Continuing to walk for a while after their conversation, they ended up at the city harbour and found a peaceful spot on the edge of the Dock that overlooked miles upon miles of the sea and sat down together.

Gwen rested her head on Peter's shoulder as they both gazed out into the open water, admiring the beautiful sight. He placed his left hand upon her knee and rested his own head on the top of hers. For the first time in a long time, everything was quiet and peaceful.

Harry was still out there somewhere, but there had been no signs of him yet. Peter would get around to tracking him down at the first sign of trouble though.

"Teach me." Gwen said suddenly.

"Huh?" He quizzed, not quite understanding.

"Teach me how to be a spider hero." She clarified.

"I don't know Gwen, it's kind of dangerous… Well actually it's extremely dangerous." He warned.

"Yeah but if you teach me then I can learn to defend myself and also help you out." She informed him.

"True, but I don't want you risking your life." He objected.

"And I don't want to lose you either, Peter. It goes both ways. If we fight together then we will be stronger." She pointed out.

"You make a good point… Alright, I'll do it, but you have to promise me something."

"What is it?" She questioned nervously.

"If things start looking grim during a fight… Don't try to save me, run." He requested.

"What? No! Peter, I can't do that! I'm not willing to just run for my life if yours is on the line." She protested.

"But Gwen… I don't want you to get hurt."

"Which means nothing to me if you're right next to me… I'm sorry, but I can't make that promise because I won't be able to keep it." She refused.

Lifting her head, she stood up and turned away, fighting back tears. Mentally kicking himself, Peter jumped up immediately and turned to her, placing a hand on her shoulder to try and convince her to turn and look at him.

"I'm sorry… It was stupid of me to ask that of you, I know that if it were the other way around that I would also have that same reaction." He began, speaking softly and calmly.

"I'm not mad Peter… I just want you to understand me." She admitted.

"I know, and I do understand you because it's exactly the same for me… Alright, how about this? Just promise me that we work together?" He suggested.

"That I can promise." She agreed with a weak laugh as she turned around to face him once again.

He smiled a sympathetic smile as he reached out with his hand and placed it on her cheek, wiping away a falling tear. He licked his dry lips and stared deep into her eyes.

"So you really want to be like me, huh?" He asked.

She nodded, using her own hands to hold his to her cheek, enjoying the warmth.

"Well… First thing's first… You're gonna need a disguise. How about we go back to mine and start working it out?" He suggested.

"I'd like that very much." She beamed as a smile replaced her frown.

Both satisfied with how they had worked out their issues, they left the harbour and headed straight to the house where Peter still lived with his aunt May.

"Aunt May?" Peter called out as he followed Gwen through the front door.

"Erm… Peter." Gwen said awkwardly.

"Yeah?" He asked, then looked to where she was pointing to a note that was left on the kitchen table.

Peter,

Gone shopping. Be back soon. There's a couple of burgers left in the microwave if you get hungry.

Love,

Aunt May.

"She's gone shopping. We have the house to ourselves for a couple of hours it seems." He informed her.

"We're free to talk openly about it? Perfect!"

"It seems so. Come on, let's go up to my room… It would be safer there." He instructed her.

Taking her hand, he led her up the stairs to his bedroom and went to sit on the bed, patting the empty space next to him. Without a question, she sat down beside him and watched curiously as he pulled out all of the sketchbooks containing his old costume design drawings.

"What is this?" She asked, eyeing the books.

"These contain some sketches I made after discovering all of the powers, I had an image in my head and this is how it turned out." He explained, handing them over to her.

Opening up the first book, her eyes twinkled as she saw Peter's initial sketch and her face twisted in laughter. Although she knew they were serious, she couldn't help but find them adorable.

"These are cute." She teasingly complimented.

"Cute?... Dude, they're meant to be badass." He corrected her.

"I know, I know… But they're an initial design… Unfortunately they are cute, but if it helps… You are a badass, and it's kind of hot if I do say so myself." She informed him with a giggle.

"Oh it is, is it?... Well I'm willing to bet that you're going to be the hot one in a costume." He flirted.

