The response I've had with both the prequel and this new fic has been absolutely phenomenal - I'm astounded by the enthusiasm! I'm determined that this fic be as good as it can, so updates will only be as regular as I can make them with the time I have.

Song recommendations again! Perhaps The Underdog by Spoon, One Thing Leads to Another by The Fixx, Start! by The Jam, and A Summer Chill by This Is Ivy League.

Anyway, with that now cleared up, enjoy this next chapter! I had a lot of fun writing it.

That Saturday, Michelle sat on her bed, window open as the sounds of the city filtered in. It was 10 in the morning, the April sun still as bright as ever, shining in through her window and lighting the pages of her latest book, The Moon and the Sixpence, in a soft glow, cup of coffee in hand. It was a typical weekend for her – devoid of people, overflowing with literature.

Michelle had always made a point of being a loner, head shoved into a book to throw out many signals, always pertaining to: 'Busy; reading'. It usually worked.

In the case of lunch at school, not so much.

Parker the loser and his loser friend Leeds didn't seem to understand that. They always asked her about her opinion on whatever thing they'd preceded to discuss (usually Star Wars – again, she was just being observant). They asked last week what she thought of the original ones – they couldn't agree which were the more entertaining film sequence.

Michelle had pointedly told them that the newer ones, because if the older ones had been directed today, there would have been way more diversity.

Ned had frowned, like a confused puppy.

Peter had widened his eyes, quirking an eyebrow. He'd almost looked cute.

Almost.

Michelle sniffed, trying to concentrate on the words in front of her. The hell if she needed him invading her thoughts again, after she'd been so diligent as to forget about him since Friday afternoon.

She'd still been confused by the bag incident on Thursday. It had been unnerving to be stolen from, sure, but the interaction with the famed webslinger was causing her more migraines that anything else.

She flopped back against the wall her bed sat against, being careful not to let her coffee spill, book open on top of her crossed legs. She was still in her pyjamas – large, grey and white checkered nightshirt -, barefoot and hair a messy pile of curls on her head. It was easy to understand why anyone would be surprised about meeting Spider-Man – least of all behind a dumpster – but there had been something so unnervingly familiar about him that it had seemed almost ridiculous to think about. She'd spent a day or so trying to place the voice, the body language; anything that could have seemed so familiar to her.

It had been the voice. She was sure of it. More high-pitched than she'd have thought, and the wild, quick way he talked like he was constantly nervous. She knew about his tell-tale humour – easy quips that threw off the person fighting him.

But he'd acted like a youngster. Like a free-wheeling kid high on helium.

Super weird for a superhero, she thought, taking a tentative sip of her coffee. It had cooled slightly.

She didn't mind him so much. He seemed like a genuine guy. Very open and honest about what he did for people. Certainly not in it for the glory or the fame.

He was a mystery, really. Much like herself. Although, unlike her, he was one people actually wanted to solve for a change.

She turned back to her book, listening once again to the cars and the talk she could hear from her window. Living in an apartment afforded a great view of the city, and made her feel like a keen watcher of the people below.

Again with the observant streak in her.

But if there was one thing she was sure about, it was this:

She was going to figure out why the hell Spider-Man had seemed so familiar.

She was going to unmask the masked.

Monday swung by again, and Peter Parker and Ned Leeds were off to the first class of the day – Chemistry.

Peter had been having some serious thoughts about the previous incident with MJ – he had not been expecting her, he had not been expecting that, and that nickname –

Like, who even came up with that? Spider-Butt, his own one.

"It's kinda funny, you got to admit," Ned laughed, as the both of them walked through the corridor, on their way to class. Peter was looking as geeky as always – a pair of jeans, sneakers and thick sweater on, emblazoned with the NASA logo, coloured a bright blue. He'd thrown it together after a late wake up call, May rushing him out of the house with a slice of toast lest he miss the train.

His hair was a mess, though. Usually having slightly wavy hair meant he could tame it well enough, but because of said rushing out of the house, it was sitting unkempt on top of his head, waves in full view.

