"Oh god oh god oh god." Those two syllables became Gwen's mantra over the next few minutes. Having Peter around became a hindrance when she found herself held tightly in his arms, as if he knew she would want to see what had happened to Harry, if he was alright and how he could've been so stupid as to do some sort of experiment when he wasn't trained at all, didn't he realise the risks? But Peter refused to let her move, telling her that it probably wasn't safe.

"Can you just, for once, look out for yourself?" He hissed at her, sounding so absolutely furious that she stopped struggling. "You don't seem to realise how dangerous things can be. Of course you worry more than the average person if it's putting me in harm's way, or Harry... but when it comes to yourself... Fuck, Gwen. Don't you realise how I can't bear to lose you?" Peter was pissed. This was his girlfriend, and he loved her more than anything else, but over the past few months she'd stopped thinking like a normal person. A normal person would not have wandered the streets of New York in the middle of the night, even if it was summertime. A normal person wouldn't have risked being around someone like Harry, who had been involved in a drugs scandal one way or another the entire time Peter had known him. A normal person, Peter realised with a sinking heart, wouldn't have been in a relationship with a so-called superhero. So he amended his previous statement and decided he didn't want her to be a "normal person." He just wanted her to be a little more sane. "I love you, Gwen. Just don't be dumb. Please."

She didn't move for several minutes, but then she heard the slam of a door and her head snapped to see the heir to the Osborne empire stumbling out of his own building.

She turned back to Peter and, though she couldn't see his face, she could tell that there was a look of resignation on it, as his grip loosened. "We'll talk about this some other time, okay?" She promised, already clambering down the metal stairs and yelling after her friend.

Peter, meanwhile, took the opportunity to disappear. He trusted Gwen, of course he did. But if she was getting along so well with the guy who was desperate to kill him, he'd rather not see. Besides, Gwen had made her choice.

"What are you doing here, Gwen?" Harry was shaking, she noticed. He was shaking and he looked cold and Gwen just wanted to wrap him up and stroke his hair and treat him like the child that he still was. But one look in his eyes told her that that wasn't going to be possible. She just had to try and get through to him and stop this madness, especially if it could hurt the only boy she'd ever loved.

"I could ask you the same thing." There was no response, but Gwen carried on walking with him, not giving up this time. "I heard the explosion, what happened?" Still no response, so she hit him lightly, not being able to ignore the way he recoiled from her touch like she had left a bruise. "Harry, nobody is going to be angry at you. Just tell me what went on and we can sort it before anyone else gets hurt."

"People already are hurt, Gwen. Don't you get it?" This was more words strung together than Harry had managed for weeks, and Gwen figured it was a rhetorical question so she didn't have to ruin his flow. "My dad, your dad, all ruined by the same thing."

"Your dad was sick, Harry. That has nothing to do with Spiderman." She couldn't help herself from sticking up for her boyfriend.

"Why are you supporting him? He killed your dad, and he stopped my dad from living longer. He is a monster, and I'm going to stop him. Once and for all." He paused, sentences formulating in his brain, wondering which one was the best one to actually say. "You wanted to know what I was doing at Oscorp? What happened to make the explosion? You'll find out soon enough."

And then, in the blink of an eye, Harry was gone, leaving Gwen standing there, stunned.

...

"I'm so fucking pissed at you right now." Peter murmured against her lips, his words going completely against his actions. When Gwen had made it home that night, he'd been waiting on her fire escape and she hadn't even paused before letting him in, even though she wasn't really ready for the discussion that she had been sure would follow. But when he's clambered in her window, there had been no words before his lips were pressing insistently against hers, and it would seem that there was no way conversation would occur tonight.

"The feeling's mutual." She groaned back, arms wrapping around him as he pushed his tongue into her mouth. Sure, there's a part of her that wants to know exactly what he's hoping to achieve here, especially when he's refusing to talk to her. The rest of her, however, is content to just have this, the making out that's making her blood boil and her heart pound.

His hands are on her waist now, his fingertips igniting flames even through her shirt. As they started to move further below until they were cupping her ass, she paused, her own hands now pushing lightly against his chest, forcing him to stop kissing her. It's an instinctive reaction, seeing as it happens every single time she feels like it's gone too far. "Gwen, I need you." His voice breaks a little bit, pleading with pure want, his eyes permanently focussed on her lips.

And in that moment, she realises that she's ready. Maybe she should wait until it's romantic, until they're celebrating graduation or after prom or when it's not 3 am and she hasn't just snuck in from going out and they haven't had a week long argument or when they've discussed it thoroughly - birth control isn't an issue, she hasn't been with anyone else and nor has Peter and she's been on the pill since she was 14, but that doesn't mean they shouldn't at least discuss their future and where their relationship is going... but all of that can wait. She's ready, and by the way Peter is looking at her, biting his lip and giving her those eyes, he's ready too.

"Okay." She whispers, which probably sounds like she's only agreeing to it because Peter wants it, but that is more than far from the truth. It's enough for him, anyway, as his lips capture hers once more and he's backing her up, away from the window, towards her bed.

"Want you- so bad-" The words falling out of his mouth are incoherent, barely there sentences, grunted as they fall onto the mattress. His hands are here, there, everywhere - tracing patterns along her abdomen, still clutching at her waist, then fumbling with the shoulders of her hoody. But the words have the affect they need to, Gwen feeling heat pool at the base of her stomach.

