The response continues to be amazing, folks! And that is seriously a wonderful thing. Who knew Spideychelle could grow so quickly. I've been looking at the tag on Ao3 and it's grown astronomically ever since I started writing this. It's crazy to think how many people have written so much about two characters who have barely interacted with each other *laughs*

I seriously recommend listening to The Pierces for this chapter - preferably 'Kings' and 'You'll Be Mine'. 'Kings' has some great lyrics, like 'the heart of a lion, and the lips of a child' that just fits my image of Peter Parker very, very well, so tell me if you agree! The songs have been added to my ever growing Spotify playlist. Also You Can Find Me by Jess Glynne and Man Behind the Sun by Callum Beattie. The songs have been added to my ever growing Spotify playlist.

This chapter is a little later than usual, but hopefully none the worse for it. So enjoy!

Gym class had never been an easy feat for Peter – having once been a lanky, weedy boy with more bone than muscle, it made sense that he'd immediately denounced it as hell on earth.

Nowadays, though?

Well, it was hard because he now had to disguise that it was probably way too easy for him.

Ned, of course, thought it was hilarious – as he held his legs during their daily exercises, he joked aimlessly that it would be one perfect opportunity after another to suddenly display some great feat of strength, and use it to punch Flash's nose in.

Peter wasn't completely on board with that idea.

He'd thought about it, obviously. Flash was the bully who continually found new ways of making him look like an ass, but even so – his identity had to be kept a secret, even if his newfound strength somehow disagreed. He knew he could punch Flash once and he'd fall flat on his own behind, but he knew it wasn't worth it. To have the whole school clamming around him, suddenly interested in him only because he was Spider-Man?

Not because he was just himself?

Didn't seem worth it at all.

"But dude – you're amazing. The stuff you can do – bench press 10 times your weight, or climb up walls at the speed of light. Why is it better to just keep that a secret? Doesn't it bother you that people still see you the same way?"

Peter sighed, crossing his arms over his chest as he continued with the set of 15 crunches they were currently doing.

"Ned, it's not – what I can and can't do doesn't matter. It's not about that. It's like –"

"Looking good, Parker." Coach Wilson had strolled by, eyebrow quirked in a more confused way than last time. Even for all his obliviousness, surely by now he was beginning to realize that Parker was currently looking completely fine compared to the other students, not even a loss of breath or slight perspiration on his forehead?

Who knew. Certainly not Coach Wilson.

Peter grimaced, slowing down as he pulled what he hoped looked like a pained face. Ned raised an eyebrow.

"Really? You're still pretending?"

Peter shot him a sharp glance.

"Well, yeah. I can't exactly not pretend,"

Ned shook his head.

"See, this is why I have so many issues with this-"

"Ned, there aren't as many issues as you think -"

"But you're Spider-Man!"

"Say it a little louder, Ned, I don't think the entire gym class heard you,"

Ned snorted good-naturedly, lips quirking in a confident smirk.

"They'll find out eventually, you know. Everyone always does. Don't you ever see it in the comic books? The hero always reveals his identity in a crisis, cause his mask gets ripped or something –"

"There is no way my mask is getting ripped. Mr Stark made sure of that,"

"Yeah, well – then you take it off in a minute of crisis to get the point across-"

"Because they're definitely going to take instructions from me over Spider-Man," Peter couldn't believe it. Did Ned seriously think that they would trust him over some famed, respected, but ultimately anonymous superhero?

If he took the mask off, they'd think he was just dressing up, and confirm that he was even weirder than they'd originally thought.

Yeah. No.

Ned sighed, just as Peter came up for the final crunch, shoulders sagging in relief. Acting that it was tough was actually harder than when it wastough. The bell resounded around them, students being none too slow about jumping up and streaking for the changing rooms, glad to get away from Coach Wilson's monotonous instructions. Ned stood up, Peter jumping up beside him, as they made their way with the rest of the class. Peter caught a glimpse of curly brown hair, the lightest purple streak weaving in amongst the dark curls, head dipped as she read her book. Once again, she'd been using it in favour of actual weights, but he supposed Our Mutual Friend seemed fairly heavy anyways.

Sometimes he just couldn't help but look at her.

