"How do you not have a scholarship? You could go to any school you want, Peter. You're brilliant."

Peter shook his head; tapping on the notebook between them as they sat on opposite sides of Gwen's bed surrounded by an assortment of Chinese containers and notebooks. She took another bite of fried rice before returning her attention to the Biochemistry book laid out before her.

"Nonenzymatic glycosylation or glycation creates glycoproteins by what?" Peter asked - looking up at Gwen as she chewed quickly and glanced down at the book. "Don't look at the book - look at me. You know this."

Gwen swallowed hard; meeting his eyes like he asked. It was hard to concentrate on Biochemistry with Peter as the tutor but she answered quickly - never dropping his gaze.

"The chemical addition of sugars to polypeptides."

"Exactly. I told you you'll ace that quiz tomorrow." Peter assured with a grin; taking his own bite of food as Gwen studied him carefully. How much longer could she pretend like everything he did didn't affect her - like he wasn't the most attractive guy she had ever seen or the fact that he was a near genius and she found that very sexy.

Gwen swallowed another fork of rice; adverting her eyes. "How are you so perfect, Ace? Seriously we're you made in a lab or something?"

Peter choked down his bite of food with a laugh; reaching across the bed for his bottle of water.

"I did have a scholarship… several of them actually but I screwed up pretty bad and that all went away."

Gwen frowned; "That's not fair."

"It was no one's fault but my own… but I wouldn't change it now. Not after meeting you. Empire University has some great programs. I'm excited to start in a few months. I was thinking about going into education."

Gwen's frown deepened at the thought. "You could be a Nobel prize winner, Peter. You could cure cancer or something - you're destined for great things - not being a professor at Empire University."

Peter laughed again; taking another drink.

"I wish everyone saw me the way you do, Gwen."

He glanced down at his water bottle; twisting the cap on tightly as Gwen pushed the biochemistry book aside and climbed across the notebooks and papers scattered between them. Before he could react she was straddling his lap with her mouth pressed hard against his; the slight sway of her hips his undoing as he found the nape of her neck and he brought her body closer to his - deepening their kiss with a groan.

They stayed that way until Gwen pulled back - just enough to take in a few breaths; staring into Peter's eyes as she idly rocked her hips against his growing erection. "Peter, I… I know you don't want… me… or this…"

Peter kissed her again; stopping her foolish rambling as his tongue met hers and another groan escaped his throat. The way she moved her hips; rocking against him caused his fingers to tangle tightly in the hair at the base of her neck. After another minute he pulled her head back gently - searching her lustful eyes.

"Gwen," He whispered - his lips inches from her panting mouth. "I do want you. I think about you every minute of the day. Every time I close my eyes I see you."

Gwen found his mouth again; running her hands up his chest and to each side of his face - pulling him in closer as she laid back on the bed and Peter advanced on top of her; kissing her neck and then her collar bone gently as soft moans left Gwen's mouth. He buried his head in the bend of her neck as her nails raked down his back before her fingers began pulling the fabric up over his head.

Once his shirt was thrown to the ground he met Gwen's eyes again; looking up at him with trust and fear and excitement. It was sobering.

"Gwen.. I want this…" He assured quietly as her chest heaved with needed air. "…you're so beautiful… but I don't want to hurt you."

"You won't.." She whispered - watching him carefully as he put some space between them.

"I don't want to be the reason you get hurt."

Gwen sat up quickly - running her hands up Peter's bare chest and to his neck - pulling him back to her as she kissed him - trying to keep him in the moment.

"You won't hurt me, Peter. I won't let you."

He groaned again; losing himself in her mouth as she slid her hands down her own body and removed her shirt quickly - allowing them to break their kiss.

"Gwen…" Peter whispered, staring down at her chest - her perfect tits wrapped up in a silky pink bra. "Jesus…" he groaned - pushing himself up from the bed quickly.

"Peter - don't go." She pleaded as she watched him fight his inner battle; snatching his shirt from the floor quickly. "I've.. I've got to clear my head… I'll text you later, ok?"

Gwen could just stare as Peter grabbed one of the Chinese containers and disappeared from her apartment without another word.

X

"There it is boys! The fight we've been waiting for!"

Spider-Man lunged towards the prisoner - punching him hard across the face before kicking another in the chest.

"Something's got you all worked up tonight, Spider."

Peter remained focused; slamming his fist into the loud mouth prisoners face over and over until his hand throbbed.'

"No petty jabs tonight? Something really is fucking with your head!" The prisoner laughed - gasping as Peter grabbed him by the throat - walking towards the edge of the building and hanging him over roughly.

"Oh shit! Oh shit! Please don't drop me!" He yelled, clawing at Peter's arm as he tightened his grip. "I'm done playing with Fisk's minions. Tell your boss I request an audience with him - this time tomorrow."

"Ok! Ok! Sure. I can do that just put me down!"

"Great choice of words." Peter muttered; dropping his grip on the thug quickly. The man in orange screamed as he fell - gasping again as Spider-Man caught him easily with his webbing a few feet from the ground. "You're a real asshole, Spider-Man!"

Peter watched the thug take off running towards Williams St; glancing up at the hospital before swinging back towards his apartment.

x

Gwen stood on the fire escape; staring into the alleyway behind her home. The bitter cold air danced around her but she seemed unfazed - leaning over the metal railing as she searched the street.

A moment later Peter lifted his window and crawled out to join her - slipping off his jacket as their eyes met. "Put this on." He demanded; as Gwen shook her head and turned back to the street.

