Gwen groaned softly beside Peter; the morning light filtering through the window as she turned her body towards him - wrapping an arm around his naked torso as he did the same to her back; holding her against his chest.

"I've got to get to class…" She muttered as he kissed the top of her head; looking up at the ceiling. "Don't want all that chemistry tutoring to go to waste." She added with a grin, tilting her head up to kiss his neck then his lips as he leaned down to meet her.

Peter remained quiet; stretching his aching muscles as Gwen's hand moved down his stomach carefully. He grabbed her wrist - meeting her displeased gaze.

"We're out of condoms."

"I may be inexperienced Ace but there are things we can do that don't require protection."

Peter laughed at the thought; bringing her fingers to his lips as he kissed each one gently.

"I've created a monster." He muttered with a grin; kissing her pouted lips before pushing himself from the bed. Gwen laid back - admiring the view as Peter grabbed his jeans and slid them on quickly - searching for his shirt. "You don't really need this do you?" She asked - handing him the simple material as he grinned. "It's twenty-six degrees outside."

Gwen turned so she was on her stomach - her perfect ass beckoning him as he glanced towards her. "You could just stay here - naked; while I go to class."

"Like some kind of sex slave?" He asked; seriously as he pulled his shirt on. "Exactly." Gwen assured with a laugh - reaching for her own discarded shirt. "That actually sounds great," he joked; pulling on his socks. "I've got to go find a day job though and you've got to go ace that test."

Gwen pouted at the thought. "Will you come back tonight?" The worry in her voice caused Peter to turn to her - frowning as she sat up on her bed. "Of course I will." He assured; closing the space between them and taking her face in his hands - kissing her deeply as a sigh escaped her. "Ok." She stated; handing him the empty box of condoms. "Bring more of these."

Peter laughed at the thought; taking the empty box and tossing it in the trash a few feet away as he made his way out of her apartment; glancing back at her as she busied herself with getting ready for the day.

X

"Aced my exam - just like you said."

Peter glanced down at his phone screen as he waited patiently in the lobby of J Jonah Jameson's office. He'd spent the last of his savings on a decent camera - hoping the loud mouthed news anchor would hire him for the photographer job he'd advertised. Keep your friends close and your enemies closer - so they said.

"Never doubted you for a minute, beautiful."

"I'm done at Empire U at 6. We can have left over Chinese and lots of sex."

Peter laughed out loud; clearing his throat as the Secretary glanced up at him.

"I've got some fight club stuff to take care of after this but I'll be there tonight. Wait up for me."

Mr. Jameson's harsh voice filled the small lobby causing Peter to jerk in his skin. "Send him in!" He boomed through the speaker as the secretary called his name. Peter glanced down at his phone one last time before shoving it in his pocket; a smile on his face.

"Go get 'em, tiger."

X

"Woah." Peter muttered; watching the helicopter land delicately on the large roof top as the rotors began to slow and an exceptionally large man emerged. "How the hell did he fit in there?" He muttered to himself; keeping his distance as none other than Kingpin graced him with his presence.

"I thought we would meet on your level, Spider-Man. Keep things casual."

Peter watched the large man stop a few feet away from him; toying with the large glass bulb on top of his walking cane before lifting his massive head. He wore a white suit that was tailored especially for his large frame and the shiniest black shoes Peter had ever saw.

This man had money. Probably other peoples money but money none the less.

"Wilson Fisk, I presume." Peter started - trying to sound as distinguished as his company but failing. "You can call me Kingpin. All of my friends… and foes do."

"Where do I fall in those categories?" Peter asked; watching Fisk carefully. The large man stood surprisingly still - sizing Peter up as well. "I'm hoping, friend. You would make a great asset to my militia."

"Uh, good guy - remember?"

Fisk laughed at the thought; "Everyone has a price, my boy. Name yours."

Spider-Man jumped down from his perch; standing within arms length of Fisk now.

"I'm not your boy." He spat, narrowing his eyes from behind his mask. "Now I'm here to tell you the guys down at the station are on to your little game. Breaking the prisoners out - wasting my time. Take my advice and stand down. I don't think you'd fare very well in prison."

Fisk laughed suddenly; a loud boom that rattled Peter's chest.

"I own those N.Y.P.D assholes, boy! What do you think I'm baking cakes and putting files in them? My guys at the station let who I want out when I say so. Now - if we're not going to be friends I'm afraid things are going to have to go a different way."

Peter's spider sense warned him of the oncoming blow but Fisk was more agile than he'd expected - landing a hard punch to his stomach which caused Peter to double over in pain; his breath rushing from his lungs to quickly.

"You should not underestimate me, boy. I've been fighting and training longer than you've been alive - I'm unstoppable!"

Peter tried desperately to take in air; dodging Fisk's right hook but not his left; slamming onto the brick of the roof top hard. Before he could get his footing the Kingpin was on him again - kicking him hard in the side; cracking bones with the force of his leg.

