This was amazingly good fun to write - you've all been waiting for this kind of thing for a while now, so I think this should qualm all your worries that Peter and Michelle will continue running in circles.

Recommendation for this chapter is Technicolour Beat by Oh Wonder, and To the Moon & Back by Savage Garden. Also maybe When You Were Young by the Killers. That's optional. Oh, and What Do You Want from Me? by Monaco, for Peter's POV at the second stage of the chapter.

Thanks again to all my lovely readers who continue to give this fic such love and encouragement. It's truly amazing, and so heartwarming to find so many of you enjoying my writing!

The bus journey into town proved to be a long one for Michelle. She's already realized that Peter had run off to some major bank heist in the middle of the city, clearly feeling too out of place at the party – more than happy to ditch it for his usual night patrol.

Michelle only felt a sliver of annoyance at him for coming all dressed up, to only go and ruin it all with his suit.

Which was sort of why she was chasing after him – in the slowest way possible.

The city outside her window let her see it draped in the shadows and bright lights of New York at night, where it awoke to become something richer when the sun sank from its throne in the sky. It became a city charged with emotion – as people continuously forwent sleep to become an owl under a blanket of stars they couldn't see.

New York was something very different this time of night.

She knew it had been foolish – to leave the party unnoticed and to go into the main city this late at night. She had her pepper spray and she was a decent runner. She'd be fine.

But even as the bus jolted to yet another stop, Michelle thought.

She thought about the things that she'd been thinking about for nearly two weeks now.

She thought about how this had all started – how one skinny boy had suddenly become something; how he'd suddenly meant a little more to her than he had meant before.

How, in one moment to the next, Michelle had fallen in love with Peter Parker – even if it wasn't really love.

Even if she called it by some other name – no matter how she denied it or pretended it was just a glitch in her brain – it would still be just that.

Love. Even in some strange, young way that made it seem more precious and less permanent.

Michelle leant her chin in her hand, elbow on the lip of the window. If she was to be completely honest with herself, she had to admit that this crush had been going on for a lot longer than she cared to even think about. Since – who even knew? Certainly for a year, at least. It had been long enough to know that she was by no means a fickle person, because any crushes before that had been fleeting and honestly ridiculous.

This – this affection for him was no new thing. It had been consuming her very heart for ages now, making her question everything and anything about how she functioned both as herself and as a human being. It made her question exactly what she wanted from life, and if her brain was perhaps trying to tell her that Peter – even just his friendship and his care – was what she needed.

She was cared for at home, yes. She had a place in school.

But with Peter – and Ned, in their strange trio that they made up – she felt like she had a place to truly be herself. Something she had never experienced before. The Decathlon team was soon becoming another place she felt she could belong in, but Peter and Ned had gotten there first.

They'd been there for her first.

Sure, she'd brushed them off and they'd shot each other weird looks and made faces depending on how ridiculous they thought a certain comment was, but nevertheless –

She'd found a place for them in her heart.

They'd made a space for her in theirs.

It was no dismissive thing.

The bus finally ground to a halt, Michelle able to see the damage to the bank from a mile off. She rushed from the bus, jumping to the sidewalk, as she half-walked, half-sprinted in the direction of the incident. It looked like the doors had been busted, and the action was still ongoing, the police cars pulled up outside as they waited with bated breath, curious but cautious about who might emerge.

Michelle crept closer, not so cautious in herself, but worried.

That was him in there, right now – doing what he'd been doing for months.

Swallowing, she crept up behind the nearest dustbin, left out by the end of another alleyway, as she watched the scene. A small fire had started inside the building, shouting emitting both from the building and from the policemen themselves, as they held their guns up, faces contorted into some rendition of steely concern.

Just at that moment, Spider-Man leapt out from a top window, landing nimbly on his feet as the perpetrators swung from above him, wrapped up in the sticky silk, back to back, swinging senselessly. He'd pulled the web through the window, sticking it to the inside of the building before wrapping them in it too. He'd looped it around the lamppost to keep them hanging, suspended with little to no movement, and Michelle could just about hear how hilarious he thought it was.

"Great view, guys! You shouldn't steal from banks – it's super unhelpful!"