"I'm still annoyed at you." She reminds him, or at least she tried to. The reality is she got two words into that sentence and was forced to break off with a small gasp - his tongue now flicking across her collar bone, fingers having been successful at removing one of the layers that separated their skin. So the meaning of the sentence was lost into her hazy consciousness, and she couldn't bring herself to care.

Before either of them can really accept that this is happening, their clothes are lost, thrown haphazardly towards the ground, and she's faced with the reality of how she makes him feel; being able to feel him pressing against her leg. She moans, and Peter's head snaps up to make eye contact with her, his eyes dark. She realises that she's rarely, if ever, let noises slip out of her mouth, and it would seem that it was a massive turn on.

But he doesn't really let it stop him, eyes widening as he lifts himself up to remove his pants. It's the first time that he's been able to see his girlfriend in all her glory, from the roundness of her breasts as they heave up and down in her bra with every breath, the flat panes of her stomach, the curve of her hips, only accentuated by her underwear... "Are you sure?" He checks, feeling completely overwhelmed by the way this evening has gone but trying desperately to make sure she's on the same page as him.

There's no answer, she's seemingly distracted, eyes focussed on his abs, even though she's seen them multiple times before when she's had to nurse him back to health. Peter repeats the question, already preparing to grab his jeans and pull them back on. But before he can, when he's just began to motion of backing away, Gwen leaps into action, grabbing his shoulders, telling him to shut up and silencing his lips with hers in case he didn't quite get the picture.

She is completely, positively, 100% sure.

...

His mind is spinning. How many times has he fantasized about this, even when Gwen didn't know who he was or what he was like, he's imagined how it would feel to have her naked under him (he's a boy, what did you expect?). But the reality is... well, it's a million times better. Her lips are on his, her fingers scraping through his hair, feet running up and down his calves... breasts pushing into his chest. He can feel the peaks of her nipples - evidence that he's at least doing something right here - and it's taking all he can do not to yank down his boxers and bury himself in her.

But he won't do that. "Can I-" He stutters, stumbling on his words. "I want to try something." He can't help himself, even though his own body is crying out for release, throbbing almost painfully. His lips move from Gwen's to her neck, and he focuses on the way that she's breathing. So when her breathing falters he knows that he's found a pressure point there, and he sucks a little harder. There's a part of him that is desperate to mark her, to brand her as his, no matter what the outside world wants to do.

He's almost managed to forget that he is actually Spider-man, until his fingers find their way onto her chest, hands feeling the hot flesh and fingertips catching ever so slightly whenever he moves. The first time it happens his girlfriend gasps, and he stops, scared that the superhero thing might further hinder their night.

"Why did you stop?" She asks, back already arching to push herself further into his palms. And so he continues, wanting to commit this to memory. Then his hands move further south, tracing patterns along her thighs, as his lips follow. This is what he wanted to try, mainly because the idea of Gwen losing herself, losing control, forgetting everything except the pleasure that he's giving her - that's worth losing himself over.

So that's how it comes to be that his fingers are inside of her, cautiously testing the angles until he hears another moan and he figures he's found the right spot. And Peter loves to hear that sound. It sends shivers right down his spine and sends his blood southwards. The fact that it's him that's causing it... that's just the cherry on top.

He experiments, investigating with curling his fingers, using three fingers or two, harder thrusts, deeper thrusts, until Gwen's moans turn to pants (which is good, because otherwise they would raise suspicion from the other members of this household) and she's tightening around his fingers. And he watches, his dreams becoming reality as her mouth falls open and her eyes clench shut and a light sheen of sweat breaks out across her skin.

"Wow. That was... yeah." When she gets her voice back, it's hoarser than usual. And he's harder than he ever has been before. And all he can do is watch her as she comes down from her orgasm, because he knows that if he kisses her right now, there's no way of hiding how much he wants her, and he can't force her into this. He won't. But soon she's looking back at him with a questioning look on her face, which quickly turns into worry and doubt. "You don't want to continue?"

"I was just... I wasn't sure if you wanted to... I-" Why is it that he can never formulate the words right when he needs to? It's lucky that Gwen finds it endearing or at least not a turn off, if the way that she tugs down his boxers with her feet and starts kissing him again is any indication. "Tell me if I hurt you, okay?"

The truth is that he enters her so slowly it's not painful at all. It's weird, so unlike anything she's ever experienced, but she wouldn't say it was anything more than a little uncomfortable. So she smiles up at him, eyes wide as she tries to let him know that it's okay, that he can move faster. And move faster he does, and deeper, and he's the one making the noises now (after spending the rest of the exchange just gaping at her or breathing shallow against her skin), little grunts and moans that seem to resonate right through her.

It's a turn on, to be able to watch his muscles move with every thrust, to see his hips falter as he gets closer and closer. And she loves him even more for it.

He thanks everything that led to this very moment: him, encompassed in her warmth, kissing her neck and just being with her, in every sense of the word. And when he cums, it's glorious and perfect. And when they giggle awkwardly, and when they curl up together and she tells him she loves him... happy is all he feels.

...

A/N: eeeee, smut. Please R&R, this chapter took a lot of work :/