"I don't think this is going to work, Ace. I am really falling for you." She muttered; mostly to herself as fresh tears pooled in her eyes - causing them to streak down her face when she blinked.

Peter closed the space between them quickly - turning her around to face him as he wiped the tears from her cheeks then put his coat around her shoulders.

"I'm falling for you too, Gwen. You're perfect and I just… don't want to fuck it up. I just found you - I don't want to ruin it. I always seem to ruin everything.."

"You won't. I'm tough - I can handle all your secret fight club shit." She assured with a choked laugh; burying her face in his chest as Peter wrapped his arms around her. "I don't know if you can handle all my shit, Gwen but I can't keep trying to distance myself from you. It's not working anyway."

Gwen looked up at him slowly - searching his troubled eyes before his mouth found hers and he kissed her with all the pent up emotion he'd been trying so hard to hold back. A soft moan escaped her throat as her hands traveled up his chest - fisting his shirt as she pulled him towards her and he ran his hands down her body to her ass; lifting her with ease as she wrapped her legs around his waist and he stumbled backwards towards her window.

He held her in his strong arms as he climbed through with ease - causing her to giggle as he placed her gently on her bed - advancing on top of her.

"Do you carry women through windows often, Ace?" Gwen asked with a smile that lit his soul on fire. Peter grinned at the thought and shook his head - leaning down to kiss her again. She ran her fingers through the back of his hair - causing him to groan as he climbed over her body - looking down into her bright eyes.

"You're not going to stop again, are you?" She whispered - a touch of disappointment in her words. Peter kissed her open mouth, brushing his tongue against hers as she arched her body towards him; his lips trailing to her ear as he groaned "...fucking hell, Gwen... check the pockets of my coat."

Gwen fell back on the bed; holding Peter's gaze as her hands fumbled for the pockets on her borrowed coat. Her eyes went wide as she pulled out a box of condoms - a blush warming her face as Peter grinned.

"We don't have too.. I just grabbed some… in case."

"I want too." Gwen whispered; running her hands into his shirt and against his tight stomach - pulling his body back to hers as he lifted his shirt off again; tossing it beside the bed as Gwen did the same - shedding his coat then her top - breathing heavily as she laid beneath him in her pink bra for the second time today.

You're so beautiful, Gwen."

"You're not so bad yourself, Ace." She whispered; running her fingers down his bare chest and to his abs; swallowing hard as her fingers rested on the button of his jeans. "Gwen, I... This is the.. uh, I haven't done this before…" Peter groaned as she undid the button carefully - his erection pressing hard against the material of his pants; begging to be released.

Her fingers hesitated for a moment as she looked up at him; meeting his nervous eyes.

"I haven't either." She confessed as he pushed his jeans down enough to free himself from the tight fabric - eyes going wide as Gwen wrapped her warm hand around the shaft and stroked it gently. Peter groaned as his breath caught in his throat and his head fell back in pleasure as she began to squirm beneath him.

Peter opened his eyes slowly - watching as Gwen lifted her hips; his dick hard against her stomach as she pushed her leggings down her thighs and reach for the discarded box of condoms - her back arching as he ran his hands over bare hips; sliding between her legs suddenly as she gasped and met his eyes - his thumb suddenly circling her clit before he slipped a finger inside of her.

"Holy shit.. Peter…" Gwen groaned as he leaned forward - kissing her deeply as his fingers worked their magic between them and his other hand grabbed a condom packet quickly.

After a moment he removed himself from her soaked center and ripped the packet open; kicking his jeans off before rolling the condom over himself and meeting Gwen's drunken gaze.

"Are you sure?" He asked softly; leaning down to kiss her open mouth. Gwen nodded; looking between them as he positioned himself at her opening and thrust inside of her gently - burying his head in the bend of her neck as they groaned in unison.

"... so tight..." Word's failed him as Gwen arched her hips to meet his thrusts and Peter began to breath heavily against her skin; pouring all of his desire and yearning into her as their bodies moved together and she cried out with pleasure. "...oh god..."

"Gwen," Peter grunted - quickening his pace as her mouth found his neck then just below his ear; a soft moan nearly his undoing. "Let go, Ace…" She whispered as he lost himself in her - wrapping a strong arm around her waist as she tightened around him and he found his release; collapsing on top of her quickly.

Gwen let her head fall back on the bed as she ran her fingers up Peter's back; scratching the base of his neck gently as an inhuman sound escaped him.

"Was it everything you hoped it would be?" She asked softly with a laugh; causing Peter to lift his head and look at her - sobering her with his serious expression. "It was amazing…" He assured, pushing himself up on his arms as he kissed her swollen lips - causing a groan to form between them. "Are you ok?" He asked - placing his forehead against hers as she nodded.

"Better than ok." Gwen assured with a smile - kissing him again as his hands found her breasts; squeezing them gently as his dick began to stir between them. "

"Already?" She asked - trying to hide the surprise in her voice as Peter laughed. "Why do you think I bought the big pack of condoms?" He whispered; kissing her neck just below her ear.

X

A/N: So I'm writing this fanfic, desperately waiting to read some *detailed* (key word) reviews on what everyone thinks of it so I know I'm headed in the right direction. I hope this smutty chapter doesn't disappoint as I try to keep it authentic to Peter Parker and how I think his first time would be. Also I just want to mention that the whole Biochemistry part was copied straight from Google because yeah, I know shit about shit of biochemistry. Enjoy! More to come!