He turned to the policemen, placing in new cartridges of web fluid as he talked.

"Well, that's it sorted – if you need any help, just call. Thanks!" He swung off, Michelle looking overhead as he went by. He had turned into the nearest alleyway.

Racing after him, she turned into the same one again, skidding to a halt as she saw him standing with his back to her, looking ready to make his next leap.

"Spider-Butt!"

His whole frame jarred instantly, swinging around to see her, freezing when he caught sight of who it was. The alleyway was overshadowed by many of New York's huge skyscrapers, the red and blue lights casting eerie shadows on the ground, making her skin look like a kaleidoscope. His eyes had widened considerably.

"Michelle?! What the actual hell -?"

"Knew I'd find you here," she took a step forward, folding her arms. Her legs were a little cold, the warm night not enough to stop them from shivering. She pulled her denim jacket tighter around her, watching him as the lights played across his mask, casting the eyes in strange hues as he tilted his head. He didn't look wholly real, standing in the alleyway with the red and blue playing across his suit. He still looked so slight, even with suit on - even with his new physique. He looked too much like a storybook character to be real anymore.

It was only further proof to her that Spider-Man was nothing more than a high schooler having the time of his life.

But having the time of his life always came at a price.

It didn't take long for the silence to become suffocating. Spider-Man turned to look at her, tilting his head to the side. He looked a little unsure of what to say.

"I know who you are,"

The words rang out into the silence, Michelle wondering for a minute why it'd been so hard to say the entire time. She could've dropped that bomb anytime she would've liked. It wouldn't have mattered when she did it; Peter Parker knew he was walking a fine line between secrecy and outright admission, but he had been determined nonetheless to keep it from her.

Maybe other people had been an accident. Maybe they hadn't been.

But keeping his secret, when even he didn't know she knew it, was making her shoulders feel too heavy. She wasn't meant to be Atlas, carrying this weight with her wherever she went.

She was sick of being lied to.

She took a few steps forward, to which Spider-Man clambered up onto the wall to her right, hands spread against the brick as he looked down, still facing her but looking suitably terrified at her words.

"I'm not - I'm not - no, you don't!" He cried, scrambling up further as she tried to reach him. Michelle scrunched up her face in a frown, pushing her hair back in frustration. It was going everywhere, and the lightest rain had come on. It was faint, and barely perceptible against her skin, but she could feel it nonetheless. The atmosphere was too thick and heavy to miss the little things - like everything had been heightened.

"I know who you are, Spider-Butt. I have done for ages now,"

"No, you don't! You don't know me!" His voice had become high, almost pleading, a sheer panic in his voice that sounded more like determination. It made him instantly recognizable as her classmate – even as he clambered up the wall some more, glaring down at her.

Michelle stepped forward, glare just as sharp as she stared up at him, arms folded. Man, tonight was colder than she had imagined.

"Stop being stupid, Spider-Butt. Get down here,"

He didn't comply, staying spread on the wall above her, lurking in the half-shadows as the blue and red light continued to play across the scene. It felt like the tension was making itself known – whispering furiously in her ear, telling her to break it before things became too unbearable. It was the voice of her mind that knew the time for keeping quiet had passed much too long ago.

She wasn't shying away from this; not again. Not ever again.

He narrowed his eyes down at her, for once appearing more serious than she remembered them ever being - usually his eyes remained comically wide as he joked about. Although she could see no emotion from the mask, it was playing out across his body; his tense shoulders, his spread fingers, gripping the brick in anxiety, the eyes of the mask judging her before she spoke another word.

Peter Parker being serious was such a rare sight that it almost made her want to run away.

He finally complied, webbing the edge of the roof, as he suspended himself upside down, sliding down the web with a certain hesitation.

Michelle pursed her lips.

"You have no idea who I am, I swear," he said, gripping the web so much that it looked strained.

Michelle snorted in adamant disagreement.

"Then how come your voice seems so familiar?"

It wasn't a question she needed answered; just a reaction from him was enough. It would be all the proof she needed.

If his shoulders could tense anymore, then they did. He seemed visibly shaken by her statement, turning his head away in shame.

