"I'm making a list," says Gwen abruptly. It seems to startle Peter, who has been seated on the floor with his chemistry textbook on her glass coffee table, diligently doing his homework in silence. She looks down at him from her seat on the sofa, meeting his eyes.

"A list?" he prompts, his tone slightly annoyed. He's still mad at her, or maybe mad at their situation. After yesterday's near-death run-in with the Green Goblin...well, it had been a closer call than Gwen is used to. Peter's web had only just managed to catch her after the Green Goblin threw her out the window, and Gwen knows that Peter must still be revisiting that moment of desperation in which he didn't know if she would live or die.

She knows that because she's revisiting that same moment, too. All day, since yesterday, and she hasn't been able to eat or sleep or think or practically breathe because her mortality is so consuming. Teenagers are supposed to feel invincible, so she's heard, but she's never felt more vulnerable. Peter is mad because despite his best efforts to stay away from her romantically so that she'd stay away from his superhero life, Gwen still got in trouble. After six months of being friends and nothing more, Gwen has still had more close encounters with death than any normal teenager should.

So Peter is mad. And Gwen? Gwen is just afraid. She doesn't want to meddle in Peter's Spidey-affairs. She doesn't try to be almost killed. And, god, she hates being the damsel in distress more than anything. But it's not as if she's a physical match for an insane, genetically altered man in a goblin costume. No spider has ever bitten her.

That's why she's been compiling a list.

"What's on your list?" Peter asks.

"Things that I want to do," Gwen says. She doesn't intend to be vague, but she's nervous, and she wants him to pick up on it right away.

He doesn't.

"Sounds like a really big list," says Peter. He lets himself drop the annoyed tone and smile as he lists off things he imagines must be on Gwen's to-do list: "Publish a scientific journal, go skydiving, build a chocolate house..."

"I can't believe you remember that," Gwen says, laughing. "But no. It's more like...experiences I want to have." She can see that she has peaked Peter's interest now.

"Like what?" he asks.

"Like..." Gwen looks down at the notebook in her hands, flips to the page containing the list. "Get drunk," she reads. "Go to a raucous party. Be in a play. Stuff like that. Teenage experiences, mostly."

"Why make a list?" Peter asks. "Can't you just...do them?"

Gwen nervously runs her thumb along the spiral binding of her notebook, chewing her lip. "What if I don't...get to them?"

"You will," Peter says. "Why wouldn't you?"

"Peter," says Gwen. "I'm not like you. I don't have super strength or reflexes or healing capabilities. I can't sense danger before it happens to me."

"You don't need a list, though, Gwen," Peter says, his smile completely gone. "You're smart and you're capable. You can experience things on your own time."

He doesn't tell her she's not going to die, and that's how she knows for sure that he shares her worries.

"I'm not invincible, Peter," she says. "I just...wanted to make a list to try to experience these things now. While I can, in case there's ever a time where...I can't."

Peter swallows. She rarely sees him looking this angry, worried, vulnerable. They never talk about Gwen's mortality - or Peter's. What is there to say? He risks his life almost every night, trying to protect the city. She gets in the way sometimes. His death would be martyrdom; hers would be collateral damage. She stopped caring about where her place was in the world a long time ago - she leaves that up for Peter to do. Now she just cares about having a place in the world at all.

"Can I see your list?" Peter asks, getting up and sitting next to her on the couch. Gwen knew he was going to ask, but she blushes anyway as she hands it over. He's going to see everything she wrote, and there's one thing in particular on the list that concerns him more than the others. She has no idea how he'll react.

He reads bits and pieces of the list out loud, commenting here and there. "To do," he reads. "Get drunk...go camping...dance around in my underwear?" he asks, looking up at her.

"They do it in movies and it seemed fun," she explains. "Actually, I did that one earlier today. It was fun, but more exhausting than I expected it to be."

They share a laugh, and then Peter turns his attention back to her list.

"To do," he reads, picking up where he left off. "Peter."

Then he stops, looks at Gwen, looks back at the paper. Gwen can practically see the gears turning in his head. "I don't understand," he says, although she knows he does.

"Yes, you do," she says. "I don't want to die a virgin." She's never been quite this blunt with him before, and if she didn't want this so much she would be squirming in her seat, uncomfortable.

"Gwen, that's ridiculous," says Peter, looking back at her. "You're not going to d-"

"I'm not invincible," Gwen says, repeating herself from earlier. "You know that."

Peter sighs. "You're beautiful, Gwen. And smart, and talented. There are other people who are lining up to give you that...experience. To be on your 'To Do' list."

