Charlie rolled his eyes and tugged the newspaper out of his best friends hand. "I don't know why you care so much about this stupid article. Spider-Man's dumb anyway."

"He isn't." Justin insisted. "He helps people!"

Charlie gave another long suffering eye roll. "Not what my Dad says."

"What does your Dad say?"Justin say up, turning to face his friend with interest in what the Chief of Police had to say.

Charlie dropped onto the bed next to his best friend. "My Dad says Spider-Man makes his job a living Hell. He completely ignores all protocols and rules. They found some guy stuck to a wall with web the other night, babbling about how Spider-Man kicked his ass."

"Who was the guy?" Justin feigned nonchalance, shifting so he was lying across the bed next to the slightly taller boy.

"I dunno," Charlie shrugged, shifting a little closer to his friend, absently brushing their fingers together. "Some car thief."

"Exactly." A look that could only be described as pride flashed in the Brit's eyes. "Your Dad's just pissed because Spider-Man did his job for him."

The instant the words crossed Justin's lips, he knew it had been the wrong thing to say. Charlie idolized his father and his line of work.

The American boy shoved himself off the bed and away from the shorter boy with a huff. "Whatever Justin."

Justin bounded off the bed and crossed the room after his friend, who was tugging on his coat. "Shit. Chaz. I'm sorry. I didn't mean it like that." He reached out a hand to grasp the other boys arm, but was pushed back softly.

"I've got to get home." Charlie's tone was cold. "Homework. I'll see you tomorrow?"

"Wait. I thought we were going to see that movie tonight?" Justin called down the hallway after his friend, following him to the front door.

"I'm busy. Why don't you get Spider-Man to go with you since you love him so much." Charlie's eyes flashed with... Something before he turned and walked out, slamming the door shut behind him.

Justin sighed and slumped against the wall. He and Charlie had been best friends since they were four. Justin had been in love since he was 13 and they had danced around each other since starting high school three and a half years ago.

Two days ago, while sprawled out on the rooftop of Justin's house Charlie had haltingly asked Justin to go see a movie with him.

Justin, thinking nothing of it, had easily accepted.

Charlie's answering whisper of "it's a date" had sent his stomach into a whirl of butterflies.

He'd been waiting eagerly for tonight for the past two days and his Aunt had been casting him curious look as he bounced happily around the house.

"I thought you and Charlie were going on that date tonight?" His Aunts voice came from the kitchen, startling Justin.

"I guess not." Justin shrugged, faking indifference, before heading back up the stairs to his bedroom.

Charlie kicked absently at a soda bottle in the middle of the alleyway.

His Dad would kill him if he knew that instead of coming directly home from Justin's as he'd promised, he'd spent that past hour and a half wandering the less-than-upstanding side of the city.

"Now what's a pretty thing like you doing down here." A deep, teasing voice came from the shadows, followed by the body of a large, grinning man. "Want some company sweetheart?"

Charlie shoved his hands into his sweatshirt pockets, backing slowly toward the entrance to the alley. "Uh... I'm fine thanks.

"You sure about that? You look awful lonely, gorgeous." The man took another step, slightly more threatening this time.

Charlie picked up the pace, terror curling slowly in his stomach. "I'm really all set. Just leave me alone."

The man was suddenly up in Charlie's space and stretching an arm toward him. Charlie took a deep breath, steeling himself as survival instinct and every self defense class his father had ever forced him into taking took hold.

Then, suddenly, the man was gone. Charlie blinked, looking around and seeing the man backing slowly away from a hovering figure, who was... Dangling from the sky.

No. Not from the sky. From a web, latched to the side of a building.

Charlie gave an internal groan. Of all the people to stumble across this, it had to be fucking Spider-Man. Justin would never let him live it down.

"I'm pretty sure he asked you to leave him alone." The voice was... Familiar. American, but almost strained. Charlie couldn't place it.

The man started forward and suddenly he was up against the wall, web binding him in place. The Spider-Man very close to his face. "When someone say leave them alone, do it you grade-A douche."

Charlie gave a soft snort, and then Spider-Man was facing him, closer than before, an arm stretched out almost tentatively. "Are you okay."

Charlie backed away. "I'm fine."

Loud voices, drunk and rough sounding, echoed from the end of the alley.

The man pinned to the wall let out a shout. "Hey! Help!"

Spider-Man swore and shot web over his mouth a moment too late. The footsteps had turned their direction and the voices were louder, rougher.

He turned to face Charlie who was gazing at him with a carefully neutral expression. "Want a lift?"

"I really don't have a choice, do I?" Charlie rolled his eyes and stepped closer, allowing the warm arm to wrap around his waist.

They left the ground with a sharp jerk, cool air whipping through Charlie's hair and stinging his eyes. He me out a sharp yelp as they swung around the corner of a building and up toward the roof of the next.

"I've got you." The voice was comfortingly familiar by his ear yet he still couldn't place it.

Charlie shifted and buried his face against his shoulder, the hand not wrapped around his back reaching up to lock itself around his neck.

