call me George," he instructed, before going straight down to business. "What happened?"

* * *

After the police had investigated, Aunt May had called Peter up and insisted he ask the girls to stay at their place for the night after what had happened. The police had wanted to close the house up for investigation (Peter had protested heavily – and quite nervously – against that; he didn't really think about what would happen after he saved the girls), and Gwen had objected to Mary Jane going over to her place – "My brothers take all the space up!" she'd insisted – so Peter had muttered, hoping none of them would hear, "You can always stay at my place."

Mary Jane had nodded vigorously at the idea, so here they were, half an hour later, all sitting on Peter's couch. MJ had calmed down; much to Peter's relief as he sat on the far end of the couch, thankful that MJ was wedged between him and Gwen. Gwen had asked about the school's new production, and MJ eagerly chattered on about it, as it was her way of relieving stress.

"- so I'd really like to be in it, I mean, it's _Grease, _and someone said something about Harry Osborn being Danny, and I thought to myself, _if I should be so lucky –""_

"Harry Osborn?" Peter cut in, raising his eyebrows. "He does theatre?"

MJ nodded. "Yep! He's really good. Why, do you know him?"

"We talk," he shrugged, and Gwen raised her eyebrows.

"People actually ta –" she began, but MJ's green eyes shot her a warning look and she shut her mouth apologetically, silencing herself.

Fortunately, Aunt May came into the room, carrying a tray of biscuits. Peter got up and took the tray for her, laying it down on the table. "You poor girls," she sympathized, patting Gwen's shoulder. "Thank god there was someone to help you. Now – you two can sleep in Peter's room, and he'll take the couch. Is that okay?"

Mary Jane and Gwen both opened their mouths to protest, but Peter beat them to it. "It's fine," he said honestly, nodding at Gwen. "I'll sleep on the couch. You two go ahead."

"Are you sure, Pete?" MJ asked doubtfully.

"Yes," he said firmly, and Gwen felt an immense sense of gratefulness towards him. She was sure that giving two girls his room for the night would make Peter nervous and edgy – Tony had once told her that a man's room was very personal – but he didn't look at all worried. "I don't mind," he said, looking at Gwen. She read the words he didn't say in his brown orbs: _I trust you. _She smiled at him in response, letting him know she was grateful.

"Well, you two should be off to bed then!" Aunt May smiled, her tiredness beginning to show.

"You go to bed, Aunt May," MJ said assuringly. "Peter will help us out. Besides, I've been inside this house enough times; I know Peter's room well enough," she grinned, and Gwen shifted uncomfortably. She knew MJ meant it in a friendly way, but those words sent boils through her chest.

Aunt May nodded and made her way upstairs, bidding everyone goodnight. "Let me just clear up a bit first," Peter said quickly as the two girls began to get up. He rushed upstairs at an alarming speed and almost toppled over an antique-looking vase, before catching it just as quickly.

As he disappeared up the stairs, Gwen's mind wandered off. What was Peter Parker hiding from her?

* * *

Gwen stared at the ceiling.

It was a dull white, looking a little blue from the light illuminating the window. There were dark green splotches on the far right, suggesting that Peter had been very young when he had gotten his first chemistry set. Other than that, it was quite uninteresting.

Gwen's ceiling was covered in glow-in-the-dark stars her father had put up when she was a little girl. "Count the stars," he'd said to her. "When I was young like you, I'd look out the window and count the stars. Of course, back then there _were _stars to actually look at."

Then he had kissed her blonde hair she had inherited from him, and left her to go to sleep. She remembered one night when she had woken up screaming and her mother had come to comfort her.

"You know," she had said softly, "I've always found that watching the stars are the best way to go to sleep."

Gwen still remembered puckering her lip out and frowning, eyes scared. "But Mommy, Uncle Tony said that you never know what's hidden in the stars."

"But you know what?" Natasha had smiled, turning to face her little girl. "There's a god out there – one who's watching over us; over all of us. No matter what's out there, he won't let them touch us."

"Really?" Gwen had asked with wide eyes, staring at her mother in wonder.

"Yeah," she had replied, "really."

Looking up at Peter's ceiling, Gwen wished she had some stars to count. They had always calmed her down, knowing that someone other than her family was out there watching over her. (She had found out that her mother was talking about Thor later on – and that he wasn't watching over her specifically, but was watching over Earth in fact – but it still comforted her greatly.)

She looked over to the other side of the bed, where only the auburn hair of Mary Jane could be seen – the redhead had hidden herself under the duvet. Gwen started thinking about Peter's duvet again, and she groaned as she was reminded of the now familiar scent of Peter Parker. Everything in his room was distracting her – because she knew that _he _slept on this bed, _he _sat by that desk, _he _kept his underwear in that closet and had probably changed in this room multiple times.

She blushed deeply and tried to get the image of Peter in his boxers out of her head. Honestly, she didn't know what was wrong with her and her feelings. It was like she was a hormonal teenager. (Well, technically she _was, _but – _shut up.)_

Gwen sighed and pushed the covers off her, glancing at the digital clock on his nightstand. Two in the morning. She decided that she just needed to get some water and clear her mind – hopefully Peter wouldn't be awake.

She slowly crept to the door, crossing Peter's surprisingly neat floor. Well, he _had _tidied up a bit before he let them come in, but she didn't think he'd tidy up _that _much. His desk was bare, as was his window seat. All that laid around was his homework – and Gwen had the feeling that Peter didn't dedicate _all _his time to his homework; with that brilliant mind, he'd be done in less than an hour.

She shut the door as quietly as she could and tiptoed down the stairs, cursing to herself as the soft sound of the TV echoed. So Peter was awake, and Gwen couldn't go back upstairs; the lower half of the stairs were in perfect view from the living room. She sighed – a little bit nervously – and pulled her cardigan a little more tightly to herself as she walked to where she could see his face.

Peter was fast asleep, dozing with his head lolled to the side, his mouth hanging open. Gwen smiled. Sleep softened his features, making him look like a young boy. His duvet was tossed carelessly aside, she noticed as she made her way to where he was. She glanced at the TV and cracked a smile. Of all things, he was watching SpongeBob SquarePants. Well, it was a classic for their age group.

Gwen looked around for the remote, finding it on the floor and switching the TV off. She watched him as he snored softly; his lop of hair falling in front of his eyes. Sometimes she wondered if he even bothered brushing it in the morning. He was wearing a short-sleeved t-shirt for once, revealing his surprisingly strong-looking muscles. She never knew that he worked out.

Slowly, Gwen took the duvet and placed it over him softly, and he shifted a little to get more comfortable, letting out a little sigh of contentment. She hesitated before brushing his hair off his forehead – and he immediately jerked awake, focusing on her with surprise.

"Sorry," she apologized, smiling half-heartedly. "I couldn't sleep, so I thought I'd get a glass of water, but then I came down and you looked uncomfortable, so –" She shrugged, smiling apologetically.

"Oh," Peter replied groggily, adjusting his eyes to the light. He reached up and flicked the switch down a bit, lowering the intensity of the lights. "Uh, it's okay. What time is it?"

"Around two in the morning," she replied sheepishly, brushing her bangs off her forehead.

"And you've been awake the whole time?" Peter asked, eyebrows raised sleepily. She nodded and noticed that his sleepy voice sounded extremely sexy.

"Yeah, I guess. Sorry for waking you – you just looked so –"

"Don't worry about it," he told her, giving her a little smile. She nodded and inched towards the stairs.

"Sure. I'll just –" she broke off, pointing towards the stairs. Peter watched her for a while, before spreading his arms along the couch, a wordless invitation. Gwen almost raised her eyebrows in surprise, but she knew that if she did, he'd just come to his senses and stutter an awkward apology about how he was sleepy and didn't know what he was saying. She crossed the room and was leaning against him before a minute, settling comfortably as he made room for her. He wrapped his arm around her waist as she leaned against his shoulder, sighing softly.

"Peter?" she asked after a while, just before he flicked off the lights. He hummed sleepily against her, and she couldn't help but appreciate how unguarded he was when sleepy. "Thanks," she said softly, and after a moment's hesitation, leaned upwards and kissed his cheek.

She settled back against him as he stayed still, probably over shock. Gwen was worried that she'd gone too far, when his grip around her tightened and he squeezed her hand comfortingly.

"Anytime, Gwen," he murmured softly, and when Mary Jane and Aunt May had woken up and found them curled against each other the next morning, they knew that Peter had - _finally - _let someone in.

* * *

**Ermahgerd, the ending was so cheesy, but what the hell. Review and I'll post up the next chapter sooner!**


	6. Secrets

**A/N: Okay, here's where the real action starts... continuing on with the storyline because I know that I won't be able to update much over the next few days; my study schedule is taking up all my time. **

* * *

The cops showed up, pointing their guns at him. "Don't move, or we'll shoot!"

"I've already done half of your job for you," Peter said incredulously, gesturing to the webbed-up car thief, "and you want to shoot me?"

After the incident at MJ's house, he had gone around, stopping small crimes and robberies. With the discovery of his new spider powers, he had developed a red and blue spandex suit, web shooters and had practiced webbing and his rusty fighting skills from the karate class he dropped three years ago. Peter discovered the spider bite had effectively made him into a cross-species experiment gone right. His senses were enhanced, and he had grown incredibly stronger, could jump higher, and could climb up walls. Not to mention he had gained a six-pack overnight without having to work out at all. Life was sweet.

They were calling him Spider-Man in the newspapers, a villain who only wanted to cause trouble. Peter had objected heavily against that; he was only trying to help! But he guessed he couldn't blame them; he had shown up from nowhere, in a red-and-blue spandex skintight suit, claiming to want to help rescue civilians but nobody knew his intentions. _That's okay, _he'd shrugged. He'd soon change their minds when he's stopped every petty crime in the city.

He didn't think of using his powers for good at first, remembering the dangerous situations he could get in - and if he became too extreme - his loved ones. Peter hadn't thought much of the powers other than beating up a few thugs here and there, just for the fun of testing his abilities on people who actually deserved it. He got to practice; the person being mugged was saved. It was a win-win situation.

The incident at MJ's house had worried the police deeply, since they had absolutely no idea who had stopped the robbers. Both Mary Jane and Gwen had provided a vague explanation of their 'hero' since they couldn't have seen well in the dark. The robbers were arrested, but the police were still investigating the webs and - apparently Peter had left footsteps on the ceiling. Whoops.

The newspapers were calling it a 'paranormal encounter' - until Peter had actually developed a suit and web-shooters and roamed the city, beating up homeless thugs and saving helpless civilians. After that they had linked the 'paranormal' incident with his late-night activities, they identified the former as the result of one Spider-Man. Peter kind of liked that name, but he hadn't adopted it. Not yet.

Anyway, the day after Gwen had fallen asleep on Peter's shoulder (he felt strangely accomplished by that, like he proved a point to someone - he wasn't sure who), Captain America himself had shown up to pick Gwen up, dressed in ordinary street clothes and aviators as he drove by in a Volvo. Gwen had sighed and simply got into the car with him as Peter and MJ stared in awe, having heard of the legendary fight between the Avengers and the god Loki. Of course, Peter had already met Tony Stark, but meeting another Avenger was pretty cool too. Plus, Captain America had always been somewhat of a role model to Peter.

Since she was incredibly close to Tony Stark, Peter guessed it would make sense for Gwen to be close to another Avenger as well. But something felt... off about her - but there was no danger involved, since his Spidey sense (he had finally given it a name) hadn't gone off at all around her. Besides, how could someone as beautiful - _did he really just call her beautiful - _as Gwen be a bad person? He had been thinking about it when Gwen had run back up his front porch, given him a quick hug of thanks (she smelt like vanilla and strawberries) and told him that Tony Stark himself would be making a visit to take some samples of the webbing he had used.

Of course, Peter had panicked, and first chance he got, he stole into the house and cleared all the evidence of his webbing - because if he let them test sample it, they would have picked up his DNA, plus the fact that he used a specific type of nylon that traced back to the local department store, and if they asked the store owner some questions, they would have found out that one Peter Parker had requested a large delivery a few days ago. Of course, Tony Stark had been livid when he walked into the house and there were no web fluids to be examined, but Peter figured the man would survive.

Peter had visited Doctor Connors concerning his transformation, and had given Connors a formula - a decay rate algorithm - that he had found in his father's briefcase that was dusted away in the attic after the doctor had revealed his experiments regarding regenerating limbs. Connors was impressed and had asked him to come over to the lab in a few days to help with the serum he was trying to develop - "It could affect millions of lives, Peter, and you could help!" - but only if he had the time to, of course. Concerning Peter's situation, Connors had explained to him that there were no explanations he could come up with concerning the radioactive spiders, since they had been destroyed soon after Peter's bite since the interns working on them had declared them useless. He could however, explain that Peter's spider-like abilities might not go away in short time - or ever, in fact.

But it was sweet, having these powers. His confidence had grown immensely after an incident in school where he had humiliated Flash and broken the basketball net, even if he got in trouble for it. He knew that if his Uncle Ben were around, he would have received a lecture on responsibility and whatnot - but Flash had been pestering him for the last couple of years. Peter reckoned he deserved it.

Gwen had been pestering him over the past few days about his situation, trying to find out what had happened to him. She had caught onto his behaviour the day they had gone out, and had started asking lots of questions about what had happened at MJ's house - and Peter's involvement with it all. As a result, he tried to avoid her, hoping that she would lay off, but he felt bad as he knew he was hurting her in the process. He felt bad; she just wanted to help him, but Peter had the situation under control. He didn't need help.

Coming back to the present, Peter groaned as he observed his surroundings. There were at least five police cars and a dozen cops in the abandoned alley, all aiming guns at him instead of arresting the webbed-up car thief. He took a breath and made a run for it, ignoring their shouts of "Hey!" and "Freeze or we shoot!", quickly swinging away all while they chased him down the streets. He jumped from car to car, laughing as the police chased him from behind, feeling like he was playing a game of tag, and all the cops were 'it'. It was exhilarating, to outrun New York's finest men. Cars honked, and he yelled back at them, telling them to "get out of the way - I'm swinging here!"

Once he was out of sight, Peter quickly ducked into a broom cupboard where he had hidden his backpack and changed out of his suit, knowing that the Avengers would be notified of his whereabouts soon. He couldn't risk letting them see him, as Tony already knew him well and could probably tell who he was by his voice. Plus, the Black Widow really scared him.

Peter headed to the side of the roof and jumped down to an empty alley, brushed himself off, and easily blended into the crowd, hiding a grin as two cops walked around asking people if they had seen the Spider-Man.

* * *

Gwen threw a strong punch to the punching bag.

She let out all her frustration and anger, punching once, twice, finishing off with a kick until the punching bag flew across the room. She wasn't sure, but perhaps when she was conceived, some of the serum in Captain America's blood had transferred to her, and that's why she was quite strong. Not as strong as her father, but strong enough.

"Good," Natasha praised, getting up from her seat. "You're getting stronger. Keep it up and you'll probably be able to beat up those stupid thugs down the streets."

Gwen laughed hollowly. "You trained me just for me to be able to beat up thugs? Please." She crossed the gym and drank deeply from her water bottle, pushing her hair back with her hairband. "Besides," she mumbled, wiping the sweat off her brow. "Someone's already struck fear into thugs' hearts."

Natasha laughed. "Yeah - Spider-Man, isn't it? Stark's going mad trying to figure that one out. He was pissed that you were there that first day and he wasn't; you know Tony - always wanting to be a part of whatever's new."

"It's not like I saw anything," Gwen pointed out, and Natasha shrugged, her red curls bouncing off her shoulders. Gwen had seen pictures of her mother back in the day when the Avengers saved the world, and to be honest, she preferred her mother's now longer hair compared to her battle hair, as her father called it. Gwen knew that the children of redheads were bound to inherit the characteristic; she had studied it closely, but somehow, her father's genes had overwritten her mother's and Gwen came out a bubbly, blue-eyed blonde. She had gone through a phase where she was immensely jealous of her mother's flawless, curly red hair, but she figured that would make her look too similar to Natasha Romanoff - so, for her anonymity, she guessed the odds were in her favour. Blue eyes and blonde hair _were _incredibly common, after all.

"Yeah, well, you know him," Natasha rolled her eyes. "Always wanting to be where everybody's interest is. Speaking of interests," she pressed, and Gwen groaned, knowing where she was going to go. "How's that boy you went out with?"

Gwen shook her head, grabbing her gym bag and taking the stairs up to their floor for last-minute exercise. Natasha followed beside her, nudging her to get an answer. "Nothing," Gwen replied, tugging on the strap of her bag. "I don't think we're meeting again. He's just a bit - busy, I guess."

"Gwen, when I was your age -"

"Yeah, yeah, you had _all _the boys pining after you, I get it, Mom," Gwen laughed, shaking her head. Natasha had been quite the man-magnet back in her day, but never bothered with most of them; she focused on her training. "No need to tell me about it."

Natasha smiled cheekily and held the door open as they reached the top floor where they all lived. Steve was lounging on a sofa, watching the news with interest. Both mother and daughter crossed the room towards the father, jumping on him as they laughed at his look of obvious fake-shock.

Steve grinned, placing his arms over his two leading ladies' shoulders. "Well, hi there, Black Widow and Captain America Junior. How's it going?"

"Oh, we were just talking about Gwen's boyfriend," Natasha said conversationally, and Steve coughed loudly.

"_What?" _he spluttered as Gwen sighed loudly.

"He's not my boyfriend!" she insisted, folding her arms.

"Of course he's not, honey!" her mother replied humouringly, and she groaned as Steve began to shift uncomfortably between them.

"Fine, then I _do _have a boyfriend!" Gwen exclaimed, rolling her eyes. The confirmation sent her father nuts.

"But she _can't _have a boyfriend, she's just seventeen!" Steve protested. "Back in my day -"

"You can't use that, Cap; you're an old man," Natasha laughed, and Gwen would have smiled at her mother's looseness had she not been so annoyed.