"I know who you are, Spider-Butt, unless that wasn't abundantly clear –"

"No you don't! You just think you do! You've never met me, honestly!"

His voice had pitched higher in alarm, but Michelle had had enough. Even as she watched his eyes widen in fervent horror, his worry now rolling off him in waves - wrapping itself around her chest as it constricted, her own fear taking a hold of her tongue - she knew she couldn't back away now.

"Oh, yeah? Then who are you, Spider-Butt?"

He sighed in agitation.

"I'm not called that, alright?!"

She reached forward and took the base of the mask, pulling it down over his face, just over the tip of his nose. His profile was rather strange upside down, but she had to admire how much it gave him a true sense of humanity, being able to see some of the guy beneath the mask. His lips were parted, tinted red by the hazy light falling across his now exposed skin. His breath ghosted across her cheek, the faint scent of his cologne still lingering from earlier. She watched as he tried to form the words, but couldn't seem to get his mouth to work, so he clamped it shut instead.

"Tell me or I take the mask off, Loser,"

It was a risk. She knew he knew who she called by that nickname, and he made no point of disguising it: his breath hitched, knuckles tightening around the web. Surely it should have clicked by now?

Michelle kept the frown on her face, staring at him with contempt and disdain, even though her skin felt warm, her heart pounding in her chest.

Ugh, this is so stupid.

"Michelle, come on!" The panic had reached a fever pitch, although there was some hint of annoyance there – a genuine hate for what she was attempting to do.

She watched his lips move, wondering why it was so much easier to imagine –

No, Michelle – you need to focus here.

"I'm serious!"

"So am I! I can't – it's – if I tell you it'll be the end of my career! I can't – "

"I don't give a shit,"

He huffed in annoyance, looking her straight in the eye, his brow currently furrowed, going by the shape of the mask's eyes.

"Well, you should!"

It was Michelle's turn to huff in annoyance, folding her arms in a show of stubborn determination. This was becoming a real pain. Even as he hung upside down, mask pulled a little way down, his lips showing far more emotion than his mask's eyes ever could, it was becoming more difficult to concentrate.

This crush, as she'd already told herself, would be the end of her.

"I've no obligation to care about anything, Spider-Butt,"

He bit his lip in frustration, nearly yelping in annoyance.

"That nickname is so lame, Miche -"

His words were cut off as something very surprising took a hold of him.

Michelle didn't know what made her do it. Maybe she'd had enough of him talking, in his stupid costume, only half the mask left before he became Peter Parker.

Or rather, before Spider-Man became revealed as Peter Parker.

It didn't matter either way – she certainly didn't care either way. Even as she leaned in, she could see more panic flood into his face, lips parting to speak, but she stopped him before he could even try.

She kissed him.

Not maybe as she would have liked the first time round – she'd been hoping to have it the right way up, for starters. It felt strange, and unpracticed, and for certain - surprising.

It was clear that this was his first time as well. His cologne invaded her senses, as she held his face gently; she brushed the locks of his wavy hair, sticking up out of the back of the mask near the nape of his neck, with her fingers, making him gasp into the back of her throat, filling her mouth with the faintest taste of the ginger beer from earlier – rich and tangy, but mixed with something like oranges.

He did not know how to kiss. He did not really know anything in that moment, but it didn't mean he didn't kiss her back, just a little. He tilted his head slightly, pressing into her lips with a little more pressure, Michelle finding more of his breath escaping into her mouth.

It was just a kiss – but it felt like the world crashing in around her ears.

She was kissing him.

She was actually kissing Peter Parker.

The boy she'd hugged not an hour ago, with his stupid wavy hair and ridiculous leather jacket and perfect teeth and surprisingly great figure and –

She pulled back, looking at him with a hard gaze, biting her lip out of force of habit. He was staring right back at her, his eyes wide but unmoving, mouth still slightly open, lips a little bruised from the pressure. She placed her fingers on her own, feeling the sore skin in the corner of her mouth.

Yeah. A little bruised.

Like her heart, in some ways, she guessed.

