Spider-Man swept through the streets holding Gwen protectively against his chest; she clung to him; excitement dancing in her eyes as the city went by them in a blur. They landed on the roof of his apartment smoothly and as soon as Gwen's feet touched solid ground she pounced on him - pressing her chest to his as he flung his mask off and their tongue's found each other's. They lost themselves in one another - kissing until he didn't think he could stand anymore.

"Gwen," Peter groaned as she pulled away just enough to look at him; their mouths still dangerously close. "Take me downstairs, Ace." She whispered, her cool breath against his mouth as he searched her face for any sign of doubt. "Yeah?"

She nodded slow, pressing her mouth to his again. A moan escaped him in response. They made their way to the stairwell door of the apartment building; trying to pull themselves apart with no luck. Peter wrapped his strong arms around her once again, swinging them down the first row of steps as they crashed into the wall and she pressed her body against his - pulling off her simple jean jacket. His hands snaked into her hair as they kissed and she untucked the top section of his suit - placing her hands under the hem of his shirt to touch his abs. Another groan escaped him.

If they didn't get to his bedroom soon he was going to fuck her in the stair well; and then in the hallway.

"Come," He growled, his voice deeper with desire. Peter took her hand; holding it tightly as he turned and guided them to the bottom of the steps and then through the empty hallway. Once they stood in front of his apartment Gwen grabbed his face and kissed him; letting him sink into her against the wooden door. His desire was apparent between them and keys were the last thing on his mind.

Peter reach behind Gwen; never breaking their contact as his hand found the knob to his apartment and he twisted hard, snapping the locking mechanism easily. The door opened as she backed into the apartment and his foot slammed the door with a bang.

Once they were truly alone she put some space between them; catching her breath as he pulled the shirt of his spider suit over his head - revealing his chiseled chest and arms. She felt weak looking at him and her desire showed across her face.

No one had ever looked at him like that before.

"Jesus, Gwen.." He groaned as she moved towards him again; running the tips of her fingers up his hard stomach and to his neck - pulling him down to her mouth again. His own hands moved over her back; cupping her perfect ass as she jumped just high enough to wrap her legs around his waist and he carried her towards his bedroom - never breaking their kiss.

Once inside the bare room Peter laid her back on the bed; looking down at her for a long moment as her chest heaved with anticipation.

"What?" She finally whispered; meeting his heated gaze. "You're the most beautiful woman I've ever seen..." He assured, glancing over her fully clothed body again. Gwen spread her legs - allowing him to crawl between them after removing her boots. "I bet you say that to all the ladies, Ace." She whispered with a grin; lifting herself to meet his waiting mouth - his hands moved behind her; touching her skin as he slipped her blouse off quickly. He ached for her - a feeling that he'd never quite had before.

Gwen sat back as Peter leaned over her; slipping his pants off then her tights - gazing over her body before shooting a web to a nearby drawer - producing a condom as Gwen unhooked her bra and their mouths found each other's again.

X

The next morning Peter opened his eyes slowly; glancing to the alarm clock on his dresser before finding Gwen sleeping peacefully beside him. It was 10:08AM. He couldn't remember the last time he's slept so late. Usually he was up with the morning shift police cruisers scoping out the day.

This morning he was waking up beside an angel.

The sunlight filtered through the blinds illuminating Gwen's profile as she slept; the slight smile on her over kissed lips brought on his own.

"Good morning, Ace." She whispered, never opening her eyes. Peter turned to her, sliding his hand down to her exposed hip. She was wearing her lacy black thong and nothing else. "Morning beautiful." He replied, running his hand over the rough material. Gwen's smile grew as she opened her eyes; focusing on him.

"Grilled cheese." She muttered, her stomach growling suddenly. Peter laughed. "For breakfast?"

"Grilled cheese for breakfast is life changing."

He pulled her over to him as she straddled his hips and laid her bare chest to his. Her hair fell around them as she searched his face. "You're life changing." He muttered, almost to himself as her grin spread and she leaned down to kiss him.

X

Peter looked up from his empty plate as there was a tap on the front door; glancing back into the apartment. Gwen was in the shower - the water running strong. Shit.

Pulling jeans on he walked to the door and opened it slowly; peering out into the hall. There was only one person he knew that would show up unannounced on a Tuesday afternoon.

"M.J., Hey."

"Hey Pete." She peered around the half shut door, surprised to see him in jeans and nothing else. "Bad time?"

"Uh, no. No," he cleared his throat. "What's up?"

"Can I come in?"

He opened the door wider and ushered her inside, glancing back towards the bathroom again. The water was off now but no sign of Gwen.

"Nice place. Could use some decor," she muttered with a smile - turning to face Peter. He forced a smile looking nervous. She watched him grab a shirt from a pile on the couch and pulled it on, pointing to the fridge.

"Drink?"

"No, thanks. I won't keep you I just wanted to check in. I haven't heard from you since May's funeral. I wanted to make sure you were doing ok."

Peter pulled a soda from the fridge and nodded, taking a long drink. "I'm good." He assured, following her gaze as Gwen emerged from the bedroom. She was wearing her tights from last night and one of his oversized blue flannel shirts tied at the waist.

"Oh, Hey." M.J. looked from Gwen to Peter - realization hitting her hard. "Hey." Gwen muttered, surprised to see Peter's ex but keeping her composure none the less.

"I'm sorry to intrude - I was just, checking on Peter. I didn't know.."

Gwen smiled; brushing past Peter to get to her purse. "No problem! I've got to get home anyway, finals are this week and I've got to study my ass off."

Wait she was leaving? Peter frowned, moving towards her quickly.

"I'll see you," Gwen assured him quietly - hanging her purse on her arm. M.J. could only watch the couple - the way they moved together it was like they were made for each other. "Gwen, I..." He didn't want her to leave.

She turned to M.J. and forced a smile, throwing her hand up in a small wave before turning to the door. Peter shot out a string of webbing suddenly, hitting her hand and pulling her back to him. He kissed her hard on the mouth causing her breath to catch in her throat and letting M.J. know they were together.

"Later Ace," she smiled - searching his eyes a moment longer as he whispered "Tonight, beautiful."

She walked out more confident; ignoring Mary-Jane's gawking stare. Once she was gone the redhead turned to Peter - trying to collect her thoughts.

"She knows you're Spider-Man?"

"Yeah."

"Peter, you barely know her. What if she tells someone? Sells a story to Jamison?"

Her remark caused Peter's eyes to narrow. "She saved my life. That night the prisoners were released the motley crew nearly beat me to death. Otto threw me off a building and I landed on her fire escape. I'd be dead without her."

"Peter, you need to be careful. If those, monsters, find out who you are they'll take everything from you."

He lifted his arms -showing off his empty apartment.

"I trust her more than anything."

"More than me?"

His shoulders fell.

"She's special to me, M.J. I won't apologize for that."

She sighed, turning towards the door. "Take care of yourself Pete."

"It doesn't have to be like this. We can still be friends."

Mary-Jane smiled, nodding slightly. "Of course. I've got to get some work done. I just wanted to make sure you were ok and it looks like you are. I'll see you later."

Peter could only watch her leave - turning her back to him and hurrying down the hallway.

X

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