'You're ass looks hot in that spandex, Spidey. You been working out?'

Peter jumped. Flash Thompson's face was emerging from the Venom symbiote: his blond hair, ice blue eyes, square jaw. Sometimes Peter still forgot that Agent Venom was Flash Thompson, the boy who for years had taunted and bullied him. It was strange being on same team with Flash, strange to be cheered on, complimented by his former enemy. Of course, Flash didn't know who he really was. Flash just thought of him as a super-hero, the great Spider-man, but it was still weird, like stepping into a parallel universe – Flash, Agent Venom, and Peter, Spider-man, friends, impossible and yet so. Flash's bullying at school had come to a complete halt too, and not just for Peter but also for every nerd and wimp and outcast that ever circulated through Midtown high. After the incident with Rhino, it wasn't surprising.

Peter, Flash, and Luke Cage were standing on the sidewalk outside of a bank, the site of yet another super hero vs. minor super villain skirmish. It was half way through October. The wind was coming on strong and chilly. Peter hadn't noticed it when he was fighting, but standing still, he was beginning to feel it creep its way through his costume's thin material.

'No more than usual,' Peter said, trying to shrug off the comment. He glanced over at Luke, who looked oddly tense. His shoulders were squared and stiff, and his forehead was furrowed above his dark sunglasses. If he were a dog, his hair would be standing up on end.

'Well, keep up the good work,' Flash said, grinning. He gave Peter's ass a quick swat.

Peter thanked God his mask was still covering his face because he was blushing so hard now. He took a step back. 'Ah, thanks. You have…nice pecks. I mean abs…I mean both I guess.'

Luke cleared his throat. 'Okay, guys. I think it's time someone went home.' He eyed Flash. 'We wouldn't want your parents worrying.'

'Nah, it's chill,' Flash said, 'my dad's gone for the week on a business trip, and my mom's at one of her clubs until nine. You guys wanna hang out?'

Luke raised an eyebrow. 'We have homework,' he said, at the same time Peter said, 'Sure.'

'Awesome!' Flash said. He wrapped an arm around Peter and gave his shoulder a squeeze. 'Where you wanna go? We could do my place, or your place, or go somewhere cool you know of. I mean you must know all the cool places, you're Spider-man.'

'Huh, yeah,' Peter said. 'I mean I usually just hang out on rooftops.'

'That is so awesome! We should totally do that. Just grab some grub, and get up there.'

'I don't think that's such a good idea,' Luke said.

'Why not?' Flash whined.

'Because,' Luke said, crossing his arms, 'you're Midtown High's star quarterback hanging out with Spider-man. Our school already has enough problems. Another slip-up, and we might just get that building and its staff and students blown to bits.'

'What if I just keep the symbiote on over me?'

'Not a great plan either. Venom hasn't got the best rep. The whole thing about hanging out is not having to worry about watching your back. Besides we have an assignment to work on.' He pulled Peter away from Flash. 'Come on.'

Peter looked over his shoulder at Flash. 'Sorry, man, maybe another time.'

'Yeah,' Flash mumbled, 'another time.'

'What was that?' Peter hissed, when they had gone out of hearing distance.

'What do you mean?' Luke kept his arm wrapped round Peter's shoulder.

Peter pulled away to face Luke. 'You were so rude back there. Flash is our teammate. It's our job to encourage him, not trod him to the ground.'

'I thought my points were reasonable. I'm just trying to protect him, and our school.' Luke kept walking, increasing his strides so that Peter had to half run to keep up with him. Tall people, Peter thought.

'And that's all?'

'That's all.'

Peter kicked a pebble. 'You sure you're not being just a teensy bit jealousy?'

'What gave you that idea?'

'You were looking kind of murderous.'

Luke shrugged. 'I just don't really like the guy. He's a jerk.'

'He's trying to improve, and we have to help him.'

'Well, why does it have to be you? Why can't someone else on the team be his special buddy?'

'You are jealous.'

'Am not.' Luke stopped walking. 'Okay, maybe I'm a little jealous, but he was totally flirting with you, and you said you liked his ab/pecks.'

'So, Harry and I flirt all the time. You never seem bothered by that.'

Luke shook his head. 'Yeah, but Harry's like one hundred and ten percent straight and kinda scrawny.'

'Harry's not scrawny.'

'Well, compared to Flash he is, and Flash, he's popular and handsome, a football star, and now he's a superhero on top of them, and come on, you've told me you think he's hot before. You even said you might have had a crush on him.'

'That open honest discussion is coming back to bite. I knew it,' Peter muttered.

'And I see him hitting on you, and I remember, I'm nothing really special. Not popular or cool or some super football player, not even a really smart guy.'

'Stop!' Peter said. 'You are special, to me especially. You're super kind, super sweet, super loving, super-super. I think you're cool, and you're popular with your friends that matter. And as for being smart, well, you did pick me as your boyfriend.'

'I'm beginning to question how smart that was,' Luke said. He was trying to keep a straight face, but there was a twinkle in his eye.

'Oh, come one, you're not going to break up with me over a little harmless flirting.'

'He touched your butt.'

'So? He's a football player. They do that all the time.'

Luke wrinkled his nose. 'Do they? Yeah, I guess they do. I should really rethink my career choices. I mean that sounds like a solid deal, money, fame, and touching other hot guy's butts.'

'Well, you've got the physique for it,' Peter said, 'but please stop, you're starting to make me jealous.'

'Yeah?'

'Yeah.'

Luke smiled. 'That was my intention.'

Peter punched his arm, grinning from ear to ear.

'You want to grab some pizza, Spidey?'

'I would love that, Power Man.'