Spider-Man – or rather, Peter – coughed once, as he clambered upright onto the web, looking down at her as he hung on with his feet. He hadn't bothered to pull the mask up, so she could see his pursed lips.

She tried to forget that it was her mouth that had left that bruising.

"I – I gotta go," he muttered, as he swung up onto the roof, perched more like a cat than a spider. He took one last glance back at her, eyes narrowing a little, even in amongst the red and blue lights, and dark haze of the city. The very faint rain had stopped ages ago, but Michelle couldn't remember when.

He pulled down his mask, disappearing into the darkness as Michelle stood alone, in her yellow dress and DM boots, denim jacket still pulled around her frame, hair a frizzy mess, lips a little sore, heart still pounding in her chest.

"Go get 'em, tiger," she whispered to him even though she knew he was long gone.

The alleyway was silent.

She'd just kissed Peter Parker.

Lord help her if she managed to sleep tonight.

X X X

Peter wasn't in full control of his limbs as he swung home, mask now snugly fit over his face again. His arms felt shaky, his legs heavy. His head felt like it was spinning.

And his lips were sore.

He hadn't been aware that Michelle could be forceful in something as delicate as a kiss, but then he supposed she wasn't really about delicate.

He couldn't concentrate half as well as he usually could, his senses blitzing his co-ordination, making him swing too far or dive too low, causing him near half a dozen miniature heart attacks as he nearly got swamped by late night traffic, the lights of the city dazzling him as he swept by, not paying the sights full attention.

He couldn't stop thinking about it.

It had happened so fast. One minute – talking. Trying to make a point as he'd climbed the walls in anxious escape, trying to dodge her direct questions, like bullets grazing his ear.

She'd told him she'd known who he was. His mind had flared with panic at that point, Karen chirping in his ear that his heart rate had increased and breathing had gotten faster, suggesting he sit down and take deep breaths.

He'd elected to ignore that statement, instead clambering up as far away from her as he could, glaring down at her with a mix of contempt and admiration. Her stubbornness had been something to commend – that girl really didn't back down.

He'd complied only – and he said 'only' because he was too proud to say otherwise – because he'd felt bad for ignoring her. This, being the Michelle who had paid him attention when others had dissed him.

Alright, she hadn't always been – well, pleasant about it, but she'd made the effort.

She'd been a friend to him.

She was a friend to him.

And yeah. Maybe, when he'd seen her on the sidewalk, as May had driven up, in her yellow dress and matching DM's, hair a crazy, chaotic, beautiful mess, lips painted like the sinking sun and eyes demanding sacrifice from those who dared go near her –

Maybe he just thought it was sexy as hell and he couldn't take it anymore.

He couldn't take not being able to just be with her like he wanted, but he kept his distance, because he was not a dick and he was going to be a friend to her.

A friend.

He didn't even know how she got there in the first place. As he swung by the sidewalk, giving an absent wave to a few passers-by, he knew in his heart that Michelle Jones had known he'd gone missing from the party.

She'd probably gone to find him.

Which instigated that she did care about him.

But he knew, even further down, that she knew.

He just did. He may be oblivious, and naïve, and young, and often stupid when he ought to be able to walk on his own two feet without making a fool of himself –

But he knew that Michelle Jones knew his secret.

It was the only explanation he had, that made any sort of sense.

And then somewhere, in amongst all of that, she'd kissed him.

It had been too quick to completely realize what was going on, but he'd been about to snap out some reel about how she needed to get off his back, and just get home safely, and then she'd taken his face, hands surprisingly gentle, and planted her lips on his mouth, and from there, he couldn't remember much else apart from sensations, since his brain had pretty much short circuited from there on.

She'd been warm – like a hazy summer day, and standing in that yellow dress, it wasn't hard to mistake her for the sun at all. It had been chaste – he'd only opened his mouth a little and then he'd suddenly got her breath in his throat and her lips bruising his own with the pressure, and something like vanilla and cinnamon filling his mouth, and then –

He'd pressed back. He remembered that part. He'd been conscious enough to remember that.

As he swung for his window, landing nimbly on the sill, he opened the pane with a practised care, slipping in as gently as he could, once again traversing the ceiling to avoid stumbling into something.

