A/N: Who ever said it wasn't genetic? What about Mayday? Or wait. Damn it. Why didn't I read those Spider-Girl comics. Ok so I may be altering things. And also there'll be more questions as things unfold in this chapter. Anyways thanks to all who and will review.

As they sat on the couch while he looked into her eyes "Why Ben?" Gwen asked. "Why?"

"What do you mean why?" he asked her.

"Why did you choose to save me?" she asked him. "And why did you kiss me?" She shook her head and looked into his eyes. "Why did you even don your fathers mask? Why did you just stand there and look at my mom? Why Ben? Why?"

''Listen Gwen." Ben said. "I didn't choose to don the mask. It was destiny. It happened to my father and now me. And if my kids are lucky they'll get to. I guess you could call it a family business." He smiled at her. She looked into his eyes. She shook her head.

"Yeah right." she said. "Now could you please just answer the rest of my questions?"

''Fine." Ben said. He took a deep breath and sighed. "I saved you because it's a duty of a hero-"

"Oh stop telling that bull shit." Gwen said. "You're not that bastard Superman with his Wonder Woman bitch."

"You really know why I saved you?" he asked. She nodded. He looked over the top of his glasses. "I saved you because I fell in love with you when I saw you at school. When I saw you standing across the street I thought you'd think of me as a geek. And when you talked to me I still thought I was a geek. Then I thought if I saved you and I told you that I was Spider-Man I thought that you'd think of me otherwise. As in not being a geek." He ran his hands through is hair and shook his head. She was shocked. Her mouth was wide open.

"Why would you think that?" Gwen asked him.

"Because that's the way things like this always go with me." Ben said. "It's just some stupid thing that happened to me back in fourth grade."

"Well why don't you tell me about it?" Gwen asked. The black headband was a bit crooked so she tried to straighten it out.

"Well. Ok." Ben said. He gulped. "Well it was the last day of school. Yeah Dad was Spider-Man and one of the best cops on the NYPD but they didn't know, let alone care about it. So we're signing yearbooks and I ask this one prep to sign it and she says "Get away from me you gay nerd"."

"Oh my lord." Gwen said. "What a bitch." She wrapped her arms around him and pulled him into a tight hug.

"I didn't start the kiss Gwen." Ben said.

"Yeah well you started the French part." Gwen scoffed.

"Which you were enjoying." Ben laughed. "But back onto topic. I looked at your mom just because I just look at some random person when I'm nervous."

''Oh quit the bull shit Ben." Gwen said.

"What?" he asked. "I'm serious. Even my dad will say so." She shook her head and sighed.

"Fine." Gwen said. "Want to go check out my room?"

"I guess." Ben said. "Whoa!" Gwen had grabbed onto his arm the second he said I guess. She pulled him down a hall and into a room. "Ok so you did this all in one day?"

"Yeah." Gwen said. "I'm a fan girl. I even want a movie about Spider-Man. Hey, would you mind if I took a picture of you and put it up with the other pictures?"

"Huh?" Ben asked. "Uh sure." He was busy looking at a picture of the second Spider-Man, Ben Reilly. A good friend of Peters. Or so he heard. Gwen pulled out a Polaroid camera.

"Smile!" she said. Ben glanced over at her.

"Wha- Oh god! That's bright!" Ben exclaimed. He had looked straight into the flash of the camera. "Jesus! Next time warn me!''

"Well when I said 'smile' I thought you would be ready for your picture." Gwen laughed. "Well now I've got one of a real Spider-Man." She smiled at him. "You know Ben. I think it's getting a little hot in here." She pulled off the t-shirt that was over her tank top. Ben's mind wandered a bit but not too far. She lay down on her bed looking up at the ceiling through the skylight. "Hey, Ben. Come look at this."

"I'm coming." Ben said.

"One sec Ben." Gwen said. She laughed a bit and pulled down her skirt and underwear.

"It's a full moon." Gwen laughed. "So you want to get naughty?" She pulled her skirt back up and lay back down on her bed. She pulled her boots off and dropped them by her bed. Ben hesitated.

"Jesus is that all she ever has on her mind?" Ben thought. She jumped off the bed and pounced on top of him. He fell to the ground with her on top of him. She smiled at him and put her hands down on his wrists. She moved closer and their lips touched with each others.

"I'm waiting." Gwen said. He kissed her. He ran his tongue over her lips and she opened her mouth. Once again his tongue entered her mouth and hers wrapped itself around his. She pulled him up onto her bed. He took his glasses off and put them on the desk next to her bed.

Half An Hour Later

Ben pulled his shirt back on him as Gwen put her boots back on. There was a bit of blood on her bed. Ok so they weren't virgins anymore. "Man." Gwen said. "I lost my virginity to a superhero!"

"You better not start bragging about it." Ben said. He put his glasses in his pockets. "Cause if you do our parents are gonna be on our asses."

"Yeah, yeah, yeah." Gwen said. "Who aren't you wearing your glasses? Don't you need them?"

"No." Ben replied. "I only use them for show. Ever since I dropped them on the ground I haven't been seeing any use for them." They walked out of Gwen's room. Gwen's mom, or Gwen walked into the room.

"Gwen? Who is this?" she asked.

"This is Ben." Gwen replied.

"You mean your superhero crush?" she laughed.

"Mom. Knock it off." Gwen said in an annoyed tone.

"So what is your name Ben?" she asked.

"Uh Mom." Gwen said.

"Well it's Benjamen Robert Parker." Ben said.

"Wait." she said. "Is your father Peter Parker?"

"Yeah why?" Ben asked.

"Because I used to date him before-" she started.

"Wait, wait, wait." Ben said. "Who are you?"

"Gwen Stacy." she replied.

"No." Ben said. "That's impossible. You died 20 years ago after the Goblin dropped you from atop the George Washington bridge. You died because Spider-Man's web was shot too late which in a matter of seconds broke your neck. This is impossible."

"No it isn't Ben." Gwen said. "I'm here, my mom's here. It's hard to believe."

"Listen Ben." she said. "I really need to talk to Peter. I need to explain this to him."

"Yeah ok." Ben said. "But I don't think he's back at the apartment."

"Ben it's midnight." Gwen said.

"Yeah well he stays at work pretty long when working hard on things." Ben said. "Listen, I've got some stops to make. I need to clear somethings up at the Bugle and I suppose I could get Peter to talk to you." He ran his fingers through his hair.

"Thanks Ben." she said.

"Oh can I swing with you Ben?" Gwen asked.

"Yeah." Ben said.

"In your face Trisha!'' Gwen yelled as she stood out on the balcony. Gwen laughed like a mental patient.

"Uh Gwen?" Ben said. "You need to settle down."

"Ok I'm finished." Gwen said. Ben pulled his mask out of the pocket of his sweatshirt.

"Ok Ms. Stacy." Ben started. "You know your way to the Bugle right?" She nodded. "Ok we'll meet you there. The two of us will be standing on the roof top on the back side ok?" She nodded again. He pulled the mask down over his face. The mask had been one of Peters old masks. He walked out onto the balcony. With Gwen in one arm he shot a web and stepped up onto a ledge and started to swing off into the night toward the Daily Bugle.

A/N:Another chapter done with and same as this chapter the next chapter will take off exactly where this one left off. Do you really think I wouldn't write Peter and Gwen finally meeting again after 20 long and painful years?