Welcome! Just a few notes before we begin! As I said in the description is his my Ultimate Spider-Man Valentines Day One-Shot book, aka, "Love, Spidey!"

As you all should know, this book will have no smut. There will be snuggling, cuddling, kissing, making-out, fluff, and angst though! Also, this book WILL contain both boyXgirl and boyXboy, so if you're uncomfortable with that, sorry. The couple featured in each one-shot will also be the chapter title, so, yeah, you can look through that as well.

As you all can see, I've decided to start our little shin-dig with Spider-ManXScarlet Spider. *rubs hands together* I'm very excited for this!

This one-shot takes place BEFORE "The New Sinister Six" in season 4, so nobody knows Ben is the spy yet. Enjoy! :P

This isn't how the mission was supposed to go, and Scarlet wasn't talking about the part where they were ambushed by Hydra agents.

"Idiot, I told you to leave those goons to me." He had one arm curled around Spider-Man's waist, and the other just under his shoulder to keep him up, as he walked them both down the Spider-Jets ramp, listening to the dying purr of the engines. Spider-Man groaned as they leveled back out on the ground, sagging farther into Scarlet's side, so close that Scarlet could almost feel the blood staining his costume.

Despite the small flutter in Scarlet's stomach at their close proximity, something he was convinced was due to the pressure on his own bruised ribs, he readjusted their position so Spider-Man wasn't leaning so heavily on him. The gash on his arm looked nasty and deep, and his ankle was swollen from a bad landing, so Scarlet couldn't blame Spider-Man for taking it a little easy.

"Riiiight," Spider-Man said, not sounding nearly as shameful of his actions as Scarlet would've liked. "Because you definitely weren't already fighting off, like, 10 other guys. I'll just take a 'thank you Spidey, you're the best' next time, hm'kay."

"You're going to get yourself killed," Scarlet snapped, and Spider-Man snorted, as if the idea were somehow hilarious to him. Gripping his sides a little tighter and grounding his teeth, Ben gestured quickly to the SHIELD agents running toward them, one bringing with him a mechanical stretcher that would take Spider-Man right to Dr. Connors, and the other who ran past them to see to the Spider-Jet's maintenance.

When Scarlet tried to hand Spider-Man over to the medic, Spider-Man made a disgruntled noise in the back of his throat and waved the agent off.

"M'fine, m'fine," he muttered, slapping his hands away. "It's nothing. Just a scratch. I can walk m'self."

"No," Scarlet said, "the only reason you're even upright right now is because of me. You need to go see Dr. Connors."

"Well, so do you," Spider-Man poked Scarlet's chest feebly, and tried to shuffle on with his good leg. "Yeah, I noticed your wincing, mister. Hurt ribs, me thinks. C'mon, I'll go to Dr. Connors so long as you come with me and get checked up too."

Scarlet glowered at him. Check-ups usually involved needles and probing, neither of which he was very comfortable. Not even with Dr. Connors, as trusted as Spider-Man made him out to be. He's already had enough of that at Hydra. It was necessary at the time, of course, for Otto to check on him so thoroughly, to analyze his powers and keep track of his health, but that didn't mean Scarlet liked it. Besides, it's not like this was his first timed with bruised ribs. Yet another thing he's gone through back at his native organization.

Otto had personally inflicted certain wounds on him so he could get used to such pain, which, as of right now, Scarlet was exceptionally thankful for. He wasn't about to be dogged with petty injuries and weaknesses. He was supposed to be better than that, especially if he was going to keep his Hydra motives private from SHIELD. He couldn't be weak like...like Spider-Man. Otto wouldn't have it.

"I'm fine," Ben said, firmly planting his feet on the ground, going as far as sticking to it, to keep himself from moving. Spider-Man kept trying to tug him along anyway, likely ignoring the fact that Ben was not going to budge. "But you're not. Go see him and stop acting like a child."

"Awwww, but that's what I do best," Spider-Man whined. "And I'm not going to Connors unless you're going. Don't make me drag you in there, myself, Scarlet. Cause I will."

"No," Scarlet pulled Spider-Man back and wound his arm tighter around his torso so he couldn't move so much. "You couldn't even drag Monkey Joe to Connors with injuries like these. You're going to hurt yourself, punk."

"Yeah, well, whatcha gonna do about it?"