Gwen snorted and got up, grabbing her gym bag as she went. "I'm going to take a shower," she told her parents, and they both nodded, Natasha still laughing while Steve sat shell-shocked.

When she locked the door, Gwen stared at the phone on her desk. At the start of the day, she had sworn to herself that she would confront Peter Parker about her suspicions. She would call him up and tell him of all the reasons why she thought he was Spider-Man - and then what? What would she do? She wasn't going to expose him; Gwen knew too many undercover superheroes for that. But she _did _want to get him to trust her, and she generally wanted to know how he got those powers. With a sigh, she typed out her message and pressed send.

_I know who you really are._

* * *

Peter stared at the text.

_I know who you really are._

Those six words scared him immensely. The fact that Gwen knew who his secret identity was – and he was sure that she knew based on her condescending looks in school – really, _really _scared him. Like, really.

She had told him to meet her on the top of the Stark Tower, tomorrow night at eight. He was just going to swing there, but he had no idea how Gwen was supposed to get up there. Leave it to her to think of a tricky place to meet.

School passed by quickly the next day, and before he knew it, he was swinging in his suit to the top of Stark Tower. There was no point in changing out of it; she knew who he was already. The top of the tower had steps downwards that led to a room surrounded by glass panes. Peter watched as Gwen looked through a microscope, observing something carefully.

He stood there awkwardly for a while, waiting for her to notice him. He didn't want to simply walk into the tower, afraid that any of the Avengers would show up. He still didn't know why Gwen was so close to them; as far as he knew, Captain Stacy hated Iron Man.

Gwen looked through the microscope, observing the thin fibers of the web. Well, it wasn't exactly web, but there was a small amount of real spider-web in there mixed with glue, nylon and something else she couldn't figure out. She knew that Peter was due to arrive soon, and was quite nervous of their unavoidable encounter, even though her parents and Tony were out and weren't due back for a while. She sighed and looked up – meeting the eyes of Peter Parker on the opposite end of the glass.

Her breath caught as she took in his appearance. He was wearing his spider suit – which was really, _really _tight, she noticed – with the mask dangling from his hand. His hair was ruffled up and he had a vulnerable, nervous-but-brave expression on – which was incredibly adorable yet increasingly sexy.

Gwen shook her head, forcing herself not to think those thoughts as she walked towards the glass doors. They slid open and she walked to where he stood, watching her carefully.

For a while they both just stare at each other: Gwen gazing at a fairly distracting scar by his lower lip, and Peter noticing her hair tied up in a messy bun, an unusual thing for Gwen Stacy.

"How?" he asked after a while, and Gwen immediately knew what he was talking about.

"You're not that good at keeping secrets, Peter," she told him, instinctively reaching up and brushing his hair out of his face. She jerked her hand back as the back of her neck flushed a deep red, and Peter would have laughed if he hadn't turned red himself. "I was suspicious last Saturday, and your behavior in school really fixed it for me. Smashing the basketball net doesn't really help with staying undercover, just saying. Plus - 'I have really sensitive hearing'? Please, Peter. I once called you out for a photo shoot and you took five minutes before actually responding."

Peter laughed because he didn't know what else to do. To be honest, he didn't think Gwen would remember that day when he had - embarrassingly - failed to hear her calling out to him about the Science decathlon yearbook pictures. Here he was, with a beautiful, smart, amazing girl who managed to take his breath away with a single smile, and she figured out his secret. It made him feel more attracted to her, if anything else.

"Nobody noticed," he defended himself, which was true. Nobody noticed except for her.

She snorted. "That's because they're all idiots, Peter."

"So you know my secret," he pushed on, "why confront me about it? Wouldn't it be easier to just, I don't know, report to the Daily Bugle or Tony Stark? Actually, why are you so close to Tony Stark anyway? Your dad hates him."

Gwen inhaled sharply. When she found out about him, nothing else went through her mind except to _make him tell her the truth. _Since he showed up in his suit already, there was no need for that. "No he doesn't," she mumbled, turning away because she didn't know what to say to that.

Peter nods slowly. "Yes, actually, he does. I've met Captain Stacy a few times since this," he gestures to his spandex-clad body, and it's all she can do to tear her gaze away, "happened, and he's always grumbling about Iron Man and the Avengers, and how they should just leave the rest of humanity alone." He frowned, noticing Gwen's thunderous expression.

"The Avengers are here to help!" she exclaimed. "It's not like they're hurting anybody, or anything! They obtained these powers to help helpless people. Or does he not remember when Loki tried to take over the world?" She huffed in annoyance, crossing her arms.

"Why don't you tell him that?" Peter retorted.

"I can't! It would be weird."

Peter looked at her incredulously. "What? Why?"

"He's not my –" Gwen stopped, biting her lip from revealing her secret.

"He's not what, Gwen?" Peter asked slowly, observing her reaction carefully.

"It's none of your business," she sighed, and looked at her watch. "You should go," she told him, even though the Avengers weren't due in two hours.

"I'm not leaving now," he said firmly, crossing his arms. "You know my secret, and honestly, what else could compare to that? Gwen Stacy, why can't you –"

"Rogers," Gwen said quietly.

"What?"

"Gwen Rogers," she said clearly, looking up to meet Peter's confused expression. "Captain Stacy isn't really my dad. It's just a cover to hide the truth."

"Rogers?" Peter repeated dumbly. He wasn't stupid; he knew whom she meant by Rogers. Gwen Rogers, as in –

"Steve Rogers," she nodded, smiling grimly. "Steve Rogers is my actual father. Which makes Natasha Romanoff my actual mother."

He gaped in shock at her confession. He had heard about Captain America and the Black Widow's daughter who had died shortly after her birth. They had described it as a tragedy, and it had been all over the news about the Black Widow junior's passing. He realized now that the reason they didn't look that sad was because their daughter was still alive; they just wanted to hide her existence.

"Why didn't I know this before?" he asked curiously.

Gwen looked up at him, her blue eyes wide. "Peter, you have to understand. My father realized after I was born that enemies could easily target me to get to the Avengers, based on how close my parents and Tony are. People can't know about this," she pleaded him. "Don't tell anyone, promise me."

"Hey, calm down." Peter put his hands on her shoulders, looking into her unusually unsure eyes. "I'm not telling anyone," he said softly, and she visibly relaxed. "But," he continued, and smirked as she tensed again, "you can't tell your parents about me. It'd complicate everything. Promise me that for now, you won't tell them."

"Of course, Peter," she said gently, gazing up at him with eyes full of promise. "I won't tell them," she said firmly. "You can trust me."

He felt this immense amount of gratitude for this girl - this girl who had laughed with him, outsmarted him, fallen asleep beside him and exposed him for who he really was, all in around a week. She really was magnificent, and Peter knew that he would always be able to lean back on her, because of her family and her situation, she was the only one who understood staying undercover. Realising that, he felt like a weight was lifted off his shoulders and he sent her a grateful smile.

"Thank you, Gwen," Peter told her earnestly, hesitantly pulling her in for a hug. She let out a small yelp of surprise, but eased into the hug comfortably as if they had been hugging each other their entire lives. "I really appreciate it."

* * *

**I keep ending stuff on cheesy notes, ew. So, Peter and Gwen know each other's secret now. When will they actually kiss? Leave me more reviews and I'll make it sooner rather than later. Au revoir!**


	7. Fire

**A/N: So hi! This is the seventh chapter, dun dun dunnn. Thanks for all the follows and favourites! **

* * *

They spent the rest of the night talking. Gwen had asked JARVIS to send a tray of food out to the penthouse, and sure enough, in the next two minutes they were greeted with cookies, drinks and crème brûlée on the rooftop. Peter marveled at the dessert, having never tried it before.

"You're joking!" Gwen gasped, feeling a little ashamed. She'd been treated to luxury her whole life because of her parents. Peter, like a normal teenage kid, had grown up in a small house without crème brûlées being made every other day.

Peter sheepishly shook his head. "Nope." He took the dessert in a hand and observed it with careful eyes. Gwen restrained a giggle as she watched him seriously contemplated a crème brûlée while still in his spandex suit.

"Try it," she said encouragingly. "It's delicious."

He gave her an 'I'm trusting you' look before taking a bite out of the dessert. He chewed for a while, before his face lit up and he stared at her with wide eyes. "Delicious!" he managed before tossing the whole thing into his mouth.

Gwen laughed as he gulped it down. "Told you!" she smiled. She watched him as he took another one off the tray, the Manhattan skyline buzzing behind him. "How did you become this, anyway?" she asked curiously, referring to his Spider suit. "You can't have just built on those powers by yourself. What's your secret – lab experiment gone wrong? Volunteered as a test for an extra powerful serum? Trust me, I've heard it all."

Peter smiled wryly and shook his head. "Remember when I got 'lost' in Oscorp?" he tested, and she nodded. "I found this room with this weird blue light and spiders everywhere. I touched something, and BOOM." He mimicked an explosion with his hands. "A gazillion spiders fall on me. When I got out, one must have latched onto me somehow, because it bit me, and voila."

Gwen leaned back on her chair. "Wow. Being bitten by a spider. Doesn't sound that pleasant," she said honestly, and he laughed.

"Not really," he replied, eyes twinkling.

"So I'm assuming that was you that night at MJ's?" she asked curiously, and he sheepishly nodded.

"I think I've been assigned to protect you no matter what," he said teasingly.

There was a silence as the two stared at each other with small smiles on their faces. Then, as quickly as it started, the spell broke, and they both turned away.

"So," Peter said, clearing his throat. "This is incredible, really. You're the daughter of two of the freaking _Avengers, _Tony Stark seems to be your best friend and the Hulk comes to visit often. Does he ever – you know – transform?" he asked curiously.

"He doesn't visit _that _often," Gwen corrected, "and no, he doesn't. The last time he did that was when Loki tried to take over the planet."

"Ah," Peter nodded. It was well known what had happened over seventeen years ago, when the god Loki had tried to take over, and the Avengers had stopped him. "That's a long time."

"Yeah, he was completely careful since I was born." She smiled, thinking about the lengths each of the Avengers had gone to to make sure she was safe. "It's nice to have him as a part of our family."

"I bet it is," Peter agreed with an air of respect.

There was another silence as the two munched on snacks and drank their cokes. JARVIS wasn't programmed to serve alcohol to Miss Rogers, no matter who she was with. Cap's orders. Speaking of JARVIS, Gwen had overwritten the security protocols, and the security camera was off. Thank God she was smart, or SHIELD would definitely be able to find out who Spider-Man really was.

"So," Peter began, a grin forming on his face. "If you're the daughter of the Black Widow, does that mean she taught you to like, juggle knives since you were two?"

The question was so unexpected that Gwen burst out laughing. "No," she laughed, "but she has trained me to take down anyone I see. I bet I could take you," she challenged, but Peter looked amused.

"Really?" he asked to humour her, thinking that there was no possible way she could take him down.

"Yeah!" she protested, and stood up from her stool. "Get up," she ordered, and assumed a fighting stance. "I can take you," she said confidently.

"Gwen," Peter said incredulously, not getting up. "I'm not going to fight you."

Gwen sighed exasperatedly. "What is it with boys not fighting girls? I can take you!"

After a while of pleading from Gwen, Peter reluctantly got up and stood opposite her. "I'll go easy on you," he promised her, and she simply rolled her eyes.

He decided where to strike, and made a grab for her. She easily swerved and knocked his hand out of the way.

"Wow," he said, impressed. Gwen merely grinned and motioned him to take another strike.

He struck again, and she landed a kick on his chest, sending him flying backwards. "Oh crap," she gasped, worried. "Peter, are you okay?"

He lifted his head up, grinning. "Smart _and _tough. I like it."

She rolled her eyes, a slight blush creeping on her cheeks. "Get up, Parker."

She walked in the opposite direction when he launched at her from behind, intending to catch her before she fell. He didn't expect her to whirl around, and after some complicated body twisting, he was on his back.

"Get up, Parker," she repeated, laughing as she held out a hand for him to grab.

He reached up, taking her hand and pulling her towards him as he got up. Gwen's breath caught. They were so close together, that if either of them moved an inch, their lips would meet. She could just make out the thickness of his eyebrows, and the slight curve of his nose.

Peter stared into her deep blue eyes. She was so beautiful, with her blonde hair, high cheekbones and just... just the way she _was. _She took Peter's breath away since eighth grade, he remembered. He never would have thought that he, Peter Parker, would ever be in this position he was in now; so close to the amazing Gwen Stacy - _Rogers, _he corrected himself. He never even thought he'd have the courage to actually _talk _to Gwen, much less be in a position to kiss her. It was like his thirteen-year-old fantasies were coming true.

His eyes searched hers, wanting to know if she wanted this as much as he did. His stomach did backflips when he saw the hint of desire burning in her blue eyes, but she was waiting for him to make the move. Peter inwardly groaned. This girl had so much power over him, and she didn't even know it.

He leaned in, closing the gap between them. Their lips met softly, tasting each other, and Peter marveled at how soft her lips were. She tugged his suit, pulling him closer as they gradually increased to a passionate war of battling lips. Her fingers slipped through his hair, tugging a little, and he let out a groan, pulling her closer by the hips.

Gwen was in paradise. Peter was letting out small groans in between kisses and it was making her go crazy. His hands travelled down to her stomach, avoiding her breasts (he was somewhat a gentleman, after all), and he traced shapes on her hips with his fingers, making her moan into his mouth.

They finally broke apart, gasping for air. Peter felt as light and giddy as a schoolboy who got his first merit. Except the feeling was magnified by ten times, twenty, even. He stared at the girl who captured his thoughts and grinned at her. She smiled back at him.

"That was…" Gwen started, staring at him with wide eyes, "amazing."

He took in her swollen lips, flushed cheeks and loose strands of hair. She definitely looked thoroughly kissed, and he felt kind of smug for that. "Yeah," he agreed. "It was really something."

"I…" she giggled, covering her mouth as soon as she did. Gwen Rogers definitely did _not _giggle, no matter what. Peter chuckled, and soon, they were both doubling over in delirious laughter.

_"Miss Rogers,"_ JARVIS suddenly called, breaking their laughter. _"Mister Stark and company will be arriving shortly. Shall I inform them of your guest?"_

"No," Gwen answered quickly at Peter's alarmed expression. "Delete all footage and information from these two hours. I'll reprogramme it myself."

_"Very well, Miss Rogers," _JARVIS replied. Gwen turned to Peter.

"You better go," she told him reluctantly, sad to see him leave. She wanted to spend more time with him.

"Hey," he said, tilting her chin up to meet his eyes. She observed them carefully, noticing how similar the colour was to dark chocolate. "I'll see you soon, okay?" he said gently, caressing her cheek. She nodded, leaning into his palm.

He pulled away and made to leave, but Gwen quickly pulled him down for a short kiss. "Be safe," she told him, and Peter nodded, grinning as he slipped on his mask.

And just like that, he was swinging away from her, with a speed and agility she didn't know he possessed.


	8. Saviour

**A/N: Sorry about the long wait, but I do recall that I did say I'd take a while to update with school and everything. Thanks for the reviews, especially the criticism: it lets me know what not to write. **

* * *

SHEILD was one of the most top-secret companies in the world. They had tabs on everyone and everything, and were always there for the next disaster.

So you can imagine why the team was so frustrated when they couldn't find much information on the new masked hero, Spider-Man.

Agent Maria Hill stood behind one of the other agents' chairs, watching as he searched their database for Spider-Man. There were news reports and photos scattered on screens around them, and the computer was scanning them for similar body types and voice pitches, but coming up with a hundred other people in Manhattan who could be Spider-Man.

"He needs to take his mask off, or return to a home somewhere," Maria announced to the group of agents who had volunteered to research on Spider-Man. Director Fury had given orders himself to find Spider-Man and see what he wanted. If he were good enough, Fury would consider talking to him about the Avengers Initiative.

"Based on his voice, we could deduce that he's a student of some sort," came the reply of the agent she was standing behind. He typed in a few orders, looking through the information. "His speed and agility is fairly advanced for a human. He reacts almost immediately to attacks."

"That's something to think about," Maria muttered, and raised her voice. "Also; looking for blood samples! If Spider-Man has been injured anywhere, get me that sample and analyse it immediately!"

"Spider-Man hasn't taken on anything extreme yet, ma'am," another researcher called out. "There is a slim to zero chance that he has spilled blood on the streets. He's just stopping minor crimes and robberies."

Maria allowed herself to let out a tiny groan of frustration. "Then… zoom in on his location right now! Scan the streets, alleys, anything! I want him found!" she instructed, pacing around the room.

"Ma'am, I think we have a bigger problem," someone called out worriedly, and then someone was shouting into the earpiece.

_"We have a red alert! Inform the Avengers! There has been a commotion on Williamsburg Bridge; a creature thought to be a giant lizard had been spotted…"_

* * *

Gwen stared blankly at the TV screen.

_"It seems to be some sort of mutated lizard," _the reporter was saying, and the camera got a clear shot of the lizard. _"It's – watch out!" _The screen went wobbly and then blank as the camera was probably destroyed.

Everybody was suited up, ready to leave. Steve had his shield, Natasha her body, Clint with his arrows and Tony, the Iron Man. Gwen stared impassively at them, knowing that Peter would be out there.

"JARVIS, tell Fury that he might need to call Banner in," Tony called out, his mask off. "We don't know how strong this thing is."

"_Right away, sir_," JARVIS responded, and Steve exchanged a hard look with Tony.

"Tasha, is Clint around?" Tony asked, and Natasha nodded.

"Yeah, I've already informed him about it. If we need him, he'll be there."

Gwen stood up and walked to where Tony stood. "Let me come with you," she pleaded, widening her eyes. "You know I can fight, you've trained me before. You _know _I can help you," she insisted. She knew that the lizard would probably be one of the things she wouldn't be able to take down, but she had to be close to Peter. Damn if her parents knew about him, damn if he didn't want her there – she needed to know that he was okay.

"Gwen," Tony sighed, gearing up. "We don't have time for this," he said sternly, "you're not coming."

