Obviously, there is an age difference between the two. While writing this, I was working with the idea that Peter was 20 and Yelena was 32 (I did some maths based on their birth years).


You look like you've never seen a girl before."

Yelena's brows furrow as she watches Peter with keen interest. He stands before her in his jeans and shirt—a nice shirt that's been neatly ironed to an inch of its life—with a dumbfounded look on his face. His eyes drop to her bare collarbones before he looks up at her face and keeps his gaze on her nose.

It makes sense. When he had asked her if she was finally ready to eat the best sandwiches in Queens, he, of course, expected that they'd be eating sandwiches. But as she had waited for him to ensure that the apartment was secure in the absence of May, she'd taken things into her own hands.

It'd been an impulsive burst, one that she's not quite sure if she should've given into with the way he's merely staring at her.

She stands before him in her bra and panties, a lacy black set that she thinks is appropriate underwear for any kind of day or date—or non-date, considering Peter seems to have an aneurysm every time he mentions the word in tandem with her name. Yelena knows he can spy the bruise on her left hip and the very faint scar across her belly. There's a freckle on her right breast that she's offended he's not eyeballing.

"I've seen… girls," he says belatedly, his gaze on her chin. His eyes widen like he's a big bug and then shift to sit over her shoulder. "A lot of girls."

Yelena makes an amused noise in her throat.

"I have!" He keeps his gaze away from hers. Neck flushes red and constricts. Powerful hands curl into fists as if trying to summon all the tension to his knuckles. His entire lanky body is so tight.

"You can look at me, you know," she says, keeping her arms by her sides. Peter swallows, throat moving with tension, and he lifts his gaze to the ceiling. Any other day, she'd find his refusal to ogle her to be cute.

Waiting for a few moments, he still doesn't look at her.

Her jaw sets as she glares at him. "Am I ugly?"

"What?" Peter's eyes widen as he looks at her with confusion. She can tell that he's purposefully keeping his eyes on her own… or her forehead. "No, you're so…" He lets out a breath that sounds like a heh. "You know."

Yelena crosses her arms beneath her breasts. That draws his gaze downward for a very quick moment before he's looking back up at her hairline and sucks his bottom lip between his teeth. "No, I don't know," she says, lips pressing unhappily together.

"You're so…" Peter inhales deeply, his shoulders shifting back. The tension remains inside of him. His hands unfurl and he looks away from her before he takes in a bigger breath and seems to settle himself. It's a ritual for him by now. She's watched him do this before he opened his letter to find he'd been accepted into NYU and before she had said that she wanted to put her hand on his dick. Both happened within minutes of one another.

He gestures with a wave of his hand. "You're so you," he says. "Not that that's a bad thing, it's just that… You're Yelena. You're you."

Yelena arches her brow, still all sharp angles. "I'm me," she parrots, unable to help the derision in her tone. She's her—Yelena Belova, the big question mark of an assassin. From how she views herself, that's not a good thing.

And she never wanted Peter to see her that way.

"Yeah, um…" Licking his lips, he cards his hand through his thick hair, unaware of how her mind spins and her gut feels heavy with disappointment. "You're just so… beautiful. And smart. And really, really cool," he continues, brows furrowing tightly together as he looks down at the floor. "And I still can't believe you like me and that we're friends, but then we're also friends who, you know… I mean, I liked that a lot and it was really, really good and makes me want to get into another university so that can happen again, but you know… What are you doing?"

Yelena's hands have disappeared behind her, fingers hooking into the band of her bra. She doesn't undo it; her fingers undoing the clasp hadn't been part of her plan. But it's enough to draw his attention.

Any time she happens to move, he looks. She'd gleaned that bright and early before she had clued in that he liked her.

This time, when her brows crinkle, it's in disbelief. "Do you really think that?"

"Think what?" His brow arches.

"What you said," she snaps, tugging in a breath. Her body feels taut with tension now. Yelena drops her hands and crosses them against her chest once more, taking it as her opportunity to look away from him. She mutters, "Never mind."

"That you're beautiful?" His brow cocks up as he searches for clarification. Yelena refuses to look at him. He chuckles almost incredulously. "Of course I do," he says, shaking his head. "I think you're beautiful."