Sighing, spitting a curse that he didn't care that Spider-Man heard, Scarlet leaned Spider-Man back, grunted painfully as he bent down, and scooped him up into his arms bridal style. With a surprised noise, Spider-Man's arms wrapped around Ben's neck to stabilize himself, but looked up at him with an aghast gasp.

"Ben you're ribs are broken. Put me down!"

"They're bruised. And, no, if you're going to be stupid then be like that. Either way," he stumbled slightly, refraining from groaning in a particular bout of agony, and straightened again. "you're going to the medical wing."

"You're going to make your ribs worse!"

"And whose fault is that?"

"Alright, alright. You win." Spider-Man burst, arms tense and strained as if he were with-holding from strangling Scarlet. "I'll go. Put me down before you break yourself. Jeez, man."

Good, because it was really starting to hurt. Scarlet put Spider-Man back on his feet and withheld from wrapping an arm around his ribs. He wasn't sure how long he would've managed to hold him like that. Perhaps his ribs weren't as bruised, and a little more broken, then he thought.

Still, despite the pain, he was felt a little at loss when Spider-Man hands uncurled around his neck. But was because Scarlet needed him alive. That was the reason and the only reason. Because it was bad enough that he had to be at SHIELD at all, he didn't need his target dying on him before his mission was complete too.

The whole point of being at the Triskelion and joining the Academy was to get close to Spider-Man and feed Octavius Intel. But when he first agreed to this mission, he didn't think it'd be so hard to keep his blasted target from killing himself. Where was his sense of self-preservation? A bit of common-sense and self-interest wouldn't hurt either.

Besides, he found it was best if he just...if just didn't get so close to Spider-Man.

Not recently, especially with all that's been happening. With, well, you know, emotions and stuff, and things Scarlet didn't have the patience nor desire to untangle. Right now, all he wanted to do was go to his bunk, lie down, and pretend to be asleep until he could sneak off and give Octavius his report. He and Spider-Man had just gotten back from infiltrating an off-hand Hydra base, and he figured Otto would be interested in the new programs Spider-Man and Iron Spider whipped up to track Hydra activity.

Scarlet gestured for the medic to come get Spider-Man, of whom who had been standing awkwardly beside them looking stuck between leaving or interfering. When Scarlet made the choice for him, he took a relieved breath and reached out for Spider-Man again.

But Spider-Man latched onto Scarlet's arm - with spider adhesiveness and all – proclaiming, "Nuh-uh, you're taking me there Ben. Yeah, that's right! I can be stubborn too."

Scarlet refrained from simply hurling him at the medic. "Spider-Man," he warned.

"Come on, let's go already," Spider-Man said, ignoring him completely and nudging Scarlet back on their path. "Can't keep Connors waiting, right?"

Ben took a deep, deep breathe, settled his nerves before he tossed Spider-Man on the stretcher himself, and nodded curtly to the agent. "Fine…I'll take him."

The medic nodded back with a crossed looked of unsurprise and exasperation. He'd probably been around a while to be used to Spider-Man's antics. Most of the agents knew the drill by now.

Inside the Triskelion, Ben had gesture other agents away as they kept stopping by to help them. He would've been more than happy to toss Spider-Man into their care, but Spider-Man was sticking to him and utterly refusing to let go, and this close proximity was doing weird things to Scarlet's stomach and he wasn't sure whether he liked it or not.

The punk was just lucky he was warm. But that also might've been the blood.

Whatever, he just needed to get rid of his warm, weirdly nice, deadweight. Right now. Like, right now.

He knew the only reason Spider-Man was making him take him to Connors, was so that he could get patched up too. Which was just like Spider-Man. He couldn't just let it go; he HAD to immerse himself into everything.

Which is exactly what Octavius said was going to happen. Spider-Mans' greatest weakness was that he cared too much. His teammates and family were his first priority, even above himself. That's what made him so susceptible to Ben. A sad sob story to strum those soft heart-strings of his.

But that was a mistake on Spider-Mans part. He should've known by now that not every runt he found in the gutter wanted, nor needed, his friendship. He was only making himself target to those who knew where to look, and it was disgusting. Revolting, even, how much he relied on others.

Which was weird, because normally Scarlet would find that revolting, which didn't quite explain why it was making him feel so...gooey inside right now. Was that...happiness? Well, maybe not happy. Just...pleased? Maybe. He wasn't sure what it was. But whatever is it, it made his chest warm and his heart stutter weirdly. It was unnatural, and unsuspecting, and he wasn't sure how to go about it.