"Ned, it was absolutely not funny,"

"Yes, it was," Ned countered, shoving his hands into his pockets. "Only Michelle would call you something like that,"

"Only Michelle would be that cruel," he muttered, but Ned didn't hear.

"I still think we should tell everyone,"

Peter whipped his head round to look at him, one stray lock falling into his eyes. He hastily brushed it away.

"What? No! I told you, dude – no-go area, alright?"

Ned looked severely disappointed, despite this being at least the fifth time they'd had this conversation. The excitement of having Spider-Man as his best friend had clearly not worn off enough for him to just leave it alone.

"Peter – you swing from rooftops, saving everyone's lives –"

"I think 'lives' is a bit heavy, Ned –"

"No, it's not – you should be thanked for that!" He made his hands into the position, pretending for a moment that he too could shoot webs from his wrists. Peter sighed, smiling thinly. Ned was more excitable than even he was – which was saying something.

"Thanked for what?"

Peter yelped, spinning around to come face to face with Michelle. Today, she'd dressed in black jeans, a burn-out, plain white t-shirt, and her classic black jacket, hands shoved in its pockets with her shoulder-bag hanging off her shoulder. She looked about as threatening as she always did – a slight tilt to her chin and a squint in her eyes that commanded presence. This was Michelle, captain of the Decathlon team, determined to find out everything that didn't have an answer.

"Seriously, MJ, if you're gonna join the conversation, at least warn us!" He exclaimed, as he shuffled his feet, combing a hand through his hair subconsciously.

Michelle stared at him, narrowing her eyes. Her hair was like a bird's next – curls like vines spiralling out of control, the golden tan of her skin glowing with sun coming in through the windows, somewhere along the corridor. She never made any particular fuss over her appearance – never any makeup, or fancy clothes. She was just herself. What you saw was what you got.

Peter liked that about her. She was too blunt and honest to try being anything different.

Liz had been beautiful and smart and caring. So open and kind.

Michelle was sharp and witty and sceptical and literary.

But there was some strange, obscure beauty about her that was actually very beautiful from the beginning. You could only see it if you made the effort to.

Peter could see it, which surprised him.

He shook the thought away.

"Why? That's boring," she quipped, frowning, as she flipped away the curls from her face.

Peter squinted in disbelief, as they began to walk again, Michelle now trailing beside them. It was common for her to now walk with them to class. Him and Ned couldn't figure out if it was because she was trying to get dirt on them, or just genuinely wanted to hang out with them. They severely hoped it was option two.

"Boring has nothing to do with it!" Peter exclaimed, waving his hands about like he usually did, but Michelle just shrugged in response. She wasn't in the mood for Peter's antics today.

She'd been trying desperately to ignore his hair, which was far from the tamed style he usually came in with.

"You dragged through a hedge, Parker? Your hair's a mess,"

Peter blinked back at her, reaching up to smooth his hair down. It didn't work – the waves were permanent, thick and abundant, and very much untameable. Michelle couldn't work out if it looked better on him than his preferred look.

She furiously ignored the thought.

Get it together, geez.

"Uh – woke up late this morning," he laughed, a hint of nervousness in his voice.

"Huh. Should've known your time-keeping would be crap," she mused, as they slipped into the classroom, taking their seats. Peter looked at her, Ned too busy taking out his books to notice.

"My time-keeping is fine!" he hissed, but Michelle just smirked, a curious quirk of her lips that made him purse his lips at her.

"You're a walking crisis, Parker,"

"Whatever, man," he replied, taking his seat by Ned, Michelle behind him. She looked down at her own books, smiling slightly.

It didn't matter how many times she did it, but teasing him always put a smile on her face.

She pretended to herself that she had no idea why.

x x x

After school, the Decathlon team met up in the assembly hall, as usual, ready to run through another hour long practice.

