A/N: I got to thinking about when I wanted these two to get together and what it might look like and this is what I came up with. I especially liked writing Michelle. She's a special kind of devious. :) Enjoy!

I don't own Spiderman, as amazing as that would be (see what I did there)? I do, however, own my OC.

4/20/18 Update: I rewrote the ending of this story and added a few extraneous details so that it would fit better with the main story, Downpour.

Michelle was very proud of the fact that she noticed everything. She knew who liked who, who was seeing someone else behind their significant other's back, and who was cheating on that week's physics test. So it was no secret to her that Peter and Lia had feelings for one another.

Honestly, it was hard not to notice. The two were best friends, but it was quite easy to see that they both wanted to be more than that. At least, it was easier for anyone but the two in question to see that. What with them blushing any time their hands made the slightest contact, or whenever Flash called Lia Peter's "little girlfriend". Michelle decided that it was high time somebody got the two lovebirds to see what was right in front of their faces, and she decided that she would be the one to do it.

"Hey, Leeds!" Michelle called out to Ned in the hallway after school on Thursday.

Ned turned around, a confused look on his face. Michelle never voluntarily sought him out.

"What's up, Michelle?"

"Prom is tomorrow night. Do you and Parker have dates?" Her face was its usual emotionless mask.

Ned shook his head. "Nah, we're not planning on going to Prom. We're gonna have a Lord of the Rings marathon at his place."

"Lia and I don't have dates either, and we're going. You and Parker need to come, too." Michelle made it clear in her tone that she wouldn't take no for an answer.

"But-"

"Listen, Leeds. You've seen the way Parker looks at Lia, right?"

"What are you getting at, Michelle?"

"Somebody needs to get those two together already so we don't have to keep watching them dance around one another. It's getting annoying."

Understanding lit up Ned's face. "Oh! We're going to set them up with one another! That's a great idea!" he said excitedly.

"Exactly. Make sure Parker comes to Prom with you and make sure he wears something nice. I'll take care of the rest." And with that, Michelle walked off, gears spinning in her head as she began putting her plan in motion.

ooOOoo

"Why do I need a fancy dress, Michelle? We don't have dates. There's no point."

Lia was sitting in her room on her bed, watching Michelle dig through her closet in search of something she deemed nice enough wear.

"Because, Lia, It's Prom. You're supposed to dress fancy," she answered. She pulled out a light blue dress, wrinkled her nose at it, and unceremoniously stuffed it back in the closet.

"You're not dressing fancy," Lia pointed out.

Michelle looked back at her friend. "I'm me. You're not," she stated, as if that explained everything.

Lia shook her head, still not understanding but deciding not to push it. Her friend had a mind of her own, that was for sure.

Michelle pulled out a pale yellow floor-length dress with short sleeves. "This," she said, eyeing the dress with an approving look, "will work."

"I only wore that dress once, to one of Tony's galas," Lia explained. "It was one of the most boring social events I've ever attended. But I have to admit, I felt like a princess the whole time."

"You're wearing this one," Michelle said in a definite, no-nonsense tone.

Lia nodded. She knew better than to contradict her. Michelle sat on Lia's bed next to her and pulled out her phone, pulling up Pinterest. Lia gaped at her.

"I definitely didn't peg you as a Pinterest user." She grinned.

"Tell anyone about this and I'll superglue your locker shut," she replied. She began looking at various hairstyles. "Now, let's figure out what to do with your hair…"

ooOOoo

Peter stared at his best friend like he had just beamed down from Mars.

"Prom? I thought we agreed we weren't going. We were gonna stay here and watch Lord of the Rings."

Ned shook his head. "No, I know we agreed not to go, Peter, but it's Prom! We have to go!" he replied excitedly.

"What's going on here, Ned? Two hours ago you were set to come over and watch movies with me, and now you're all gung-ho about going to Prom. We don't have dates, remember?"

Ned frowned. Convincing Peter to go might be harder than he originally thought. He decided to bring out the big guns.

"Michelle and Lia will be there," he said nonchalantly.

"Lia's going? She told me she didn't have a date either." It was Peter's turn to frown.

"She doesn't, but Michelle is making her go anyway. Lia wasn't very happy about it, though. I think she wanted to come and watch movies with us, but you know Michelle. She won't take no for an answer."

"Why would Michelle make Lia go to Prom? She knows how much Lia hates school dances. Lia's not going to be very happy." Peter felt some animosity toward Michelle for putting his best friend through this.

"Well..." Ned chose his next words carefully. "Maybe you should go to Prom so you can keep her company. Lia's bound to have more fun if you're there with her."

Peter thought for a moment. "I guess you're right," he conceded. "It might be fun anyway, even if none of us have dates."

Ned beamed. "Awesome! Now let's figure out what you're going to wear…"

ooOOoo

Ned sought out Michelle the next day at school to tell her that Peter had agreed to go. She nodded.