It was like now, after having finally admitted it to himself, his eyes couldn't tear themselves away from her figure. How she casually brushed curls from her face or nibbled her lip in concentration as her eyes roamed the page, or how she sometimes crossed her legs, one over the other, as she bench pressed said tome of a novel.

Michelle had suddenly become herself, electrified by every little gesture and habit he knew her for. Like she was practically glowing.

Ned shoved him in the ribs, making him yelp in surprise.

"You're staring again,"

"What? No – I-I'm not. I'm not staring. Why would I be staring?"

"Because you're totally head over heels for her. It's hilarious, watching you cope with your romantic emotions all over again,"

Peter shoved him back, just as Ned walked on ahead, giving Peter one last glimpse of Michelle as she disappeared into the girls' changing rooms.

Ned wasn't wrong.

He felt like he'd tumbled over and landed on his back, staring up at the sun, only to find it more blindingly beautiful than he could ever remember.

Falling in love was always such a surprise. No one ever seemed to see it coming.

Peter smirked, running to catch up with Ned, ruffling his hair.

Who knew some crazy-haired book nerd, with apparently an answer for everything, would turn his head so quickly?

Certainly not him.

x x x

English class was still a total bore for Michelle as she reached chapter 13 of the second volume, in Our Mutual Friend, half-glancing between the page and the board, Mr Richards currently explaining how Nelly served as the key narrator for the story, weaving the events into the mind's eye for the reader. Michelle often wondered why Emily had chosen to do that – to afford the burden of telling the tale of two people, one still alive, to someone else entirely. Was it for an unbiased look? As a way to afford a voice to her instead?

Possibly. Michelle felt that way about a lot of things.

That she somehow could know everything about Peter Parker's life, and yet not be allowed to tell the story she'd put together in her head. She knew there was no entitlement to be had there – that his life was his, no matter how observant she managed to be, but it just felt like she was being excluded from a group she felt she ought to be in.

Yes. Michelle had to admit that to herself.

She wanted to be with Peter and Ned. She wanted to be that friend to them. Not just the girl who now openly sat with them at lunch and quizzed them at Decathlon practice.

She wanted to be the one to hang out with them. To watch movies, and go out places, and sleep over, and debate politics, and argue over representation in the sci-fi genre.

She wanted those things, yet seemed unable to make herself a part of that story.

Not in the way she wanted.

Today - as she let her gaze glance over her classmate once more - Parker had opted for a dark navy shirt and black jeans, the collar slightly rumpled. His hair was back to being neat and tidy, swept back at the front with his signature gel, but the hair was still curling around his ears and his nape.

She missed the waves, if she was being honest.

"So, how are the essays coming along? Any thoughts so far?" Mr Richards snapped Michelle out of her daydream, making her drop her book on the table with a resounding thunk, Dickens' tome too heavy to go unnoticed.

"Michelle, try to read when you're not in my class," he called back, shaking his head in annoyance. Michelle held back the urge to stick her tongue out at him.

The class remained quiet.

"Oh, come on – you're telling me you've spent a weekend on this so far and you still don't know what to say? Christ above, you lot," He leaned against the front of his desk.

"Right. Leeds! Thoughts,"

Ned snapped to attention, having previously looked to be dozing, mouth open in a half-adorable, half-gross expression, like that of a goldfish.

"Uh, yes sir!"

Mr Richards waved his hand in the universal sign for 'Well?'

"Uh –" Ned grasped for an idea, looking like he was trying to squint at the sun.

Michelle rolled her eyes, as she too slumped back in her chair, folding her arms as nonchalantly as she could manage without it seeming rebellious. Hell knew if she often came across as such.

"Spider-Man is a hero?" Ned offered, and Michelle's shoulders dropped in disbelief, a groan nearly escaping her mouth.

Could the guy literally think of nothing else?

Mr Richards narrowed his eyes in confusion, clearly missing the relevance of that statement as well.

"Well, yes Leeds – that's true, but-"

"I'm not so sure, sir. Does he even count as an Avenger?" Flash Thompson seemed to have decided that he needed to be a part of the conversation, as egotistical, bullying morons often did.

"Yes!" Seymour shouted from Michelle's left, an impassioned look shot Flash's way.

"What a surprise that you say that, O'Reilly," someone else called, and the whole class burst out laughing, Seymour shaking his head in annoyance.

