"UNDERWORLD TAKEOVER RUMORED!"

Peter glanced down at Jameson's desk; noting the headline of his latest blog on his iPad.

"Parker!" He jerked his head up - meeting Jameson's snarling face with wide eyes. "These pictures are garbage! Taken by an amateur! How much am I paying you?"

"Well you haven't paid me anything yet."

"Good because these are trash! I'll give you fifty for the lot - send them to my email."

Peter watched Jonah move towards his office window; crossing his arms over his chest.

"That menace Spider-Man is out there somewhere causing chaos in his wake! Do you know how much collateral damage he's caused the city? 80,000. Just from 9th to 12th street this week."

"What do you know about this underworld take over?" Peter asked suddenly; causing Jameson to spin on his heels and glare at him - grabbing his iPad quickly. "Know?! I know everything. The crooked cops - the mob bosses waiting in the shadows. Get out of here Parker and get me some GOOD pictures of that deviant Spider-Man!"

X

Spider-Man clung to the ceiling of the police station; crawling towards the office labeled "Cap. Stacy".

He wasn't a hero amongst most of New York's finest but Captain Stacy would listen to him.

He hoped.

"Listen here, Stacy. The Kingpin won't be threatened by your little bug infestation - Spider-Boy. If you want continued immunity and protection from Fisk he suggests you keep bug-boy off his radar."

Peter kept to the shadows of the room; listening carefully as the dark figure stood at George Stacy's desk delivering threats from Wilson Fisk.

"I assure you and your bobble headed boss all I said to Spider-Man was we would "look into" the accusations YOUR men spilled to him themselves. Maybe Fisk should put a little research into who he's letting out of Riker BEFORE these brainless thugs are on the streets fighting Spider-Man."

"You handle your business your way and we will handle our business our way. Just make sure your men do what Kingpin says when he says if you want your precious family to stay intact."

The mysterious figure reach out and touched a small picture frame on Stacy's desk; bringing it to his face casually.

Peter's eyes went wide as he looked at the photo; Gwen stood behind her three younger brothers smiling brightly with her hands placed protectively on the smallest boys shoulders.

Without another word the thug placed the frame back on the desk and turned to leave.

Once he was gone Captain Stacy let out the breath he was holding; slamming his fists on his desk angrily. When he looked up Spider-Man was gone.

X

Peter walked down the busy street quickly with his hands in his jacket pockets and his head down. Captain Stacy was working for Kingpin? Doing his bidding to keep Gwen and her brothers safe but at what cost to his integrity? How could he tell Gwen that her father, the man she adored - was working with for the criminals of this city. She would be heart broken.

How could he treat Gwen's dad like an enemy? How could he battle the father of the girl he loved?

Peter stopped in his tracks surprised at the realization. He loved Gwen. She was beautiful and witty; smart and funny. She was the kindest person he'd ever met and she cared about him; she'd taken care of him when he was hurt and kept his secrets like they were her own.

His heart began to race like it always seemed to when he thought of Gwen. A smile spread to his face as he took off running down the street.

X

Gwen stood in the crowded subway with her arms wrapped tightly around her thin frame as people herded into the cars in front of her. The large smelly men and screaming babies on exhausted mothers hips shoved past her to get home from their long day.

Her chest felt tight as the patrons crowded around her and panic set in. She should have took a cab.

"Hey! It's Spider-Man!" Someone yelled suddenly - causing Gwen to look up as Peter swung through the congested subway area and scooped her up in his arms; lifting her with ease to the stairway and out into the open street. Gwen gasped as they gained speed and height.

"You looked like you needed a lift." Peter said with a laugh; pulling them higher with each fling of his wrist until the city was quiet beneath them.

"Peter…" Gwen whispered; clinging to his chest as new panic rose in her voice. She hated tight over crowded spaces but being two thousand feet in the air was its own terror - no matter how much she trusted Peter.

She buried her face in the bend of his neck as he held her against his side tightly. "It's alright. I've got you." Peter assured, swinging them towards one of the best spots in the city as Gwen tightened her arms around him; squealing. A minute later he placed her down gently until her toes touched a flat surface as she opened her eyes; not letting go of the grip around his body.

The wind whipped her blond hair around her face as Peter removed his mask - smiling down at her as she clung to his chest. "Peter… we're so high up." He pulled her closer - trying to ignore the feeling of her body against his; one hand on his back the other on his chest. His heart began to race and he knew she could feel it thumping against her palm.

"I wanted to show you something." Peter turned Gwen carefully so her back was against his chest - the wind holding her against him as he wrapped his arms protectively around her middle and placed his chin on her shoulder. "Open your eyes, beautiful."

Gwen took in a breath and did as he asked; opening her eyes slowly as a gasp escaped her. The skyline was on fire - fiery red at the bay blending with a lighter orange then yellow and finally fading into a deep purple as night lingered beyond.

"Wow…" She whispered; staring at the masterpiece before them in awe. She had never seen the sunset so vivd before it was as if they were engulfed in it - surrounded by the bright colors. Gwen turned quickly to face Peter - gasping a little as he held onto her.

"Easy. We're really high up and I'm afraid you don't stick to buildings as easily as I d—-."

