I wrote this on impulse one night, after watching the first Spiderman movie again. Sorry if the characters seem a little OOC. I don't own Spiderman. If I did, after all, that would be awesome. Male on Male, don't like don't read.

Harry hurried down the alleyway, jacket pulled up over his head. The rain was soaking him, and he shivered, the chill shaking him to his core. he had to get out of the cold, and quick. He couldn't get sick; he had a date with MJ tomorrow. He started to jog, desperate to escape from the freezing rain. "Hey, pretty boy, wanna have some fun?"

Harry whirled around, surprised that someone else was out at this time. He wished he hadn't, though. A tall, burly man was standing before him, covered in a thick overcoat. A silvery glint caught Harry's eye, and a gasp escaped his wet, purple lips. The man had a switchblade in his hand.

"P-please don't. I'll give you anything you want, I have money, just please, please don't hurt me." It came out as almost a whisper.

The man shook his head profusely, a grin spreading to his face. "I don't want your money; I want your sweet body." Harry began to yell, just short of petrified. "Help! Please, Somebody Help Me!" Tears started to flow openly from his eyes, and he squeezed them tight. The rain continued to bear down, a thunderclap booming. And Harry began to prepare for the worst. After what felt like hours but couldn't have been more than half a minute, he opened his eyes hesitantly. The man was bound and gagged, though not by rope or cloth. He was coated in a shimmery white substance, and was futilely struggling to break free. Harry stepped closer to the man, perplexed. He reached out; brushing a finger against the white coating he found it to be quite sticky. He furrowed his brow. That was when he was hit by a truck.

Or, at least it felt like it. One second, his feet were planted firmly on the ground, and the next, they weren't. He looked at the masked figure, soaring through the air with one arm around Harry, and the other grasping a thick silk strand. The red and blue costume was stretched taught over his bulging muscles. Harry blushed as he felt himself getting half hard. 'Come on, now's not the time.' He had always had a bit of a crush on the vigilante that protected the city, one that only his two best friends knew about. When MJ found out he was bisexual, for a week or two she thought that Harry lusted after every guy he looked twice at, but after that she accepted her boyfriend's sexuality. He accepted himself as well, and MJ also had a crush on Spiderman so it was fine with her.

Back to the matter at hand. He was pressed close to Spiderman, and was sure that the superhero could sense his growing arousal with some sort of spider-power. All of a sudden, the pair stopped short, and the hero lowered Harry carefully to the ground. Hanging from a fire escape, Harry admired Spiderman's physique closely, eyes shifting from his lean yet muscled legs, down to his bulge, noticeable in the skintight suit, across his toned chest, and eyes final stopping at his head. Harry had a thing for guys with strong jaw lines, like a really big thing. "You know, you have a really nice jaw." Harry's eyes widened, he couldn't believe that he just said that.

"Thanks, you're pretty handsome yourself." Harry felt the blush on his cheeks before he could hide it, and he looked up nervously. "Could I kiss you?" A chuckle came from the masked figure. Harry reached out a hand, and slipped a finger under the seam of Spiderman's mask. Gaining back the confidence that he normally possessed, the brunette peeled the mask from the sweat-and-rain slick skin, exposing a gorgeous pair of lips. Leaning in, he took a deep breath before he pressed his lips to Spiderman's. A spark ran through Harry, and he realized he might never let go of the lips on his. He needed them, forever. He pressed his tongue to the other man's lips, begging for entrance, needing it more than anything. Spiderman's lips parted, and Harry pushed his to tongue inside. The taste was bold and sweet and simple, and Harry couldn't keep quiet anymore.

He let out a deep, throaty moan, and pulled the spider's head closer, arousal in the front of his mind. A need for air made Harry pull away, regretfully of course. "Oh my god, that, that was, that was incredible. You're really good at this. Just, that was the best kiss I've ever had. That was the best thing that's ever happened to me." Spiderman's lips pulled into a smile, and he swiftly pulled the mask over his lower jaw before disappearing into the night. "Wait," Harry screamed into the night. "I need to know who you are!" His call went unanswered, and so he pulled out his phone, dialing the second number on his speed dial, reaching MJ's voicemail. "Hey, we need to talk. Call me when you get this." He ended the call, then dialed the first number, and thankfully got through. "Hey Pete, Can you sleep over my house tonight? I need your help with a problem I'm having." "Sure, just give me an hour, I'm finishing up homework." "Great, see you soon buddy!"