"You don't understand!" she shouted desperately. "I _need _to be there!"

"Gwen, there is nothing you can do about this," said Steve, a serious expression on his face. "No means no."

"Mum's going!" she protested, gesturing towards her mother. "She doesn't even use anything other than a gun! I'm just as good as her."

"Your mother has taken down aliens and humans alike," Steve pointed out before Natasha could fire up, "something you haven't done before, have you? Gwen, you haven't even properly fought anybody, much less killed before. If I can help it, I don't want you to ever experience that." Steve sighed as Gwen bit her lip, turning away. "I'm sorry, Gwen, but you're not going, and that's final."

She finally sighed and nodded, not meeting any of their gazes. They left soon after, leaving her alone in the tower.

As soon as they was out of sight, Gwen rushed to her room and changed into the suit her mother had acquired for her, similar to the one of the Black Widow. She fished for her mother's extra gun in her room and took the elevator to the second floor, grabbing as little stealthy but effective weapons as she could.

"I'm forgetting something," she muttered to herself, looking around the second floor. There was something missing in the equation, and that was –

"The counter-serum," she breathed, taking the elevator to the third floor. Gwen didn't know much about the lizard, but with all the cross-species information stuck in her head from Peter, she knew that it could be a high possibility. She didn't know why the lizard had actually transformed into a lizard, unlike Peter, who was still human, but she needed to give him the counter-serum as quickly as possible.

Looking around, Gwen headed to the corner where she had seen Tony last handle the serum. Thankfully, it had already been mixed and was ready to be taken out. Gwen took all of the remaining serum, thinking that Peter would need all the help he could get.

"Brilliant," she murmured and walked out of Stark Tower, strapping the bottle of the serum to her utility belt. She walked into the Stark garage, locating a fast car, and chose a sleek, black looking one. According to its slimness, it would be able to cut through the air faster than normal cars. And if she was not mistaken, Tony had installed a new version in this one, adding jets to it for it to levitate. She turned on the ignition and took in a breath.

"Here goes nothing," she breathed, excited by the adrenaline pumping through her veins. Gwen pressed on the pedal and speeded away, off to help her family – which included Peter – take down something, for once in her life.

* * *

The lizard stormed through the cars, wrecking them. People ran, screaming. It was chaos on Williamsburg Bridge.

A woman screamed, ducking as a car propelled over her head. It went right over the bridge, falling to the water – when a thin string of web shot out, attaching to the end of the car.

The woman gasped, turning to the side to see the unknown Spider-creature fastening the web to the edge of the bridge. "Oh!" she gasped, and he turned to look at her. She pointed towards the lizard, which was across the wreckage. The guy nodded.

"Thanks," he said, "but first, let's get you to safety."

He grabbed her by the waist and swung her across the wreckage to the end of the bridge. "Thank you!" she shouted, unable to think of anything else to say, and scrambled from the scene.

Peter looked around, seeing the lizard on top of a sleek, black car. It roared in fury and smashed everything in its sight. It looked a bit like the Hulk, to be honest.

He swung towards it, dodging the car it carelessly flung around. Peter landed a kick on the lizard, knocking it down, and it roared in fury. It spat a green, acid-like substance at Peter in turn, burning his shoulder and making him yell out in pain. He fell against the road, scraping his knee in the process.

"Somebody help me, my kid is trapped!" a man shouted, and Peter turned, seeing him pointing over the bridge. The lizard had already gone far, so Peter launched himself over the bridge, seeing a car set on fire hanging off it, caught by his web. There was a kid in there, yelling for help in fear. He landed on the trunk of the car, and tore off the back window, revealing frantic yelling from the kid.

"Help, help!" he yelled, strapped to his seat by his seat belt.

"Hey, hey, hey, look," Peter hushed him, tearing off his mask. The kid grew silent, observing his face. "I'm just a normal guy," Peter told him, and the kid nodded slowly. "Look at my mask," he said, and dropped his mask for the kid to catch. The kid observed it closely, while Peter looked around the car.

"Jack," he called, noticing a bag with the kid's name on it. The kid immediately turned around.

"Yes," Jack said quietly.

"Let's get you out of here," said Peter with a little grin in his voice, to try and get Jack to stop panicking. "Okay? Stay very still," he ordered, and climbed carefully into the car, reaching Jack, who was still stuck to his seat. "Okay. One, two, three." Peter released the seat belt and Jack fell to the back of the front seat, looking a little less frightened.

Suddenly, heat surrounded the two and the outside of the car was set on fire. Peter silently cursed, immediately starting to sweat from the heat and trying to stay calm for the sake of Jack. The webbing holding the car to the bridge must have melted, because suddenly the car was gaining speed, falling to the water. "No!" Peter yelled and attached a string of web to the bridge, gripping onto the trunk of the car tightly with his other hand. He yelled out from the strain on his muscle to hold on to the trunk.

"Jack! Climb, now," Peter ordered desperately.

"I can't!" Jack protested, still leaning on the back of the front seat, and Peter groaned in frustration.

"Put it on, the mask!" he yelled over the fire, trying to encourage the kid. "It's going to make you strong!" he lied, and watched as Jack slid the mask on. "That's it, buddy, that's it!" he encouraged, "okay, now climb!" Jack carefully began to climb out of the car. "Come on, Jack, you're doing great, buddy, you're doing great!" Peter continued, knowing that if he didn't keep encouraging the kid he'd probably start yelling from the strain in his arm.

Peter bit his lip as he strained to hold on to the trunk, but it the metal was steadily melting. "Do me a little favour: a little faster, okay bud?" He could feel his fingers protesting in pain, and struggled to hold on tighter. Jack was almost reaching Peter, and he was ready to grab the kid and go. "Keep coming," he encouraged, and a smile of relief took over his features. _You did it, you saved him,_ he thought to himself, ready to grab Jack's outstretched hand.

"No!" he yelled, as the trunk gave way, watching desperately as the car steadily fell towards the water. His heartbeat increased in fear as Jack yelled out, falling with the car, and in a desperate attempt, Peter launched a string of web, aiming for Jack's shirt. Thankfully, it held, and Peter managed to lift Jack out as the car fell into the water.

Jack yelped in surprise and hung onto the string of web tightly. When he was sure that Jack was safe, Peter shut his eyes tightly, trying to calm himself down. A little bit more, and Jack would have fallen away. A little bit more, and Peter wouldn't have been able to save him. He exhaled, the little voice in his head trying to soothe him. _It's okay; you did it. You saved him._

Jack's father cried out in relief as Peter, with his mask on, returned Jack to him. The man held onto his son tightly, and Peter watched as he sobbed in relief. His heart was still thumping violently from the experience, and he lowered his head silently. _It's okay, Pete. It's okay._

"Who are you?" the man asked, and Peter raised his head to see the man staring at him, as if unsure whether or not to thank him.

In that moment, Peter knew he needed a name. He knew that Manhattan needed him, and he knew that he needed to embrace the rumours about him. They called him 'Spider-Man' – so that's who he'd become.

"I'm Spider-Man," he told the man, and swung away, leaving before the Avengers showed up. Manhattan may have six – no, five – Avengers protecting it, but they didn't have a neighbourhood hero, one who stopped ordinary crimes and helped people out of danger. They didn't have someone to be responsible for all the bad things that happened in the city. Because Peter _was _responsible – all of the 'superheroes' were – because he knew what his Uncle Ben once told him was true.

_With great power, comes great responsibility._

The Avengers were coming, he knew, and he quickly scrammed, knowing that he couldn't face them. Not today. With that thought in mind, Peter attempted to swing away – when something crashed into him and he fell back against the wall of an alley with a thud.

* * *

**Ooh, what happened to Peter? Or rather - who? Find out in the next chapter!**

**I hope you liked the insight into SHIELD headquarters, I'll try to write about them as much as I can! And I know that I said Thor never came around to Earth and originally I never planned on including him in this story, but he's just so funny to write that I think I'll write him in after all. I'll change a few things around here and there in the previous chapters before being able to add Thor in. **

**Review, favourite, follow!**


	9. Nights

**A/N: I am so sorry for not updating earlier! I have had so much school work to catch up on because I had my drama exams, and half-term is coming up so there are lots of tests for our reports... I'm rambling. I hope you enjoy this chapter!**

* * *

When Tony had arrived, the first thing he noticed was the string of cars. They were all hanging off the bridge at different lengths, by a thin, but strong, piece of fiber.

"JARVIS, scan that material for me," he instructed, and in less than a minute, he was looking at pictures of nylon, glue and a very strong substance he could only describe as spider-web. Further scanning showed a tiny streak of DNA, and Tony decided he would look at it later.

"Stark!" Natasha's voice filled his headpiece, and he turned to look ahead, seeing the Lizard escaping the bridge. He had never seen anything like it; it was huge, with dull scales and a faint odor coming off it.

There was a scream, and a car fell, presumably with someone already in it. Tony was about to propel down towards it when the thin piece of web he had encountered just now shot out, and there he was; Spider-Man, hanging on to the railing and catching the kid just as he was about to fall.

"Cap, follow the Lizard!" Tony instructed, as Steve was already in the jet and could easily fly off. He didn't wait for Steve's reply and zoomed towards where Spider-Man was beginning to swing away, still unaware of the Avengers' presence. "JARVIS, find me a safe spot to talk," he instructed.

"Sir, there's an abandoned warehouse not far from here," JARVIS spoke in a smooth voice. "But might I suggest that you refrain from questioning him too much -"

"Mute," Tony said, rolling his eyes. Sometimes, his artificial intelligence was a bit _too _intelligent.

He crashed into Spider-Man, and the guy let out a surprised yelp as Tony steered them both at a high speed towards the warehouse. He shot a laser blast at the wall of the warehouse, and stumbled into the place, finally letting go of Spider-Man and landing on his feet as the masked man coughed and got onto his feet.

"What the hell, man?" Spider-Man protested. He sounded very young, Tony observed impressively, disabling his mask.

"You got some nerve, kid, to take down something as strong as that," he complimented, grinning. "I assume you've heard of me."

Spider-Man nodded. "Tony Stark, owner of Stark Industries, part of the Avengers. Yeah, yeah, I keep with the news. Is there a reason you brought me here?"

The kid had spirit, and instead of answering, Tony simply fired a blast from his palm. Spider-Man immediately dodged out of the way, assuming a defensive position.

"What the hell?" he spat out.

"Language," Tony tsked, and nodded impassively. "A normal person wouldn't have been able to dodge that. How did you get those powers?"

"It's none of your business."

"I'm trying to make it my business," the older man replied in an obvious tone.

Spider-Man sighed, scratching the top of his mask. "It's a long story I'd rather not tell. Now if you'll excuse me -"

"I'm trying to do this the easy way, kid," Tony said seriously. "Sooner or later someone's going to start asking questions and will want to know who you are and how you're like this. I could offer you protection -"

"No," Spider-Man said flatly. "Listen, I know what you can offer, but I really don't want to be involved with this, considering you've all exposed your identity. I don't want to give anyone any other reasons for harming the people I care about. So if you're done or not, I'm leaving."

He waited for a few seconds as Tony sighed and nodded, letting the kid go. He sounded young, and Tony didn't exactly want to push it all on him. He knew that SHIELD would want to investigate him and would get one of their agents to interrogate him sometime soon. "JARVIS," Tony said, deciding to focus on the problem of the moment, "get me information on the Lizard."

* * *

When Gwen arrived at the scene, it was chaos.

People were screaming and yelling, but the lizard was nowhere to be found. Gwen looked around desperately for Peter, but couldn't find him to any avail. She spotted her mother nearby, talking to a police officer. Well, if Peter wasn't there, then she should just try to help her.

She slid on a black mask to cover the upper part of her face, and ran towards them. "Black Widow!" she called out, jogging to meet them. Natasha turned around and groaned when she saw who was running towards them; she recognized her daughter's blonde hair and the suit she had made for her.

"What are you doing here?" she hissed at Gwen.

"Trying to help! Where's the lizard?" Gwen asked, looking around the damage. "Where is it?" she questioned again, her hopes falling slowly as she realized that maybe, the lizard had escaped.

"Captain America and Hawkeye are tracking it down," Natasha replied in a businesslike voice. "And Iron Man's circling the perimeter for Spider-Man. They say he was here."

Gwen nodded, feeling dejected. "I just came by to give this to you," she said instead, holding out the serum, and Natasha took it, confused. "It's a counter-reactive serum," Gwen explained, and lowered her voice. "The lizard isn't a natural lizard. How can it be, with its size and power? I'm thinking that it's either a cross-species, or a mutation. Either way, you need a serum to develop that in the first place. This one," she gestured towards the bottle of serum, "should counter-react to any serum at all. It should work on the lizard."

Natasha accepted the serum in surprise. "You made this?" she questioned, eyebrows raised.

"I got it from Mr Stark," Gwen replied.

"I won't tell them about this," Natasha said in a low voice, referring to her father and Tony, and Gwen sighed in relief, "but," she warned, "if you ever do this again, you're in huge trouble."

"Duly noted," Gwen replied. "Thanks."

Natasha turned around, intending to walk towards the police officers again to ask questions.

"Mum?"

Gwen looked unsure as her mother turned to face her. "Can I stay over at MJ's?" she asked quietly, and Natasha frowned.

"What for?" she asked.

"I just, don't feel like staying home tonight," Gwen sighed, half-true and half-lying. She didn't really want to stay home because of what had happened; she didn't want to deal with her mother and the rest of the Avengers when they came home and she knew that she wasn't able to help them.

Natasha gave her a long look, and sighed. "Okay," she agreed, "be safe. Call me if anything." Gwen gave her a small smile and nodded. Once she left (in a newly-built sports car, as well!) Natasha sighed in frustration, running her fingers through her hair. _Like mother, like daughter_, she thought to herself wryly, and turned to interrogate the police.

* * *

Gwen stood in front of the Parker residence, leaning against her car (which had transformed into an ordinary mini-cooper). She only knew where he lived because MJ told her that he was her neighbour. Honestly, she didn't even know what she was doing here; they weren't even that close before they started dating – which was around an hour ago. Still, she wanted to make sure that he was okay.

It was already past midnight, so she didn't want to ring the doorbell and wake his aunt. She pulled out her cell phone, dialing Peter's number.

"_Hey_," he answered in a tired voice, and Gwen smiled despite herself. What was wrong with her?

"Hey," she said quietly. "I'm outside. Open the door for me?"

"_Outside?_" he asked, sounding surprised. She heard the door opening on his end of the line and assumed that he was walking down the stairs. "_Why?"_

"I wanted to make sure you're okay," she said even more quietly, and Peter chuckled softly at the other end of the line. The front door of the Parker residence opened, and Gwen looked up to see Peter standing there.

"I'm fine," he said softly, and she hugged him tightly, checking to see if he had any injuries.

"Can I stay here for tonight?" she asked, tracing her finger down his cheek. Peter's heartbeat increased, thinking about what she was asking. He had never had a girl stay over in his room before, and hoped that she wouldn't suggest doing anything... _compromising, _because as much as Peter wished for it, he wasn't ready for anything un-innocent. He wordlessly nodded, feeling nervous but happy that Gwen cared enough for him to drive over to his house and want to stay the night. "Calm down, bug boy," Gwen laughed, and he blushed as he realized she had felt his increase in pulse. "I just don't want to spend the night alone."

Peter nodded wordlessly and stepped aside to let her in. He led her up to his bedroom, which was messy as ever. He waited by the door as she walked in, observing the surroundings. His suit lay carelessly on the window seat, drying off for another day's use.

Gwen sat down on his bed, kicking her shoes off and crawled under the covers. He marveled at her boldness and wordlessly joined her, sliding into the other side of his bed and hesitantly wrapping his arms around her as she leaned into him.

"Don't get hurt, Peter," he heard her say in a small voice, and suddenly found himself staring into her big, blue eyes. "Just don't."

Those two small words felt like a huge plea as he looked into her scared eyes, and realized just how much this girl meant to him. This girl, who he had kissed only hours before and only became good friends with during the past two weeks. And he realized that he was always going to keep her safe, no matter what. In that moment, Peter realized that he might just be in love with Gwen Stacy, the girl who had figured out his secret before anybody else, had kicked his ass and driven all the way to his house past midnight to make sure that he was okay, and all in one night.

But he didn't tell her. Not yet. Instead, he made her a promise.

"I won't," he told her firmly. "I promise." He felt her instantly relax in his arms, and pressed a kiss to her forehead. "Gwen Stacy, you're stuck with me," he murmured into her hair, and felt the hum of her soft laughter as they both drifted off to sleep, each dreaming dreams about the other.


	10. Danger

**A/N: Yes, I'm alive! So, so sorry! I had a Physics and Math test, and my mock exams are in exactly a month - so don't expect that many chapters coming up soon! I'll try to post one chapter up every week, and the story's not that long anyway; we're three quarters way through with TASM storyline. **

**I hope you enjoy this chapter; I tried to get a mix of different characters POV's to the Lizard's attack here. Review!**

* * *

Peter yawned, stretching in contentment. He hadn't had that good of a sleep since – well, since ever. He rolled onto his side – and met the hips of somebody else's body.

He jolted up, fully awake and turned to see Gwen Stacy asleep beside him – fully clothed. He sighed in relief as he checked his own body and found his clothes on. It wasn't that Peter didn't want to sleep with Gwen – just that he wasn't ready.

Last night came flashing back to him and he relaxed against the headboard as his memories confirmed that there was no sex involved last night – none at all. He also remembered his internal confession – that he loved Gwen. It scared him, but he knew it was true; he loved her. He just wondered if she loved him.

Gwen rolled over and yawned, opening her eyes sleepily. Her mascara was a little smudged and her hair was a mess, strewn across his pillow. She blinked sleepily up at him and smiled.

"Good morning," she sighed, smiling sleepily.

"Mornin', beautiful," he replied boldly (bold for him, anyway), and leaned down for a soft, lingering kiss. She kissed him back softly, sighing in contentment – before jolting up on the bed.

