"Come on, Spider-Man - your hearts not even in it tonight." A random prisoner grunted as he punched Peter hard in the stomach before head butting him; sending our hero's head snapping backwards. "He's been on vacation! While we take over the city!" Another one laughed; swinging a stollen baseball bat in the air.

"Batter up!" The prisoner yelled; swinging hard at Peter's back but luckily his spider sense helped him in dodging the attack as he swung his leg connecting with Babe Ruth's chest. The bat went flying as Peter grabbed it with some webbing and slung it to the top of a lower building. "Strike three." He assured; throwing several wads of webbing towards his foe - sticking him tightly to the wall.

"Shit! Beau - you need to get out of here! Fink is going to have our asses if we both get thrown back in Riker tonight!"

The larger of the two prisoners heeded his partners advice and took off down the street - causing Spider-Man to sigh. Peter looked around carefully before webbing a lid to a man hole and holding it like a frisbee. He tossed it with ease - watching as it connected with Beau's back; knocking him to the ground.

"Looks like that's two for Spider-Man, zero for Fisk." He muttered to the webbed up prisoner before closing in on the fallen prisoner down the street. "The cops will be here to escort you home soon, fellas. Until next time."

Peter threw out a string of webbing - pulling himself up to a buildings roof quickly. This Kingpin/Fisk guy was starting to annoy him - how many times did he have to send the same idiots back to Riker's and what was so special about them anyway? They didn't have a full brain between the both of them and they relied on cheap shots as their fighting style.

Surely the guy in charge could do better than that.

X

Peter found himself perched on top of the roof directly behind his apartment building; hidden in the shadows as he found what he was looking for. Gwen sat at her small desk staring through her window at the quiet New York night - an unreadable look on her pretty face. For once since they'd met she wasn't smiling and that caused his chest to ache.

He was a jerk and Gwen had never been anything but kind to him since he met her. Pulling his cellphone out of his suit he glanced down at her again; surprised to see her reach for his beanie on the desk top and bring it to her face - breathing in deeply before tossing it aside.

Her frown turned into a scowl as he watched her phone light up beside her with a text message from him. It simply said, "I'm sorry."

Gwen stared at the device for a long moment before she finally typed a reply; discarding it like she had the hat. Peter felt his own frown pull at his lips.

"New phone. Who's this?"

"Seriously, Gwen." Peter watched as she moved for the cellphone again - picking it up and typing into it quickly. Another text came a moment later.

"Joking. Kind of. How could you think I was interested in Harry? I was literally with you the whole night. I like you, Peter."

Peter smiled, replying with "I like you too but if we keep this up you're going to learn my biggest secret of all…""What's that?" He didn't miss a beat; "I'm a complete fuck up. In all aspects of my life really - I'm destined to disappoint you."

Peter watched as Gwen stared down at her phone for a long moment before her reply came through.

"Can we at least be friends? I could really use one and it seems like you could too."

His heart sank; he didn't want to be friends with her - he ached for her - especially after Kappa Kappa Gamma's New Years party. Peter swallowed hard; pushing images of Gwen in her red dress and his suit jacket - pressed against the building by his body on hers as she kissed him until they were both gasping for air.

The memory stirred something in his chest.

"Ace?"

With a sigh of defeat he typed out his reply - watching her smile return.

"Great! Friends can get burgers right? Classes start back up tomorrow - meet me at Empire U around 2pm? I'll show you around campus and get us lunch. My turn to buy."

"Sounds good. See you then."

Peter replaced his phone securely and stood to his feet; giving Gwen one last look as she stood and closed her blinds before he flung himself off the roof and swung back towards the Eastside of the city. He wouldn't be sleeping anytime soon.

x

"This is the science building. I imagine you'll be spending most of your time here. Over there is an on campus cafe - they have great coffee and if you show your student ID you get a discount. Same goes for the one across campus near the frat houses."

Peter kept in stride with Gwen as they walked leisurely through Empire University's campus. His acceptance letter for the spring semester came in the mail the day before; much to his relief.

"I can definitely introduce you to some of the fraternity brothers if you want. You strike me as an Alpha Sigma Phi kind of pledge."

Peter laughed at the thought - glancing over at Gwen as she kept her eyes straight; trying desperately not to look at him. She was wearing tight jeans and an over sized gray Empire U sweater - her hair loose around her pretty face. If she was wearing any makeup he couldn't tell - except for the glossy shine to her lips that made him want to kiss her.

How had he managed to fuck things up with her in the short time they'd known each other? Gwen was being on her best behavior - keeping things strictly platonic between them.

"Ah, I think I'll pass on that one. I'd much rather hang out with the girls at Kappa Kappa Gamma." He teased; causing Gwen to smile. The first real smile she'd given him all day. "Let's go get some food. I'm starving."

They left campus - walking a few blocks to the subway; which was over crowded for a Tuesday afternoon. Peter stepped on first; feeling Gwen at his back as other passengers crowded into the cart - shoving her into him roughly. Once it began moving Peter turned to face her; surprised at how close they were standing yet again. He leaned into her slightly - taking in a deep breath of her hair; which smelled amazing.

Gwen tried to avoid his gaze; groaning as someone behind her moved roughly - sending her into Peter's hard chest.

"Hey! Watch it! She's taking up like an inch of space - stop shoving her." He threatened as the guy behind Gwen put his hands up in an apology. "Are you alright?" Peter asked quietly as she finally looked up at him; blue eyes shining. "Not really," she assured - letting out a quick breath as she pulled her hands away from his chiseled stomach and swallowed hard.

"This just friends thing is going to be hard. You're really going to have to let yourself go for this to work…"

Peter laughed; shaking his head as the car began to slow - sending an unsteady Gwen into his chest again.

x

"Thanks for the burger." Peter assured as they closed in on their respected apartment doors quickly. Gwen just nodded; wrapping her arms around herself as they stopped at her room first. She turned to face him - looking up to meet his dark eyes. They gave nothing away.

"Don't mention it. Next time maybe we can get Chinese or something… and you can help me with my Biology paper that's due next week."

"I can do that." He assured with a grin; glancing down the empty hallway before looking at her again. There was so much she wanted to say to him; he could see it in her eyes but she just replied; "Cool. I guess I'll see ya…"

"Gwen, I…" That weird racing started in his chest again as he watched her idly bite into her bottom lip - looking up at him helplessly as he stared at her; aching to kiss her waiting mouth. "I, uh… I'll see ya. Text me when you want to work on that paper."

Gwen sank back on her heels in defeat; nodding slightly as she turned and unlocked her door - disappearing inside without another word. Peter stood in the deserted hall for another minute before he turned to his apartment door - his hand hovering over the handle as he fought an inner battle with himself.

There was a beautiful, smart and funny woman interested in him - in Peter Parker - the nobody from queen's with no friends and nothing to offer and he was to stupid to do anything about it. After another moment his subconscious won and he stepped into his apartment quickly - slamming the door with a little to much force.

Gwen stood with her back against her own door - jerking as the force from Peter's caused her to jolt nervously; tilting her head back as her tears began to fall.

X