"Do I really have to wear Spandex though?" She asked.

"Not really, but it is easier to move around in and much more flexible."

"Flexible?"

"Uh-huh."

"Okay, Spandex it is then." She said with a fake sigh.

"I don't see you complaining about me wearing it." He quipped.

"No but you don't have boobs that old men like to think it's okay to stare at." She retorted.

"Touché."

"But aside from that… I just, I don't think it'll look good on me, not like it does on you." She admitted, her tone serious now.

"Are you kidding me?... That's what you're worried about?" He chuckled.

"Well… Yeah." She confirmed.

Hearing her reasons, he burst into laughter at the thought. When he had created his costume, he hadn't given two thoughts to how ridiculous he must look, but of course, despite her strong exterior Gwen was still a girl and still had insecurities.

"Seriously!"

"I'm sorry." He said, straightening up and killing his laughter.

Feeling like a little bit of a jerk, he took both her hands into his own and looked her in the eyes with a smile that overflowed with his love for her.

"Listen to me, you don't need to worry about that Gwen. I mean why would you, you're beautiful, and by that I mean absolutely stunning and gorgeous." He told her.

Her cheeks flushed almost the same shade of red that was on his Spider-man suit as his words melted her heart. She closed her eyes and leaned in, kissing him softly.

"I love you." She whispered in his ear as she pulled away again.

"I love you too… Now what do you say we get this disguise underway?" He prompted.

"I'd like that very much." She agreed.

Taking away the top sketchbook, Peter pointed at the second one and then handed her a pencil from his bedside unit.

"Well, what are you waiting for? Have at it!" He encouraged her.

"Me?... Oh no, I don't draw." She stated.

"That costume isn't going to design itself." He reminded her.

"But… You're a better artist than me, I want you to do it. I'm curious to see what you come up with." She explained.

"You want me to design your outfit?" He questioned in shock.

"Please." She begged, pouting her lips and making the infamous puppy dog eyes.

Finding her pleading face irresistible, he rolled his eyes at his lack of self control and nodded his head in agreement, watching with a grin as her face lit up in excitement and and almost leapt into his arms as she embraced him in a grateful hug.

"Thank you!" She beamed.

"You're welcome."

Finally having got him to agree to be the designer, she handed the pencil and sketchbook back to him and watched with lit up eyes as he began a rough sketch, occasionally glancing up at her and pausing as though he was taking in some sort of detail.

The cycle of sketching, glancing up at her, rubbing out a line and replacing it went on for another hour at least and after being sat in peaceful silence for almost the entire process, he finally dropped the pencil and stood up.

"All done!" He announced excitedly.

"Can I see?" She asked, anticipating what he had come up with.

"Oh… Yeah… Here." He said, handing her the book as he'd almost forgotten.

Looking down at what was now on the once blank page, she was left speechless. Despite her slight fears of him drawing something funny, he had actually come up with an amazing design. Everything from the colour scheme to the minor details… It was absolutely perfect.

He had sketched out quite clearly, a skin tight full bodied suit, similar to his own. From the chest area down to the feet was shining black, and from the chest upwards it was white, with long sleeves on the arms that had patches of red with web patterns, and a hood; white on the outside but red on the inside, that covered most of her blonde hair. The mask was also pure white with a hint of pink that outlined the eyes. The shoes were a turquoise blue that seemed to be illuminated against the black surface of the feet.

"So… What do you think?" He asked, fiddling with his fingers, worried that she may not like it at all.

"I love it! Peter, it's perfect. How did you get this first try?" She asked, amazed at the talent.

"It was pretty easy. All I had to do was focus on that gorgeous body of yours and design it in a shape and colour that would compliment you." He explained, overjoyed that she liked it.

"You did amazingly." She told him.

"Thank you… Though next comes the hard part."

"The hard part?" She questioned.

"Yeah, bringing it from paper and making it real." He informed her.

"Ah, now that's my strength… I got this part. Perhaps we should take this sketch back to mine and then we can use some old clothes and… And the remaining Spandex left over from your costume to put it together." She suggested.

"Alright then… Let's go!" He cheered.