Author's Notes: This is quite a long chapter. I was writing Spidey as Ultimate Spiderman, but I guess a bit older and, you know, not dead. Steph is Batgirl from pre-Flashpoint but post-Return of Bruce Wayne. I got quite into this, so I hope you enjoy.

"Okay you two," Spiderman swung into the open, landing deftly on the rooftop behind the super-villain duo, "Which of you thought this team-up would be a good idea?" A bolt of electricity fired from Electro in a zig-zag towards Spiderman, who leaped out of the way with ease. "When you know it will just lead to a cool superhero team-up of our own," Batgirl announced, swinging into the street alongside them, her blonde hair waving in the breeze. "Grr..." Killer Croc snarled. "Sorry Croc, forgot you couldn't think at all," Spidey's feet crashed into the green monster's chest knocking it backwards into a brick wall with a thud.

Batgirl leaped into the air, dodging the streaks of lightning firing from Electro and she delivered a kick to Electro's face. Electro stumbled backwards and Steph followed through with a series of punches. Electro regained his balance and shot a jolt of electricity through her. Batgirl cried out, stumbling backwards herself. She looked down at the shreds of costume that still clung to her midriff. Oracle was going to kill her for that.

Spiderman looked up at her cry, his attention shifting away from Croc only for Croc to retaliate, slamming his fist into Spidey and knocking him into a heap on the ground at Steph's feet. Croc's fists slammed down but Spidey rolled out of the way just in time. Spiderman leaped up into the air and with a thwip, covered Croc's face in webbing.

When Croc had ripped the sticky web fluid away from his reptilian face he found himself no longer face to face with the wallcrawler, but instead with the blonde vigilante. Clasped in Batgirl's hand was now a long grey staff.

"I thought we talked about hitting girls Max," Spidey's foot connected with the side of Electro's face. "No matter how cute they are." A barrage of punches and web took Electro down. Spidey webbed his opponent to the wall for the police then turned to see how his fellow hero fared. Batgirl stood whistling, her staff pressing into the collapsed Killer Croc's forehead.

"Did you just call me cute?" Steph smirked. "Uh... no... I said... what sounds like cute? Lute. Because you look like you might play the lute..." She raised an eyebrow at his attempts to come up with an excuse. "Or boot. You wear boots. Nice boots. Not as fabulous as Iron Fist's. But boots none the less," he continued, "I'm sorry. I'm babbling. Your hair smells nice Did you know that the French for bat is chauve-souris?"

Steph took a moment to shake her head at his awkward nature, a wry smile on her face, then looked down at her costume. "Ugh, this is ruined," she muttered. "So um... You want to go get a milkshake or something?" she asked looking up. Spidey stood still and silent, perhaps in shock. "What?" she asked. "Sorry, I'm just used to web-slinging away after these kind of fights to escape the police, who for some reason believe everything is my fault. Milkshakes sound good."

Of course they had to change into something else first to avoid drawing attention, so it wasn't Spiderman and Batgirl that met for drinks but Steph Brown and Peter Parker. Steph was intrigued by how he looked without his mask. He wasn't what she imagined, in fact he was cuter. Conversation came easy once they got started and the two really hit it off. She couldn't stop herself from thinking about what he'd said earlier though.

"So you think I'm cute then," she said suddenly. Peter nearly choked on his drink. He searched desperately for an acceptable response and eventually came up with a response. "Gug," he said. "You're not too bad yourself," she winked, her hand gently gripping his. "Do you want to-" he started. "Yes," she interrupted and she kissed him.

Peter cupped her cheeks in his hand, kissing back passionately. When they broke off it was with a smile. "That was-" Peter started. "Amazing," Steph interrupted again. "Sorry, didn't mean to keep interrupting you," she quickly added. He smiled. "It's quite cute actually," he replied. "You sure you don't mean lute. Or boot." He kissed her again: "I'm sure."

"Do you uh... Do you want to see my base? Oracle's off with the Birds of Prey so it would just be us but... it's pretty cool," Steph asked. "Who's Oracle?" Peter asked as he finished off his milkshake. "She's... it doesn't matter. Do you want to?" Steph answered, remembering Oracle officially didn't exist anymore. "Sure," he grinned.

The journey back to Steph's Bat-Bunker was even quicker than she thought it was because he carried her there, web-swinging. Once there the tour was very quick as it wasn't very big and there really wasn't that much to see. He seemed pretty excited by the computers there though. Steph thought it was cute when he geeked out.

Then they kissed again. Their lips connected and Steph allowed herself to fall into the kiss. His arms held her tightly and he kissed her with such passion that all Steph wanted to do was lay down and let him cover her in kisses. Well, there was one other thing she wanted to do as well...

She pulled him down onto the floor on top of her and her fingers searched his chest until they got a grip on his shirt and pulled it off of him. Breathing hard, she fumbled with his jeans until she managed to undo them and pull them off also. Peter silently lifted her shirt up over her head. Steph was impressed: she hadn't thought he knew how to be silent. "You're so hot," she whispered, placing her hand against his bare chest.

There was a wide grin on his face as he rolled away her jeans. Clearly, he appreciated the compliment. "You're beautiful," he responded, kissing her nose. Her heart fluttered and his hands gently rubbed her thighs. They simply lay there in each other's arms for a moment until Steph reached up and unclasped her bra. Peter's eyes widened as it fell away.

She traced a line over his back with her fingers as his face dived into her breasts, licking the tits. He barely noticed as she gripped the edge of his underwear. She yanked it down to his ankles and off him. He continued to suck on her boobs but the hands on her thighs travelled to her panties and whipped them down in retaliation.

"I love you," Peter said suddenly. "I'm sorry," he apologised quickly. "Don't apologise," she smiled. "I do that. Apologise. All the time. For everything. Most things are my fault somehow so it's kind of a reflex. Sorry." She giggled. "I love you too," she whispered. He smiled and kissed her again. Then he pushed his pelvis against hers.

She moaned as he thrust into her, his penis pushing into her vagina. He continued to grind into her and she couldn't stop the moans. Every movement he made caused her to gasp or groan now that he was inside of her. He rocked into her consistently, fucking her with care. Her hands went to his chest again and rubbed at his nipples lustfully. He fondled her boobs in response and thrust a little faster.

He allowed his hands to roam over her body, soothing every curve, as his dick slammed into her again and again. Steph could feel herself starting to sweat as he screwed her. He was so passionate and so careful as he pounded into her, but so powerful and so sexy at the same time. "I'm close," she whispered and Peter picked up the pace, bringing her to her orgasm.

With a few more thrusts his penis joined her wet pussy, and they both moaned out desperately. Their eyes met and they kissed again, their lips connecting with love. "I love you so much," he whispered. She nodded, catching her breath. "Me too." "You love yourself?" he raised an eyebrow with a grin. "No... That's not what... You knew what I meant," she protested. He smiled and hugged her. "Yeah. Yeah I did... Does that mean I can join the X-Men as a telepath?"