Peter closed his phone, pushing it into the small pocket of his costume. He was sitting on his bed, still clad in red and blue. He sighed, and then began to peel off the skintight suit. He stopped when it was near his pelvis, not wanting to confront the bulge. He took a deep breath, and then rolled it all the way down. He stepped free of the soaked suit, and glanced at himself in the mirror. A muscular, yet lean young man stared back at him, wearing nothing but a pair of white Hanes briefs. He was hard, painfully so, but he tried to ignore the fact that kissing his best friend was the reason for this. It was wrong, he knew, to use Harry's crush on Spiderman to his advantage, but the opportunity arose, and he'd wanted Harry for so long. He willed himself to stop, to not be so damn turned on, but the desire was too strong. Peter lay back on his bed, and thumb the waistband of his underwear. Sneaking a few fingers underneath it, he pulled a finger up his erection, his touch growing feathery as he neared the tip.

A bead of precum leaked from his throbbing member, and he spread it around the head, moaning lightly. His other hand pushed the briefs to his ankles, and he began to stroke faster, letting images of Harry flood his brain. Harry on his knees, sucking Peter off, Harry slamming into Peter, Harry snuggling next to Peter, naked body pressed against his. This image made him rub his cock harder lips almost on accident, but it was there. Peter sunk into his mattress, letting his release pool in his navel, as he caught his breath. Sighing heavily, he dangled his feet over the edge, and reached for a tissue to clean himself up.

Harry opened the door, ushering Peter inside and shutting it behind him. Peter stepped inside awkwardly, removing his coat and setting his bag down. "I'm gonna change in the bathroom, give me a minute?" Harry nodded, and walked to his kitchen. He was clad in a t-shirt and boxers, his usual sleepover-with-Peter attire. He put some popcorn in the microwave, and then jumped up on the counter, sitting with his legs swinging up and down. He was nervous to tell Peter, but also glad, since he knew he could confide anything in Peter. The microwave beeped, so he slid of the precipice, and grabbed the popcorn bag, emptying the contents into a bowl of suitable size. He looked up to see Peter walking through the doorway, wearing a white t-shirt and sweatpants. The shirt was tight, really tight, stretched too tight across his chest, and Harry couldn't help but notice that the sweats stopped above Pete's ankles. "Peter, how'd you get so tall?" Harry stood up, realizing that his short, scrawny friend wasn't, at least anymore. He ran a finger across Pete's chest. "And muscular?"

Peter flushed crimson. "Growth spurt, I guess." Harry smirked, and then turned his attention back to the popcorn, which he grabbed and brought back to his room, Peter trailing behind him. Harry grabbed an extra pillow from his closet, and set it by the headboard of his large, luxurious bed. Pete gulped slowly, and sat on the side of the bed. 'Stop being weird, it's just like every other sleepover. Stop over thinking things. He doesn't like you, he likes Spiderman.'

Peter cleared his throat. "So, what do you need to talk about?" Harry looked at his feet, before climbing into bed next to his friend. "I'm going to break up with MJ." Peter paled, and turned to Harry, meeting his eye. "Why?" He was genuinely surprised.

"Because I cheated. Sort of. At least I think it was cheating. I kissed someone else." Peter's brow furrowed. "Who?" As though he didn't already know.

"Well, you're not going to believe me, but, I kissed Spiderman."

"No!"

"Yes! He saved me from a mugger, and then, we kissed, and it was literally mind-blowing. I can't stop thinking about it." Peter smiled, but quickly buried his joy, keen on not letting Harry see through his facade. "It was better than any of MJ's kisses, they just weren't as, as intense as this."

Peter nodded, trying to understand. "Have you ever kissed anyone, Pete?" The question wasn't one that the other boy was prepared for, it came out of nowhere. "Well, I-I-I, uh...uhm..."

"Little Parker's still a kissing virgin, huh?"