Gwen kissed him suddenly; pressing her body against his as her tongue gained access to his surprised mouth and a groan passed between them. Her hands moved up his chest to his neck; pulling him closer to her before her fingers entangled in his hair; pulling it lightly.

Peter groaned again; turning so she was safe against the wall of the building as he leaned down and found her mouth again. They stayed that way until his lungs burned for oxygen and he pulled away; breathing in deeply as Gwen glanced up at him with burning eyes.

"There's something about you, Ace." She whispered; searching his dark eyes as his breathing slowed and he moved his head slightly so his lips were near her ear. "I think I'm falling in love with you, Gwen…"

She pulled at his hair slightly; causing him to match her bright smile. "I think I love you too." She whispered; pulling back to get a better look at him. "I don't know if that's smart… being who I am…" He whispered as she tightened her hold on him. "I would do everything in my power to keep you safe and that means I should put as much distance as possible between us but the thought of doing that kills me."

Gwen pulled his face up to hers; "I can take care of myself, Ace. You being Spider-Man is as thrilling as it is terrifying but the man beneath the suit is who I love. All I need is you Peter."

Peter searched her eyes as her words sunk in; unsure of himself even as Gwen pulled him forward and kissed him passionately as the wind whipped around them. "Take me home, Ace. Before one of the police choppers see us and my dad has a front row seat of me having my way with you."

Peter frowned at the thought of Captain Stacy. He had to get the whole story before he accused her father of dealing with the devil. Without another word he wrapped his arm tightly around her as she clung to him and they dove off the Empire State Building quickly.

X

He landed gracefully on their shared fire escape - pushing Gwen against the building as his mouth found hers and his hands moved up her body to her neck - pulling her back to him.

"Come on, it's cold!" She squealed, turning to the window and opening it quickly. Peter watched her climb through - admiring her ass for a long moment before he went in behind her - pulling the shirt of his suit over his head and tossing it to the floor. Gwen shed her coat; eyes beckoning as she admired his chiseled chest as it heaved with anticipation.

"I'm glad you're feeling better, Ace. You had me worried."

Gwen closed the space between them; tracing her fingers down his chest to the faint bruises on his left side. Peter's breath caught in his throat as she touched him - moving her hands further down until they were just above the rim of his pants. "Breathe, Ace." She assured before taking a step back towards her bed - squealing as Peter grabbed her and tossed her onto the mattress - advancing onto her quickly.

Peter kissed her; holding himself off of her enough so she could pull away smiling. "I love you, Peter…" The sound of his name on her lips caused an ache to run through him as he pushed a few blond streaks of hair from her face and kissed her again - slower this time as a moan escaped her and she pulled his body down to hers quickly.

X

Peter opened his eyes slowly; stretching tight muscles as Gwen pulled him in closer to her body; tightening her grasp on his back as she slept entangled in his limbs.

"Gwen, baby…"

She groaned in protest - burring her face in his neck as a smile spread across his lips and he tried to pry his company from his body. "It's after ten." Peter stated; glancing past the clock as the bright winter sun shone through the window - casting a warm light around them. "Don't care. Don't go." Gwen whispered against his neck before her tongue moved towards his ear and a groan escaped him.

In one swift movement Peter was on his back and a very naked Gwen was on top of him - sitting up slowly to straddle his hips. He swallowed; becoming instantly hard as she ran her fingers down his chest - looking at him in way that made him ache for her.

"Gwen… you're playing a dangerous game." Peter groaned as she moved an inch down his body - causing his eyes to close tightly and his fingers to grasp her hips as she leaned down to kiss him. When she pulled away again he was lost - gazing up at her with a look of pure desire on his handsome face.

In that moment she could have asked anything of him and he would have done it. Peter's head fell back on the mattress as Gwen lifted her hips and sank down slowly until he was buried deep inside of her - his breath heavy; chest pounding as he looked up at her and groaned.

"Fuck, Gwen."

"Is this okay?" She asked quietly - staying very still as she tightened around him. Peter's eyes rolled back in his head at the feel of her - like a hot vice around him as he moved his hands to the headboard behind him; holding on tightly as he nodded.

That was all the permission Gwen needed as she began to move; slowly at first - placing a hand on his chest as she lifted her hips and then lowered them; sinking down to the hilt then repeating the motion quicker until the wood of her headboard cracked beneath Peter's grasp.

"Oh, god Peter… the bed.."

Peter didn't give two fucks about the bed - running his hands over her perfect body as he grasped her hips - slamming her back down onto his throbbing dick over and over until her head fell back and she cried out with pleasure.

"Fucking hell Gwen…" Peter's body went rigid beneath her as she lifted herself up - placing her hand around him as he came hard and desperately. When their eyes met his head fell back on her broken bed and she smiled; leaning down to place her lips against his.

"Fucking hell…" Peter mumbled again against her smiling mouth before she stood up from the bed and headed towards the bathroom. Once she stood, insatiable against the door frame Gwen glanced back at Peter who was still trying to collect himself - their eyes locking from across the room.

A second later Peter leapt to his feet and joined her in the bathroom.

X

A/N: Ah, smut. I love good smut. I'm not sure if this is considered good… I'm trying to keep it M rated not X rated and it's a little embarrassing to write but I hope it doesn't disappoint. Thanks so so much for the great reviews! They mean the world to me! More to come soon! 3