The more time he spent around Spider-Man, the more amused he got. But now it was getting...endearing? He wasn't sure what it was, it was just there. Sitting on his chest, curled up over his heart, purring like a kitten.

He's tried brushing him off, snapping back; giving Spider-Man the cold shoulder, anything to get him to stop doing these things to him. But the blasted guy wasn't taking the hint. He just kept coming back, like some affectionate, wanting-to-please-and-care-for-you puppy that was getting harder and harder to push away.

And it irked Scarlet that he wanted to make sure that puppy was okay. When Spider-Man came hobbling up to him after fighting off those Hydra agents, Scarlet's heart nearly sky-rocketed with panic when he waved at him cheerfully, covered in blood, and wobbling.

Trying to convince himself that it was just because he wanted the mission to go correctly wasn't really working anymore.

Scarlet shook his head, shaking it the way a dog might when it's wet, flinging those thoughts away. He just needed to shove them to the side and focus. Just focus. Keep yourself locked up.

Taking a breath, he steeled his nerves, glanced at the guy hanging off his shoulder, naively unaware of Scarlet's thoughts, and kept up their pace.

Scarlet lay back in the Med Bay cot, scowling at his shirt, which had been discarded at the end of it, in favor of him getting wrapped up. Dr. Connors was attending to Spider-Man now.

The stupid, full-hearted guy had instantly thrown Scarlet into Dr. Connors care the moment they stepped into the Med-Bay. He absolutely refused to be complacent until Scarlet was checked over, of which Dr. Connors simply took in with a resigned stride because he was probably expecting this, and helped Scarlet to taking his shirt off so his ribs could be bandaged.

Scarlet glared at Spider-Man the whole time, who, having lifted his mask up to his nose to nibble at some saltine crackers, was beaming at him wholly pleased. That little weasel couldn't go 5 minutes without being so damn self-sacrificing. Did Scarlet honestly have to hold him down and force him to get a check-up? That was not in his missions description.

Dr. Connors got Scarlet taken care of in record time and was now helping Spider-Man off with his own shirt to check the long gash on his arm.

"This is pretty deep," the doctor was muttering as he cleaned the gunk and dried blood from the wound. "Not deep enough for stitches, you know, for your healing factor, but we're gonna need to bandage it pretty tight."

"Do whatcha got to do, Doc."

"Hm, yes, well, I shouldn't even be in the medical wing, you know. I may be a doctor, but I'm more of a scientist. I don't know why you keep bringing me in to stitch you up."

"C'mon, I trust your judgment."

"Yes, unfortunately," he sighed, "well, let's get this cleaned up. I'll bandage up your arm then we'll see about your ankle." Dr. Connors got up, giving quick instructions to one of the nurses on hand, who scurried off to grab gauze and disinfectant, and turned, noticing Scarlet again. "Oh, you can leave now, Scarlet Spider. You're good to go."

"Er…thanks…Doc…"

To Scarlet's own surprise, he kept firmly to the seat.

"Erm…" Dr. Connors adjusted his coat awkwardly. "Or you can keep sitting there. Whichever is fine with you."

Scarlet nodded at him, silently, in thanks this time.

The nurse was back in no time, and Dr. Connors set to work patching up Spider-Man. Scarlet watched silently from his corner, arms crossed, as Spider-man winced, hissed, but ultimately kept still. Soon enough, Dr. Connor got back to his feet, wiping his hands in satisfaction.

"There you go," he smiled. "Try not to hurt yourself, kay. I'm not a legitimate doctor."

Spider-Man grinned in a way that said no-promises and gave him a two-finger salute.

When Dr. Connors left, he glanced back between them, pursed his lips, and shut the curtain around them so they had privacy. How he knew Scarlet wanted to talk to Spider-Man, he couldn't say. But before he could get his lashing in for Spider-Man double-crossing him in the med-bay, Spider-Man was already sitting up and peering at him in concern. "You okay, Ben?" He asked.

Scarlet blanched. "Yeah, I'm okay. Of course, I am. Why wouldn't I be?"

Spider-Man smiled wryly, "I don't know, maybe because you tried to carry me to the Med Bay with broken ribs."

"Cracked ribs."

"Whatever."

