Peter was lying on his bed thinking about MJ. He always wanted to know why she was always acted weird with him. They'd been dating for over 9 months and he still felt like she wasn't fully committed to him, but he didn't think much of it he knew MJ loved him and she was probably just acting weird because Gwen moved in. Gwen was a very pretty and honest girl he could always go to her for the cold hard truth. Ever since her dad died Gwen went from an A+ student to solid D's. Aunt May found her one time in an alley with slits in her arms. She decided to take Gwen in and keep her safe at her place.

"Hi Peter." he heard Gwen's shy voice say.

"H-hey Gwen whats up?" Its was weird. Gwen never came into his room only to creep in and tell him dinner was ready, but other than that she had never really been inside his room.

"We're friends right?"

"Yeah I guess."

"And friends do things for each other."

"Of course, Gwen are you okay?"

"Well, you know i've been really stressed and umm,"

"Gwen?"

"I want to have sex."

"Sex? Umm okay well…"

"With you."

"What?! But I'm with MJ!"

"I didn't say she had to know…"

"Gwen? I can't... I mean…"

"Peter all I have been feeling is grief. I mean, you don't want me to hurt myself do you?"

"That's emotional blackmail!"

"Peter just think about it. I could've asked anyone to do this but I know you wouldn't blab about it to anyone. Your different and the fact that your resisting me now makes me want it to be you even more."

"Nobody will know?"

"Not a soul."

"Well if you think it will help then I guess so." He agreed to the sex with Gwen because of guilt. He felt responsible for her father's death. If it weren't for spiderman and maybe her dad would have been alive. Gwen began to take off the baggy shirt she was wearing and expose all of her nakedness. He lay her down on his bed.

"Wait!" He said..

"What?" She asks confused.

She got up from the bed and was standing on the opposite side of the room as him.

"Gwen i'm a virgin."

"So am I Peter."

"And you want to have your first time with me?"

"Yeah! that's kinda why I'm here."

"True. Sorry. I over think things a lot."

"Ha- me too."

"Oh fuck it."

He rushed over to her throwing her back on the bed. He undressed himself and lay onto of Gwen at they did it, they had sex. Gwen expected it to hurt more than it did. For some reason Peter didn't feel guilty. MJ was pushing him away and he needed something.

"Thanks Peter."

"Uhhh, your welcome I guess."

"Yeah and it was a one time thing right? She said.

"Sure."

"Goodnight Peter." She put her shirt back on and tiptoed back to her room. It felt so weird, like he was being cared for. He felt like he could tell her anything. Gwen was such a sweet girl, not to mention crazy hot. It was like he'd known her forever, but it was probably nothing he loved MJ not Gwen it was just sex nothing else.

After that night it became a routine, Gwen would walk in to Peter's room they'd do it maybe talk for a couple of minutes, and she'd leave. They never talked about in front of people mostly amongst themselves. Once in a while they always said it was the last time but they always found them selves back at the same spot. One night when Gwen tiptoed in his room he caught him having a conversation with MJ. She mouthed a sorry and was about to walk out when Peter gestures for her to stay. He sat on his computer chair and could MJ's loud voice through the phone.

"Peter! Just tell me why you didn't want to see the movie?"

"MJ, you know I don't like that kinda stuff."

"I knew it!"

"Knew what?"

"Your cheating on me aren't you? I bet it's with that ugly blonde! She isn't even cute." When Gwen heard the insult she mouthed a sarcastic aww, Peter chuckled and that set off MJ even more.

"She's there isn't she, really Peter?"

"MJ! Calm down-"

"Don't tell me to calm down, I really care about you Peter I'm just scared okay." Peter was tired of the fighting so he decided ti just give in.

"Your right, babe I'm sorry."

"Im glad you see it my way. So will I talk to you tomorrow?"

"Definitely, love you bye!"

"K bye." And she hung up the phone. Peter looked at Gwen embarrassed when she spoke up.

"Well if I hadn't see 'em I honestly would have thought MJ took your balls away."

"Haha very funny." He said sarcastically.

"You wanna talk about it?"

"Well I guess."

"So what happened?"

"It all started with movie, she wanted to see that new movie about this Gatsby guy, so I told her I couldn't make it cause you know I'm not into that stuff." She nodded at him to go on. " And then she started freaking out about how I never want to go anywhere with her and a bunch of other bull-shit and I just couldn't take it anymore, so I just gave."

"Well… sucks to suck I guess."

"You know I can always count on you for a pep talk you know."

"Seriously though, if you're so miserable then why don't you just brake up."

"Cause I love her, I guess."

"That's sad."

"What?"

"cause i love her I guess" That's the saddest thing i've ever heard in my life."

"Well I mean i've told her."

"And did she say she loved you back."

"Well…" He put his head down ashamed.

"Peter!" She saw how embarrassed he was. She felt bad he had no one to care for him the way a girlfriend should. She stood up from the armchair and walked over to his bed.

"Peter come here." He walked over to his bed still ashamed, at least he was getting some action he thought to himself. She lay him down on his bed and snuggled up beside him.

"No funny business Parker, I mean it."

"Whyyy" he wined.

"Promise."

"ugh-"

"Promise." She pushed.

"Fine promise." She put her head into his chest, and he wrapped his arms around her waist. She felt comfortable in his arms. They both fell asleep wrapped around each other, it felt good for both of them. Around 4 o'clock on the morning Peter woke up alone with the scent of Gwen Stacy lingering in his bed. She must've of left a few seconds before. Now he knew, he needed to tell her. He needed to tell her who he was, that he was spider-man.