"We have school!" she gasped, and got out of Peter's bed, groaning in frustration. "I don't have any spare clothes," she groaned.

"You can always go natural," Peter suggested with a grin, and Gwen rolled her eyes. She picked up her phone and dialed MJ's number, rolling up Peter's window that faced MJ's bedroom.

"MJ!" she shouted in relief. "I need to borrow some clothes, ASAP. Open your window."

It took a while before MJ rolled up the blinds, her hair in a mess and her eyes tired, and raised her eyebrows at the scene before her: Peter lounging on his bed sheepishly and Gwen waving at her from his window. The red-haired girl nodded. _"Come on over."_

"Thanks!" Gwen said in relief, and grabbed her car keys and shoes. She stopped at the door, turning to look at Peter.

"My aunt is out every morning," he told her, and she sighed in relief, running out the door. Peter watched her leave and fell back into his sheets, closing his eyes for a while. He frowned as he heard footsteps running back up the stairs, and suddenly his bed was dipping and his pillow was being ripped off his face.

"I'll see you soon," Gwen said softly, kissing him lightly on the lips. "Thanks for letting me stay." Without another word, she left, and within five minutes he saw her coming into MJ's room through his window.

He chuckled to himself and headed to the bathroom to get ready for the day.

* * *

The penthouse was quiet for once. Bruce walked in, careful not to break anything expensive (which was quite difficult since the floor itself cost $90 per tile). He frequently visited his team, often coming back from long stays in Peru, India, Pakistan; you name it. It helped keep him in check, and he was in a safe environment. But he had heard about the lizard incident: it was all over the news. The next big thing since their last battle with the Chitauri, and it sounded like quite a threat. A giant lizard shouldn't be a problem: they were the Avengers after all. But Bruce wanted to be there with his team. Just in case.

He had been all around this time, travelling to places he could help as a doctor, and most importantly, _not_ as the other guy. Bruce wished he could say that he had met his long lost love, Betty Ross again, but he hadn't. Maybe he was condemned to be alone. Well at least he had his team; they were like family, and he made it a point to return at least once a year. Usually he was called back by SHIELD, but the last time that had happened, shit had gone down with Tony and some guy named the Mandarin, but they had defeated him anyway. And then, there was the incident with the Winter Soldier and Steve, which turned out to be Bucky, his best friend. And then something had happened with Thor that Bruce wasn't quite sure about. Anyway, he hadn't been called back by SHIELD for five years, which didn't really give him much reason to be back in New York. It had been two and a half short years, and Bruce thought he'd be past the stage where he was itching for some action. Obviously, that was not the case.

He had also come back for things like Steve and Natasha's wedding, a few of Gwen's birthdays and most recently, Tony and Pepper's engagement.

The elevator _dinged _and Bruce turned to find Steve, sweaty and short-breathed, walk out of the elevator. Steve grinned when he noticed his old teammate standing there, looking pretty much the same. The team hadn't changed much in terms of appearance in the past sixteen or so years. Steve was understandable; he had the super soldier serum. But what Bruce had only found out a few years ago was that Natasha, in order to be trained in the Black Widow Ops program (long story), had been injected with a slight dose of super soldier serum too. Tony's Ark reactor did wonders to his aging process, and Bruce's gamma exposure had expanded his life cycle by just a bit. Thor was a god (oh, and he visited frequently too), and Clint always looked tough; he didn't need to look young for that.

"Bruce," Steve greeted, and Bruce smiled slightly as Steve clapped his back. Steve had changed so much over the years, it was incredible. He was more laid back, laughed more, said his thoughts more; everything more. Tony thought it was the fact that he wasn't a virgin anymore.

"Hey, man," Bruce replied, chucking his bag mindlessly on the sofa and winced when it thudded to the ground. "How's everything with Tash?"

"We're all good," Steve smiled, heading to the bar and pouring himself a cup of coffee. He raised his glass as an offer to Bruce, and when the doctor shook his head, Steve took a huge gulp. "SHIELD's going easy on us now that the X-Men are around. I think they think that we're old," he stage-whispered, and Bruce laughed, again marveling at how much Steve had changed.

"And Gwen?" Bruce asked, "How is she?"

Bruce had met Gwen numerous times before, and was affectionate towards her. He wasn't that close to her, but he liked the young girl very much, especially because she shared his interest in the scientific department.

"Gwen's doing great," Steve said with ease. "You know, the usual. Top in every class." Steve brushed it off, but Bruce detected the pride in his voice. "She's grown so much since you last visited; taller than Tash."

"That's great," Bruce smiled. "What about everyone else?"

"Tony says Pepper's driving him up the wall with all her wedding plans. Clint's undercover in Iran and I haven't heard from Thor in a while. But I don't think you're here to catch up with us." Bruce hung his head, guilty.

"I heard about the lizard," he admitted, "I think I can take him down."

"I'm sure you can," Steve replied, "but the problem is, we don't know where he is. Tony's going mad with all the suspense. We don't know anything about it, making it a big threat. But we'll be able to handle it, no problem. Have you heard of Spider-Man?"

"Spider-Man?" Bruce frowned, shaking his head. "Nope."

"He's the newest member of the superhero industry," Tony supplied, emerging from his bedroom. He nodded in greeting to Bruce, heading to the bar to get his daily dose of alcohol. "How've you been, Brucie?"

Bruce rolled his eyes at Tony's stupid nickname. "Fine, nothing interesting," he dismissed, "who's Spider-Man?"

"Well he was around yesterday during the lizard incident," Tony said, attempting to smooth out his bed-ridden hair. He stroked his goatee. "Saved all the civillians about to fall into the ocean. We don't know who he is, but I'm sure he's a great guy." Tony sounded a little annoyed, and Bruce knew why. Not knowing things infuriated him immensely.

"Speaking of which, you need to contact Fury," Steve told Tony, who rolled his eyes. "We need to find out where the lizard is, and what it wants. SHIELD databases will be able to find out where it is pretty quickly."

"Well, my databases will find it _very _quickly," Tony replied stubbornly, instructing his AI to search up the whereabouts of the lizard. A blue monitor popped up in front of him, searching for a match.

"Do you have anything from the lizard?" Bruce asked. "That's gonna speed it up, right?"

"It got away, stupid," Tony replied, annoyed. "No results," he sighed when the screen popped up empty.

"You really are an idiot, Stark." Natasha sauntered into the room, giving Bruce a quick hug. She had changed so much since they had first met; it was incredible how warm she was now. Around the team, of course.

"And why is that, Widow?" Tony shot back as Natasha walked to Steve. He wordlessly handed her his cup, and she took a sip, leaning back against her husband a bit.

"Because my daughter was able to deduce that the lizard isn't normal, and it was either a mutation or cross-species," she replied, and threw him a syringe, which Tony caught. "She said that you made that."

"The counter-serum," Tony murmured, gears clicking into place inside his head.

"Cross-species?" Bruce asked, interested yet wary. "Or a mutation. Those two are highly likely, Tony. Isn't Oscorp leading in experimental science?"

"No, I am," Tony protested, but thought it out. "They could be behind this," he said thoughtfully. "Norman Osborn's always been a bit of a creep to me. We've got a lead!" he cheered, and began typing Oscorp Industries into the database, where thousands of results popped up.

* * *

Peter quickly walked away from Oscorp tower. He couldn't believe it. Doctor Connors was the lizard. He had injected himself with the serum that Peter had _helped _him to make – and was now power-hungry with his new discovery. Peter mentally kicked himself. _He _had helped develop the serum. _He _had encouraged Connors to do this to himself. This was _his _fault.

His mind whirled at a hundred miles per hour. _If I were the lizard, where would I hide? _Lizards were cold-blooded, and liked water environments. There weren't that many lakes around Manhattan, and the ones that were known were usually very populated. The police would have found Connors by now if he was hiding out there.

_The police! _Peter took a detour and headed towards the city's police station, hoping that the police would believe him. Captain Stacy was a nice man, who he had met on several occasions, and would believe him. "He _will _believe me," Peter said unconvincingly to himself.

After unsuccessfully warning the police about Connors, Peter decided to head back home, unsure what else to do. Then he could ask Gwen to do some research on Connors, although he didn't want to put herself at risk. He sighed and leaned against a wall. _If I were a lizard, where would I hide?_

The answer came to him immediately as a lizard appeared on the street, crawling. Peter immediately followed it, and stopped when it crawled into a drain that led to the sewers.

_Of course,_ he realized. It was the most obvious place to go. With its vast tunnels and water, Connors would be able to stay undetected easily. He headed to a back alley and changed into his suit quickly, bringing his camera with him as he slid into the sewers. The police wouldn't be able to deny solid evidence, he figured.

Once he was in the sewers, Peter realized how effective this hiding place actually was. There were so many tunnels around – and murky water gushed below him. He made a sound of disgust.

"Think like a spider," he said to himself, and before he knew it, he was sitting on a web that spread to all the tunnels. As it was so delicate, the slightest disturbance from any of the tunnels would make the web vibrate. Peter grinned in satisfaction. "One more thing," he muttered, and climbed up the wall, attaching his camera so that if the web was violently pulled, it would snap a picture. "Bingo," he grinned, fell back on the web, and waited.

He didn't know how long he waited. All he knew was that it was getting stuffy, so he took off his mask, and that it was boring, so he fished around for a mini Nintendo he didn't know he had. It was getting dark and he was getting really, _really _bored.

First, the vibration came. It was obvious and loud, as if someone pulled a guitar string too hard. Peter sat up slowly, waiting for it to come again. _Thang! _He slid on his mask warily; ready to climb to the direction the vibration came from and ignoring his increasing heartbeat. As he was about to crawl across, there was another vibration. And it wasn't coming from that one tunnel, it was coming from… all of them.

Peter turned around, panicking a little. _This wasn't part of the plan! _he thought to himself, unsure what to do. He whipped around and there it was – the shadow of the outline of the lizard. He braced himself for the encounter, swallowing back the lump in his throat – when the normal-sized lizard came into view. Then, many others crawled across his web from different directions. They all formed a line and headed towards one of the tunnels, and Peter braced himself.

_This is it, _he thought, and followed them carefully. He was almost across to the tunnel, when he heard a sound behind him. Peter whipped around and the Lizard – the actual one, with a capital 'L' – launched itself at him. The camera flashed immediately. The Lizard held him down by the neck, its one finger choking him.

"You stopped me once," he growled menacingly, and if he could, Peter would laugh, because even in lizard form, Connors had the accent. His sinister lizard-form face was kind of holding back his laughter, too. "You won't stop me again," he went on, and his claws extended to Peter's chest. "I'm getting stronger every day!" Peter gasped as the Lizard's claws scratched across his chest, cutting deeply into his skin. The Lizard slowly grinned and his claws were inches away from slitting his neck. Peter panicked; he wasn't supposed to die like this, in an old sewer! – and in a desperate attempt, Peter punched it, breaking one of the webs and making them both fall into the murky rush of water below.

Peter kicked away the Lizard; there was no way he could fight Connors now. Not with these wounds. He pressed a finger to his web shooter – and it fused. Spider-Man's web didn't work underwater, which Peter mentally kicked himself for. _Alright, the hard way, then._

Thankfully, the water had a heavy current, so Peter didn't have to do much swimming to get away from the Lizard. He easily slid through the bars of a drain, which held the Lizard back for a bit. Peter didn't know; he didn't dare look back.

He was scared, really scared. All he could do now was hope that the water would carry him out to open air, because he was running short of breath and his injuries really, _really _hurt. The Avengers didn't have to deal with sewers and this kind of shit; why couldn't Peter's first villain be more... typical?

Soon, he didn't have to swim at all. The water carried him at an alarmingly fast speed, and Peter was beginning to feel the water being taken into his lungs. And as quickly as it began, it was over. The water pushed him out to the end of the sewer and he coughed heavily, too exhausted to pull off his mask. "Oh, that _sucked," _he groaned, collapsing on the side.

* * *

In the darkness of a hotel room, the television blared softly. A man watched, his back to the chair facing the TV. He listened intently as the reporter recounted news about the newest villain in Manhattan: the Lizard.

The man listened with a growing interest. This Lizard was strong, and powerful. It would be a fearful enemy, but a strong ally. And most importantly: an excellent diversion. The Avengers would be occupied, and he'd be able to take down Captain America, and begin his journey towards world domination. He didn't have his Tessaract, but right now, his focus was to take the super soldier down.

The Red Skull raised his volcanic-coloured head, grinning menacingly. Yes, he could kill Captain America, and finally have his revenge.

* * *

**A/N: Yes, I know the Red Skull 'died', but if Steve and him had been injected with (more or less) the same serum, it would make sense that he survived too. And let's face it: the Lizard is no match for the Avengers. They needed a bigger challenge. **

**I'll be introducing Thor soon, and I hope you enjoyed that little family session with Bruce's return. Don't worry - more Peter and Gwen romance in the upcoming chapters, I promise!**


	11. Chemistry

**A/N: Aren't you happy I decided to update? Well, I realised that I probably won't have much time to update later this week, so I'll just leave a filler chapter in place. Not much shit goes down here, but there's fluff. I know you guys enjoy fluff.**

**Thank you for the kind reviews! It really encouraged me to update faster - so keep leaving those reviews because although I appreciate Story Alerts and Favourites, they're not as motivating as reviews!**

* * *

Gwen sat in her room, pouring over her biology homework. It was due midnight, and by how busy she had been yesterday, she didn't have the time to finish it. Peter didn't call or Facebook her at all today, and she was wondering where he had went. Hopefully he didn't chase down the Lizard, but Gwen had a very bad feeling that he did.

Her bedroom door slid open, and her father stepped in, clad in a loose top and baggy jeans. His fashion sense had improved greatly over the past few years.

"Hi, Daddy," she greeted, smiling.

He fixed her a stern look, crossing his arms. "Your mother told me what you did," was all he said. Gwen shut her eyes tightly and exhaled. _You did this – now deal with the consequences._

Steve went to sit on her bed, patting the space next to him. She sighed and got up from her chair, sitting next to him. "I'm sorry," she muttered, not looking at him. Steve sighed and tilted her chin up, making her look into his surprisingly, not angry expression.

"Gwen, when I was a young man, all I wanted to do was help my country," he began. Gwen listened intently; her father never really told her about his own past. She's only ever heard it from others – that he was found frozen in ice. "I did whatever it took to become a big man, who people would accept as a soldier – and I did." He gestured towards his bulky body. "I wasn't always like this. I used to be a skinny kid, until I was injected with a formula. I guess, in a way, I cheated," he laughed humorously.

Gwen stayed silent, knowing this part of his past, yet she had never been able to fully believe him. She couldn't imagine her father, Captain America, as a skinny kid from Brooklyn. It just wasn't possible.

"What I'm saying is I know how you feel, to want to help us take down the Lizard," Steve told her. "You don't want to feel helpless while everyone else does everything they can to take down the Lizard. I guess you got that from me."

"Yeah," Gwen replied wryly. "Probably."

Steve laughed. "Probably," he agreed. "I just want you to know, I don't blame you. I'd actually encourage you." Gwen raised her eyebrows, surprised. "I just don't want you to get hurt," he confessed in a soft voice. "I couldn't lose you."

"You won't lose me, Daddy," she replied softly, placing a hand on his arm. "I promise."

"I wish you could mean that," Steve sighed. "Just promise me, to never again come after us if we don't know you're going to. Promise me to tell me before coming after us again."

Gwen nodded. "Okay, Dad. I promise."

Steve relaxed slightly and smiled. "Thanks, sweetie. What are you going to be doing tonight?"

She shrugged, gesturing towards her document. "I've got biology homework. You wouldn't understand," she said cheekily, and Steve raised an eyebrow.

"Did you just say that?" he asked incredulously. "I understand biology just fine."

"Sure, Dad," she snorted, and turned back to her work.

Steve rolled his eyes and grinned evilly before beginning to tickle her mercilessly, something he hadn't done in a long time. Gwen squirmed in his arms.

"Dad!" she gasped, choking on her laughter. "Stop!"

"I don't think so," he grinned, still tickling her. Gwen giggled and looked up to her window – meeting the eyes of Peter Parker on her fire escape. He gave her a weak smile, waving a little. Her breath hitched and she tried prying her father's arms off, not wanting him to see Peter there.

"Dad!" she gasped more urgently, and Steve finally pulled away, still grinning. "I need to do my homework, Daddy," she protested, and he rolled his eyes.

"You're going to graduate at the top of the class anyway, princess," he pointed out, using her old nickname. "You never spend any time with your good old dad."

Gwen hesitated. It was true; she hardly spent time with Steve nowadays, and she knew her father just wanted some quality time with her. She looked out her window again, intending to tell Peter to come back another night, but Peter merely shifted a little, clutching his chest as he gave her an apologising look. There were three huge gashes slicing his chest, and Gwen suddenly knew why he didn't just leave. He needed help, and fast.

"Dad!" she said in a more forceful tone. "You need to go, now. This is due tonight and I can't pass up on it!"

Steve jerked back, surprised. He slowly got up, looking hurt. "Okay, princess. You do your work."

Gwen bit her lip guiltily as she watched her father leave the room, looking hurt. "Dad," she called out in the last minute, and Steve turned to look at her blankly. "I'm sorry – I just, it's the middle of the week, and –" _You need a better excuse, Gwen, _a voice in her head told her, and she fumbled for something to say. "I have cramps," she told him bluntly, and Steve immediately turned red, understanding her change in behaviour. She silently congratulated herself, feeling like a genius when he looked looked at the door longingly. "I keep getting these mood swings, and – it's brutal," she apologized, and Steve nodded awkwardly, clearing his throat.

"Yeah, don't worry, Gwen, I'll go," he said, looking desperate to get out. Gwen almost laughed at her father's flustered behaviour, knowing that he tended to be a little socially awkward sometimes. "I hope you feel better," he added uncertainly, and shut the door as he (hurriedly) walked out.