"We need to keep them from talking to each other for the rest of the day. They might put two and two together and realize that we're trying to set them up. I'll keep Lia busy. You do the same for Parker."

Ned managed to keep Peter's mind off of Lia for the remainder of the school day, going so far as to steer conversations away from anything that could remind him of her. Ned was even able to convince him to eat lunch in the library, with the excuse that he needed help looking for a book.

Michelle did the same for Lia, dragging her outside to eat lunch that day. Lia went with it, learning long ago not to question Michelle's actions. She did, however, think it was strange that she hadn't seen Peter all day. Normally they ran into each other half a dozen times before school got out, but today she hadn't seen him once.

The minute the bell rang at the end of the day, Michelle dragged Lia out the doors and toward the car that was waiting to take the girl back to the compound where she lived. Michelle shoved her through the car door before climbing in after her and telling the driver to, quote, 'get going already'. Lia smiled apologetically at the driver before glaring at Michelle.

"Okay seriously, what is going on? You've been acting weirder than usual today and it's starting to freak me out."

"Nothing's wrong," Michelle said, still her emotionless self. "I just didn't want to stay there any longer than we had to on a weekend."

"We're coming back tonight, remember?" Lia reminded her.

"Yeah, but it's a long drive to and from your place to the school. We don't want to waste time."

Lia just shook her head.

Peter, on the other hand, hadn't caught on to the fact that Ned was keeping him away from Lia. Both boys were in Peter's living room with his Aunt May, who was adjusting the collar of the suit Ned had lent him. Ned had let Peter's aunt in on the act, and she was more than happy to help. She had seen the way those two looked at each other for goodness knows how long. She frowned.

"Ned, I don't think this is going to work. This suit is too big for Peter."

Peter threw his hands in the air. "That's what I've been trying to tell you! I feel totally stupid. No offense, Ned."

"None taken, Peter. You do look pretty funny." Peter glared at Ned as he tried not to laugh.

May bit her lip. "I might have something that could work," she said, hesitating a bit before leaving the room. She returned with a very familiar navy blue suit.

Peter stood stock still, staring at the suit like it was a long-lost relative. In a way, it was. He opened his mouth, then closed it again. When he finally found his voice, it was barely a whisper.

"Uncle Ben's suit," he said softly. He reached out to run his fingers down the sleeve, remembering all the times he'd seen his uncle in this suit. He looked up at May. She had tears in her eyes.

"Are you sure, May? I bet I can probably find something else," he said.

May sniffed. "I'm sure, Peter. And don't worry. These are happy tears." She smiled, holding the garment out to her nephew. He took it, gingerly, and retreated to his room to put it on.

ooOOoo

Lia stood in front of her mirror, wearing the yellow dress. She frowned.

"Are you sure about this, Michelle? It seems a little much, even for Prom."

"Trust me, Lia, you look gorgeous," Natasha said. She had overheard the girls' conversation about dresses the day before and immediately picked up on Michelle's plan. Naturally, she wanted in. Michelle was more than happy to share her plan with the Russian assassin.

Lia still looked unconvinced. Natasha stood from Lia's bed and grabbed her hand, leading her into the connecting bathroom. "Come on, it's time for hair and makeup. I'm makeup. Michelle can be hair."

Michelle just shrugged. It was probably for the best, though. Her makeup skills tended toward the darker side. She started heating up the curling iron Nat had brought in with her.

"Why do we need a curling iron?" Lia asked. "I wanted to pin my hair up."

"No way, Lia. You always wear your hair up. Tonight, it's staying down."

Nat sat Lia down on a barstool she had swiped from the kitchen a few hours prior (she wanted to see how long it would take for Tony to notice it's absence) and rotated her so that she was facing her. Michelle picked up the curling iron and Natasha picked up a mascara wand, and the both of them got to work.

30 minutes later, Lia stood once more in front of her mirror, gazing at her reflection in awe. Her hair, normally pulled back into a ponytail, was down and curled, framing her face. Natasha had applied very little makeup, but what was applied had been done so expertly, accentuating her natural beauty. On her feet were a pair of silver heels Wanda had lent her long ago that she had forgotten to give back. Her jewelry was simple, just a pair of diamond stud earrings and a small necklace to match. Lia hardly recognized herself.

Nat stood off to the side, smiling as she watched the girl she considered to be her daughter admire herself in the mirror. "You look beautiful, Malyshka," she said.

Michelle stepped out of the bathroom in a dark purple dress, her hair half pulled back and her makeup done. She looked pretty, and even more formidable than usual, if that was possible. She smiled one of her rare smiles when she saw Lia's face.

"Come on, you two! If you don't leave soon you'll be late!" Nat shooed the girls out of Lia's bedroom and toward the elevator.

ooOOoo

Peter and Ned walked into the school gym. It was all decked out in dark blue and silver decorations. The theme was "A Night Under the Stars." Glow in the dark stars were plastered over every available surface.