With the way his limbs were shaking with the adrenaline, it was a wonder he hadn't face planted himself on the road and been run over.

The door clicked shut as he pulled the mask off, chucking it across the room with a force he didn't care about, running his hands through his hair and over his face, rubbing his eyes.

Too much at once, Peter, too much at once –

This was ridiculous. He was shaking like a leaf.

He collapsed onto his chair, a hand gripping his hair tightly as he tried to think.

His heart was pounding. It had been the entire time.

He started to think about the sensations – he was alone now. Michelle had left his senses well alone by now, but he could still taste her lips on his own, still carrying the bruising.

He didn't know kisses could be so raw.

His head rested back against the head of the chair, breathing out. His hair was a mess, like an unkempt nest made for birds.

He bit his lip, testing the bruise. Still fairly sore.

Huh.

He needed to call Ned about this.

He grappled for his phone as he pressed the spider on his suit, making it fall in a puddle at his feet. Yanking on a sweatshirt, cuffs like paws on his hands, he let it ring, holding it to his ear.

"Yeah-huh?"

Peter breathed out in relief. He hadn't been sure he'd have been able to think clearly on this if Ned hadn't picked up.

"Ned, thank God –"

"Why are you so out of breath?"

Peter paused, shrugging his shoulders to himself. How did you even launch into this topic?

"Uh – you know how I have a crush on Michelle?"

There was silence on the end of the phone. Peter waited. Then:

"Dude, what happened?"

Peter breathed out to himself, jumping onto his lower bunk, sprawling across the top sheets.

This was going to be weird.

"Well, uh – Michelle came after me at the party –"

"Yeah, I saw her leave,"

"Right! So she followed me to town – to the heist thing – and she caught up to me –"

"O-K," Ned sounded very confused. "So what?"

"So," Peter emphasised, running another nervous hand through his hair, before biting down on his cuff, trying to stifle the crack in his voice.

"She caught up to me and she wouldn't go away so I came down and told her to leave and then shekissedme," It came out as a rush at the end, Peter nearly shredding the cuff with his teeth in his anxiety.

He could practically see Ned squint down the phone.

"Wait, what? She did what?"

Taking a deep breath, he strapped in for the long, hard fall.

"She – she kissed me,"

The silence on the end of the phone was rather deafening, considering that Ned was rarely silent for long.

"Dude, WHAT?! WHAT HAPPENED?"

Peter nearly shrieked back at him.

"Dude, whoa, watch my ears! Calm down –"

"Calm down?! You kissed Michelle! Our Michelle! Peter – man, this is crazy –"

"Look, I know, just – quit yelling, alright?"

Ned breathed, trying to regain control over the volume of his voice. Peter had never expected a – quiet reaction, really, because with Ned, quietness was never a guarantee.

"Peter, what happened? You have to tell me,"

"Yeah, yeah I know. I just – she kissed me. Out of nowhere. It's just doing crazy things to my head, you know? My senses feel like they've been turned up to maximum. I think I nearly crashed into a building three times,"

Ned squawked in laughter.

"Oh my God, Peter, that's hilarious –"

"It is not hilarious, Ned –"

"No, but it totally is because she kissed you. She kissed you, Peter. She likes you! Isn't that crazy?"

Peter breathed out, eyes widening in realization.

"Wait, you mean –"

"Yeah, I do mean –"

"No, no, no, wait a minute. She can't – that's not possible. Ned, it's Michelle –"

"Exactly," Ned breathed, as Peter dragged a hand over his face. This was getting ridiculous.

Were kisses supposed to be this big a deal?

It really didn't help that the only kissing he'd seen was between May and Ben, as affectionate, quick things that didn't really count for anything super substantial. Not the level he was talking about here. Because then, he only had movies to worry about, and it became a lot harder to judge how that actually worked in real life.

This sucked.

"Dude, quit it with the breathy voice, it's making me want to puke,"

"Sorry. Just – this is insane. If anyone had a chance, it was you –"

"You said that about Liz,"

"I said it about you. You have a chance, Peter. I mean – you do realize that she stood up for you, right?"