"Thanks, guys. Really appreciate the support," he muttered, laughing along with them after a second. Flash continued.

"Did he even make the Avengers? Was he even offered a place?"

"He saved your life, dumbass! What more do you want?" Cindy had piped up, Mr Richards now standing like he'd walked into the room having abruptly caught fire.

"Class, pipe down! It's a totally different issue whether or not our local superhero counts as an official member of a team that was severely scrutinized and reviewed by the state,"

"Yeah, but I don't see him making a statement about it."

Mr Richards fixed a hard eye on Flash, fingers tapping against the desk behind him. He did not look amused by his outburst.

"I don't recall that you had any more knowledge about him than the rest of us, Mr Thompson,"

Flash put his hands up in mock surrender, snorting.

"No offence intended at all, sir. I'm just saying – he's not a true Avenger, so –?"

Michelle watched this whole scene play out with her eyes on Peter, whose back had now stiffened to resemble that of a plank, eyes darting from one person to the next as the debate broke out. It wasn't uncommon for Mr Richards to allow them to openly debate topics out loud; it gave a sense of freedom and an open voice for opinion amongst the students. But Peter had remained silent, and surprisingly, Ned as well – he was currently watching it with a slightly dazed but definitely guarded look, glancing at Peter as he watched his classmates.

Michelle wondered for a moment what it might be like – to have your class debate how honestly they felt you deserved to be called a hero.

Of course, none of them realized that he was sitting among them, hearing every word they said, having to turn it over in his mind, in silence, as he tried to discern how much they actually cared about him, or looked up to him.

So far, he looked pretty worried.

"How the hell can you be so sure, Flash?"

The words had escaped her mouth before she'd even realized she'd said them, and when Michelle realized that had in fact been her, her eyes widened, nearly tearing out the page she was preparing the turn over in her novel.

Flash turned to look back at her, incredulous expression made smug by his sceptical eyebrow raised, mouth curled in sadistic smirk.

"Oh yeah? What makes you say that, Jones?"

Michelle's eyes narrowed, tilting her chin upward, as she prepared for battle.

"That's Captain to you, Thompson."

He snorted in response.

"Oooh, touchy. You in love with him then?" the smirk had gotten wider, making her cringe. Sassy one-liners couldn't save her here. Even Mr Richards was looking on with a worried interest, concerned partly for Flash being so openly rude, but no doubt preparing to shut him down once Michelle answered the question.

Sometimes, Michelle felt Flash Thompson needed to have his nose broken, preferably along with his teeth.

She was vaguely aware of the fact that Peter had turned to look at her, a rather shocked expression on his face, one wave of hair curling over his forehead, eyes wide in curiosity, and –she supposed –

Concern.

Did he really care what she thought of him?

Honestly?

She tried to ignore him, directing her full attention to Flash, who was still wearing that smirk like he'd already won the argument.

"I think we can all vouch for the fact that O'Reilly has the crush, not me, loser."

Seymour shouted a "Heck yes!" into the offending silence, making another ripple of laughter float between the students.

"Interesting though that you seem to think helping people doesn't already make someone a hero, when you can barely scratch your ass without thinking it should be written about in the school newspaper. He's selfless, idiot – that's more heroic than anything. He's helping the little guy – the ones those Avengers often forget about. So yeah – he's a hero. I don't see anyone else disputing it; do you?"

She quirked her sharpest eyebrow back at him, chin still tilted up in that victorious pose that made people think they'd already lost before they'd begun the fight. Flash looked suitably offended, if not also a little shocked, like he'd repeatedly been slapped across the face.

He probably deserved that was well, if Michelle was being honest.

"Alright, class – enough. Flash – if you don't stop shouting out, I'm going to send you to the Office. Smart-ass comments get you nowhere, especially when you've got Spider-Man to thank for said behind that you sit on,"

Flash scowled back up at him, but remained silent.

Michelle looked down at her book again, trying to remember the last line she'd read. It was no use. The adrenaline that was still in her veins from her argument with Flash was making her fidgety.

As she looked up, she caught sight of Parker, who was staring at her like he couldn't understand how she was there, never mind that she'd just said what she had.

He looked so raw in that moment – eyes glaring at her without shame, almost too deep to comprehend, lips parted as if he wanted to say something.