"I don't want them," Gwen says. It's the closest she thinks she may ever get to telling him that she loves him, that she only wants him. Six months of being just friends hasn't changed that. Near-death experiences practically every other week haven't changed that. Peter's standoffishness toward her hasn't changed that. She wonders if anything will ever change the fact that she is in love with this ridiculous boy. "Peter," she says. "Please."

Peter sighs again, stares at her. She watches him, tense, as his resolve visibly starts to fade. "Why would you want me?" he asks.

"Why would I ever want anyone else?" Gwen asks, her voice a mere breath, her heart pounding. This seems to be the right thing to say, because the next thing she knows, Peter's lips are on hers for the first time in half a year. It's like coming home, or maybe the opposite. Leaving home for an exciting new place, like the takeoff of an airplane, the sharp swooping feeling in her stomach, the knowledge that nothing quite familiar is happening, and nothing is going to be the same now.

It's like that. Because Peter's lips feel different on hers than they used to - they're more rough, more insistent. And his hands, when they come up to meet her waist and pull her closer to him - they're insistent, too, commanding rather than beckoning for her to close the space between their chests.

She pulls back slightly, playfully bumping her nose with his to try to ease the tension that has so quickly built up. Or maybe this tension has been accumulating for six months, and she's only now noticing it. Or maybe she's noticed it but has never commented on it, and now that they're doing this there's nowhere for the tension to go without comment.

So she says, "Easy, bug boy" for the first time in six months, and she opens her eyes to see the silent laugh on Peter's face.

"I've missed this," Peter says, surprising her with his candidness.

She smiles. "Me too." She leans in to kiss him once again, aiming for a soft brush of her lips on his, but clearly that's not how it's going to work out today, because his lips meet hers with the same amount as intensity as just before.

And now she realizes - there's nowhere for this tension to go but up. So there's nothing to do but let it stay this heated: tongue against tongue, crawling all over each other, hoping for some kind of release.

Her mom's out at work and her brothers are at a Boy Scouts event, and the house will be empty for at least a few hours, and Peter's hands are pulling at the bottom of her sweater, and she knows that there's no way she's going to let this opportunity pass without getting that release. She's already wet just from the anticipation of it, and they're still fully clothed and barely touching where it matters.

She straddles him, her lips never leaving his as her legs plant on either side of his hips, and she has to push him down toward the back of the couch so that she can keep kissing him while her hips rock into his. He is already half-hard, and it doesn't take much at all to coax him the rest of the way. Her hands tangle in his hair, her arms wrap around his neck, her tongue slides against his, her pelvis rocks against his, her thighs flex where they meet. His fingers creep under her sweater to splay out on her lower back, his chest moves forward to press tighter against her. She can feel the strange texture of his fingertips dragging along her back, rough and sticky like a cat's tongue. It's like he's scratching her back with the lightest of touches, but it doesn't hurt - it sends chills all over her body, makes everything feel more sensitive. She wonders if he's doing that on purpose.

Peter's hands begin to creep up further under her sweater, halting at a sensitive spot at her ribs. Gwen takes this as a hint, breaking off their kiss for long enough to grab the hem of her sweater and pull it up and off.

She watches Peter's eyes widen and take her in. She glances down to see that, thankfully, she is wearing her cutest bra today, a royal blue number with a front clasp. How convenient, she thinks as Peter's hands find that self-same clasp and fumble to undo it.

As the bra falls open, so does Peter's mouth. Gwen bites her lip to keep from laughing at his reaction to her body, reminding herself that she'd felt that same awe the first time she had seen Peter shirtless too (although that awe had needed to be stifled, since he had also been wounded and bleeding at the time, and that had been the more pressing matter). Instead of laughing at it, she takes his momentary stupor as an opportunity to pull his shirt over his head.

If the mood were any different, Gwen might pause to comment on how fast this is going. As it is, Gwen is having no trouble keeping up with the pace. She's having more trouble keeping her hands off of Peter. And Peter, for all his awe at her newfound shirtlessness, is staring at her with enough intensity that none of this feels silly, none of it feels wrong or even fast-paced. Hours could go by with Peter looking at her like this, she thinks, and it would feel like a moment. The whole world could pass her by, the stars could all go out, and Gwen wouldn't notice. She could be stuck in this stand-still moment with Peter forever.

But time progresses more naturally than that, and so she stays a part of it. The moment passes when Peter pulls her back to him and kisses her once more. Another moment she'd gladly experience forever, and another moment that she reluctantly feels pass when his lips leave hers to brush the curve of her jaw instead.

Suddenly it doesn't feel like they're going fast enough - she wants to experience it all, feel him everywhere, and he's kissing her with a slow kind of intensity that makes her squirm. She covers his hands with hers, drags them upward to cup her breasts, and oh. His little fingers lightly stroke the sides of her breasts, the sticky whorl of his fingerprints catching on her skin before letting go. She arches into his touch, and his thumbs move to brush over her nipples in compliance. She moans quietly into his ear, bucks her hips into his.