They touched ground a moment later and the Spider-Man held onto Charlie as he regained his balance before taking several hasty steps backward, nearly tripping back over the edge of the roof.

An arm caught and steadied him. "Easy there."

Charlie flushed and cast a nauseated look at the edge before dropping down to sit. "Shit."

"Are you alright? Are you hurt?" Worry colored the unplaceable familiar voice.

"Don't like heights." Charlie hissed, dropping his head to his knees.

"Right. Sorry about that. Want to take a minute or do you want me to bring you down now?" The Spider-Man settled carefully on the ground next to him, raising a gentle hand to rub soothing circles onto his back.

"Need a minute." Charlie took several deep calming breaths through his nose before looking up at the masked face. "I'm Charlie."

"Nice to meet you. Though better circumstances would've been preferable. What're you doing wandering this part of the city at night anyway?" The tone was chiding, but not condescending.

"Just... Thinking about stuff."

"Good stuff?"

"I have no idea." Charlie dropped his head to his knees again, voice muffled. "My best friend and I were supposed to go on a date tonight."

"Oh..." The hand on his back began moving again in soothing circles.

"We had a fight. About you actually."

"Me? Do I know your friend?"

Charlie shrugged. "No idea. But he's fucking in love with you and I'm fucking in love with him and I just want him to look at me the way he looks at you."

A disbelieving laugh left the Spider-Man's mouth and Charlie flushed in embarrassment and anger.

" No. Sorry. I'm not laughing at you. It's just, this is the most unusual conversation I've ever had."

Charlie snorted. "Sorry. You probably don't want to hear about the problems in my nonexistent relationship."

The Spider-Man shrugged and stood. "Ready for a ride down?"

Charlie took in a shaky breath and accepted the hand up. "You're not so bad, you know."

"How sweet of you." His voice was teasing as he wrapped an arm around Charlie's waist again and walked them slowly toward the ledge. "You may want to hold on."

Charlie wrapped both his arms around him and buried his face against the cloth covered neck. "Make it fast please."

A soft, fond chuckle slipped from his mouth. "Sure thing."

Then they were dropping. Charlie clung tightly to him as a noise he wasn't entirely proud of escaped his lips.

They hit the ground gently and the Spider-Man didn't release him immediately. "Are you going to be okay getting home?"

"Yeah. I'm just around the block." Charlie murmured, ducking his head a little.

"Can I be forward?"

His head snapped up to gaze at the masked eyes. "Yeah."

"You're really cute."

Charlie ducked his head. "I'd return the sentiment but..."

The Spider-Man let out a soft chuckle and released him, shooting a web into the air and flipping so he was dangling upside down, facing Charlie.

Acting on impulse, Charlie reached forward, fingers catching the edge of the mask and slowly pulling it up and over his chin, barely uncovering his lips.

He considered tugging it further, But the whispered "don't" had him releasing the fabric and sliding his fingers over the smooth skin of the exposed neck.

He leaned in close. "May I?"

The Spider-Man, still dangling upside from his web, stretched forward and pressed his lips softly to Charlie's.

A shiver races down the boys spine and he pressed closer, tentatively moving their lips together.

Justin would absolutely die if he were here right now.

Justin.

Shit.

Charlie took a step back, tearing their lips apart. "Shit. Shit. I can't. I'm sorry."

"What?"

"Justin... I can't. I'm so sorry. But Justin, I... I'm in love with him and I can't do this."

"It's fine. Completely understood. Go call your friend. You said you had fight? Fix it. You're in love with him so tell him, maybe he feels the same way." Before Charlie could blink, Spider-Man was gone.

Justin hadn't picked up Charlie's phone call last night and had ignored his text messages all day.

Charlie couldn't remember the last time he'd spent a Saturday without some form of contact with his best friend.

He waited anxiously all day, checking his phone every few seconds before his patience finally snapped early in the evening.

He made his was out of the apartment and the few blocks over to Justin's, slipping quietly inside. They'd been friends for long enough that the need to knock had completely disappeared years ago.

He hesitated, with a hand raised to knock on Justin's bedroom door before, for whatever reason, forgoing that thought and sliding the door open with a call of "You will never believe what happened to me last night."

Justin froze, eyes wide, backpack in his hands and... Wearing Spider-Man's suit.

"Or maybe you will." Charlie breathed quietly. "Justin? What's going on?"

"Close the door." Justin hissed, dropping the backpack onto his bed.

Charlie obeyed without question before rounding on his friend. "J. What the hell? Are you... Are you Spider-Man?"

Justin gestured to his suit, rolling his eyes at Charlie's question.

Charlie was in his space in the next second. "You're an awful person."

"What?" Justin looked startled.

Charlie pushed him back against the wall. "Why didn't you tell me you're the freaking Spider-Man. Shit. I said... Last night."

Justin smiled softly at him. "Hey Chaz?"

"Hmm?" The American tugged anxiously at his hair.

"I love you too."

Charlie crowded into his space, settling his hands gently on either side of his neck. "May I?"

Justin surged forward, hands twisting into Charlie hair and pulled him in for a deep kiss.