Michelle stared right back, just as her attitude kicked back in and she flipped him one, mouthing 'eyes front, loser' back at him, making him scrunch up his nose in annoyance, turning back to the board, all shock leaving his face.

Even as she found her line again on the page, Michelle couldn't stop seeing his gaze flash across her mind.

x x x

By the time the last bell went, Peter had already disappeared, leaving Michelle to take the journey to his flat alone. She already knew he'd rushed off to play superhero again, swinging about the rooftops as he went about helping the people down below. The April heat was still ever present, beating down on her back as she strolled along the sidewalk, book in hand, satchel hitting against her leg with every step. She was still kitted out in her black, white and brown ensemble that she usually went for, a dark brown, cord skirt and long sleeved, white t-shirt with her black jacket, hair a more tamed mess than it usually was.

Today, however, she'd been wearing one thing she'd never worn in all her life.

Michelle Jones had nothing against dressing up – she even had dresses, although the thought sometimes disturbed her.

But she'd put on the faintest, bronze lipstick – a sort of rustic orange that was practically invisible on her lips, but made them glitter when she turned her head to the sun. She'd stood in front of her mirror that day, tying her hair back carelessly as she always did, and then she'd glanced at the lipstick she'd left out.

It had been a late night decision. She'd told herself she'd put it on in the morning.

Her morning self had instantly dismissed the idea, electing to ignore the offending item.

But in some haphazard change of mind, she had swiped it on quickly, choosing not to think about it as she rushed out the door. Nobody had commented on it.

Nobody in school. Not one member of the Decathlon team.

And certainly not the guy she knew she'd put it on for.

Michelle hated herself for ever having had the idea in the first place. She was always determined to be herself for herself – to dress up for herself, to go places for herself, to read and go to parties for herself.

Yet in that moment, she'd chosen to wear lipstick on some off chance that Peter Parker would notice the shimmery bronze hue to her lips, like as if he would even be looking there.

She snorted to herself as she crossed the road, coming to the apartment block once more, buzzing herself in.

It was so highly illogical. She'd seen it happen before, in many of her several observant moments. Girls who, in the absence of their usual intelligence, chased after the guy who looked anywhere but them. Who wore lipstick for no reason, and tried to be in the same room as him.

She didn't judge them. She was doing the exact thing right now – everybody did stupid things when they thought they were in love.

Michelle didn't know if she was.

She knew she liked him. Even as she reached the 7th floor, walking round to the Parker's door, she knew she was totally entranced by him. No matter how she stuck her tongue out at him like a petulant child, and snidely called him names, and made faces at his geeky arguments, and dropped rude remarks about how she felt about being near him, she truly, honestly liked him.

Peter Parker. The dude who literally did nothing else but talk and fumble through life.

Peter Parker, the boy who suddenly became a superhero at a moment's notice and began saving lives.

Peter Parker, the guy who was running off with her heart in his back pocket, certainly not stopping or slowing down.

His life was a whirlwind of action and heroics and adrenaline, never ending and constantly racing ahead, giving him so little time for anything. Michelle knew it. She knew him.

But she couldn't do a damn thing about it.

Peter didn't like her that way – at least she didn't think so. He was still wondering about Liz, like others often did when their crush suddenly upped and left.

Sometimes she severely wished that Liz would come back and just put her out of her misery. Seeing your crush in a relationship always made you drop said crush quicker than you'd picked it up. It just left.

Michelle wanted her feelings to leave right now. She'd had enough of staring at his perfect teeth and wavy hair and broad shoulders and comfy sweaters.

May opened the door with a jovial smile, letting her in.

"Great to see you again, Michelle! Good day at school?"

Michelle smiled up at her, incapable of remaining straight faced around Peter's aunt. She just radiated motherly affection and goodness, without feeling like she was trying to suffocate you.

"Yeah, it was fine, May. Same as usual,"

"Always is, I'm afraid. You want anything to eat? There's plenty of stuff in the fridge,"

Michelle shook her head. She knew well enough that the Parkers, whilst not entirely broke, were also not swimming in money either, with May working her ass off just to keep the place.