He does it again, his fingers more firm in their movement this time. She moans again, louder, throwing her head back. He kisses her newly exposed neck, just by her ear; and then he kisses the meeting of her collarbone and her shoulder. And he keeps kissing her, down her body, until he has to duck his head down to kiss her chest, and she has to lift her hips off of his to let him reach further.

Lightly sucking on the area of her chest just over her heart, Peter quickly flips their positions so that she is lying with her back on the couch, and he is on top of her, still between her legs. She gasps at the rapid movement, reflexively squeezing him closer to her with her legs. But now he wiggles out of her grip, lower onto her body, his face level with her breasts. He plants a light kiss to one breast, finds a nipple with his lips. Her toes curl, her foot drags along his calf, her hips buck. He moves his attention to the other nipple, sucking and lightly biting, kissing her between her breasts, trailing his fingers around both nipples in a circle without touching them again.

She wants more, and she lets that slip, a hoarsely whispered syllable that she isn't sure she hears. "More." But he apparently does hear it, because a second later his fingers are on her nipples again, rubbing and then softly squeezing in a pattern that has her moaning and sighing.

And then his hands are leaving her breasts and travelling further downward, his mouth following in their wake.

How can something moving so fast feel so tender after having spent so long without feeling any kind of real emotion from Peter at all? Gwen hasn't said anything beyond a few pleas, and Peter hasn't yet said anything at all. But they don't need words, she thinks. Not now. No, the message is clear, when Peter's hands find the zipper of her skirt and drag the zip down, drag the skirt down, drag her panties down and off. And his textured fingers come back up to touch her between her legs for the first time.

Today is a day of many firsts. This is the first time she has ever felt anything like this - another person's hands touching her where previously only hers had ever touched. Peter pushes one long finger into her and curls it slightly, the strange sticky texture of his fingerprint inside her making her extra sensitive. A second finger joins the first, sliding in and out on a curved angle, and she's moaning again, and she's whispering words, and she has no idea what she's saying, but maybe it's his name. She knows she's not going to last very long even though he's just started touching her like this, and when his lips come down and kiss her between her legs, when his tongue flicks against her clit and sucks and flicks again as his fingers continue to slide in and out of her, she's crying his name out so loudly that she's sure the neighbors can hear it, but it doesn't matter because her toes are curling and her hips are bucking as the most powerful orgasm she's ever experienced hits her like the waves of a stormy sea, crashing over her and pulling her under and back over again. It's almost too good.

It takes her a minute to fully compose herself, and when she does, she drags Peter up and kisses him. Oh. She can taste herself on him, and maybe she should find that weird, but instead she finds it erotic, and she already wants more of him. Does it make her selfish, that she already wants another orgasm and Peter hasn't had any yet? Well - she can change that.

Still kissing Peter, she feels for the button on his jeans and pops it open, unzips his pants slowly. He helps her shove them down his hips along with his boxers, and suddenly a whole lot more skin is touching her, and she has to pull back from kissing him so that she can look at his lithe body.

It occurs to her that there isn't a whole lot of space on this couch, and she's not sure if she wants to do it here, knowing that her family sits on this sofa, knowing that her own father once sat here. The thought makes her uncomfortable, and she whispers, "Can we go to my bedroom?"

Peter nods and climbs off of her. She picks their clothes up from the floor and stands up.

"In case someone comes home and we're still -" Gwen says in an explanation.

Peter nods and grabs her hand. "Come on," he whispers urgently, pulling her in the direction of her bedroom. Gwen follows, glad Peter is leading the way, because she would be walking straight into walls if he weren't holding her hand right now - her eyes are so busy lingering on his body, places she's never seen before. She walks just behind him, admiring his beautifully sculpted butt. She wonders if he would mind terribly if she grabbed it at some point today.

She still hasn't taken a very good look at the front of his naked body, and so when they get to her room, she drops her armful of clothing, closes the door, and presses him against it. She kisses his collarbone, her hand reaching down to touch his cock for the first time. And then she pulls back - her lips, her hand, everything - and steps away.

She looks at him. His half-closed eyes, mouth open in the ghost of a moan, hair even more all-over-the-place than usual, hands held in front of him right where her waist had just been. Her gaze falls to his hard cock - in a few minutes, it's going to be inside of her. She's not nervous. He has already seen her naked, has already watched her come. He's seen her cry and he's seen her nearly die. She's a little worried that it might hurt at first – having Peter inside of her – but she isn't worried about sharing this part of herself with him. She's already given him everything else.

"Come here," she says, lying down on her bed. Peter obeys but pauses right before lying down next to her.