She jumped up and locked the door, and ran to the window to let Peter in. He stepped through the ledger but ended up stumbling, and would have fallen if she didn't catch him. "Peter?" she asked, panicking. "What happened?"

"Ran into the Lizard," he said weakly, trying to grin a little. She helped him lay back on her armchair, wincing at his injuries. There were three long gashes across his chest, looking like someone – _no, something –_ clawed him. It looked bad with the spandex on – she couldn't imagine what it would look like if he were bare-chested.

"You're such an _idiot, _Peter Parker!" She tugged at his spandex, struggling to get it off without hurting him. He winced as she slowly inched the fabric up his chest, and she felt a flush creep up her cheeks. _He's hurt, you idiot, _she scolded herself. Yet she couldn't stop thinking about the fact that she was sitting on his lap, and he was almost shirtless, and _she _was the one who was taking his shirt off.

He stretched his arms above him to get the shirt off, and Gwen gasped at the amount of blood on his chest. He watched her as she gulped, struggling to keep calm. Yes, she lived in a house of superheroes, but she had never seen that much blood gathered in one place at one time. She resisted the urge to scream and vomit and cower away, and forced herself to stay calm.

"I need to clean this up," she managed, turning away and heading towards her bathroom to get a wet towel (and taking some time out to take a few deep breaths). She came back and began dabbing softly at his wounds, gaining the occasional wince from him.

Though she was supposed to be patching him up, she found herself running her fingers lightly along the smooth planes of his chest, shoulders, muscles. He closed his eyes in contentment as she traced a finger down his stomach.

"They're deep," Gwen murmured, rubbing her thumb softly on one of his scars. She drew the bloody thumb back and wiped it on the towel.

"They'll heal," Peter dismissed softly, watching her. He leaned in, fully intending on kissing her, and a small part of Gwen laughed. There he was, cut up and disheveled – and he didn't care at all.

She didn't let her lips meet his, knowing that she shouldn't, that she should patch him up and let him rest. "Easy, bug boy," she murmured, a little grin on her face.

"What did you call me?" he laughed quietly against her lips, not even inches away. His hand crept up her neck, and he was leaning in again. She wanted so desperately to give into him – but it wasn't the time. Now, she needed to patch him up. Now, he needed to understand that they couldn't joke around, because he had been seriously hurt, and he _needs _to be serious about it.

"No," she murmured.

"Yes," he whispered, trying to kiss her again.

"No," she said firmly but gently, looking down to trace his injuries again. "I know what this is."

Peter pulled away and gave her a questioning look. Gwen doesn't want to meet his eyes, some part of her too proud to let her vulnerable side show. But he _needs _to understand that nothing had happened this time around, but what if someday, he just didn't come back?

"Everyday for as long as I can remember my family," she said in a quiet voice, as if she had a sore throat, and finally met his eyes, "were given missions or situations, and they've left with a smile on their face and a quick hug." She paused, watching as concern and understanding flooded his eyes. Her voice cracked as she said the next few words. "And every time that happened for as long as I can remember I haven't known if they were going to make it back home."

Peter brought both his hands to rest on either side of her cheek, trying to comfort her somehow. She leaned into his touch, her eyes desperately trying to communicate with his. "I got you," he whispered softly, and her eyes softened a little, both her hands coming up to grip his.

But although she saw the understanding, Gwen also saw the resolution and apology in his eyes. And the guilt. She knew that he wouldn't change his mind about this, so she tried to turn away, knowing nothing else would faze him.

His hands turned her face back gently, locking his gaze on her, but she still refused to meet his eyes.

"I've gotta stop him, though," he said willingly and desperately, trying to get her to understand him. "I have to. Because I created him."

She looked up at that, catching his gaze flitter downwards with shame. "What do you mean?" she asked, confused.

"I gave him an equation," he answered, his tone guilty. "It made all of this possible." The scientist in her wanted to find out all about this _fantastic _equation, because it does sound rather fantastic – _come on: it made a cross-species possible! – _but she held her words back, waiting for him to go on. "It's what my father was working on, you know. Secretly. Now I realize why he kept it a secret."

His tone was so guilty – so _ashamed – _and she just wanted to take him into her arms and comfort him like a little child.

"Whatever this is, it's my responsibility," he said quietly, and Gwen felt her heartstrings tug at the expression on his face. He looked incredibly scared and reluctant and _he didn't want to do this_. But he took it on his hands. "I have to fix it."

Gwen couldn't find anything to argue with to that, so she remained silent, knowing full well why he needed to do this. It _was _his responsibility. But it wasn't his _entirely. _He needed to understand that. She admired this boy, admired him for his bravery and determination and his independence and his responsibility, something she could say that her uncle had never fully accepted.

Instead she let him kiss her lightly, savouring the moment. Tomorrow, those lips could be bloody and chapped, and might even have to speak the truth to the police. That was the problem with Peter Parker – everything was unpredictable.

"Hey," he said in a lighter voice, and she looked up to see a mischievous glint in his eyes. "Let's get out of here." When she didn't respond other than a little chuckle, he tried again. "Let's get _out _of here," he repeated, grinning and shaking his head like a mad dog. This earned a smile and half a laugh from her, and Peter felt as if he'd won a prize or something.

He nuzzled her nose. "Just for a bit. Can we?"

Gwen shook her head, gesturing towards her door. "I don't have ordinary parents, Pete," she smiled wryly, and Peter's heart soared at her nonchalant use of his nickname. He didn't even think that she noticed she had.

"I'm not an ordinary boyfriend, Gwen," he countered, and this time Gwen smiled, as it was the first time he had actually acknowledged that they were dating, as in boyfriend and girlfriend.

She seemed to consider this. "Fifteen minutes," she decided.

Peter raised an eyebrow. "Half an hour," he proposed, knowing fifteen minutes was nothing.

She considered, and nodded, and patched him up. Once he was suitably bandaged, Peter grabbed her hip and pulled her against him, jumping out of the fire escape at the same time. Gwen didn't know what she was getting herself into – but she knew, wherever he was going to take her, she wouldn't regret it.

* * *

The sewers were deserted. The stray insects, the rats and everything else cleared away, fearing the man who sat in a platform-lab, his lab coat torn and his features dirty. The red-skinned man approached him, having followed him from his latest encounter.

"Doctor Curtis Connors," he said. The blonde man whirled around, a chaotic glint in his eyes. "Oscorp genius, leading the biology department. Cross-species human growth, I see."

Connors stared warily at his new guest. "Who are you?"

The Red Skull ignored his question and examined the documents laying on the lab table. "Ah, 'helping humanity', are you?" Connors didn't reply. "I know all about your little... ability. I'd offer my congratulations on the development, but I believe that you are merely... enhancing the formula I was given years ago."

"What do you mean?" Connors asked, frowning. He inched back in his chair as the red-skinned man in the suit grinned.

"The super soldier formula, of course," Red said, as if it were obvious. "But tell me doctor - why would you want to 'help' humanity? Why not remain above them, and have power over them? Isn't that every man's true desire?"

Connors opened his mouth to speak but the Red Skull went on. "Why not just rid of everyone who could have the upper hand over you? Iron Man, Captain America..." The Red Skull paused, smirking as he looked at the disheveled man. "Spider-Man?" he asked, and Connors immediately went rigid.

"Oh I see... so you _do _want to rid of Spider-Man?" the Red Skull grinned, and Connors stared impassively at him. "Well, doctor, I could help you with that."

Connors had an internal battle in his head. While his human side was fighting to refuse, the Lizard wanted this. _Think of the peace you could restore by ridding the Avengers, _the Lizard hissed, grinning. _There would be no villains if there are no heroes. _

"Yes," the Red Skull encouraged, "think about all the lives you could save, doctor. Think about the damage you can prevent."

The Lizard completely took over then, and Connors eyes turned green. _"Yessss, I accept," _he hissed madly. But even the Lizard was curious. _"But who are you?"_

"Well, doctor," the Red Skull spoke, his mouth curving into an evil grin. "I am Johann Schmidt, head of HYDRA. But I prefer to be called the Red Skull."

* * *

**Whoaaaaa, SHIT WILL BE GOING DOWN SOON. What's Schmidt's (lul, I always think about Schmidt from New Girl) plan? How is Steve going to react? Will Gwen and Peter's relationship end like in the movie? Stay tuned to find out!**


	12. Miss America

**A/N: Whoo, three chapter updates in a space of a few days - I'm on a roll! I hope you enjoy this chapter, because shit will evidently go down in the next one. Enjoy!**

* * *

"Get up, Gwendilocks!" yelled a voice from outside her door.

Gwen was barely able to sit up groggily before Tony barged into her room, pulling open the blinds. She groaned and pulled the covers over her head, shielding herself from the sunlight.

"You're going to be late for school, princess," Tony said cheerfully, pulling her covers off her. She yelped and covered herself with her arms, wearing only a tank top and shorts. "Oh, honey," he rolled his eyes, "I've changed your diapers before. Grow up."

"I can't if you won't let me," she muttered, and Tony merely grinned.

"Get up," he repeated, before leaving the room. Gwen yawned and stretched, and he popped his head inside again. "Pepper made some blueberry pancakes," he told her, a little smile on his face, and shut the door again. Gwen smiled.

Tony and Pepper had been together since before she was born, yet he hadn't popped the question until now. She always wondered why, knowing that her own father asked for her mother's 'hand' only a few months after they began dating.

She got dressed, heading outside, yawning and dragging her feet. Peter had taken her out last night, and despite him saying half an hour, they spent much longer than that swinging around and viewing the city from high above. (Plus, the making out was quite cool too.)

"Why so chipper?" Tony asked sarcastically while Pepper chirped a "Morning, Gwen!" as she sat down by the island.

Gwen muttered some inaudible nonsense, chewing on her pancakes. Pepper raised an eyebrow and Tony shrugged.

"Where's Mum and Dad?" she asked to fill the silence. Pepper shrugged, sitting opposite her to eat her own pancakes.

"They had a late night," Tony said cheerily, mixing Pepper's pancakes with syrup and stealing a piece. Gwen choked on her pancake, quickly swallowing it and shot a glare at him.

"I didn't need to know that!" she exclaimed, burying her face in her hands. Tony laughed loudly. Her phone buzzed, revealing a text message from Peter. She immediately lightened up, a smile creeping onto her face. He was asking if she was in school, and for some reason, him wanting her presence made warmth spread across her chest.

"Who's that?" Gwen looked up, seeing Tony waiting expectantly for an answer.

"Just a friend," she shrugged, grabbing her things. "I've got to go, don't wait up for me!" She gave Pepper a hug and kissed Tony on the cheek, darting to the elevator cheerfully.

"She looks happy," Pepper commented, observing Gwen's little skip in her step. Tony grinned.

"I know that look," he laughed, moving to stand behind Pepper and hugging her shoulders, "our little Gwen's in love."

* * *

He watched closely as the young blonde made her way out of Stark Tower. His boss had told him to watch the Tower, knowing that all the Avengers would be residing there; the Captain and Howard Stark had been quite close, after all. His grey eyes scanned the appearance of the girl; she didn't look like an intern at the Tower. In fact, she was wearing clothes too casual to be working at Stark Tower. Unless Stark had deemed the day 'unprofessional day', grey-eyes couldn't comprehend what she was even doing in the Tower.

He followed closely behind as she walked to the traffic light, noting her books in hand and shouldered bag. _A student, _he observed. _How uncanny. _The girl started rummaging through her bag and produced a cell phone, rolling her eyes, although affectionately, as she looked at the caller ID.

If there was one thing his boss loved about the 21st century, it was the major improvements in technology. So when he introduced spy equipment to the man, he had been extremely fascinated and pleased. He now produced the advanced hearing aid, focusing on drowning out the voices of the people on the road and focusing on her. The technology picked up on her voice and he listened.

"No, Tony," he heard her say, and the light that said 'walk' glowed green so he walked as she walked across the road. "I don't have a boyfriend. Stop bugging me about it!"

He watched, disappointed as she hung up the phone. _Tony, _she had said. And she had just emerged from Stark Tower. Well, well, well - close to Tony Stark, eh? She must be valuable. He just wished that she could have provided more information.

Her phone started ringing again and she ignored it, but when it rang for the second time, she picked up. "What, Tony?"

There was a silence as she listened to the other end, her blonde hair flickering around in the wind. Grey-eyes watched as she laughed at something 'Tony' had said.

"Stop it, or Dad's going to have a heart attack," she said, amused. He followed as she turned at an intersection. "I can't have that, being Miss America and all."

At Miss America, he froze. The boss had told him about the Captain's baby's death seventeen years ago, but they had not seemed too bothered by it. But this girl matched the description. Blonde, blue eyes and around seventeen years old. Close to Tony Stark and calling herself 'Miss America'. Could it be...?

The girl laughed and then grew silent. She said in a mutter, a faint blush creeping up her cheeks, "Is Peter Parker coming around anytime soon?"

While he admired her attempt to be subtle (_Miss _America, hushed voice at Peter Parker), he knew this girl was it. She was the key that his boss wanted, and she seemed highly valuable to Tony Stark as well, making her more of an ideal target. Plus, he had overheard his boss talking to Doctor Connors about a boy Connors wanted revenge over. The boy's name had started with a P, but now he knew. Peter Parker.

He was definitely going to get a high pay this time, he thought to himself. The boss would be extremely pleased. He had, after all, only been sent to look for information regarding Captain America, but he had found out about the Captain's daughter, and that she knew Peter Parker. Judging by her blush, she had some sort of a relationship with the Parker boy, too.

Grey-eyes turned into an alleyway and whipped out his phone. He reached the dead-end, feeling around the bricks as his phone dialed the number. He found the catch and pushed on the brick, revealing a small enough path to slip through. The receiver picked up, and he grinned.

"Hey boss, you're going to like what I'm about to tell ya."

* * *

Peter navigated the halls, riding his skateboard. Thanks to his new spider senses, he could see the outlines of a person through thin walls, thus his ability to avoid being told off by teachers. There were many people in school, but the teachers had a particular scent stuck to them. Probably because they spent too much time drinking coffee in the teacher's lounge.

He looked around for Gwen amongst the millions (or so it seemed) of students. He found that she had her own sweet scent too – rosemary and chocolate. Apparently, those two scents worked very well together.

He skated around with an air of confidence and a grin on his face. Him becoming Spider-Man had boosted his confidence incredibly, but being with Gwen threw his every care out of the window. He didn't care if he acted out of place, or if people stared. He didn't feel socially awkward anymore, and his stuttering somehow vanished. He felt like the happiest guy alive.

He finally spotted her, talking to one of her friends (and his friend too, he noted) – MJ – about something. She looked especially nice today, wearing a light blue cardigan that matched her eyes and her hair hung loosely by her side. Peter had an urge to test his hearing abilities to listen in on their conversation, but he knew Gwen wouldn't like it. He skated over to where she stood and landed between MJ and Gwen.

"Hey MJ, Gwen," he greeted, saving a smile for Gwen, who's eyes lit up. MJ took it as her cue to leave.

"I've got to talk to Harry about something," she said, dismissing herself. "Bye, Gwen!"

"See you," Gwen called after her, and turned to Peter, giving him a smile. "You made me sleep through my alarm," she accused him, and turned back to her locker, gathering her books. He leaned his head against her neighbouring locker as she made room for her bag, watching her with a small smile on his face. This girl was the girl of his dreams, the girl he had liked since they were both thirteen and she had outsmarted him in a math contest. He liked her for so long, and now he finally had her. It felt so wonderful to be able to look into her beautiful eyes, to be able to stare at her lips and not have to resist leaning in and kissing her. To prove his point, he leaned in quickly and gave her a soft kiss on the lips, feeling her breath hitch and her pulse speed up. _Who knew that he'd ever have this kind of effect on her?_

She laughed, flustered as he pulled back. "What was that for?" she asked playfully as she tucked a stray hair behind her ear.

Peter grinned and shrugged as she closed the locker. He casually draped his arm around her shoulder, surprising Gwen a bit at his nonchalance but she shrugged it off, walking along with him (with a little pep in her step, he noticed smugly). "It was worth it," he shrugged, steering her towards the direction of his locker. He felt her nod of agreement and grinned again, taking his arm off her as he worked on his locker combination. She leaned against the back of the locker beside him, and they began chatting about unimportant things, as comfortable around each other as if they'd known each other their whole lives.

* * *

Natasha sighed, snuggling into her husband's chest. He was big and bulky, being Captain America and all, but who knew abs would be comfortable to lie on.

"Mornin'," she heard above her, and she turned to look up, seeing Steve grinning sleepily down at her.

She rolled over to lie down on him, propping herself up and leaning her elbows against his shoulders. "Morning," she replied, giving him a small peck on the lips.

As she was about to pull away, Steve rolled over so he was on top of her and kissed down her neck. She sighed again and ran her fingers through his golden hair that she loved so much.

"We should get up," she sighed, her eyes closing despite herself.

Steve muttered a 'no' against her neck. Natasha smirked softly, remembering their first night together. Steve wouldn't even dare to touch her without her permission, for fear of upsetting a lady. He was such an old romantic.

Their bedroom door flew open and Tony barged in. "Wake up, sleepyheads!" he yelled loudly, and Steve quickly rolled over, letting Natasha cover up.

"What the hell, Stark!" she shouted, eyes glowering deadly. "What happened to knock first before coming in?"

"You two know I never follow the rules," he pointed out, and Steve rolled his eyes. "Get up," Tony repeated, "Gwen just left and Pepper made pancakes. Ooh, alliteration," he grinned. "Pepper made pancakes. Pepper prepared pancakes." Tony laughed like a little child and darted out of the room, slamming the door shut behind him.

"For being a complete genius, he's such a kid sometimes," Steve muttered, getting up and heading towards their bathroom.

"Don't let him hear you say that," Natasha protested and followed him, brushing her teeth as he shaved. Once he was done, she trailed her fingers up his chest. "You know," she murmured, "we could still shower together to save water."

"Yes, ma'am," he grinned.

* * *

After their shower, Steve and Natasha emerged from their bedroom to have breakfast. Tony and Pepper were sitting in front of the TV, watching the news.