"I'm alright thanks. I'm just gonna – set my stuff in Peter's room,"

May nodded, although there was a slight glint to her eyes that suggested she did not wholly take her at her word. May Parker may be kind, but she was no idiot – she was far more shrewd than many gave her credit for.

"Sure thing, honey. You just tell me if you need anything. Peter should be along soon. He's probably hung back with Ned or something,"

Michelle knew full well that he was not, and she realized May knew that as well.

Huh. So the idiot couldn't even keep it a secret from his aunt either.

Michelle smirked. Man, she liked this woman more every day.

x x x

Dumping her bag on Peter's bed, she shucked her jacket and tossed it beside her satchel, pulling out her essay as she skim read the introduction again. It was only a draft – Michelle was a slave to perfectionism – but it was good. She was surprising even herself with how well it sounded. Usually it took another draft before it started sounding exactly like how she wanted it.

Working with Peter seemed to making this labour of love a lot easier – he gave ideas readily, even if they were a little rocky and a bit irrelevant at times. He was a science nerd at heart, but he got the text way better than many others would.

She sighed, tapping her lips absently as she thought. The lipstick came off in faint smudges, making her stare at her fingers. It was already fading with having worn it all day, but it was still obvious enough to see she was wearing it.

Was this all for nothing?

She had no idea.

"Michelle?"

The voice startled her out of her reverie, making her look to the window, left open to air the room out.

And lo and behold, Spider-Man was hanging upside down outside, his head tilted in confusion.

"Man, Spider-Butt - chill, would you?"

He saluted in apology.

"Got it. What are you even doing here?"

Michelle leaned back, narrowing her eyes at him, tempted to tell him she was over here to help him with his essay, just to freak him out and make him lose a grip on his web. A purely malicious intention, but she held back. Now was not the time.

'Now' never seemed to be the time, but she figured that was just her cowardly side – unjustly so - showing through. Michelle was of the opinion everyone was a coward, but that only select people could be brave. She'd read a lot on the subject – how people could determine themselves how brave they felt they could be. To see if they could understand the level of danger or imminent threat it took before they put themselves out on the front line, for once running towards it rather than away from it.

She had already decided that Peter Parker would have run to it before anyone else.

As she stared at him, leaving him hanging in silence, she knew in her heart that he hadn't always been so majestically ballsy. He'd been a weak and frail child, with a profile of chronic tearing up at everything in sight. He'd been a strange child – a boy prone to wanting to protect things but never feeling like he was the person who ought to step up to the task.

Peter Parker had perhaps felt like the last person on the earth who ought to be a superhero.

Perhaps he'd even thought it a joke when it had first happened.

She didn't know. He'd never said. Because that was a question that happened after he told her.

When he told her. If he ever did.

"Why would you care?" she asked absently, still thinking internally. She didn't care if he did care, because she knew, no matter what happened or who said what or who cared about what, he could very easily let everything slip accidentally and she could mockingly feign surprise and shock.

But that wasn't the point.

She wanted Peter Parker to take her into some corner and whisper it in her ear like some secret he knew he shouldn't really let go.

She wanted so many things from him that it all became a nonsense the minute she even looked down that path.

For all her intelligence and hard-won act of indifference, Michelle had never been the girl exempt from the dreams of every other girl she knew and sometimes wished she was.

Yes. Michelle sometimes wished she could be so open about how she felt. To be so quick to admit how much she liked him. Somewhere amongst all her disdain and candid remarks, she wanted some other girl to confide in. She wanted to tell them all about this boy on her mind.

It was ridiculous and so very unlike her.

Really, she wanted Liz back, to talk to her about it. Because Liz was such an absence in her life - she missed her like she would've missed a limb.

But she couldn't have that either.

So instead, she had to leave her own head to it.

She had to leave her head to wander at 2am in the morning, staring at the ceiling, as she tried to imagine what his hand might feel like around hers or what his eyes might look like in the half-light of the city through her window, as his gaze contemplated a kiss and his mouth contemplated more.

She wanted things that she knew she couldn't have, but couldn't help but wonder about. Even when she saw him, even when she kept her view of him obscured by her book, she couldn't rid herself of the images she had of him in her mind. She couldn't eradicate her fabricated memories of what his lips felt like, kissing her like he was trying to kiss a rose's petals, or how he held her like he was trying to keep the light from drowning in the darkness.