"No, I'm n-" Peter's eyes widened, shocked as he felt Harry's lips press against his own. Harry pulled away, or at least Peter thought he did, but then Harry's lips were on Peter's once more, and he wasn't keen on stopping. Harry forced his tongue inside, and they tasted each other again, only this time it was so much better for Peter because he wasn't freezing, or upside-down. Peter bit Harry's lower lip, just short of drawing blood, and he pulled away from his friend, gulping in air.

Harry's face was a mixture of delight, anger, confusion, and shock. Those all faded into a different, more intense emotion. An unquenchable, undeniable, body-raking, earth-shaking, emotion. Lust. "All this time, my crush has been on my best friend, and you didn't even think to tell me?"

"I'm sorry; I didn't think you'd like me still if you'd known."

"Pete, I've liked you for the longest time. I just thought you were straight." Parker, gaining confidence, reached over to Harry and ran his fingers through the other's delicate, messy hair.

"I'm actually the exact opposite." He leaned into a kiss, this one having more need behind it, more desperation. Peter agilely straddled Harry without breaking the connection between their lips, grabbing both of his hands and pinning them to the mahogany headboard. Peter, in control, began to pull Harry's shirt over his head. Peter gasped as he felt his friend's thick arousal brush against his thigh, and he pushed his matching erection into Harry's chest, craving the friction, needing it. When Harry's chest was revealed, Peter released Harry's hands, working his own shirt up and over his torso. Hands free, Harry moved them to touch the bulging muscles on Peter's body, taking in every inch of him with his sight and touch. Harry inhaled, and could smell Peter, could smell the sweat that was forming in thin layers across his body, and this turned him on more than he could even imagine. He lifted up off the bed, and grabbed Peter's head, pulling him down.

Attaching his lips to Pete's neck, he sucked on the skin, relishing the slightly salty taste. "Harry!" He pulled away, looking Peter in the eyes, brow furrowed. "Did you not like that?" His worry dissolved as Pete grinned, and shook his head. "No, more!" Peter kicked off his sweats, and Harry attacked his neck, sucking and licking, working his way down the other teen's body. When he reached Peter's abs, he paused, then licked each one individually. He looked up at Pete, eyes dark with envy. "Why can't I have abs this nice? These are literally perfect. You're perfect. I just want to fuck you into tomorrow."

"Please! Please Harry, fuck me! You're all I've ever wanted!" Harry got to his feet, bringing Peter with him. Peter was biting his lip, nervous.

"What's wrong?"

"I'm nervous. Harry, I don't know what to do. I'm not...experienced like you. I've never even been naked in front of anyone else." Harry smirked. "I'll be slow, it'll be okay." Harry pulled his boxers down, revealing his thick, leaking cock. A gasp escaped Peter's lips. It was several inches longer than his own, and much thicker. "What do you want me to do?"

"Could you get on your knees?" Peter did, very quickly, and in an instant, he was at eye level with Harry's sizable endowment. "Now, lick it, and then suck." Peter did as he was told. He tentatively stuck his tongue out, and licked the base of his cock, trailing upwards, until he reached the head. He opened his lips, and placed them over Harry's head. He began to push down farther onto Harry's erect cock, and hummed. Harry faltered for a second, eyes shooting open, and arched his back, pushing his hips out, shoving his cock deep into Peter's mouth.

"Oh my GOD!" Harry swiped a hand down his sweat -covered body, sliding through the hairs leading to his crotch and brought it to the back of Peter's head, pushing him further down onto his penis. Choking up a little bit, Peter pushed back, sliding Harry's cock out of his mouth, and stood up. "I can't have you choking me up Harry, can I?" Peter pushed Harry's arms against the wall, and webbing began to flow freely from his wrists, binding Harry's to the wall, and he kissed the boy deeply, before he slid back to his knees, licking and teasing all the way down Harry jerked his hips forward as Peter's head reached his crotch, but Pete was prepared for this, and he pressed his palm to Harry's slightly toned chest, letting the web fluid, sticky and pearlescent, escape from within, restricting Harry's hips to stay stationary while Peter continued with his ministrations.

The less-experience boy swallowed his friend's penis down as much as was comfortable, then began to bob his head up and down. "Oh, FUCK, PETER!" Harry couldn't stop himself, the pleasure too immense, too all-consuming. "OH FUCK, I'M GONNA CUM!" Peter stopped, too soon for Harry to finish, and they sat there, panting, until Peter was ready for the next step.