"Hi, Natasha, Steve," Pepper greeted, smiling. Natasha said a 'hi' back while Steve grinned at the blonde, waving.

"The pancakes are really good," Steve commented, plopping down on the couch beside Tony. Natasha curled into the armchair beside them, eating her pancakes.

"We were just talking about your daughter," Tony interrupted, grinning. Natasha raised an eyebrow.

"Oh?" she asked. "What for?"

Pepper rolled her eyes as Tony went on. "She seemed a bit too happy," he told the two parents, Natasha curious while Steve was frowning.

"What's wrong with that?" he asked blankly, and Tony rolled his eyes.

"Gwen has a boyfriend," he told them cheekily, and Natasha smirked while Steve choked on his pancakes.

"What?" he coughed.

"It's not as if this is the first one," Natasha said, rolling her eyes at Steve.

"Tony," Pepper sighed, and turned towards the two parents. "It's just a suspicion," she told them, and Steve relaxed.

"I know she's had – um – _boyfriends _before but her last one was a year ago!" he protested, and Natasha laughed.

"Who is it?" she asked curiously.

"Don't worry," Tony reassured Steve, "I think it's Peter Parker. He's a good kid – that kid that comes to the tower every week."

"He sounds dodgy," Steve muttered.

"You haven't even met him yet!" the black-haired man protested. He knew that Peter was an honest, reliable kid. If Gwen were his daughter, he would be happy to know that Peter was her boyfriend.

"Moving to more pressing matters," Pepper said loudly, pointing towards the TV. "Looks like Manhattan's got a new hero."

"He's been on the news for the past week now," Natasha commented, chewing on her pancakes. "People are calling him Spider-Man."

"That's because he _is _Spider-Man," Tony said, gesturing towards the TV.

_"He rescued my son that night," _a man was saying, being interviewed by the reporter. _"Jack was in a burning car, and he risked his life to save my son. I'm in his debt."_

_"And what happened after that?" _the reporter asked, referring to the bridge incident.

_"I asked him who he was. He told me that he was Spider-Man," _the man simply said.

The reporter turned back towards the TV. _"It seems that the masked vigilante has finally embraced the rumours calling him Spider-Man. But the question is: who is Spider-Man? Is he here to help, or do we need to be worried? And why were the Avengers absent on this terrifying night? And lastly: what do the Avengers think about this new hero? This is Whitney Chang, and you're watching _Manhattan News_."_

Tony turned the TV off. "Spider-Man," he said, tasting the name. "Is he trying to replace us or something?"

Steve shrugged. "He looks just like a kid to me. I mean, what's with the spandex suit? It's easily damaged."

"You wear a spandex suit," Pepper pointed out. Steve ignored that comment.

"It's not like we actually stop small crimes," Natasha supplied. "I think he's trying to help."

"He's like our little bitch," Tony grinned, "finishing the jobs that we're too important for."

Steve and Natasha burst out laughing while Pepper gave Tony an affronted look. "He's just a kid, Tony!" she scolded, swatting his arm.

_"Mr Stark, Mr Barton has arrived," _JARVIS informed them, and soon enough, Clint strode out of the elevator, clad in his Hawkeye suit.

"Hey, Clint," Natasha greeted. They had been involved before, but when Natasha made it clear that she was in love with Steve, he had backed off, despite his feelings for her. But that was over seventeen years ago, and Clint had long since moved on.

"Hey, Tash," he sighed, sounding exhausted. He plopped down beside Tony and shoved a whole pancake in his mouth.

"Tough night?" Pepper asked.

"Just flew in," Clint responded, finishing the pancake. "Fury's calling us in," he announced, and Steve and Tony groaned.

"But we just had a mission last night," Tony protested.

"I know, but this is kinda serious," Clint sighed, and then resumed a businesslike tone. "The Lizard is back."

The three Avengers immediately stood up from the couch, sobering. "Where is it?" Steve asked urgently, determined to stop the Lizard this time.

Clint turned to face Steve and Natasha grimly, compassion clear on his face. He sighed. "It's back, and Fury told me that it's in Midtown Science High School."

* * *

**Oh shit, what have Schmidt and Connors planned? Tough luck, but you're going to have to wait for a few days for that. Trol. Lol. Lol.**


	13. Well, shit

**Hey guys! I'm sorry for not updating earlier, but I've got a new story up - full on, Avengers fluff. Also I've tried replying to most of your reviews - thanks for them, by the way! I really appreciate the feedback and the advice. **

* * *

Everyone was screaming. There were kids running everywhere, and wherever Gwen looked, there would be a terrified face. She knew that Peter needed help, but she didn't know where he was. Suddenly, there was a crash from the science department. Gwen looked up, seeing Spider-Man and the Lizard battling through the huge glass panel. Gwen looked around, and grabbed a stray metal rod that must have fallen from the building, running towards the direction of the science department.

Johann Schmidt watched from a corner. He wanted to kidnap the girl, but the Avengers were nearing; he could sense it. Part of him itched to take down the man that had ruined all of his plans and finally get revenge, but he had to be patient and stick to the plan.

Kidnapping the Captain's daughter ought to be leverage enough.

* * *

"Midtown?" Steve shouted at Clint, alarmed. "But Gwen's –"

"Shut up and suit up," Tony interrupted, as worried about Gwen as Steve was. Natasha had already disappeared into the bedroom to suit up, he assumed. "JARVIS, make sure the suit is ready," Tony quickly fastened two metal holders to his wrists, like he did when Loki pushed him out of the window. "Do you need a ride?" he asked Clint, who gulped down some water and nodded.

Pepper stood up and gave Tony a quick kiss. "Be careful," she muttered, and he nodded.

"You can't get rid of me," he grinned, and pressed the button on his wrist. Then, he ran out to the outdoor part of the penthouse – and launched himself off the building.

His suitcase flew behind him and immediately started attaching to him, covering his whole body with the suit. When it was fully attached, Tony blasted off the ground and back up to the top of the tower, where Clint was waiting. He grabbed Clint's arm and flew to Midtown High.

"Cap, Widow, you there?" Tony spoke into his mask; connected to the earpieces Fury had given them.

_"On the way!" _the Captain's voice shouted, and Tony winced at the volume.

"Hurry up," he told them as the school came into view. He landed on the ground, and Clint let go, looking around.

"Do you see them?" Clint shouted over the shouting of the students.

"I'm scanning for – _Gwen!_" Tony yelled, alarmed as Gwen was thrown out of the window. He was about to catch her when a single string of web shot out, attaching to her shirt just as she reached the ground.

"I can help you, you idiot!" he heard her yell towards the window.

"Deal with her," Clint said, loading an arrow into his bow.

Tony scoffed and lifted off the ground, speeding towards Gwen and grabbing her waist, pulling her away from the surprisingly strong piece of web. She yelped as he dropped on the ground beside her, her hair flying over her face.

"What are you doing?" he demanded, facing her.

"Tony," she gasped, flustered. "The Lizard's up there with Spider-Man," she told him, "he's hurt, Tony, and I can –"

In that moment, a small jet landed and Steve and Natasha jumped out, clad in their respective suits. The Captain swung his shield towards the Lizard, and it roared loudly in pain, letting Spider-Man land a kick in its stomach. The Lizard crashed into a door and scrambled to its feet, running off as Spider-Man swung after it.

"Go home, Gwen," Tony instructed, handing her the control to JARVIS. "I don't know what this thing can do," he interrupted as she protested, "but I need you to go home. You know as well as I do that this thing is a cross-species. Remember that serum I cooked up?" he asked, and she nodded quickly. "Get it ready."

Gwen knew it wasn't much, but it was still helping her family and Peter. She nodded determinedly and turned to go.

"Gwen!" Tony called after her, and she turned around quizzically. "Suit up," he said after a while, and a huge grin split onto her face as she nodded, running off.

With Gwen out of the way, Tony looked around. The Lizard had run off, leaving a path of destruction at its wake. Tony zoomed through the halls of the school, and found Steve and Clint. His mask cleared a little to let him speak normally. "Where did it go?" he asked.

"Tasha went after it," Steve told him in a hard voice, "and the wall caved in. We think it's in the sewers."

Tony groaned in frustration. Twice already the Lizard had slipped out of his grasp.

"Where's Gwen?" Steve asked.

"I sent her back. Whatever that thing wants, I know it's a cross-species, and I have a serum that just might cure it. She's cooking it up right now."

Steve nodded and turned back towards the damage, speaking into his earpiece. "Tash?" he asked, "you there?"

All of them received her reply. _"Yeah, I'm in the sewers. It's down here somewhere, along with Spider-Man."_

"We're coming down," Clint said, and motioned for Tony to blast the wall.

_"No! Don't," _Natasha said quickly, and Steve frowned.

"Tash, I don't think –"

_"Tony's suit can track me via earpiece," _she told them. _"Follow me closely above ground. I'm going to look around a bit and try to find out what it's up to. And also see if I can see what Spider-Man's up to."_

Tony immediately agreed. "You do that," he told her as Steve protested.

_"Steve, I don't know much about Spider-Man, but he's trying to take down this Lizard too, which makes him on our side. Take care of Gwen and make sure I'm in your sight." _With that, she turned the voice controls of her earpiece off, letting them track her yet they couldn't talk to her.

Natasha walked through the sewers, her boots padding softly. It was dark and stinky, but she walked on, looking for some light.

She heard a crash from one of the tunnels, and whipped around, narrowing her eyes. There wasn't much that could scare her, but being alone in the sewers with a giant lizard and a masked man whom she knew nothing about was beginning to faze her. She walked towards the tunnel slowly, the red flames of her hair contrasting against the dark tunnel. Unfortunately, it made her an easy target.

There was a scattering sound and Natasha looked down, shocked. Hundreds of lizards were crawling towards the end of the tunnel, all heading in the same direction. It was incredibly abnormal and it sent chills up her spine, but she knew that Tony was tracking her closely. If anything happened, she could easily turn her earpiece back on and ask for help.

She followed the lizards slowly into the tunnel. It was a long walk, and Natasha felt as if it would never end. What if she was walking into a trap? What if Spider-Man set this whole thing up to get at the Avengers? Or worse – what if Loki was helping Spider-Man set this up?

She remembered her encounter with Bruce as the Hulk, and remembered how scared she was. Bruce was away right now, but she knew Fury was contacting him to help them. Ever since that day, she had developed a fear of anything big, strong and green. The Lizard fit into that description, and she hoped that she wouldn't get a repeat of what happened the last time.

She pushed her fears away and rounded at the corner. _You are a highly trained assassin, _she told herself, _you are the best there is. Suck it up._ Light spilled over the walls of the tunnel. _Wait – light? _Sewers didn't have lights. They were usually abandoned and dark. She followed the light, looking for a source and rounded another corner.

At the side of the path, a small laboratory was set up. Natasha frowned at the different chemical bottles and the white tables. Some of the tables were smashed apart, and glass was shattered on the floor. A camera stand was set up next to another table, where a laptop lay. It was playing back a video, and Natasha almost gasped at who was watching it.

There he was: Spider-Man. The red-and-blue spandex suit was skintight, and his back was facing her. He didn't notice her, too engrossed in the video to care. She inched slowly to the side and noticed the man in the video: Doctor Curt Connors, a scientist at Oscorp. She only knew who he was because Tony had mentioned him a few times.

The laptop wasn't at full volume, so she couldn't hear what he was saying. _Deal with that later, _she thought, and slowly inched her gun out of her belt, careful not to alert Spider-Man about her presence. The video stopped and she froze as Spider-Man groaned and sat down on the chair tucked into the table, and pulled off his mask.

She could see a bit of his face as he ran his fingers through his own hair. She slowly inched into the darkness and observed from afar. He had messy brown hair, which stood up above his forehead, looking as if he gelled it back. He had a sharp face and looked quite young; young enough to be in high school. _That's why it took Spider-Man such little time to get to the school, _she realized. He _attended _the school.

He groaned and stomped his foot in frustration, obviously panicking at what he found out. "Shit," he cursed under his breath, and Natasha watched as he pulled out a cell phone, dialing a number he had probably memorised from constant use. "Gwen, pick up," he pleaded under his breath, and Natasha's head snapped up at that. She didn't know much about Midtown High, but she knew that her Gwen was the only Gwen in the school. So he was involved with her. When the phone rang dead, he threw it aside. "Shit," he cursed again.

He quickly got up, and froze, his back to Natasha. "I know you're there," he said, his back to her, and Natasha immediately stood up, putting her defenses up. She was positive that the boy was harmless to her, but took comfort in the fact that she had back up above her.

"Then you should know why I'm here," Natasha replied, crossing her arms. The public knew who she was, and if the boy was sensible, he would have done his research on the other superheroes in New York. "I've already seen your face," she informed him, "there's no point in hiding it. I'd be able to look you up on the SHIELD databases in a second."

The boy slowly turned around; he was really tall for a seventeen-year-old. "I'm on your side," he told her, and she raised her eyebrows.

"Prove it," she said, walking towards him and looking at the documents spread across the lab table. "Tell me what you know."

"Look - Black Widow - I'd love to prove it to you, but we're running short on time," the boy almost pleaded, reaching for his mask. "The information I've found - it's a danger to your daughter, and Captain America."

Natasha whipped around to face him, pinning him against the wall. "Daughter?" she hissed through her teeth, wondering how much this boy knew about Gwen.

"Gwen told me," he said, pushing back on Natasha and scratching his neck. She released her hold on him and watched him suspiciously. "My name is Peter Parker, and Gwen's my... friend. She told me about who she really is, and I'm sorry, but if you really care about your daughter -"

"Don't lecture me on how much I care about my daughter," Natasha said warningly.

"Have you heard of the Red Skull?" Peter asked instead. That immediately caught Natasha's attention and she nodded, frowning. "According to Connors, he's back, and he's planning something against the Captain. The attack on the school was a diversion for them to - to take Gwen," he finished, swallowing.

Natasha froze. This was exactly what she had been worried about when Steve had wanted a child. She was worried that one day, one of their enemies would use her against them. And she was right. "Show me," she demanded to the Parker boy, and he moved aside, gesturing to the laptop laying on the lab table. She pressed the play button on the video and watched.

_"This will create a better future," _Connors was saying, looking dirty and inhuman. _"People aren't thankful for the gifts given to them. They have eyes, ears... arms. They are inconsiderate and cruel to all who have less, but no more! I will show them _compassion, _and they will know true helplessness. Nobody should be above them; everybody should be an equal. We start with the Avengers."_

Natasha's forehead was creasing with worry, but Peter gestured to the laptop. "There's more," he said, and after an amount of background noise, a red face appeared.

_"Johann Schmidt," _he introduced himself, _"the Red Skull, commander of HYDRA. HYDRA's mission will be completed by the end of tomorrow. We will capture the girl, and finally defeat Captain America. Hail HYDRA."_

The screen went black, and Peter closed the laptop. Natasha stood there for a while, processing all the information in. Finally, she activated her earpiece.

"The Red Skull has got Gwen," she said emotionlessly, and heard Steve's loud shout of panic and disbelief.

* * *

It was black, all black. They had put a blindfold around Gwen's eyes, but she could still hear, and by the sound of it, she was on top of a really tall tower. Her back was leaning against what felt like a pole, her hands were tied to the cool metal, and she recounted the memory of how she got here.

She was going back to Stark Tower, to prepare the serum, when a red-skinned man stepped in front of her, and the next thing she knew, a cloth was pressed to her nose and she felt herself passing out. She woke up tied to the pole, blindfolded.

There were voices arguing, and finally, someone took the blindfold off. Gwen blinked to see the red-skinned man in front of her again, grinning madly. She gulped and made sure not to let her fear show, fixing him the glare that she had gotten from her mother.

"Gwen Rogers," the man greeted her, and Gwen looked around her to see that she was indeed on top of a tall tower; on a rooftop, to be precise. She looked down and her heart rate increased - if she was dropped from the pole that held her, she'd fall to her death.

"What do you want?" Gwen asked menacingly. The man laughed.

"Do you not know who I am?" he sneered. "Did your father not tell you?"

"What the hell do you want with my father?" she hissed back.

"To kill him," the red-skinned man said in a matter-of-fact tone. "And infect the population, and finally complete HYDRA's mission."

"Which is?" she gritted her teeth.

The man smiled eerily, his white teeth contrasting against the redness of his skin tone. "World domination."

Gwen's eyes widened and she struggled against her bonds. She needed to warn her father in some way, and fast.

"Struggle all you like," the man dismissed, "I do not mind if the Captain finds you dead."


	14. Lies

**First and foremost, sorry. I've had my trial exams and I didn't have the time to update, but I'm updating now! Wow, this story is coming to an end, two or three more chapters left, I'm thinking. Once again, thank you for all the reviews, favourites and follows - I had half a mind to just abandon this story, but I knew that you guys would be pissed off. **

**Enjoy!**

* * *

Gwen immediately stopped struggling, but fixed the man her best glare. She was afraid - hell, she was terrified - but she needed to give this man a reason for her to stay alive. She would be willing to die for her family, but in retrospect, she didn't believe in all that crap. She knew that her family would be broken if she were to die, and she owed it to herself to let herself live her life. She owed it to _Peter _to let them have a chance.

"Who are you?" she asked again, keeping still against the bonds. In the corner of her eye, she spotted a large sign: the Oscorp sign. She was on top of the Oscorp tower.

The red-skinned man grinned again and paced around slowly, reminding her that he was on solid ground while she was held in suspension. "Your father knows me very well," he said conversationally, and Gwen huffed in annoyance.

"That doesn't answer my question."

While he paced, Gwen slowly reached towards her back pocket, struggling ever so slightly against the bonds. She could still feel her cell, and Tony had designed a button on her phone that would immediately call all of the Avengers - if she could reach it - _there. _Her fingers found the button and she quietly pressed it, fighting back a laugh. This man was so stupid.