Her memories of things that never happened, happened in dark rooms where he was only alone with her, and yet – it was never to happen.

Peter Parker did not come to dark rooms. Michelle stayed in them, refusing to leave the comfort it brought her.

"I don't care!" he exclaimed, waving his hand exaggeratedly, once again snapping her from her daydreaming. She really had to start paying better attention. "Just – this isn't your house."

"Mmmm," Michelle said, the sarcasm in her voice more than evident. She was just messing with him at this point.

She could tell almost instantly that he was getting agitated in that nervous way again, not sure if he remembered saying something wrong.

He waved his hand noncommittally, panic evident in his voice. Even sitting this close to the window, she could tell how much he acted like himself when in suit, not even bothering to disguise his little quirks or voice, and how it pitched higher when he fell into his endless cycle of being nervous around her, every time she said something.

"I swear I'm not stalking you," he said, trying to sound as sincere as he could manage.

"Mmmhmm," Michelle replied, lips pulled in a straight line as she raised her eyebrows higher, looking up at him with a look that suggested everything he needed to know.

She was not going to take him at his word anytime soon.

"Uh, well -" he seemed to be grappling for words as he looked left and right, eyes narrowing slightly as he evidently caught sight of something below him. He looked back round at her, saluting again.

"I gotta go – I'll see you around. You're waiting for Peter –Parker, right?"

Michelle grunted in reply.

"Right, yeah – I think I saw - him, down there. You know – on his way over. I'll tell him you're waiting for him!"

He swung off, the window showing his retreating figure as the thin thread of web hung empty outside the pane.

Michelle sniffed.

So much for that then.

Peter tumbled into his room 20 minutes later, face flushed, dressed in his slim-fit jeans and shirt, buttoned up slightly wrong but not enough to be noticeable. Michelle was currently sitting on the floor, a glass of orange juice on the ground beside her, as she quietly studied her notes, marking down the changes. She looked up at his entrance. His smile was wide and genuine, but also a little nervous.

"Michelle! Hey!"

"Hey, loser,"

"Sorry – for making you wait. There was a –thing, you know. It doesn't matter. Ned's coming over later so we only got a couple hours, but-"

"Whatever, Parker – this is my third glass of orange juice May has planted in my hand, let's just get to it, alright?"

"Yeah, yeah, sure," he nodded, dropping down in front of her, discreetly pushing down something in his backpack as he pulled out his books.

Michelle pretended to ignore it.

She also pretended to ignore how rosy his cheeks were, hair sticking up in odd places that she knew was caused by the mask.

She'd gotten good at ignoring things.

x x x

"What am I going to do, Ned?"

"I dunno. What are you asking me for?"

Peter narrowed his eyes in a perfect rendition of the deadpan stare, making Ned just bark out in laughter, snorting into the mug of tea May had given him.

"I'm serious, dude. What the hell am I going to do? I can't just keep pretending that I don't – well, not that I don't care about her, just that I don't 'like' her that way,"

"Actually, I think you need to keep doing that because I am not attending your funeral, after you tell her. We have finals coming up,"

Peter sighed, crossing his legs as he hung from the ceiling, giving him a strange view of Ned's face.

"I can't not tell her though,"

Ned sniffed, taking a gulp of the tea –it was still slightly warm.

"Well, I mean – you can. You can or you can't. But – don't you think it's just going to ruin the friendship she has with us now. I mean – suddenly we're friends with her, Peter! Telling her you have a crush on her will make her pretend we never existed. Forever."

Peter jumped down from the ceiling, landing softly in his sock-clad feet, pulling his sweater over his head as he scoured around for his pyjamas. Ned was staying over, meaning they'd catch the train together tomorrow morning, but it also meant that this conversation could go on for as long as Peter needed answers.

Meaning, a very, very long time.

"Did you notice what she was wearing today?"

The question was an absent one on Peter's part – a feigned, random inquiry that he knew Ned wouldn't pick up on.

Ned was great – the ultimate best friend – but he was also very oblivious, which is probably why they got on so well.

Peter wasn't great at seeing the obvious either.

"No. Why?"

In an attempt to clear his throat discreetly, Peter took a gulp of his coffee, draining the last of it in one go.