Grumbling, Scarlet gingerly lifted himself up off the cot, to lean against the wall. "We need to talk about you're self-preservation. Or, lack thereof."

Spider-Man scoffed, gingerly laying back on the bed. "Pfft, whatever you say, Director Fury."

"This isn't a joke!" Scarlet strode toward him, wishing he could walk with a bit more demanding ease then his pained shuffle permitted. "You could've really hurt yourself today. I told you to hang back."

Spider-Man looked back up at him, lips quirking, "D'aww, you do care."

Scarlet stopped at the end of Spider-Man's bed, leaning against it so he was looming over him. Spider-Man sat up, looking up at him with a grin. His grin faltered though when Scarlet whispered, rather hoarsely, and somewhat surprised, "I...do care…"

He sat up farther. "I, uh…wow, I'm - I'm sorry, Ben….I didn't…I didn't realize you actually cared that much…"

Scarlet sighed heavily, leaning forward his he was supporting himself on his arms, of which were planted on either side of Spider-man, and bowed his head a little. "Just…stop being so reckless, punk. People are depending on you."

Spider-Man leaned forward, dangerously close to Scarlet's face. "I'm…I'm really sorry, Ben," he sounded painfully sincere. "I didn't mean to make you worry…in my defense though, you worried me to. So, I guess we're even."

Scarlet wasn't sure what came over him. It could've been the hospital smell, or the way Spider-Man fingers suddenly were touching his bandages with gentle fingers. His lips were turned down in worry because he cared so damn much; he sounded so concerned and sincere it made Ben's heart ache something fierce.

It was as if all the emotions Ben was working on repressing slammed their fist into his chest and declared that they had enough. They exploded inside him like a shrapnel bomb, impaling his ribs, his heart, and his gut with such an intense wave of emotion he thought he'd explode too.

He didn't want to see Spider-Man – Peter – frown like that. Didn't want him to worry; he wanted him to be happy.

Before he even knew what he was doing, Scarlet lifted Peter's chin up, stared into those wide-lenses for half a second, and then smashed his lips into his. The kiss was sudden and abrupt, and Peter jolted in surprise, tensing on the medical bed.

Scarlet waited for him to push him off. To yell at him. Scramble away. Make his mission easier to fulfill with a sting of rejection.

But he didn't. Rather, Peter relaxed and pressed into him. He was kissing Scarlet back, snaking his good arm around his neck to pull him closer. Scarlet could smell blood on him, taste just a hint of salt on his lips, feel the heat of his body, and something in him yearned to get closer.

Instead, he broke the kiss. He didn't retreat, not with Peter's arm still around him, but gave their mouths an inch of distance as they caught their breath.

"M' sorry," Scarlet mumbled when he could think straight again. "I shouldn't have-"

"Don't apologize," Peter said, breathlessly, and pulled him in again. Scarlet went in without resistance. This time he snaked his arms around Peter's torso, and slowly lowered them onto the bed, wary of his ribs. Peter's bandaged arm curled gingerly around Scarlet's torso, clinging to him as if Scarlet was something other than the rotten scum-bag he was. Like he was something special to treasure.

Another shrapnel of emotion burrowed itself into his heart and Ben deepened their kiss, allowing every emotion, every thought and fear tornado-ing through his head to bleed out. He cared for Peter. He cared for him so damn much it felt like taking a knife to the gut. Everything about him. The way his hair ruffled when his mask came off, the way his eyes sparkled when he thought of a new stupid pun, his smirk when he quipped, the way he cared about what Scarlet thought and felt when it seemed like no one else did.

Their lips moved to together, deep and eager for another taste. A frantic, desperate edge to their breath.

Hydra, in all his time with them, had never cared about him as much as Peter. He….

Otto. The name cut through Scarlet's mind like a knife. Otto would not approve of this.

It doused him like a bucket of cold water.

What was he doing?

He lurched away from Peter, breaking the kiss and jerking Peter's arm back, which had still been around his torso.

"Ow! Ben, what -"

"I'm sorry," Scarlet said, backing up, hands up by his chest as if Peter was aiming a gun toward his heart. "M'sorry. M'sorry. I - I have to go."

"Ben, wait." but Scarlet was already running out of the door. He tried not to imagine the hurt expression on Peter's face, nor the way he'd probably blame himself for Ben running out, or the fact that his ribs felt as though something was driving a crowbar through them. All Ben knew was that he needed to get out of there fast.