Yelena doesn't look at him, eyeing his bookshelf with an unnatural amount of interest. It has too much Lego. "No one's called me that before," she says, tilting her chin upward. She dares him to make it a big deal—and regrets her choice almost immediately.

It's Peter. Her getting into a small hole in the wall college in his final year of school had been the biggest deal.

"That's a shame," he says, watching her now. "Because you are, and I think you are and always have. And I'm glad I get to tell you that because I like it when you blush."

Arching her brow slightly, she shakes her head. "I'm not blushing."

"Oh," he says, feigning disappointment. He draws in a breath intentionally. "I guess I am."

"Are you going to take off your clothes now?" she asks a little too sharply.

"Is that… what you want me to do?" His brows lift into his hairline as Peter becomes all nervous energy once more. His hands are awkward as he tugs on the hem of his sweater uncertainly. "Because I will… But be warned, I have a six-pack."

Yelena laughs, brushing her hand against her cheek. "Shut up."

"I do," he says, nodding. "I swear." Awkwardly, he pulls his sweater up and over his head. She has half a mind to believe he's playing up the awkwardness to get her to focus on him rather than herself. Yelena watches in amusement as it almost gets stuck over his head, but he manages to pull it up and off of him and drops it comically to the floor.

"You wear a lot of shirts."

"Layering is good," he says, blushing. "Keeps me warm… Extra padding for when I fall down." His hands begin to work at the buttons of his plaid shirt and he quickly reveals that he hadn't been lying. Yelena stares at him, lips parted as she takes him in. She's seen his chest before, all bruised and broken from a beating with some asshole goblin that she's going to kill by the end of the week if she doesn't let him distract her. But she hadn't looked at him before.

She stares at him dumbfounded, at his long torso and the beauty spot she can see on the right side of his chest. There's a faint circular birthmark beneath his pec that she wants to touch.

Peter begins to undo his jeans. As he tugs them down his hips, Yelena takes a step towards him. He's slower to pull them down as he peers up at her, eyes a little wide, his lips parted. Without his focus on the task at hand, he has his pants stuck at his ankles.

"Let me," she says with a roll of her eyes. On her knees, she begins to tug at his tightly laced shoes. "You tie your shoes like you don't trust them to stay on your feet."

"Well," he chuckles in embarrassment, "that's… true."

Once she gets his shoes untied, she peers up at him expectantly. "The shoe needs to come off, Cinderella."

"Right, right." He nods, licking his lips. The moment he lifts his foot up, he becomes unbalanced. Yelena patiently waits as Peter struggles with the idea of touching her bare shoulders. Fingers warm and a little clammy, his touch is light—too light—as he leans on her and picks up his foot.

Once his shoes are off, Yelena stands, closer to him than she'd been before. He begins to toe-off his socks clumsily in front of her. His gaze drops to his feet and then he's bending in half to tug them off in the most unattractive way possible. It's endearing.

When Peter stands to attention she peers up at him for a moment and thinks of reaching up to touch the sharp planes of his cheeks. Instead, she curls her hands into fists by her sides. "Get on the bed," she says, cocking her head towards his bunk bed. It's silly and juvenile and she absolutely loves the fact that he has two beds instead of one.

Peter brushes past her and sits delicately on the edge of his bed. Rubbing at his thighs, his skin's a nice red as he looks around at anything but her. "I was going to… clean…" He peers up at her with wide doe eyes and parted lips as she approaches him.

Yelena sits in his lap. "I don't care about how messy your room is," she says. Pressing her hand against his chest, she watches her fingers fan out against his red skin. He's nice and warm like he always is. Peter's hands shyly brush against her hips before he clears his throat and lets them sit. He's always so patient every time she wants to take her time to admire something. From Lego spaceships to posters and newspaper stands, he always, always lets her take her time.

Yelena takes advantage of that in this very moment. Curling her fingers, she gently drags her nails down his chest. He sucks in his stomach and makes a noise. "That tickles," he says quietly.

She wonders if it'll tickle elsewhere. Gliding her hand down his stomach—and his six-pack—she slides her hand beneath the waistband of his boxers. Peter presses his lips together, throat tightening. She watches his face and the way he tries to sit up straighter.

He jumps when she touches his cock. "Sorry," he mutters.

Yelena licks her bottom lip and shakes her head. Dropping her gaze, she looks down to where her hand's disappeared beneath the fabric. She's had her hand down his pants before, fumbling to see what he liked. Turns out, Peter likes anything—as long as she touches him, he seems to shiver, grow tense, become warm.