"What is it?" she asks.

"I just," he says, "want to take my socks off."

"Oh," Gwen says with a laugh. He makes quick work of removing his socks and then climbs into bed with her, his hands moving to stroke her cheeks automatically.

"I don't have a condom," Peter admits.

"I'm on birth control," says Gwen, "For cramps, but it still serves the same purpose. We should be okay. I mean - you're clean, right?"

Peter nods. "I've, umm...never done this before."

Gwen grins at him. "So we're fine. Are you sure you want to do this?" She hates that she's giving him an out, especially now, but she doesn't want tonight to be tainted by Peter's regrets.

Peter smiles tenderly at her. "Yeah," he says. Gwen has never heard such a casual word uttered with such intensity. "I've always wanted to do this," he adds. She has butterflies.

"Okay," Gwen whispers. "Get on top of me." She parts her legs, lets him position himself between her legs. She can feel his cock pressing against her, ready to enter her. She trails a hand down Peter's chest and wraps her fingers around his cock, positioning it right at her entrance. Peter presses his forehead into hers, staring into her eyes as he slowly slides into her.

Up until this point, Gwen has not felt naked. Now, with Peter looking not at her body but at her face with a kind of intense tenderness that she is no longer used to, she almost wishes she could cover herself up. Especially when she feels a sharp pain as she stretches to accommodate his size, and she bites her lip to stop from crying out, and Peter stops moving to brush a hair out of her face and quietly ask her if she's okay.

She nods, tells him to please keep moving, but slowly.

He complies, sliding the rest of the way in, and it hurts, it hurts, and then it feels good and all that's left is a rapidly subsiding dull ache. And now that he's filled her completely, she only wants more.

"Move," she whispers. Peter pulls out almost all of the way, thrusts slowly in again, repeats the movement. His lips meet hers in an insistent kiss, his tongue sliding against hers to the timing of his thrusting. She meets him, dragging her hands down his back to his ass. She squeezes him there, trying to tell him with her hands alone that she needs him to speed up.

It's becoming difficult to breathe with his lips kissing hers, their noses smashed together in the desire to be as close as physically possible. She moves her lips down to his jaw, sucking and scraping her teeth against it, her breath hitching when he begins to thrust harder consequently. With the way their bodies are positioned, he stimulates her clit with every thrust in. She spreads her legs wider, wraps one leg around his thigh, wants more. More of him inside of her, more movement, more sensation. She is lost in a world of color and feeling and warmth, and Peter is right there with her, pulling her along. He slides into her again, and again, and again, and then she wraps her other leg around his hip and moves her hips against him in a circle, not wanting the feeling of loss each thrust out brings. This is a new kind of sensation, this physical closeness, and it brings Peter's forehead to hers again, his hands on her neck and cheek, his heavy-lidded eyes staring into hers. She has never heard him make noises like these before, so primal. Gasps, yes, and even winces and grunts of pain, but never this beautiful animalistic mix of moans and grunts and sighs and her name. Hearing him say her name like this, like a prayer and a praise and a song of sorrow all at once, brings her over the edge. She can't keep her eyes open, can't control the motion of her hips or the noises that escape her lips when she comes again.

But Peter's not done, and she's amazed at the amount of self-control he's managed so far, especially since this is his first time too. He starts thrusting into her while she climaxes, faster and faster, whispering and moaning, "Gwen," and "yes," and mumbled strings of words that she can't quite understand, although she can make out bits and pieces – "won't let you" and "mine" and "going to live" and "I love…"

She whispers, "I'm all yours, Peter." Wraps her arms around his neck, pulls him down, kisses him fiercely, matching the rapid speed of his thrusts even though it's starting to hurt. "I'm not going anywhere."

He comes.

She feels it, warm and deep inside of her, as his thrusting becomes erratic and then he stiffens completely and then slows, gasping.

She winces as he pulls out of her. Without hesitation he rolls to the side and pulls Gwen into his arms.

"I wouldn't have pegged you for a cuddler," Gwen says, smirking, even though she's seen so much of the romantic, tender side of the Peter that she isn't actually all that surprised. She nuzzles closer to him and hugs him, closing her eyes. He doesn't say anything in response, but she hears him let out a breathy laugh.

She's not sure what else to say, so she lets silence fall over them. There will be plenty for them to talk about later, but for now his strong arms are wrapped around her and her skin is touching places on Peter that she never thought her skin would touch, and she's okay. She's wonderful.

She looks back up at him from her head's resting position on his chest, smiling. He smiles back.

He's wonderful, too.

She mentally crosses Peter off of her 'To Do' list and wonders if he would be up for some reckless drinking later tonight...

A/N: Reviews are lovely. Thanks!