"I am from the 1940's," the man informed her, grinning, "one of your father's greatest enemies. We've crossed paths many, many times. But now, we shall cross paths one last time and he will meet his death."

"So that's your plan?" Gwen asked loudly, making sure that the phone would be able to capture her voice. "Distract the Avengers with the Lizard, kidnap me on top of _Oscorp Tower,_" she pronounced clearly, "and tie me to the edge of the building waiting for my dad to come and get me? Well, it's a good plan," she admitted, "it's working."

Suddenly, a loud roar pierced the air and the door leading to the roof flew open. The Lizard stepped out, holding a piece of equipment in his claws. It looked like -

"The Ganali device," Gwen gasped, remembering something Doctor Connors had told her during one of the Oscorp tours Tony had brought her on. The device was small, but it had the power to diffuse a substance over the whole city.

"Yes, well, I needed something to get Doctor Connors here going," the red man informed her, sighing.

The Lizard attached a green test tube to the device, and climbed up the antenna of the tower, attaching the device to it. Gwen cursed; if only she was able to get the antidote cooking - that way, Tony could have easily just stopped by and picked it up.

"Hurry, dad," she muttered under her breath, unsure how long she could hold out.

* * *

Natasha raced to the roads, looking for the familiar quinjet that SHIELD had provided. Peter - who had securely fastened his mask again - was trailing behind her, determined to know what was going on. She found the rest of the team, who were already boarding the quinjet, save Tony, who stood by, his mask up. "Did you guys -"

"Yes," Clint answered, referring to Gwen's call. "We're going to Oscorp right now. We should be able to take out the Lizard easily and rescue Gwen from Red Skull."

"We have to be careful, though," Steve supplied, "he might have traps for me."

"And that's why you're not going in first," Tony said, "I am. Johaan Schmidt may be a genius, but he's not from this era. He won't expect a high-tech, amazing-ass suit to crash the party."

Peter cleared his throat from behind them. "If I may," he called, and the rest of the Avengers turned to look at him, as if just realising that Spider-Man was there with them. "Before you deal with Connors, you need the antidote, and I have access to the files in Oscorp that will let me make it."

"Who are you?" Tony asked bluntly, frowning.

"Peter Parker," Natasha said quietly, but with the earpieces they could all hear. Steve's eyes widened in recognition and Tony laughed.

"Hey, kid!" he greeted, a grin gracing his face. "Nice to have you on the team. Well, your outfit could be worse, but it's still pretty bad -"

Peter interrupted them. "I think you guys should really focus on saving Gwen. I'll meet you up there." Without another word, he took off swinging towards the Oscorp tower.

"...Although that is quite cool," Tony finished. His face plate reattached itself, and he took off. "See you guys there!" he said into his mask, zooming towards the Oscorp tower.

Natasha jumped onto the quinjet, grabbing Steve's hand to keep balance as Clint took off from the ground. The back door quickly slid shut, and Steve sagged against the wall of the quinjet, looking suddenly very, very tired.

"Stop it," Natasha ordered, glaring at him. "No matter what happened in the past, push it aside, because this is our _daughter _we're talking about here, Rogers, and I'll be damned if we can't save her because you're hell-bent on revenge."

Steve fixed her with his own glare but he nodded. "You're right," he agreed. "Gwen first, revenge later."

* * *

Peter groaned through his mask. From here, it would take at least ten minutes for him to reach Oscorp tower, even though it was in plain sight, taunting him. He needed to cross multiple buildings and take alternative routes because there wasn't a straight route from here. He gritted his teeth in determination and shot his first piece of web, attaching it to a window, and swung away.

He kept swinging and swinging from building to building, ignoring the shouts of terrified citizens below. He couldn't bring himself to care, not now. He couldn't save that woman from the fire, or help that kid find his mom. He couldn't save one life now, because if he did, he wouldn't have time with the antidote and thousands of other lives would perish.

After an hour (or so it seemed) of swinging, he finally found himself attached to the Oscorp tower building. He climbed up with his spider-like reflexes and jumped into the window of the forty-second floor, where Connors' workplace was. He quickly typed in the security code and ran into the room, looking for Connors' computer. He rebooted it and looked through the files, searching. "Come on, come on," he muttered under his breath, and finally, "bingo!" He clicked on the file and a loud _beep _emerged from the labs. Peter tore off his mask and ran towards the lab, looking for the source. It was a sort of boiler-like device, and as he peeked inside he knew that it was the antidote cooking. It would take around eight minutes to cook, and Peter desperately hoped that the Avengers could hold Connors off until then.

* * *

Tony seriously didn't like this guy.

The Red Skull was armed with one of the weapons Tony had made himself familiar with; a six-shooter blaster that was so powerful it could dismantle his suit within seconds. Tony hardly cared if the guy knew what it was capable of or not, but he was already at a disadvantage, and he didn't like that.

"JARVIS," he muttered into his suit, "fire a bullet to disable that."

_"Of course, sir."_

The small bullet shot out from his shoulder within seconds, but the Red Skull turned around and shot out of the way, holding the precious blaster close. "Ah, the man of iron," the Red Skull greeted, grinning. "I thought that the Captain would want to rescue his daughter himself, but no matter. Killing you would make my job far easier."

The red man pressed the trigger and the blaster shot a blue laser beam towards Tony, which he dodged narrowly. The beam shot part of the roof, which left a huge boulder inside it, damaging two floors. There was a roar and Tony snapped his neck towards the source - the Lizard was on top of the antenna, activating the Ganali device. Well, that was not good.

"Cap, looks like you'll have to deal with your mortal enemy," he spoke into his mask, his eyes on the Lizard. "I need to make sure that the Lizard doesn't activate this until Bruce can finish him off."

The quinjet came into view and Steve jumped out, saluting Tony to show that he got the message. Tony immediately rushed towards the Lizard, firing a blast at the device. Unfortunately, it hit the Lizard, who roared angrily.

A fire extinguisher came hurtling towards Tony and all he could think was, _damn, he's fast, _before his view was clouded with white smoke. He coughed, breathing in the carbon dioxide. "JARVIS!" he yelled, "Get rid of the CO2!"

His suit immediately blew wind towards the gas, leaving his vision clear again. "Hulk!" he yelled, and the Hulk bounded out of the quinjet, roaring and meeting its' other green friend.

* * *

"Kid!" Peter looked up, seeing Hawkeye rush to his side. "Is the antidote ready yet?"

"It's cooking," he responded, "it should be -" There was a loud beep. "It's done."

"Great," Hawkeye nodded, holding his hand out, and Peter handed him the test tube. "See you up there," he said, and shot a grapple hook upwards, launching himself onto the roof. Peter slipped his mask on and slipped out of the window, climbing up to the battlefield.

Iron Man was disabling the Ganali device while the Hulk and the Lizard were on one on one combat. They both roared in fury whenever they received a blow, unable to beat the other.

"Tony!" Peter yelled, and the suit must have had some built in enhanced hearing because Iron Man turned to look at him from on top of the antenna. "There are people infected out there! Don't disable it - Hawkeye's got the antidote!"

As if on cue, Hawkeye shot an arrow that stuck on the antenna right in front of Tony's face, the antidote attached to it. He quickly put the antidote in as the timer reached _zero _and a blue cloud burst upwards, launching the antidote into the air of New York City.

Both the Lizard and Hulk stopped fighting, and Hulk saw the Lizard grin before it frowned as the blue gas clung to its green skin. Hulk guffawed as the Lizard roared in agony and turned back into Doctor Connors, right in front of where Peter Parker stood.

"You and I have a lot to discuss, Connors," the Peter told the bare doctor. "But first, _where is Gwen Stacy?"_

* * *

Meanwhile, the Captain was fighting the Red Skull. Steve desperately tried to manouver Skull's direction, but the latter kept reaching for his blaster, which had been kicked aside. Right now, the Red Skull was at the same combat level that Steve was at. If he could get Natasha or Clint to help him, he would be at an advantage, but right now, he could barely hold Skull off - it was as if he had only gotten stronger in his resurrection, and Natasha was looking for Gwen while Clint was helping with the antidote.

"Where's my daughter?" he yelled at Schmidt, finally able to pin him down, but he only laughed.

* * *

Gwen looked around desperately for one of the Avengers, but was left with nobody. Her bonds were beginning to loosen but that only meant that she was closer to falling and dying. She was great at combat and battlefield planning, but she wouldn't do so well with falling off a skyscraper.

The Red Skull was standing with his back to her, and the Lizard had been completely blocked from her sight although she could still hear its roars. Suddenly, the Red Skull turned around with a large grin on his face. His image blurred as he grinned - and that's when Gwen realised she had been cheated.

It was all in her mind, and just when she found out about the revolution, the virtual reality in front of her disappeared. She found herself in a familiar environment - hanging off the edge of the Statue of Liberty, the ropes holding her unbinding themselves.

* * *

"Why Captain, I thought you were smarter than that," the Red Skull laughed from his position under Steve. "Modern technology is simply amazing, don't you think? Amazing enough that I could plant an image into your daughter's head and believe that she was being held here, when in reality, she's actually somewhere else, dying or dead by now!"

Steve's eyes widened in realisation. It had all been a trick. He roared in fury and bashed the man's skull against the concrete, his anger completely taking over.

"Where - is - my - daughter?" he bellowed, landing a blow to the Red Skull with every word. He didn't answer. "Tell me, Schmidt!" Steve kept yelling, punching the other man over and over again.

"Steve, snap out of it!" someone was yelling behind him, but Steve didn't listen. He kept landing blow followed by blow until red spots danced in front of his eyes. The Lizard gave a final roar of fury and someone was shaking him. "Steve, stop it!" the person yelled again, and his mind registered that it was Natasha. Steve stopped, breathing heavily, and looked down at his enemy. Schmidt's eyes were closed, and there was a thick red liquid pouring from his skull.

"Gwen isn't here - and the tracking device on her phone isn't working. Get Skull to spill -" Clint was saying, but stopped short at the sight in front of him. "What did you do?" he hissed at Steve.

Natasha pushed her numb husband aside and checked the pulse of the Red Skull - to find that there wasn't one. "He's dead," she spat, and Steve felt his stomach clench painfully. He had just killed the only lead they had to find Gwen, and he realised suddenly that it had been Schmidt's plan all along to die on him. It had been Schmidt's plan to rip away what was most dear to Steve without any way for him to save her.

* * *

**I promise, next chapter there won't be any more cliff-hangers! **


	15. Fate

**Here's my treat before Christmas. I'll probably put up another chapter before Christmas too, just to make you guys happy. I'm sorry for having writer's block, but I managed to write this! Hope you all enjoy and review, please!**

* * *

Steve winced as Natasha hit him over the head.

"You idiot!" she yelled. "My _daughter _is being held captive somewhere by a _dead _psychopath, who you killed by the way -"

"Shut up, Romanoff!" barked Clint. "You're not helping Gwen by arguing like this. Does she have a tracker on her? Is she wearing her suit?"

Steve numbly shook his head. "She wasn't able to reach it before Schmidt took her," he said blankly.

"Mother fucking hell," Natasha was cursing under her breath.

* * *

Peter quickly threw a lab coat over Connors while Tony, still in his Iron Man suit, was dealing with the police, trying to delay them into further investigation until later. Peter and Bruce had brought Connors inside after he couldn't stop shivering, intent on finding out where Gwen was. Steve had killed the Red Skull, their only proper lead.

"I'm not sure," Connors was saying helplessly. "She is being held on a tall building somewhere - suspended; that's what Schmidt mentioned -"

Peter looked to Bruce, who reached for his earpiece, intent on telling the others - to find it broken. "Happens all the time," Bruce grumbled, stalking towards the fire escape to climb to the roof where Natasha, Steve and Clint were.

Peter turned back to Connors, showing him no familiarity or warmth he had once spared the doctor. "They'll scan every skyscraper in New York, but Gwen could be dead by then," he said flatly, stressing on the word "dead". "I need more information," he urged.

Connors' face scrunched up as he tried to remember. "I - it's one of the monuments of Manhattan - nothing newly built -"

Peter's eyes widened. "You mean she could be hanging off the Empire State or Mrs Liberty?" he asked, panicked.

Connors snapped his fingers. "Yes!" he said, "that was what I wanted to say."

Peter was out of the lab before Connors had even finished the sentence.

* * *

Tony rolled his eyes, flying back up to the top of Oscorp Tower. The police wouldn't leave them alone, and while they should be worried for the public's safety and all, they knew that SHIELD always needed their space after a particular "incident" first. But the fucking police wouldn't prevail, and Tony found himself half-listening as he mostly concentrated on scanning the whole of Manhattan for Gwen. So far, he hadn't been successful, but he had around three quarters of the rest of the city to go.

_"Tony!" _Clint's voice filled his ears, and Tony grimaced from the excess noise of wind from the roof.

"What?" he asked, hoping for a new lead.

_"Parker found some new information - Connors said that Gwen's either on Empire State or the Statue of -"_

"I'm on it!" Tony said into his mask.

_"Oi, I need a ride -!"_

Tony disconnected at Clint's frustrated tone.

* * *

"Stop yelling, Tash!" Steve said to his wife from the passenger seat, annoyed.

Natasha turned from the controls of the quinjet, looking absolutely livid. "What the fuck do you mean, _stop yelling?" _she screeched. Steve winced. "My daughter could be hanging off the Statue of fucking Liberty to her death!"

"You're always so professional -" Steve protested, and Natasha cut him off again by shouting about how it was her daughter they were talking about and she will not be professional about this, thank you very much.

Even though he was worried for his daughter, his yelling wife sort of took off the stress as they zoomed to the other side of New York.

Suddenly, Tony's voice filled the quinjet. "Guys!" He sounded a bit excited. "She's on top of the Statue of - _holy mother fucking hell oh shit -!"_

* * *

Gwen bit her lip hardly as she tried knotting the ropes tightly, to no avail. They were slowly loosening, and she gulped as she thought about how far down she might fall. She was never a big fan of heights, and had always dismissed her mother when she tried to teach her how to properly land without getting hurt, thinking it wouldn't be as important as hand-to-hand combat. Well, she was wrong.

"Shit," she breathed as she tried to regain her footing on whatever she could find. She was hanging right off the torch, so it was going to be a long fall and a possibly very painful death for her. She wished she didn't try to escape before; it would only mean that she was speeding up her death.

She thought about her family. There was nothing for them to track her with, and she knew that they would kill her even after death if she didn't even _try _to survive, but she was trying, goddamnit! But her parents would probably find another way to ground her or lecture her when she was below her grave. And Peter - Peter would never let her forget that she didn't fight for him._ "Why are you thinking like this? You're not dead yet!" _she yelled to herself, knowing it wasn't loud enough for anyone to hear. She was immensely high above ground, and the wind was very loud. Somehow, she wasn't worrying about what the Red Skull was going to do to her dad, because he was Captain America, and the Avengers would back him up.

Without warning, the ropes came completely loose. Gwen screamed, her legs flailing about as she quickly grabbed onto the edge of Lady Liberty's wrist, trying to hoist herself back up. She exhaled in relief, but made a mistake by looking down to the city's honking cars and bright lights, realising how far up she actually was. She shrieked and tried to lift herself back up - and in her panic, pulled a muscle, putting her arm in lots of pain.

Gwen hissed and instinctively let her right hand go, unable to stretch it enough to reach up and grab the wrist again. She tried and tried again, but failed, and in defeat, let her arm lay limply by her side. She wanted to try, but she was just so, so tired - her muscles were all sore and she couldn't find her voice anymore from too much screaming. She could see her blonde hair flying in front of her eyes, looking up at the statue defeatedly. Lady Liberty was staring impassively on at the sea, and ships blared on, lighting up the ocean.

Well, at least if she died now there was a nice view, she thought. Her hand was sweaty and she knew that there were only a few moments left for her before she fell. Gwen shut her eyes tightly, thinking of her dad, her mum, Tony, Bruce, Clint - she thought of how lucky she was to be their daughter and part of their family, she thought about how sorry she was that she was going to die on them, and she thought about Peter - about his chocolate hair and the crease in the corner of his eyes when he smiled and how tightly he held her that night, when they slept side by side on his bed in his room.

_I never told him that I love him, _she thought to herself sadly. Because she realised right there and then that she loved Peter Parker - she had loved him ever since she had spent the night with him, and he hadn't made any advances to her whatsoever. He respected her space, and he was probably the only boy who would ever decline to have sex with a girl who was willing to spend the night with him even though her parents were going to possibly get her in so much trouble. He held her tightly and securely, and when he thought she had been asleep, had kissed her neck softly and sighed, stroking her cheek. She had felt his eyes on her in the middle of the night, but fought to keep her eyes closed because she was too scared to open them. Now she wished she had.

"I'm sorry," she whispered to all of them, closing her eyes as she finally lost her grip and fell.

* * *

Peter was swinging like a madman. Tony was checking the Empire State, and had left the job of checking the Statue to Peter (and to Steve and Natasha, although the quinjet wasn't really that fast). He knew he didn't have much time before Gwen would go tumbling to her death - she might already be tumbling, or might already be dead.

_No, _he thought fiercely, pushing himself to swing faster. _I'm not going to let her die. _

The Statue was coming into view, and Peter's heart did a somersault as he saw the figure of Gwen lose her grip and fall. Her blonde hair was flying everywhere, but from his position, Peter could see that her eyes were closed. He pushed himself harder, faster - she had accepted her fate, but he hadn't.

She was just about to hit the rocks below - when he pulled her into his arms and out of the way. He heard her gasp, and her eyes flew open as he circled around the Statue and landed safely on the solid platform below. He was still holding onto her tightly, panicked.

"Gwen?" he asked urgently, tearing off his mask, not really caring who saw him. "Gwen, are you hurt? Did he do something to you? Are you -"

Gwen was staring up at him, her blue eyes wide, cheeks flushed and breathing raggedly. "Peter," she breathed, her voice sounding relieved. "Oh my god," she half-laughed, half-cried, "Peter!"