And it happens now as she fumbles for her grip and begins to stroke him. It's awkward given he's wearing his boxers and she's on his lap, but Yelena likes the way that she can't see what she's doing. All she can feel is him—the warmth of his dick in her hand, his skin almost burning hot.

Breathing a little heavily, Peter peers up at her with wide eyes. "Can I… touch you?"

Pinching her lips, she makes a thoughtful noise as she pretends to mull it over. She's busy touching him. If he touches her, she knows he'll distract her. Peter Parker has become a very distracting force in her life. All gangly limbs, long arms, tiny biceps, thick thighs, and bony, bony hips… Sometimes, she wishes she hadn't willingly flung herself into his web.

"Yes," she says, lifting her gaze from the hollow of his throat. "But if you tickle me, I will rip a chunk of your hair out."

He smiles lopsidedly and makes a noise of amusement. "That's… kind of hot." Despite the furrow of his brows, she enjoys the way that he smiles and looks down at her hips, his fingers pressing a little more firmly against her hipbones. His fingers curl into her and she shifts in his lap, pausing her stroking of his cock.

As Peter slides his hands lightly up her sides, Yelena sucks in her stomach and sits up taller. She looks down at him with a tight furrow to her brows, wanting to still have the upper hand even though she can feel it easily shift to him. His hands palm at her back and her shoulder blades before he tucks his fingers into the band of her bra.

And does nothing. He stares at her collarbone before he bows his head and licks at her shoulder. Yelena closes her eyes and sighs quietly, tilting her head to the side when his mouth begins to climb up the slope of where her neck and shoulder meet.

It's when he remains in one spot for too long, kissing, nipping experimentally, and sucking that she opens her eyes. "Are you trying to give me a hickey?"

Peter pauses for a moment and doesn't pull away from her neck. "Uh-huh."

Pressing her lips together, she swallows thickly. "Do it better than the hickey you gave me last week."

She can feel him smile against her neck. She closes her eyes and enjoys the way he tends to her, his mouth warm and his hands still clinging to her bra.

Frustratingly, his fingers don't do anything other than brush against her skin absently.

When he moves his mouth away from the spot he'd been working at, Yelena shrugs the shoulder he's not perched on and shifts in his lap. He makes a noise when her hand accidentally squeezes his dick. "Okay," she says a little roughly, doing her best to ignore how turned on she is, "I'm getting needles in my legs."

Pulling her hand out from his boxers, she crawls off of his lap and moves to sit against his pillows. Peter peers at her dumbly from over his shoulder, his eyes gliding over her as he seems to finally look at her properly. It's something he does like he's not sure that this is even real until he stares at her and takes her in.

"Do you plan on ogling me for the rest of the night?" She arches her brow. "It's a little creepy." Hardly.

He smiles, ducking his head and shaking it sheepishly. "Sorry." Crawling on his hands and knees, Peter comes to hover over her, hands pressing down against the bed on either side of her. Yelena lies back against his pillows, peering up at him. Despite feeling a touch crowded by his lanky body, she likes it. The Peter cage is a nice cage, especially given how he seems to maintain his blush.

"Did you want to be on top?" Peter's brows furrow as he begins to shift, the pressure of his body becoming unbalanced on either side of her. "Because I can be on the bottom. That's fine with me."

"Please," she says, smiling up at him. Brushing her hand against his face, she traces his bottom lip with her thumb. "Shut up."

He presses his lips together and nods. "Yes," he says, then shakes his head. "Sorry."

Yelena peers up at him as she lifts her legs and bends them at the knee. Lifting her hips up, she peels her panties down her thighs. "You going to help?"

Peter's eyes widen slightly before he jerks to move. Glancing down at her, he doesn't move immediately. Her panties stretch between her thighs as her hands rest against her hipbone and on the bed. Her heart pounds in her chest and the pulse in her throat as she watches the top of his head as he stares down at her.

Then he's moving, pushing himself up a little higher on one hand as he uses his other to help her pull her panties down her legs and off her feet.