Peter was currently up on the stage, seated beside Cindy, a sassy individual whose mind was a sharp as a knife.

"Parker! You even listening?" Michelle barked, snapping him out of his daydream. The clock had been ticking by at the slowest pace, as it often did when you wanted it to go faster. Michelle had an eyebrow raised (seriously, was that the only expression she had?), question cards hanging from her hand as she crossed her arms.

"Uh, yeah, still listening,"

"You better be,"

"Look, I'm practically dying back here," Flash moaned from her right, seated in a chair on the hall floor, phone in hand. He'd been currently out of the loop for questions, but Peter figured that was because Michelle wasn't in a patient enough mind-set to deal with him.

"Feel free to do so," Michelle snapped, reading out the next question.

This continued for another twenty minutes, before she called a half hour break. Peter, slumping back in his seat, was prepared to rest his eyes for a minute, before Seymour, from the other table on the stage, asked,

"Did you guys see the kid Spider-Man saved at the weekend?"

"Just because you're crushing on him doesn't mean we all are, Seymour," Michelle smirked, but the other boy didn't flinch.

"So what if I am? That'd be so cool to be saved by him,"

"The person was kidnapped though," Cindy piped up, as Peter continued to watch the conversation. He wasn't sure he could string together a coherent sentence if someone asked him what he thought about it.

It was super bad, is what it was, he mused, just as Abe replied,

"Yeah, so he saved him. That's pretty neat,"

"Is there nothing else you people can think about?" Michelle groaned, but Seymour, pushing his glasses up his nose fretfully, was in no mood to stop.

"No. Why would I want to, anyway?"

"Again with the 'your crush is irrelevant' theme, O'Reilly,"

Seymour made a face at her, but instead of returning to the questions, she turned to Peter, eyebrow still raised.

"What do you think of him, Parker?"

Peter froze, eyes widening. If Michelle could get any more shrewd, he'd be found out by next week. And with Ned currently not at practice, due to a visit from his older sister, he was left to deal with this on his own.

He opted for the dumb approach.

"Uh – what?"

Michelle's stare went blank, face passive.

"I think he's kinda dreamy," Cindy sighed, making Peter turn to look at her, a blush creeping up onto his face. Even Cindy thought so? Huh.

"Of course you would," Flash snorted, but Cindy shot back.

"Well, I don't see you showing any admiration that time you nearly died if he hadn't been there at Washington,"

Flash scowled back up at her, but turned back to his phone. Clearly, he felt out of place in this conversation.

"Hey – didn't you run into him, MJ?" Abe asked, leaning forward in his chair, gaze curious. Abe was pretty laidback at the best of times, but he seemed unusually keen at the moment. He'd overheard Peter asking her if she'd been OK that day, and had since been curious to know the exact details.

"Oh, you have a boy-crush too, Brown?"

"Very funny,"

Michelle shrugged noncommittally, neither indicating yes or no. That was one of the funny things about Michelle. It didn't matter if she was best friends with you or just a casual acquaintance – she wouldn't tell you something unless she wanted to.

"We were in the same place, yeah."

Cindy leaned forward now, as Seymour piped up again.

"What'd you say to him?!"

Michelle frowned.

"This is academic Decathlon practice, not an interview,"

No one seemed to care, as they all sat looking at her, Peter included. It was hard to believe how easily she had clammed up at the mention of the incident. As far as he could remember, she'd been fairly chill around him as Spider-Man. Or maybe he'd been too hyper to remember it correctly. It'd been known to happen.

Michelle let loose a sarcastic groan, clearly not thrilled with so much attention being put on her.

"I got my bag stolen. He got it back for me. I called him Spider-Butt. Absolutely thrilling. I couldn't believe it. Can we please get back to the questions already?"

Seymour looked personally hurt by the deadpan statement.

"Why'd you call him that?!"

"Because he deserved it, kiddo, that's why,"

"He has got a pretty cute butt, actually," Cindy mused, making Peter's blush darken, and Michelle roll her eyes.