"What now?" he asked, as he carefully freed Harry from his webs, slicing through them with the microfilaments that coated his fingertips. Harry ran a hand through his hair, and looked up at his friend, grinning. "Lie down on your back." Peter quickly complied, and Harry positioned himself between Peter's legs, and continued to speak. "I'm going to prepare you now, it's going to be painful, and if it hurts too much, just let me know." Peter nodded, and then waited, patiently.

Harry rushed to his bedside table, fumbling around for a bit, and came back with a roll of condoms and a bottle of lube. He squirted the lube onto his fingers, and then slowly began to push one into Peter's entrance. "Does it hurt?" "No, it's just a little bit weird. I have a high tolerance for pain, ever since I got my powers." Taking this as an invitation for more, Harry pushed another finger inside, scissoring them, further preparing Peter. Peter moaned slightly as Harry brushed against his prostate, and pushed back onto Harry's fingers. Harry pulled them out, and started to roll a condom onto his cock. Peter grabbed his wrist, momentarily stopping him.

"Are you clean?" Harry nodded. "Then we don't need it. I want to feel you feel all of you." Harry nodded, and threw the half-unrolled condom to the floor. He placed the head of his member at Peter's entrance, and slowly pushed in. The boy broke out in a sweat, perspiring heavily as he abstained from pushing all the way in all at once.

But damn, Pete was so fucking tight, so fucking hot, so fucking perfect, Pete fit him like a glove, like they were fucking made for each other.

Harry pressed and pressed until he was completely sheathed, wholly inside of Peter. And Pete started fucking himself onto Harry's cock, lurching forwards and backwards, and he leaned up, grasping at Harry's back, and suddenly, he was lifted from the bed, arms and legs tight around Harry, and Harry's arms supporting Peter's weight, and Peter let out a moan when Harry began to lift him and then let him go. Harry was impaling Peter, impaling him on his cock, and wow, Peter couldn't imagine himself more elated.

Over and over, harder and faster and FUCK, that felt so good. Peter was nearing completion, and he hadn't even touched himself, but Harry was fucking him so well, hitting his sweet spot, and that was it. Peter was done, he was fucking finished. He arched his back, then curled up against Harry, muscles clenching, knuckles whitening, Peter loosed a wail as the orgasm shook his body, and trembling, he bit into Harry's shoulder to stifle it. Thick ropes of semen shot out of him, spraying everywhere. The force of his orgasm was enough to propel some of his come onto the ceiling, but most ended up on Harry's face and neck. When Harry felt Pete's warm seed on his cheek, he knew it was all over, the arousal just too much. He thrust once more into Pete, and he came. Stars burst and the universe flashed before his eyes before Harry closed them tightly and CAME, thighs clenching and hips thrusting up as deep as he could go, and he just EXPLODED into Peter, his cum filing the other boy up, filling him completely and totally.

Harry gasped when he came, which quickly transformed into a strangled sob, and he backed onto the bed, still deep inside Peter. He began to pull out, and reached for some tissues, where he began to clean the two off. "Peter, was that good?" They were both still out of breath, and it took a few seconds before Peter was composed enough to respond. "Yes, Harry, that was perfect." Lying there, for at least an hour, they just explored each other's bodies with their fingers. Harry thought that Peter had drifted off, so he grabbed a blanket and covered them both. He kissed the other boy o the cheek, and whispered quietly, almost low enough so that he himself couldn't hear. "I love you Pete. I love you so much." He was surprised by Peter, still awake, who turned to face him. Snaking their fingers together, he smiled. "I love you too."

Peter awoke the next morning to the smell of bacon, and he grinned. Pulling on his underwear and sweatpants, he stood up, stretching his back. He walked down the hall and into the kitchen, glad to see Harry, standing over the stove, shirtless, frying pan in hand. Peter walked up behind him and spun the other boy around, pulling him into a deep kiss. When he pulled away, Peter couldn't stop smiling. "You know, I'm really glad you told me you have a crush on Spiderman." Harry flushed, uncharacteristically so. "I'm just glad that Spiderman's in love with me."

So I'm not sure if I should continue this or not, let me know what you all think in the review section.