He remains balancing on one arm as he hooks his fingers into his boxers. Making a noise of frustration, he tries to tug his boxers down his thighs with one hand, but he only manages to pull the left side down to expose his bony hip. Yelena laughs as she watches his face contort with both frustration and concentration. "Sorry," he says, crossing his arm along his chest to try and tug down the waistband at his right hip. "I'm usually not good at this. I was kind of hoping…. you know, that maybe I would be? Just this once."

"Here," she says, swiping his hand away. "Let me help you. Uncoordinated spider." Tugging his boxers down his hips, she lets him deal with pulling them down his knees and legs. He drops down beside her onto his ass to achieve that before he's twisting to peer at her from over his shoulder.

Feeling her cheeks heat at the way he stares at her, Yelena glances away and shifts against the bed, tugging herself a little way up the pillows. Keeping her legs pressed together, she feels all the bravado that often warms and drives her has abandoned her while he looks at her.

"Do I have something on my face?"

"No," he says, shaking his head. He smiles at her. "You just have a face on your face." Narrowing his eyes, he shakes his head. "I can now see why I'm not cool."

Yelena smiles. "You're very cool to me. I don't bite."

Peter swallows thickly and nods. "I know, yeah. I know that." He shifts against his arm, the muscles taut. He doesn't move to hover over her again. "I've just… You know I've never done this before, right?"

She nods patiently. "Yes."

"So, I've never actually… you know."

"I figured," she says, watching the way his face contorts. He's told her as much, always hesitating in touching her in fear of upsetting her. She's enjoyed the way he tentatively touches her, learning how to, what she likes, what he likes. Selfishly, she enjoys being touched with such kindness.

"So, I might not be very good—"

She rolls her eyes. "Peter," she says, peering at him with a broad smile that only widens as he looks at her with a worried furrow to his brow. "Even if you are not good, I'll still want to have sex with you. You're like a little tick that has gotten under my skin."

His brows furrow. "I don't know if that's what I'd call myself…"

"We'll take it slow," she says, licking her lips. "And if you don't like it, we'll stop."

His brows crinkle deeply. "What if you don't like it?"

"I'll like it," she says. She drops her gaze to his hand. "It's with you, so… I like it. I'll like it a lot." She refuses to look up at him.

It takes him a moment to move, and when he does, he does so with gentleness. He returns to sitting between her legs on his heels, his hands digging into his thighs. "Did you want me to just…"

Yelena looks up at him, biting her bottom lip. She thinks she knows what he's asking. Does she want him to lie on top of her? She doesn't want his first time to feel so methodical and unlike himself—and unlike her, too. Rather than answer him, she tugs her legs back and moves so that she can mirror him and sit on her heels. She doesn't stay there for two long as she climbs back into his lap.

"I'll sit on you and then we can move," she says. "How about that?"

Peter nods, his eyes a little wide. She can tell he's a little overwhelmed. She feels it, too, the uncertainty of how to behave. But she knows that when Peter's fumbling to take the reins, she needs to gently pluck them from him. She manoeuvres onto his lap.

He inhales sharply when she grasps his dick in her hand. Stroking him absently, she peers down at him and notices the way his eyes remain focused on her. This isn't new; she's touched his cock before through his boxers. She wants him to feel comfortable, remembering how it had felt when she'd done this before.

Glancing down at his chest, she admits quietly, "I'm a little nervous, too."

He smiles gratefully, letting out a breath. "I'm very nervous," he says.

"Just stop thinking. Be with me. That's easy, isn't it?"

Peter sucks his bottom lip between his teeth before he nods. After a moment, he says, "Yes." Inhaling deeply, he smiles at her upon his exhale. "I want to have sex with you." His cheeks tinge red as he ducks his head briefly. "A lot. I just, you know…"

"I know," she says quietly. "You can see what it's like and then we can go from there."

He quietly nods, "Okay."

Yelena shifts and digs her knees into the bed as she lifts herself up to brush the head of his cock against her cunt. He bites her lip and presses his hands against her hipbones, fingers curling into her tightly.

Once he relaxes a fraction, she slowly sinks onto him, watching his face as he peers up at her and lets out a breath he seems to have been holding for millennia. Yelena ensures not to hold back the tightness of her jaw and throat and the way her breathing grows shallow. She wants him to see how he affects her, how he's crawled beneath her skin like the lanky tick he is.

"You're… very warm," he says.