"OK, enough! Practice!"

Michelle turned to Peter's table, his cheeks glowing red at Cindy's comment. He sneaked a glance at her, but she wasn't paying attention. He was struck by the thought that she had no idea it was his butt she was commenting on.

But then again, he figured she'd rather not know that.

Lately, he'd been thinking most people's ideas about him (and fantasies) would probably shatter when they realized it was a nerdy teenager swooping in and saving their own behinds.

"You got a fever up there, Parker? Because if so, scram. I am not having you vomit on the stage,"

Michelle still had her arms crossed, staring at him with a certain amount of annoyance. His cheeks had yet to cool down, but he stuttered out a 'yes!' as clearly as he could manage. Even as Michelle snapped back to the questions, Cindy turned to look at him, concern in her gaze.

"You alright, Peter?"

He turned to look at her, as she tucked a strand of her long, black hair behind her ear.

"Uh – yeah! Fine!"

He was absolutely not fine, but no one had to know that.

x x x

As Michelle once again made her way home, bag swinging against her thigh, the sun bathing her face, she couldn't help but remember Parker's face when Spider-Man had been brought up. Cindy had been more than vocal about attractive she thought the webslinger was, and Parker had looked like a beetroot ready to explode sitting beside her, rather silent despite the ongoing conversation.

She sighed.

She couldn't exactly claim to be so indifferent to the whole affair - she was having issues in the romance department herself, crushing on Parker like there was no tomorrow, even though her constant teasing was suggesting the complete opposite. She supposed she'd gotten so good at hiding it that it had become ridiculous for anyone to suggest her having a thing for somebody.

Which was what it was. A thing. Something she couldn't define exactly, because it made no sense, and she didn't much like that.

Opening the door to her apartment, she slipped inside, going up the elevator until she reached her floor, getting out and making her way to their flat, opening the door lazily.

She wondered briefly if it was too easy to just dismiss everything he did and hope it just went away. So far, she'd come to the conclusion that things like this didn't exactly go away, even if you wanted to sacrifice limbs for it.

Her mum swept past as she came in, brushing a kiss on her cheek.

"Hi, MJ. How was school?"

"Same as always, mum."

Her mum laughed back at her, smile kind.

"Awk, sweetie – it can't be that bland, surely? You've got friends, right?"

Michelle smiled slightly. It gave her a little rush to admit that, yes, those persons did in fact exist.

"Yeah,"

"Any boys? Or girls, depending how you feel,"

"No, no boys, mum."

Also a whopping great lie, but Michelle didn't think she could bear the embarrassment.

"I'm going to make a coffee, and go do some homework. I'm snowed under at the minute,"

"Sure thing, honey. Just remember to take breaks, OK?"

Michelle nodded once, making her coffee in silence, before slipping into her room, the mug warming her hands. If anything, coffee gave her comfort from her roaring emotions, desperately trying to break through the emotional barriers she'd put up for years.

Maybe she needed some air.

Her room had a wide window, that she could slide up and look out of, providing the sweeping view of the city she so loved.

Except the view today was blocked by a flash of red and blue, as Spider-Man hung upside down outside her window, giving a dramatic wave as he dangled onto his web, one handed. Michelle nearly spilled her coffee on the carpet.

Shoving the pane up, she stuck her head out the window.

"What are you doing, you nimrod?"

"I just thought I'd swing by and see how you were? Geddit? Swing by?"

"Your humour is appalling,"

He tilted his head to the side, eyes widening a fraction. That mask still freaked her out a little – it made him seem alien.

"My humour is awesome, dude,"

"What are you doing outside my window?" Michelle asked again, making him drop his shoulders in annoyance.

"I told ya, I'm checking up,"

"Why?" she snapped incredulously, taking a sip of her coffee in a feeble attempt to calm her beating heart. This guy could scare the living bejesus out of her, seriously.

"Mmmmm… cause you got into some trouble lately? Yeah – I thought I best make sure you hadn't fallen into trouble again,"

"I can look after myself,"

"Uh –huh. Cool."

