"As you all know, the fashion industry and the photography industry are closely linked," Mr Phillips began loudly, trying to gain the attention of the yawning students.

Despite what her old room mate had said, Alexia did know a thing or two about clothing designers. Although she didn't want to design clothes for a living, she'd become talented at it. Since she was a model, Alexia thought that it would make sense to learn everything she could about the fashion industry.

Today, instead of the regular classroom, she'd been directed to a large auditorium, where another class as well as her own was working.

"As a result," the teacher continued, "clothing designers and photographers need to learn how to work together-,"

He was interrupted by the sound of the auditorium door slamming shut, the noise echoing loudly, and everyone looked in that direction.

Peter Parker looked around, visibly embarrassed.

"Sorry. My bike broke down and-,"

Save it, Parker. Just take a seat," Mr. Phillips said tiredly.

Peter nodded and quickly walked to where everyone was seated. Alexia waved at him, and he looked up, surprised to see her there. Seeing on other seat available, he took the one next to her.

"Hi," Alexia said, glad to see him, but still nervous about their last meeting.

"Hi", Peter responded, feeling even more awkward than she did.

"So for the next month, you will be working together-,"

Both Alexia and Peter tuned out as Mr. Phillips described the details of the project, trying to think of something to ease the awkwardness of the situation, but neither of them came up with anything.

Eventually, Alexia opened her sketchbook and started to draw a design for an evening gown, glancing over at Peter every few minutes.

'How can someone so special look so normal?', she thought.

He appeared to be exactly what he was at the moment; a regular, if perhaps a bit geeky, photography student, and Alexia found herself wondering where his costume was. Was he wearing it under his clothes, or was it in his backpack?

Her casual glances at him didn't reveal the answer, and she mentally scolded her elf for thinking of something so silly when she should be focusing on her schoolwork.

Finally, Mr. Phillips looked at his watch and announced that the class was over. Alexia packed up her things and turned to leave. Peter didn't move from his seat. He looked deep in thought, looking straight ahead.

"Hey, it's lunch time," Alexia reminded him.

He looked up and realised that everyone was leaving.

"Are you ok?, " Alexia asked. He seemed worried about something. Truthfully, she wasn't sure if she wanted to know what it was.

"Yeah," Peter replied, with a weak smile even he knew wasn't convincing. Despite his attempt to stop them, tears were starting to well up in the corners of his eyes.

A wave of sadness washed over Alexia. It wasn't fair. Peter didn't deserve the pain that was clearly written upon his face. She wanted to help him, but how could she possibly understand everything he had gone through?

Knowing that there was no way to help him unless he wanted it, Alexia said, "Listen, you obviously have a lot on your mind. If you ever need someone to talk to, about anything, I'm here".

Peter seemed to consider what she'd said, and for a moment, Alexia thought he was going to say something, but he simply nodded. Alexia wanted to stay with him, to comfort him somehow, but it was obvious that he wanted to be left alone with his thoughts, so she descended the stairs and left the auditorium.

When Alexia had revealed that she knew who he was, Peter had been half-convinced that he would return to the apartment to find TV news crews outside, and Jonah Jameson parading around his room, complaining about the mess.

Peter wasn't in the best mood that week; his rent was due, his bike had broken down, and he'd missed his date with Mary Jane for the fifth time in two weeks. MJ was completely understanding, but Peter was still angry at himself for not finding the time to be with her.

Yet he knew the anger he felt at himself would be nothing compared to the guilt he would feel if an innocent person died because he was too busy.

As if he didn't feel enough about the secrets he'd kept from Harry. While Peter knew he wasn't responsible for Norman's death, he couldn't bare to think about what Harry must have been going through now that he knew the truth.

Well actually, he only knew half of the truth; he knew that Peter was Spider-man, but he didn't know how or why his father had died, or what role Peter had played in his father's death. When Harry had seen Spider-Man bring his father's body back to his house, he had assumed that Spider-Man had killed him, and Peter couldn't have told him otherwise without denying Norman his last wish; that Harry would never find out that his father had been the Green Goblin.

All of this had been racing through Peter's mind as he sat beside Alexia in class. He hadn't expected her to be there, and had been even more surprised when she offered to listen to whatever was troubling him. The offer had been tempting, but he didn't feel comfortable spilling his guts to someone he barely knew.

Yet he'd been touched be her concern, and didn't want her to think that he didn't appreciate it.

After she'd left, Peter walked to the pay phones in the lobby and dialled MJ's number. He'd expected her to be home, but received only her answering machine.

"Hey, MJ, it's Peter. Remember that incident with the train last month? Well, a girl who was there moved into the room next to mine, and she remembers me. I need to talk to you. I should be home for most of the afternoon. If you get this message before six, please come over."

He hung up the phone, wondering what he should do about Alexia. He didn't think she'd say anything, but he couldn't be sure. MJ had asked him if he wanted to move in with her, but he'd declined, knowing that he'd just be a financial burden to her. Now he might need to take her up on her offer.

'Maybe I should just trust this girl', Peter thought, ' I haven't trusted anyone in so long. Even MJ doesn't know everything about me. I'm still afraid that somehow it would put her in danger. But what about someone with no connection to me, someone that I could just talk to without worrying about some lunatic coming after them?'

Deciding that trusting someone might be worth a try, Peter resolved to talk to Alexia the next time he got the chance.