What was he doing? He just kissed Peter Parker. Kissed Spider-Man. The very hero he was infiltrating SHIELD to take down. His mission was to get close to him, but not that close! He was getting into it too deep. He needed to take a step back and re-evaluate the situation, take it up on a new angle.

Otto prepared him against every obstacle he might encounter. Every fumble and backup plan to use in the case that anything went sideways. What he never taught Ben was how to avoid falling in love with Spider-Man.

Love.

Did Scarlet really love him? He cared for Peter. Gosh, he cared SO much. He didn't want Peter to get hurt, but that was inevitable. Ben wasn't here to start an actual normal-ish life, with friends and family and - and a (possible ) boyfriend. He didn't want it.

He didn't want to hold Peter in his arms. Didn't want to listen to his stupid jokes, because they weren't funny. Didn't want to keep that goofy smile on his face. Didn't want to kiss him till they were both dopey from lack of air. HE DIDN'T. WANT. IT.

And yet...

Scarlet only stopped running when he became aware when the pain in his ribs got to be too much. He stopped in a SHIELD bathroom, went into the stall at the far end, locked himself in, and sagged against the wall.

He was just getting so mixed up in this. He needed a breather. A reminder of what he was working for.

With shaky fingers he tapped into the frequency Otto taught him, connecting his comm to an unidentifiable link that would vanish from his servers without a trace as soon as he disconnected it. He waited a few minutes before Otto's face appeared on the screen.

"Scarlet Spider," he greeted, cool and metallically. "What have you to report to me today."

Ben exhaled quietly to settle his nerves and cleared his throat. "Er, me and Spider-Man," he tried not to let his voice catch, "cleared a Hydra base today. I managed to deport the important Hydra information away from the main servers without Spider-Man noticing, and sent them to Hydra Island."

"Good. We don't need him delving into our other projects, would we."

"No sir. Spider-Man and Iron Spider had also developed a few tracking programs. I'm sending you the schematics now." He uploaded the files he stole from Amadeus's lab.

"That's a good Spider," Otto chuckled. "And he doesn't suspect a thing of you?"

"No Sir, he's still unaware."

Otto laughed, "Of course he is. Spider-Man is a fool. It was only a matter of time before I found his weakness. Now we will crush him."

Or crush on him, an unhelpful little voice whispered, and Ben swallowed thickly.

"Anything else to report?" Otto demanded.

"Yes. Spider-Man and I..." kissed, his brain giddily replied. But he couldn't bring himself to say it. The word froze in his throat, digging in with claws as if refusing to come out. It was a secret that wanted to stay hidden, the same way his spider-sense told him he was in danger.

He couldn't tell Otto that. That was...personal...

No, what's he thinking. He's supposed to report everything. Hydra and Otto needed to know what was going on inside SHIELD and Spider-Man's actions. Even though it was Scarlet who had kissed him the first time.

But...but he couldn't do that to Peter?

What's he talking about? He shouldn't care. He didn't care. This is what he was supposed to be doing.

"Well, what is it?" Otto snapped.

"Spider-Man and I...we...he's starting to trust me. Really starting to trust me. You're plan is working, as you hoped."

"Of course it is," Otto huffed. "As would be expected. If that is all, I have important matters to attend to. Our attack on Spider-Man will be soon. Be ready, my Spider."

"Yes...Yes sir."

"Good."

The screen went blank. Scarlet's arm dropped and he stared up at the ceiling, feeling as though something rotten and slimy had died in his chest. The attack on Spider will be soon.

He glared at the ceiling, digging his fingers into the floor.

In that case, he needed to prepare for the final part of the plan.

Ending on a note of angst, because that's just what I do!

WHOO! This was so much fun to write! I've been fancying the idea of Ben developing a crush on Peter during his stay at the Academy and that conflicting with his mission to spy on him, so it was nice to finally get this out here!

Updates may vary. I have 2 one-shots completely written and edited (including this one), but I have a total of 8 written, and I plan to write (hopefully) 2 more. Updates might vary between the days, but they should be no longer than two days apart.

Anyway, that's it for now! See you next time!

-OfficialUSMWriter (lovin' me some Spider-Man love) out!

Disclaimer: I do not own Ultimate Spider-Man nor any of its characters or episodes. All the fluff, angst, and somewhat half-cooked plot is mine though. :)