Because Peter and Kate got back to their apartments and fell asleep in the dead of the early morning hours, and they have no classes yet because of Christmas break, it's 11AM before either of them even wakes up.

Tired after a night of fighting crime and swinging on webs, Peter bundles up and heads to a coffee shop to wake himself and warm himself. He walks by the "Peter Pan Donut & Pastry Shop," glancing inside, hoping to get a peek of MJ working a morning shift. To keep himself from being tempted into a relationship with her, he avoids going in at all costs if she's there. If she's not working, he gets a coffee, simply living in the nostalgia of his former girlfriend's workplace. Today, it doesn't look like she's there. Another girl is working the front counter, so he goes inside to get a drink.

As he approaches the front counter, slowly walking and looking around at everything, appreciating every detail, the girl at the front swaps jobs with someone in the back, leaving the front counter. Her replacement comes through the doors to the back, and Peter's heart stops when he sees who it is.

It's MJ.

Freaking out internally, Peter gets ready to leave, but social convention prevents him from leaving when MJ asks, "So, what can I get for you?"

"I… uh…" Peter stammers, gazing into MJ's eyes.

MJ raises an eyebrow, confused at Peter's behavior. "Everything okay there?" She asks.

"Uh, yeah," Peter says, clearing his throat, still looking at MJ. "Everything's fine. I'm just… lost."

"You're lost?" MJ repeats. "Do you need help getting somewhere?"

"Oh, it's not that kind of lost," Peter responds.

"Okay, then," MJ says, nodding lightly. The man in front of her looks familiar. And handsome. But on the clock, she has to hide her thoughts. "So," she asks, "are you going to buy anything?"

"I'll just have a regular coffee and a doughnut, please," Peter says, wanting to get out of there fast, not wanting to break his heart any further.

"What kind of doughnut?" MJ responds, getting the coffee.

"What… would… you recommend?" Peter asks, not knowing what kind to get and still disoriented from finding MJ.

"Look at this, this is a good one," MJ says, pointing at a certain row of doughnuts. "It's just a regular doughnut, but you can't beat classic."

"Well, of course not," Peter replies, "it's a classic for a reason. I'll take that."

While MJ gets Peter's doughnut, the bell above the door rings and a woosh of cold enters the shop. Someone came in. Naturally, Peter turns his head to see who it is. Again, his heart stops.

It's Kate Bishop.

Paranoid, Peter wonders if Kate somehow figured out his secret. He reminds himself, though, that nobody knows. Nobody knows. They just happen to be in the same spot at the same time.

MJ smiles when she sees Kate. "Hey, Kate!" She says cheerily, handing Peter his coffee and doughnut. Turning her attention to the sale, she waits for Peter to pay. Peter is watching Kate's every move, frozen by her sudden appearance. He may be an Avenger, but he's still a human.

"What's up, MJ," Kate replies, sitting down at one of the seats at the counter. "Busy day?"

"Not really," MJ responds. She turns to Peter, who is staring at Kate. "Hey," MJ says to Peter. "Yoo hoo. Sir."

Peter snaps out of his daze. "Oh. Sorry." He pays for his food and walks slowly to the door, not wanting to leave.

Meanwhile, MJ goes over to Kate. She leans on the counter and watches Peter.

Kate follows MJ's eyes and sees what she's looking at. "You like him?" She asks quietly.

MJ nods. "Yeah."

"Me, too," Kate muses. "Pretty cute. That wavy brown hair. You know old he is?"

"No idea."

"You should ask him out," Kate suggests. "You two would be adorable together."

MJ shakes her head. "Can't. Won't. For one thing, I'm on the clock. For another—"

Kate interrupts, "You're too scared of rejection."

MJ nods.

Kate says, "What is it you always say? Expect disappointment and you'll never be disappointed?"

"Yeah," MJ responds, "but you can't be disappointed if you avoid potentially disappointing experiences."

"What's his name?" Kate asks.

"Peter Parker," MJ mumbles. The one time she met him, he made such an impression on her that she remembered his name and his face.

"He IS cute," Kate comments. She sighs longingly.

The bell above the door rings as Peter opens it, leaving.

"Wait!" MJ calls after Peter, standing up straight.

Peter stops and turns around, standing in the threshold of the doorway, letting the freezing air in. He makes eye contact with MJ and points at himself, making sure she's talking to him.

"Uh," MJ says, "shut the door. My boss will get mad at me if it gets too cold in here."

"Okay…" Peter reacts, taking a step inside and shutting the door.

MJ does not say anything. She just stands there.

Kate whispers, "Come on! Ask him out!"

"I can't!" MJ whispers back, trying not to move her mouth. "I'm too shy!"

"Well, do something!" Kate responds.

Peter asks MJ, "Is everything okay? Did I not pay correctly or something?" He just wants to go; every second is worse than the last, seeing the one thing he wants right in front of him but knowing he cannot have it.

MJ shakes her head. "No. Just… have a nice day."

"Uh, thanks," Peter says, leaving quickly after that.

As soon as the door shuts, Kate reacts to MJ, "What was that?!"

"I don't know, okay?" MJ responds. "I'm just not good under pressure!"

"That went as bad as it could've!" Kate responds.

"I know!" MJ groans. "I'm stupid! I should've played that a lot cooler."

"That was horrible!" Kate remarks.

"Okay, you know what?" MJ says. "It's not the end of the world. If he's showed up twice before, he can show up again. I'll just ask him out then."

Neither of them says anything for a moment.

MJ realizes it and states, "I blew it."

"Yep," Kate agrees. "You blew it."

Meanwhile, Peter is walking down the street back to his apartment, mentally beating himself up about the whole thing. Just like it did the first time, and the second time, he's broken. He saw her, the girl he wants, and could not have her. He knows he can't, but it still hurts. He had to be awkward. He had to go there. He could not look away from her. He was overall a dork and a weirdo. Everything feels empty now. Feeling that rejection all over again reminds him that he has no one. He has no one to love. He has no one to love him back. He has nothing.

There is one girl he wouldn't mind going out with: Kate. To him, she is awesome. She's cute. If she has an apartment and can knock out bad guys, she appears to be able to handle herself. But no. Peter knows he cannot. He cannot risk any harm to her. If there was one girl he would date, it would be her. She already confessed to him without knowing it that she has worked with Hawkeye. She can defend herself. But no, Peter can't ask her to defend herself. He cannot risk that. As much as he desires, yearns, and dreams to take a chance on someone, he cannot ask someone else to take that same chance on him, for safety's sake.

It has been like this since the spell was cast, a few weeks ago. No love anywhere. Just emptiness. Darkness. Everywhere he looks, there is quality people, good people he wants to be friends with. He knows a few people superficially; who doesn't? However, he has not given himself the chance to get to know anyone personally or deeply. For weeks. With no friends and no family, the desire for affection, for love, has been building up inside him. Sooner or later, something is going to be set off.

Within a few minutes, he gets home to his apartment, where he breaks out the textbooks and studies physics, math, science; all that hard stuff. Even though he is on a break from school, he is not on a break from learning.