Michelle frowned again, watching him curiously. She'd seen him multiple times before, but having him so close to her personal space gave everything a strange definition. She studied his build – lean and muscular; made for agility rather than strength. His fist was wrapped around the web, muscles taught, legs bent as he held on, almost effortlessly. It was really pretty amazing how easy he made it look.

Focus, Michelle.

"You wanna see?" he perked up, voice high and excitable. He really was like a child.

It seemed so weird to think that maybe he was younger than she realized.

Maybe he was younger than her.

Oh, that would be truly weird on so many unmentionable levels.

"See what?" she said, rolling her eyes.

She could tell, even under the mask, that he grinned at her.

"The view,"

Somehow she found herself hoisted up onto the roof, held in a loop in his arms, as he swung them up on top.

He'd been right. It was some view.

The skyscrapers soared into view, the sky tinged pink at the horizon – a sign of the encroaching, late afternoon. The cars were like ants on the road, the people even more so, streets packed as everyone went about their business. The hazy heat, the soft glow of the sun.

Was this what he saw every day?

"It's beautiful," she breathed, never one to be scared of heights. She'd always loved them as a child – the first to challenge anyone to climb as high as she could up the trees in the park. Those days seemed like a very long time ago.

"Yeah – I guess it is," he nodded in agreement, their legs hanging off the edge, swinging in mid-air.

For a while they didn't say anything – they just sat there, basking in the warm sun, even more so on her skin when she was up this high.

"So what's your deal, anyway? Why'd you come by?" He looked to her to answer, but she interrupted him before he spoke.

"And don't give me the whole 'checking up' crap because I'm not stupid,"

"I'm serious! I was worried about you!"

He paused, realizing what he'd just said.

"Uh – I mean – you know – I worry about everybody, so-"

"Thanks, Spider-Butt,"

He frowned, swinging his legs.

"I really don't appreciate that nickname, you know,"

"Too bad," Michelle laughed, "It's staying,"

"Hmph," he replied, but he didn't seem as overly upset as he made out to be. There was something highly strange about sitting up on this rooftop with him, alone, talking like she actually knew the guy.

Which she might have. If he'd take off the dumb mask.

"What kinda age are you anyway?"

He seized up at the question, leaning back to look at her. His eyes had widened again, now almost panicked in their blank gaze.

"What?"

"Age. What age are you? You can't be any older than 30. Unless you're a 40 year old man, which makes this super creepy,"

"What? No! I'm not 40! I'm a boy! I mean – a man! I mean – ugh, whatever. I'm not 40, alright?"

Michelle smirked, brushing her curls from her face. She wished she hadn't left her coffee in her room. It would have been the perfect scene – sipping coffee and watching the city whizz by.

"Then what age are you?" she tilted her chin upward, like she always did when she wanted an answer. Spider-Man sighed beside her, perhaps considering, for a moment, to tell her.

She crossed her legs, one over the other, as they dangled over the edge. It was a dangerous move – that reflex that made you want to jump even when everything screamed in you to not even think about it.

She couldn't remember the term – it was French or something.

"Younger than most," he clarified, standing up.

That seemed about all the answer she was getting.

"I'll take you down," he said, offering his arm.

She took it, as they swung back in through her window, Spidey once again hanging upside down outside her window, gripping onto the web he was dangling on.

"Well, I'll see you around, Spider-Butt," she quipped, picking up her coffee to take another drink. It had gone lukewarm. He sighed in resignation at the nickname, saluting her.

"Yeah, sure. See ya around, Michelle,"

He swung off, agile in motion, as the webs spun from his wrists, spiralling into threads as he zipped from building to building.

It was only once he disappeared behind the nearest one that she realized.

She hadn't told him her name.

So how come he knew it anyways?

Michelle frowned. That guy was more of a mystery than he was letting on already, and this time, this time, she was going to figure out who he was.