"Just, uh – she was wearing – lipstick." He turned to Ned, motioning to his mouth. "You know, lightly – like a bronzy colour,"

Ned raised an eyebrow, smirking curiously.

"A bronzy colour? Really, Peter? You're paying attention to her lipstick now?"

"She never wears lipstick, Ned! That's the point," He hauled on his pyjama bottoms, tossing his jeans into an unceremonious heap on his chair, his shirt joining it as he pulled the top over his head.

"Ohhhh, right. I thought you meant she always did, you just noticed the colour."

"No, Ned."

Silence ensued for about a minute, Ned taking another sip of his tea.

"Why'd you look at her lipstick anyway?"

Peter groaned, throwing his hands up in exasperation, flinging himself down in the chair. He pulled the clothes out from under him and flung them up on the top bunk – he'd fold them later.

"Because, Ned, I – look, I can't -"

"You're totally obsessed with her," Ned snorted, smiling slightly. Peter looked up at him, gaze pained.

"I'm not obsessed with her! I'm just – these senses I have – they've made everything way too upfront and because I like her, I'm suddenly seeing everything with 10 times more clarity because my brain is now hardwiring itself to seek her out when she's there,"

"That's gross,"

Peter slid down in his chair, wiping his face with a hand.

"It's annoying."

"Just tell her then,"

"What?! No! I can't do that, she'd – if she ever figured out I liked her she wouldn't even let me near her again, never mind talk to her! You have to keep this a secret Ned. No more – calling her over, and making jokes about it, or –"

Ned held out a hand, expression composed. There were days when he seemed on the verge of being wise, but Peter could never be sure. Often it was the difference between him freaking out and Ned being calm. He wasn't sure either of them could come off as being wise.

"Dude, chill. It's just a crush. On our best friend…"

Peter looked ready to rant again, so Ned spoke over him as he opened his mouth.

"Which is fine. It's fine. But you just have to decide, like – what you want to be to her. Like, do you want to be her friend?"

Peter nodded solemnly, stretching out his legs on the floor, heels digging into the carpet.

"OK. So do you want to be her boyfriend?"

Ned said it so plainly, it seemed almost a natural question. Peter looked up at him, biting his lip.

Did he want to be that for Michelle? To hang out with her, and take her places, and hold her hand, and watch movies with her, and do all the weird, couple stuff that was probably all fake anyways, but that he wanted despite that?

"I dunno, Ned, I – I guess so."

Ned's eyes widened.

"Wait, what?! I was sure you were gonna say no-"

Peter jumped up in his chair, eyes wide in panic.

"Well, I mean – yeah, I do, but I might not, you know? I can't decide yet – that's way too big a question, Ned, like – honestly. Just chill it with the whole boyfriend thing. I'm not even her close friend yet, alright?"

Ned let out the breath he'd been holding, drinking the last of his tea. He stared down into the cup, expression thoughtful; his eyebrows were knitted together in what looked like concern, but he didn't look upset. Not from what Peter could tell.

"I wouldn't mind, you know." He looked up at him, a calm smile on his face. Yeah, he looked kind of wise now.

"Would you leave me out, though? Like, would I fall behind you both?"

Peter jumped up from his chair, coming to sit beside him.

"Hells no, Ned. Never. You're my best mate, alright? You're always gonna be my best friend. Who am I gonna talk to about Star Wars if I just leave you out?" Peter smiled hesitantly, kicking him playfully in the shin.

Ned let out a breathy laugh, placing his mug on the floor.

"Yeah, that's true. I know way more about it that she could ever manage to tell you. I'm your Guy in the Chair, first and foremost, though."

Peter held out a fist, Ned returning the gesture.

"Sure thing, man."

They paused in thought, looking into his bedroom. The lamp was still on, casting the room in a soft, yellow light.

Peter turned to Ned again.

"Just one film before we go to sleep? It's only ten,"

Ned smirked, nodding once.

"Of course. What else is there to do anyways?"

Where would he be without his Guy in the Chair?

(Ned answered that question fairly quickly: 'Dead in a ditch somewhere.' Peter couldn't help but laugh at that.)

Loads of you picked up on it in the last chapter, but yes - that was a Stan Lee cameo! I thought it'd be funny. Hopefully everyone else did too!

Reviews and kudos continue to make me smile, folks!