And then suddenly her lips were on his and her arms were around his neck, and his eyes widened before he closed them, kissing her back. She kissed him urgently, pressing herself against him in every way possible, breathing him in, and he did the same. He had almost lost her, and he wasn't going to let her go ever again.

"Never," Peter told her after she broke the kiss, "_never _let go again," he said hardly, although his eyes were soft and he was stroking her cheek.

"I'm sorry," she laughed, out of breath, her eyes lighting up. "I love you."

Peter frowned, jerking his head back a little. "What?" he asked, sounding confused.

Gwen laughed again, pressing her lips to his and pulling back, staring up at him with wide, filled-with-emotion eyes. "Peter Parker, I do really in fact love you," she said breathlessly, a hint of a smile playing at her lips.

He pulled her to him tightly, crushing his lips against his. He never knew that he could feel that amount of emotion - the rush of pure, unadulterated love that filled his heart at that exact moment. "I love you too," he breathed against her lips, and captured them in his once more.

* * *

Around half an hour later, Peter and Gwen's lips were still firmly stuck together as the quinjet descended to their level, and Tony came flying at them with his suit. The back of the quinjet opened and Natasha came running out, yelling a variety of curses that Peter didn't tell them that Gwen was alive, and Tony's mask came up, revealing himself to be yelling about how there was no time for young love right now when they thought that Gwen was dead.

"Push your feelings aside!" Tony had yelled, and Natasha roared in agreement.

Steve had been happy at first to see his daughter alive, but quickly ended up blushing and muttering confusedly when he saw Peter and Gwen break apart to look at him.

Gwen had only time to blink before Natasha pushed Peter aside and enveloped her in a bone-crushing hug, her red curls covering her face.

Peter stumbled a bit before he laughed at the family's situation. He had fought with them and panicked with them - there was no room for decency or embarrassment. He could hear Gwen spluttering and coughing out her mother's hair, while her father slowly went out of his daze and brought them all into a group hug.

"Move, move!" Tony was yelling, and he pushed Steve and Natasha aside, bringing Gwen into a short hug that sent her gasping. He pulled back, searching Gwen's face. "Are you hurt?" he demanded, checking her for injuries.

"Tony - TONY - I'm fine!" Gwen protested, laughing. He ruffled her hair and let her go, accepting her answer, before he raced to Peter's side and pulled him into an equally bone-crushing hug.

"Tony -" he choked, surprised and gasping. "Can't - breathe -"

"Stop being dramatic," Tony complained, pulling back and inspecting Peter for any injuries. Peter was actually surprised and didn't know what to think as Tony fussed over him, demanding, "Are you hurt?"

Peter found his tongue again and answered. "No, I'm not," he said quickly, and Tony let go gruffly, relieved.

"Good," Tony audibly sighed, and ruffled Peter's hair as he did Gwen's. "Wouldn't want you to end up losing a limb."

Peter nodded confusedly and turned to find Steve, Natasha and Gwen in between them, grinning up at him. "Messing with someone's hair is Tony's way of showing affection," she explained at his confused look. When he looked further confused, Gwen rolled her eyes. "It means, Peter," she elaborated, "it means welcome to the family."

* * *

**Yay, happy ending to a chapter for once! One more chapter to go I'm reckoning, thanks for sticking with me!**


	16. Forever

**HAPPY NEW YEAR! I know I promised one before New Year's but I was busy trying to do my homework before school started, trying to finish a book, blogging and making covers. **

**BY THE WAY, please check this out if you can! I recently watched Pitch Perfect, and my friend wanted me to do a cover so I decided on Cups by Anna Kendrick. Just remove the spaces:**

**www . youtube watch?v=0SbwQN9x2-M&feature=youtu . be**

**So here's the last chapter! Enjoy!**

* * *

_8 months later_

* * *

Peter walked into Stark Tower, holding a wrapped box in his hands. The receptionist, Anna, smiled at him as he walked by, wishing him a good morning. He made his way to the elevator, which immediately started moving.

_"Good afternoon, Mr Parker. Everyone is already upstairs," _the cool voice of JARVIS greeted him. Peter grinned, still somewhat amazed by Tony's tech.

"Hey, JARVIS, that's great," Peter nodded, leaning back against the wall.

As he waited in the elevator, he couldn't help but grin at everything that had happened since the Red Skull.

Tony had offered him a place in the Avengers, as well as a position as an intern at Stark Industries for the clean energy project. He had gotten along well with the rest of them, particularly Clint (he was such a cool guy), and Tony had made him a new suit that was still more spandex, but less chance of grave injuries. Gwen and him had entered an exclusive relationship that everyone knew about, and that everyone (Steve grudgingly) approved. Gwen had even joined Peter as his "partner in crime" - much to Tony's delight. Whenever New York was threatened by anything, she would suit up with him and follow him to save the day. People had even started calling her "Mrs Spidey". Everyone was alive and well and they all lived happily ever after.

He was still grinning when he exited the elevator, seeing the penthouse decorated. He shrugged his jacket off, looking around. Streamers were hanging around, music was blaring from Tony's amazing-ass speakers and a large banner was taped to the wall, saying _"Happy Birthday Gwen!"_ Peter set the present on the common coffee table and looked around for everyone. "Hello?" he called, and Bruce stuck his head out from the door that led to the balcony, wearing a party hat.

"Oh, hey there Pete," he greeted, sounding relieved. "It's just Peter!" he called behind him, and everyone else emerged from behind the balcony doors, wearing different party hats. Clint had a whistle in his mouth. They all greeted him affectionally, smiling and welcoming him in.

"Where's Gwen?" asked Steve, having grudgingly accepted her and Peter's relationship. He shook Peter's hand in greeting as always, and treated him normally, save when Peter was close to Gwen (he usually assumed a cold look before Peter grudgingly stepped away from her).

Peter checked his watch, shrugging. "Probably buying herself some ice-cream," he said, knowing that Gwen was still looking for a proper guitar pick. She had recently learned how to play and was really picky about her guitar picks, but Peter knew that she would, after around half-an-hour of walking around unsuccessfully, buy herself some ice-cream and go home.

Natasha laughed, nodding. "You're probably right," she agreed. Peter had been most surprised about her accepting him into their little family; Tony had described Natasha as quite scary and hard to impress. But she had invited Peter into their household with (more or less) open arms, and accepted Peter and Gwen's relationship better than Steve had. She pulled Peter into a short hug and reached up to ruffle his hair, just like everyone else did, whilst smiling at him. "Glad to see you could come, Peter."

Peter raised his eyebrows in disbelief. "I didn't really have a choice, now do I?" he joked. "If I missed this, Gwen would kill me, and Tony would kill me too. Oh, and you'd kill me as well."

Natasha shrugged as if to say "fair enough" and walked to the small makeshift kitchen to check on Gwen's cake.

"Peter!" Tony grinned, entering from the pantry holding a bottle of champagne. He made his way to the younger man, ruffling his hair affectionately. "How's my favourite Avenger?"

Bruce frowned. "I thought I was your favourite Avenger!" he protested.

"Nah, you're my science bro," Tony dismissed, his arm slung around Peter's neck (Peter had to bend down and was crouching uncomfortably). He walked to the cake on the island counter, dragging Peter along with him. "Cake!" he grinned and made a move to grab one, but Natasha slapped him.

"My daughter is turning eighteen," Natasha snarled, "I will shove Steve's shield so far up your ass if you so much as _touch _this cake."

Clint snorted and Steve sighed; he was used to his wife's threats.

Gwen was turning eighteen, yes, and Tony had decided to throw a huge party next Saturday (because this Saturday she and Peter were going to take a road trip and enjoy their freedom - Peter had turned eighteen a few months ago), but for now, they had settled on a small get-together. May, Peter's old Aunt, was invited as well, but she politely declined, saying she was too tired to come. Peter had wanted to invite his neighbour and Gwen's close friend MJ, but she didn't know about the Avengers and the less people knew, the better.

_"Miss Rogers is on her way up," _JARVIS informed them, and Bruce's eyes widened.

"Clint - lights!" he hissed, and Clint picked up the nearest lean object (a pencil) and threw it towards the light switch, which switched off immediately.

"You guys know that JARVIS is here for something, right?" Tony grumbled, but hid behind the sofa anyway. Everyone else ducked behind different hiding spots, some even twisting into weird positions to hide their bodies. Peter looked around, panicked. Every hiding spot that wasn't see through was taken, and he had nowhere to hide. Thinking quickly, he shot a web to the ceiling and plastered himself to it, breathing heavily.

Soon after, the elevator doors opened, and Gwen stepped out. "- that's great, JARVIS, and also tell Tony to - where is everyone?" She looked around, confused. "Why is it so dark?"

There was a moment of silence before everyone jumped up and the lights switched on. "SURPRISE!" everyone save for Tony shouted (he had yelled for JARVIS to switch on the lights). Clint and Bruce pulled on some party poppers, and streamers exploded from the tiny devices, covering Gwen from head to toe with colourful bits of paper.

Peter laughed as Gwen met his gaze, realising that he had set this all up for her, and a huge grin split across her face. She ran to him and threw her arms around him, hugging him tight.

"Thank you," she whispered in his ear, before Clint grabbed her waist and pulled her off him, protesting that he hadn't gotten a hug for himself.

The day went by smoothly, to the pleasure of Natasha. Gwen had been delighted to see the presents they had gotten for her, and thanked each and every one of them. Then, they all gathered around the dining table for dinner, which Pepper had joined them for. They then settled down in front of the HD flat screen TV to watch Gwen's new obsession - Doctor Who. Peter sat in a lone armchair behind the rest of them, smiling contently. He loved the feeling of having a family again - he hadn't had one for a long time.

They were halfway through _Flesh and Stone _and were at the part when Amy was assaulting the Doctor, when Gwen rose from her beanbag in front of the TV and plopped down on Peter's lap (everyone, including Steve, had dozed off). "Thanks for today," she murmured, her blue eyes bright. "I really loved it."

"No problem, Gwennie," Peter grinned, pecking her nose. "It is your birthday after all."

Gwen snorted at his creative nickname. "You're such a dork," she laughed, swinging her leg over his hips and straddling him.

"You love me for it," he teased, reaching up to stroke her cheek.

"I guess that's true," she mock-sighed, gazing down at him lovingly. He smiled softly before capturing her lips with his softly.

"Ugh," came a sound from in front of them, and they broke apart to see Clint glaring at them. "Stop," he whined.

Gwen laughed and swung her legs together so that they were in a less compromising position. She curled up in a fetal position against Peter, snuggling against his chest. It was moments like this when Peter completely cherished his life, and thanked God that he had met her.

* * *

Peter harrumphed for the hundredth time. "This is so annoying!" he whined.

He and Gwen were stuck in his car. They were supposed to be inside their motel for the night, but instead, they were stuck in the typical Orlando traffic.

"We're supposed to be up early for Universal Studios tomorrow!" he complained. "It's nine o'clock! We've been driving for four hours!"

Gwen sighed, silently staring out the window. She had learnt the hard way not to talk to Peter when he was annoyed at traffic. However, she perked up when she saw the sign of their motel. "Pete?" she called, turning to him from her passenger seat.

"What?" he grumbled, pouting.

Wordlessly, she pointed to the sign of the motel, and Peter immediately brightened. "Yay!" he grinned childishly, and cleverly cut into an alleyway that would take less time for them to get there. Soon enough, they drove into the driveway of the motel and parked the car.

The two of them got out of the car, sighing and stretching their limbs. They had gone from New York to Orlando without stopping, and were quite sore. Peter opened the boot and grabbed both of their bags, waving off Gwen's protests that she could carry her own bags.

"You're the birthday girl," he reminded her, "and tonight's your special night."

She scoffed. "There's not going to be much of a night," she reminded him, grabbing the keys from him and locking the car. "We need to get up early tomorrow, after all."

She walked first to check in, and Peter let himself have a moment. He had continuously shot down any idea of them doing anything tonight - and by anything, he meant stuff that her parents would scream at him for. He told her time and time again that they had to get up early to go to Universal, that it was straight to bed for the both of them until she sighed in frustration and accepted that nothing would be happening tonight.

He reached into his pocket to check if he still had the packets, and felt them safely zipped up. Of course, Peter hadn't had much of a chance to... do stuff, seeing that he wasn't that popular and didn't have that many friends, much less girlfriends. He had never done _it _before, and he was really nervous about it. He had asked Gwen if _she _had, and was relieved that she hadn't either. But there was never really a good time, with her overprotective parents and all - until tonight. The thought sent shivers running through him.

He would make it perfect for her first time. It had to be, he thought to himself, determined. _I love her and she loves me, _he reminded himself, _man up, Pete. You've already talked to her about this, you both want each other. Man. Up._

He took a determined breath and walked into the building, collecting himself. Gwen was waiting by the elevators for him, and straightened up when she saw him. "Where have you been?" she questioned, pressing the button to call the elevator.

"I dropped the bags," he said apologetically, and she gave him a weird look. The elevator _dinged _and they both stepped in, Gwen pressing the floor they needed to get to.

Soon enough, they both found themselves in their small room. Gwen sighed and shrugged off her jacket, plopping down on the big double bed - they had spent so many nights just sleeping next to each other that it wasn't awkward at all. But this time Peter couldn't help but feel extremely awkward as he shrugged off his own jacket and put down the bags. He felt a flush creep up his neck as he saw Gwen lying there, splayed across the bed, and thought, _by the end of tonight she'll look like that - except without clothes. _He blushed a deeper red as the thought of Gwen naked crossed his mind, and wondered if he would be like this the whole night.

Gwen rolled over to make space for him and patted the space next to her. "Come on," she smiled, "sleep."

Peter didn't know how to do this. He wanted this very, very much, and had imagined the night in so many different ways - but he didn't know how to initiate what would - hopefully - happen between them. "Umm..." He scratched the back of his neck awkwardly.

Gwen frowned. "What's wrong?" she questioned, sitting up.

"Nothing I just... I just really love you," he shrugged helplessly, giving her a tentative smile.

She smiled in response and crawled to the edge of the bed, getting up on her knees and pulling him by the shirt so that he stood directly in front of her. "I love you too, stupid," she laughed, pressing her lips to his.

_There! _Peter inwardly cheered, knowing it would be easy to let her know what he wanted for them after that. He rested his hands on either side of her waist, and leaned against her, pushing her against the bed.

"Peter!" she giggled, but he silenced her by kissing her again, this time more urgently than before. Gwen noted the sudden change in his demeanor - how his hands were travelling up her body and how his lips crashed against hers with so much need. He pressed against her slightly, making her moan.

"Peter," she gasped, but she was silenced by the look in his eyes. His eyes were heavily lidded and his pupils were dilated, and she could hardly see the brown colour of his eyes. And suddenly she knew what he wanted - what he had been trying to deflect for the whole day. He wanted this for them after all.

So instead, she kissed him again, this time running her hands up his shirt and feeling the smooth planes of his chest. He groaned in her mouth and jerked his hips against hers, making her break their kiss to gasp loudly. He stared down at her intensely, and her breath hitched at the look in his eyes. He was looking at her like she was the only girl that he loved, needed, cherished in his life. He looked at her like she was his survival and his light, and like she was the sexiest woman in existence. She felt a hot surge of pleasure in the lower part of her body at the sight in his eyes.

"Before this goes any further," Peter hesitated, "I just really want to do something first." Without another word he got off the bed and reached into his jeans pocket, looking nervously at her. "I know this is a little early and all, but I just -" he rambled, taking out a red, velvet box. She sat up to be able to look at him.

Gwen's heart skipped a beat at the sight of the box. "Is that... what I think it is?" she whispered, a smile breaking across her face as she covered her mouth with her hands.

"Umm," Peter said unsurely, looking at the box in his hands. "Yes?" he asked.

Gwen stared at him for a while before he said an "oh!" and got down on one knee, flipping open the box. "Gwendolyn Rogers?" he asked softly, kneeling in front of her. "I love you and promise to love you for as long as I live. You're my best friend, my soulmate and my one true love. You've introduced me to a family again and made me love and be loved. Gwennie," he whispered, grinning up at her, "will you be my Mrs Spider?"

Gwen was blown away. She had thought about marriage, yes, but didn't expect Peter to pop the question so early on. Nonetheless, she did love him, and he made her feel whole. He was the only boy who had ever made her feel properly loved, and she just couldn't express her feelings towards him. She laughed at the sight of him anxiously waiting for her answer, and immediately felt bad when he frowned.

"Okay," he muttered dejectedly, looking down. "Sorry, I know it's early and all that -"

"Shut up," she whispered, getting up and kneeling in front of him and kissing him softly. "I love you too. You're my world and you have my heart. I don't know what my life would be without you and yes, I would love to be your official Mrs Spidey," she responded, smiling at him.

Peter's face immediately broke into a huge smile that took her breath away. He practically glowed as he grabbed her hand and slipped the ring onto her finger, kissing it as he did so. "A perfect fit," he beamed, kissing her again.

"Yeah, we really are a perfect fit," she agreed, and he shut her up by picking her up, throwing her down on the bed and pressing his mouth against hers.

And for that night, she completely let herself love and be loved by Peter Parker, knowing that he would love her for the rest of her life, and that they would always have each other. And when they were finished and he was lying against her chest, snoring softly, she let herself bathe in the fact that he would always be hers, forever.

* * *

**Basically that means they had sex, woohoo! **

**Wow, so that's it! The end! Yes, it was quite crappy but I just can't write smut. I get all flustered and embarrassed and I just can't. **

**Thank you so much to everyone who has stuck with me until the very end - especially my faithful reviewers. You guys kept me going and made me want to finish this off, even though with the last few chapters I had been ready to stop with this story. Your reviews, story alerts, favourites and subscriptions kept me going - so thank you for that. I hope you've enjoyed this story as much as I have!**

**Thank you for reading this, once again, and cue the applause because this is my first successfully finished fanfic! Yay!**

**Stick around for my other stories - I hope to see familiar names in my inbox! Thank you for your support once again and goodbyee!**


End file.

Avengers, Spider-Man, Friendship, Romance