Peter was wearing Uncle Ben's suit. It was a little large on his small frame, but not nearly as large as Ned's had been. May had looked so proud when he walked out of his room wearing it.

Ned was dressed up as well, in the suit he had tried lending to Peter, complete with a hat.

"This is way crazier than Homecoming!" Peter almost shouted in an effort to be heard over the incredibly loud music.

"I'll say!" Ned yelled back.

Peter started scanning the crowds for Michelle and Lia, frowning when he didn't see either of the girls. He turned to ask Ned if he had seen them, only to find his friend trying (and failing) to sweet talk a girl in his chemistry class. Peter smiled, shaking his head, before starting to slowly make his way around the perimeter of the room, searching for the one person he hoped to find that night.

Lia walked in the doors on the opposite side of the gym and her heart rate immediately sped up. Every since the Homecoming debacle that had happened earlier that year, Lia had avoided attending school dances. She was terrified of being publicly humiliated again. She contemplated leaving the gym and trying to locate Michelle (who had excused herself to use the bathroom) when she heard a voice next to her.

"Lia?"

She turned to see Peter standing beside her and visibly relaxed. "Peter? I thought you weren't coming."

Peter's confident excuse died on his tongue when he got a good look at her. He had always thought Lia was pretty, but tonight she was gorgeous.

"I… uh… I changed my mind," he managed to stutter out.

She smiled. Peter felt the butterflies fluttering around in his stomach intensify tenfold. "I'm glad you came. Michelle ditched me to use the restroom and I was starting to panic." He watched her as she eyed his suit. "You look nice."

"Thanks. May let me wear the suit. It was my Uncle Ben's." He added the last part to the end quietly, staring down at his feet.

Lia's expression softened. She took his hand in her own. "I think it's lovely. It suits you perfectly."

Peter looked up at Lia again, a soft smile playing on his lips. He gestured toward the door. "Do you want to go outside? It's really loud in here."

She nodded, his hand still in hers. Peter shifted their hands so that he was now holding hers, and they walked back through the door she entered from.

On the other side of the room, Ned and Michelle high-fived.

ooOOoo

They were sitting on a bench outside the school, hands still clasped. Peter had been stealing glances at Lia, trying to figure out the best way to voice his thoughts.

Lia noticed this. "What's on your mind, Peter?" she asked softly.

He hesitated before answering. "I'm trying to think of a way to tell you how you look tonight, Butterfly. I want to say beautiful, but that's a big understatement."

Lia blushed, using her free hand to brush her hair back behind her ear.

"Do you want to dance?" he asked. "I know there's no music or anything…"

"Do you honestly think I'd say no?" she replied, smiling at him.

Peter stood up, pulling her off the bench by the hand he still held. Finally letting go of it, he placed his hands on her waist, smiling when she wound hers around his neck. Lia tilted her head forward, leaning her forehead against Peters, and closed her eyes. Peter did the same. They stayed like that for a while, swaying softly to music that wasn't there.

He broke the silence. "I have to tell you something, Lia."

"Hmm?" She didn't open her eyes.

"Look at me."

She did as she was told, staring into Peter's deep brown eyes.

"I don't think I want to be friends anymore," he said quietly.

Lia thought for a moment before replying softly. "Me neither."

Peter smiled widely at her. Lia closed her eyes again. She giggled when she felt him nudge her nose with his own. When their lips were a hair's width away, Lia felt, rather than heard, him ask, "Can I kiss you, Butterfly?"

"Yeah," she breathed.

Peter closed the distance and pressed his lips to hers. There were no fireworks, no explosions of any kind. Just a sweet sense of a deep longing finally being fulfilled.

Lia and Peter both smiled widely when they broke apart. "You have no idea how long I've wanted to do that," he said.

"I have a bit of an idea," she responded.

They stayed like that for a while, swaying to the non-existent music and stealing kisses every so often. Lia wished she could stay right there forever, wrapped safely in Peter's arms.

Peter felt the same. He had known from the minute he saw this girl that she was different. Not only was she his best friend (more than that now), she was a kindred spirit. She knew what it felt like to stand in the middle of a crowd and still feel alone. She knew all his fears and shared several of them as well. She had been with him through thick and thin, just as he had with her.

Lia felt the same way about Peter. He was always there, through all the ups and downs of her crazy, unconventional life. She could call him at any and every hour of the day and he would respond within three rings. It didn't matter what was going on in his life. To him, she was more important. It felt nice knowing that no matter what the future would bring, he would be by her side. There were so many things she had wanted to tell him for so long but didn't for fear of jeopardizing their friendship. Now that everything was out in the open, she could tell him.

"Peter?" she asked softly.

"Hmm?" he hummed contentedly.

"I think I love you."

He just smiled.

"I think I love you too, Butterfly."