Peter opened his eyes slowly; surrounded by a halo of Gwen's blond hair as she smiled down at him - placing her soft lips to his waiting mouth. A groan left his chest as his hands moved from her ass to her back; pulling her forward as he kissed her deeply.

"Pete…" Gwen whispered against his mouth - grinding her hips against his growing erection as their eyes met; his breathing labored. His ribs ached; worse than they ever had before but her body was driving him crazy; the way it fit perfectly with his - moved perfectly against him. "…fucking hell, Gwen…" Peter groaned - sitting up quickly and holding her against his chest as her tongue moved skillfully against his - her legs wrapping around his middle as he kissed her with a yearning he'd never felt before. He came alive the night she knocked on his door and gifted him her families Christmas cookies. "Gwen…" He whispered as her mouth moved down to his neck; placing soft kisses against his skin - causing his desperate breath to catch in his throat. She looked up at him - frowning at the pain across his face he tried to hide. Their foreheads touched as he took in shallow; desperate breath's. "Gwen… I love you."

Gwen's eyes went wide as her apartment door burst open behind them suddenly and a large bald man stormed in - towering over them. Gwen screamed as Fisk grabbed her roughly by the shoulder - jerking her from Peter's arms and tossing her against the wall with a sickening thud. He could only stare as Kingpin's powerful fist came towards his face.

x

Peter woke with a start - wincing as pain moved through his battered body; his lungs burning as he gasped for air. Gwen laid on the floor to his left with her back against the desk drawers using her arm as a pillow.

She looked exhausted; worry across her pretty face even in sleep.

Peter had to look away; the thought of Gwen worrying about him was to much to process right now. He took in his surroundings; laying on Gwen's floor with a pillow under his head and a blanket covering his body. An ice pack against his ruined ribs. The top of his Spider-Man suit was crumpled in a pile beside Gwen much to his dismay. He had one job - keep his secret identity a secret and he had already blown that. Twice.

Peter groaned as he tried to sit up; holding the ice pack tighter against his side as he met Gwen's frightened expression. She closed the space between them - touching his chest lightly as she begged him to lay back down. "Peter… I think all the bones in you chest are broken… you wouldn't let me call an ambulance and you're Spider-Man…" Her voice rose with quiet hysteria as she buried her face in her hands, a sob escaping her.

The last thing he remembered was Wilson Fisk's sledgehammer of a fist beating him senseless - no idea how he to made it to Gwen or why his throat burned when he spoke.

"I thought you were dead…" She whispered; tears spilling again as she leaned down and buried her head in the crook of his neck - a sob escaping her as Peter slid his arm around her back. "Gwen… it's ok. I'm okay." He assured; his breath rattling in his chest as he tried to hide the pain.

She sat up quickly; panic flooding her features as she put some space between them. "I'm sorry. God, your ribs… I'm sorry."

Peter sat up slowly this time; pulling Gwen back into his embrace as she cried. "I thought you were dead…" she repeated; clinging to him. "Superhero, remember? I'll heal and be good as new." Peter whispered, running his fingers through her hair. He placed his lips against her crown; taking in a deep - painful breath. "Why do you smell so good?"

She couldn't speak - sobs wracking her small frame as she put her arm around his neck; clutching the back of his hair carefully as he held her. "I'm sorry I worried you… I don't even remember getting here… that asshole Fisk… I screwed up. I thought he was just loud mouth sumo wrestler…. and he kicked my ass."

Gwen looked up at him quickly; "One guy did this to you?"

"We'll, yeah… but, I mean he's 400 pounds of solid muscle. He's in deep with the police… got guys on the inside letting inmates escape. It won't be long until Kingpin unleashes them on the city."

Gwen pulled away from Peter slowly; searching his battered face. "We have to tell my dad. He's suspected several guys on his team are getting their palms greased by some under ground mob boss."

"Gwen, I have to keep who I am a secret and I don't think your dad will listen to a photographer for Jameson ."

"He'll listen to Spider-Man - he respects you and what you represent for this city."

Peter nodded slightly; his head still spinning. "Ok, tomorrow. I don't think I'll be much of a help to anyone out there tonight…" He muttered, pulling Gwen down with him as he laid back on the floor with her on his chest. "Peter! Your ribs!" Gwen protested trying to push herself up with no luck; Peter clung to her tightly - pulling her up to his face with a grin.

"Enhanced super-human healing factor." He whispered as he closed the space between them - his lips inches from her own. Gwen pulled away from him - searching his face. The bruises had faded significantly since he'd woken up and he was moving easier but she couldn't shake the memory of him crumpled on the fire escape. "This is all really weird…." Gwen assured, leaning down to kiss him gently - causing him to groan as her tongue found his.

"You have no idea."

X