Yelena smiles. "Yes." She rests her hands against his shoulders as she sits on his lap with his cock in her. Her heart pounds, but she imagines it's nothing like the pace his must be working at.

Peter licks his lips. Everything about him seems tense. She rubs her hands against his shoulders and remains still, not wanting to short circuit his brain anymore than she already has. Her heart pounds and her skin burns; all she wants to do is move his hips, feel him inside of her the way that she's felt him take her hand and press his palm securely against the small of her back in the moments he hasn't realised she needed it most.

"We can do just this," she says quietly, watching him.

"I can do more," he says, nodding. His fingers pinch her hips. "Please."

"I'll move," she says. "And you tell me—"

"Yes," he nods. He smiles lopsidedly and lets out a quiet, breathy incredulous laugh. Shyly, he admits, "It just feels better than your hand."

She smiles and rubs her hands against his shoulders. Yelena's slow to move; digging her hands into his shoulders, she shallowly rocks against him. Peter's jaw tenses as he tries to control himself. Body taut, fingers pinching her shoulders tight enough to leave bruises, he stares up at her.

Impulsively, she bows her head to slope her mouth clumsily against his. He doesn't respond, not in the way he's come to. He's slow to reciprocate, no doubt too overwhelmed by the feel of her on him.

Yelena continues to move, rocking against him. Peter bows his head and rests his forehead against her collarbones for a moment before his mouth's on her breast. His hands jerk from her hips and move up her belly, causing her to inhale sharply. Gliding them roughly up her torso, he cups her bra. She tilts away from him so he can press his mouth to her breasts.

Still moving shallowly against him, she digs her hands into his heels and leans forward to rock a little harder against his cock. Thrusting against him a little firmly, she licks her dry lips and feels his hands press against her breasts like he's in the past.

Yelena pants, making a noise in the back of her throat. She bows her head and presses her face into his thick hair. Peter's panting, moaning softly. She rubs her hands up and down his back, wanting to feel the tension in his spine release.

It doesn't surprise her that he comes. A hand grips her back as his teeth graze the swell of her breast. Yelena moves against him slowly until she stills, rubbing her hands against his shoulders. Peter pants against her, his skin hot to her touch.

"Sorry," he murmurs against her. When he finally pulls his face away from her skin, he looks sheepish. Yelena laughs. "I wanted it to be better."

She pushes her hand against his face. "You're stupid," she laughs. "It was good for me."

"But you didn't come—"

She shrugs. "It doesn't matter," she says, brushing her hand through his hair to muss it up. "Did you like it?"

"It does matter," he says, brows furrowing. He licks his lips and she watches as his face turns determined. He looks down at her as if her body has a map of how he can make this apparently better. He knows how to work her body up until she slips a hand between her legs and makes herself come. This is new—and she thinks to tell him that—but she doesn't want to make him feel bad when he has no right to feel that at all.

Yelena slowly moves off of him so she can sit on her heels and ignores the way that her body feels wet.

He shoves at her shoulders. She laughs as she lands on her back. "Sorry!" He comes to hover over her, hands on either side of her. "But we can't have that, you know?"

Yelena peers up at him with a lopsided smile. "Peter…"

"Can I try the whole going down on you again?" He looks at her earnestly, his hair mussed from her hands. It's a sight that she likes, a frazzled Peter Parker.

She stares up at him with wide eyes before she nods. "Yes."

He smiles. "Good." Peter bows his head and slopes his mouth against hers, a little more practiced than he'd been before. He seems a little more at ease. Yelena's not sure if it's because he's come or if it's because she's not disappointed by the fact he'd come quickly. He trusted her; she'll never be disappointed by that.

She watches as he presses kisses to her collarbones, breasts, belly and hip. He's slow, too slow for someone who is so gangly and quick most of the time. When he finally finds himself between her legs, she feels the impulse to press her thighs together and try and distract him by asking him about his Lego starship.

"I don't care about that," he says, glancing up at her with a smile. Kissing her hip again, he brushes his mouth to the crease of her hip and her inner thigh. Yelena inhales deeply to try and control her breathing, but she can hear it shallow as he continues to tease her.

The press of his warm mouth against her cunt draws a sharp breath from her. He doesn't peer up at her and ask her if she's okay. He's learned from before that she is, her hands grasping at his thick hair. Peter licks at her experimentally, his tongue slow and firm.