Blood filled Peter's throat - choking off what little air he had as he tried to get up; holding his side in pain as Fisk continued to kick him repeatedly.

"I don't take kindly to threats! It's just a matter of time before I am in complete control of this city!"

Blood spilled from his mouth as Fisk finally stopped the assault on his ribs - grabbing him by his suit with ease - one hand between his shoulders; the other near his ass as the brute picked him up like he was nothing and lifted him over his head - slamming Peter down onto his chest with such force a crack began to run towards them from the edge of the building.

Peter groaned; lifting his hand in defeat but his company was barely breaking a sweat - his white suit still pristine. He tried his webbing but his head was to dazed to focus on his aim and Fisk grabbed him easily - his large fist clinched around Peter's neck as he struck him hard in the face - over and over until Peter's body went limp.

"This is your only warning, boy." The large man growled bringing him close to his face. "Do. Not. Fuck with me."

With a flick of his wrist Kingpin tossed Peter over the edge of the building and turned back to his waiting helicopter.

X

Peter fell like a rag doll from the sky - landing hard on his back in the middle of the deserted street. The impact caused him to regain consciousness but he was barely able to move - crawling to his knees as he hung his throbbing head. A moment passed before he lifted his mask enough to free his mouth and vomited violently on to the asphalt.

He sat in the middle of the street on his hands and knees for what seemed like forever; emptying the contents of his stomach as pain radiated through his body; his head throbbing to the point of tears welling in his eyes. Had he even got one hit on that fat bastard?

Peter finally lifted his head; pulling his mask down as he flung a string of webbing into the sky - connecting with a building quickly as he lifted himself up from the pool of blood and vomit he'd made in the street.

A minute later he slammed into the side of a building - jarring his already pounding brain as he began to fall back towards the street. With a groan he flung his wrist - connecting again as he tried desperately to get home. He needed to sleep - maybe if he just closed his eyes for a minute…

X

Gwen emerged from her bathroom completely exfoliated, moisturized and as smooth as a baby's bottom wearing a pair of loose yellow shorts and a simple white t-shirt.

"You may have won the battle, Parker - but you won't win the war." She assured herself with a laugh; grabbing one of the many body mists from her collection before spritzing it literally everywhere. She glanced at herself in the tall corner mirror and smiled; tossing her hair up in her go to messy bun.

"Where are you, Ace?" She asked aloud; flipping through a few messages on her phone before sitting it down on her desk. She hadn't heard from Peter since his text letting her know he'd gotten the photography job. That was at 4 and it was closing in on 10 now. "You promised…" she added, sitting down at her desk and opening her chemistry notebook.

Gwen placed her chin in her palm and looked out the window like she did most nights - contemplating life's greatest mystery's. Like what kind of weird Tyler Durdan shit was Peter into?

A moment later a blur of red and blue flashed before her - crashing into the fire escape loudly. She leapt to her feet - pushing the window open and climbing outside into the frigid night air.

"Spider-Man?" She asked quietly - finding the fallen hero crumpled against the furthest railing of her shared fire escape - his body twisted in an inhuman way. Gwen went to his side - touching his chest carefully as a groan escaped him; his head falling back to the ground. Panic filled her chest as she placed her fingers on his neck to check his weak pulse.

Peter groaned again, reaching up to grab Gwen's wrist - much like he had this morning. "Gwen…" He whispered; taking in shallow labored breaths as pain radiated through his body. "Peter?" She gasped, tears filling her eyes as she pulled his mask off carefully - his handsome face beaten and bloody.

"Oh god… Peter… I need to call an ambulance." She said - coming alive as she turned back to the window to grab her phone off her desk. "No… Gwen... no... I just need…" Peter winced; clutching his side as the pain overwhelmed him again; consuming him as he fell back to the ground in agony.

Gwen could only watch in horror; her heart twisting in grief as Peter laid in the fetal position on their shared fire escape - barely breathing with tears in his eyes. She moved toward him again; kneeling down and lifting his shirt over his ribs gently. Dark, almost black bruises covered most of his torso - his jagged breath catching as she touched him.

"Your ribs are broken…" She whispered; a shiver washing over her as the winter air blew around them. "They've been broken before…" He breathed, turning slightly to look up at her. Gwen touched his face - her vision blurry with forgotten tears. "We've got to get inside…" Peter murmured; her hands like ice on his cheek. He had to get her out of the cold. "Come on," He grunted - trying to lift himself up as he cried out in pain; pulling himself to his feet with the fire escape railing.

Gwen placed her arm gently around his back; supporting his weight as he limped towards the open window and she helped him inside - gasping as he fell to his hands and knees beside her desk with a groan. "Peter?" She whispered, leaning over him again as his arms gave out and his consciousness slipped away.

X

A/N: Let me know what you think so far! Thanks!