She mewls when he licks inside of her. Gripping his hair tightly, she arches her back as he sucks and licks, humming softly. He'd been so quick to pick up his confidence and what she liked when he did this the first time that Yelena wishes he would fumble and lift his head up to apologise for a mistake that isn't a mistake at all.

But he continues to lick at her, tongue pressing inside of her. He sucks at her cunt and grips her thighs tightly.

"You're a pest," she pants loudly. Gripping his hair, she moans loudly, twisting her upper body as he continues to lick into her. He doesn't look up, which only sparks something warm in her gut. The idea of him concentrating solely on her makes her feel hot and turned on—and she wants him to stop as she doesn't deserve it, doesn't deserve him.

When he sucks at her clit, she comes with a press of her hips into his face. Peter doesn't pull away as he licks at her almost experimentally. His hands grip her thighs and slacken a moment later. Pulling his face away from her, he licks his lips and peers up at her with a wet mouth and mussed up hair.

Yelena pushes up on her elbows as she watches him. She pants hard as he bows his head and disappears between her legs once more. She doesn't know what to make of him kissing her cunt before he comes to drop himself clumsily beside her.

"Was that…"

"Yes," she says, turning onto her side to watch him. He cards a hand through his hair as he looks up at the ceiling of his bunk bed. His face is hot, his chest a nice red. "Did you like it?"

"Eating you out?" He turns his head to look at her innocently. She blushes, hating the fact his confidence has come to find him and his mouth that's wet because of her. "Yes," he says, smiling lopsidedly. "A lot."

"Did you like the sex?" she presses, resting her chin in the palm of her hand as she stares down at him intently. She does her best to appear unfazed, but her heart hammers in her chest as her anxiety transforms into butterflies in her gut.

"Yes," he says, blushing red. "A lot."

"The whole being inside of me," she clarifies, still watching him unblinkingly. "You liked that?"

He smiles, showing teeth. He twists and mimics her, resting his chin in his palm as he looks up at her in amusement. "Yes," he says, brows furrowing slightly as if he's doing a puzzle. "I liked it a lot. The whole… being inside of you."

Yelena bites at her bottom lip and nods. "Good." Abruptly, she drops onto her back.

He smiles and peers down at her in amusement. "You were worried that I wouldn't?"

She shrugs "Maybe," she says, staring intently up at the base of his bunk. "Maybe I was. So what?"

"That's cute," he laughs.

"Shut up," she snaps, glancing at him and turning to look up at the ceiling once more. "I'm not cute."

"So cute," he says. "It was cute to know you were worried, too."

"It's the first time I've had sex with a boy in a long time," she says, refusing to look at him. "First time in a long time it was my choice."

He smiles at her before he lowers himself down to the bed. She doesn't fight him when he rests his head against her breast. "I'm glad that I was your choice," he says, peering up at her. Yelena stubbornly keeps her gaze focused on the dark wood of his bunk bed, feeling her eyes prick as her breathing grows shallow with emotion. She doesn't want Peter to look at her and see the damaged Widow beneath it—and he doesn't, not even when she fiercely grips his cheeks and tries to make him see the red in her ledger.

Everyone deserves a second chance. A stupid boy from Queens keeps trying to drill that into her head.

She tilts her head to look down at him before she smiles. "In a way," he says, smiling lopsidedly, "we were kind of each other's firsts."

Yelena rolls her eyes good-naturedly. Shaking her head, she peers up at the top of his bunk. She brushes her hand through his hair, enjoying the way he seems to preen beneath it. "You just want to touch my tits."

"I mean…" he blubbers, turning his head in her hand so she ends up accidentally stroking his face. "Yeah?"

"Maybe next time you will have the intelligence to remove my bra."

"Next time?" He lifts up from her chest to peer down at her. It's hard to avoid his gaze when he puts his head right in her eye line.

"I said "maybe"." Yelena narrows her eyes as she watches him smile goofily. She brushes her fingers against the space between his brows before poking the corner of his mouth. "Why are you smiling like that?"

"Nothing," he says, still smiling widely. He shakes his head, and when he looks down, his hand follows to hook into the front of her bra. "Maybe I should be smart now…"

Yelena laughs and tries to squirm as he tugs at her bra. His fingers relentlessly brush against her sides as he buries his face against her breasts. She laughs as he blows raspberries against her skin.