The party flickered back into clarity in his head, like some memory he finally could recall after being asleep. She had, in fact, stood up for him. Taken his hand and everything. Her palm had been warm as well, but a little cool from the evening air.

He'd seen her in such startling colour tonight - like a fairytale; like a light come to life; like –

Well, like everything he thought he couldn't have.

But perhaps he'd been wrong about that.

Perhaps Michelle Jones wasn't quite so unattainable as he'd once thought.

"Yeah, I know, Ned," It was a weary answer, but the adrenaline had left, leaving him limp in limb and breathless in voice. He suddenly felt like he'd run a marathon. In some ways, he'd been running it for ages – the marathon, where he might find his answer at the end.

Michelle Jones might – just might – like him.

"I think she might know, Ned," the words punctured the silence again, but this time it felt heavier – a deeper confession than before.

Ned sighed, clearly tired himself.

"Why d'you think that?"

"I dunno."

He honestly didn't.

"Would it be bad if she did?"

Now, that was a question.

Did it matter to him that Michelle just might have discovered his secret? Well, not really. She was his friend.

But –

"No. Just –"

"Just what?" Ned's voice had gotten an edge, like he knew, in his deadpan way, exactly what Peter was about to say.

Peter breathed out, staring at the rungs of the top bunk. How many times had he looked up at that bunk at night, thinking about that strange girl with her nose in a book?

"I was planning on telling her,"

X X X

That night, Michelle couldn't sleep, just like she'd thought.

It was very hard to rid her mind of things, when it seemed to have switched itself to high-strung. Permanently.

It was her fault. Of course it was. Sitting up at 1am on a school night because she couldn't sleep for thinking of Peter's Parker's mouth was not the greatest excuse she'd ever made in her life, but at least it was true.

The kiss had been far too impulsive for someone like her – someone who thought about things more than they spoke them. She was a mindful person – who said things as she meant them, when she best felt she ought to say them.

She used words with a purpose, actions following slowly behind.

That entire scene had been more about action than she even cared to remember.

She'd just taken him and just –

Well, just –

Michelle buried her head in her pillow, curls splaying around it as she groaned outwardly, her shame slapping her across the face. This was insane – why had she done that? Why had she kissed him?

Why had she even considered it?

Oh, wait. Hormones.

Literally the answer for anything emotional, ever, in a teenager's life.

She'd just watched the lights playing across his bare skin, remembering his thick hair and broad shoulders, and his leather jacket, desperately wanting to take it off and then possibly take off everything else afterward, but knowing that such a thing was highly out of order.

Especially at a party.

Especially anywhere.

I'm a total mess.

Join the line, really. Peter was a mess, Ned was a mess. People were a mess. She knew that; frequently told people much the same thing.

But she still couldn't rid her mind of it.

His lips had been soft, and gentle – wanting but knowing he ought to be pulling back. Except – then he'd pressed into her own and she'd suddenly realized, he'd wanted it too.

It was just – crazy. Stupid, crazy nonsense that was much too indulgent. It happened in an alleyway for the exacting purpose of being forgotten. Of not being seen by anyone because in all reality it shouldn't have happened.

But Michelle didn't want to forget it. She didn't want to think that her first kiss was something to shy away from.

She raised her head, flopping down onto her back, the duvet soft beneath her. It was currently black and white stripes – very her. She had a vibrant yellow cushion that was shaped in a speech bubble, that had 'Hello!' written on it; she had a toy fox sitting on her pillow, his fur a rusty red, yet soft to touch. Her ceiling light was made of dozens of separate, suspended petals that cast dappled light across the room. Her walls were a pale, pale yellow, making it often glow with warmth when she kept her bedside lamp on. She had a whole corner of a wall dedicated to her bookshelves. Her window allowed her to see the city at night. She'd painted constellations on her ceiling, which looked a little wonky depending on where you lay on the floor. She had wobbly stacks of books sitting near her desk. She had more shelves above that.

In short, her room was a mess, but she liked it that way; and often, it represented her head far better than any prose ever could.

Erratic and illogical, but intelligent and crazy, and everything a mind ought to be.

Books tumbled everywhere, her cat left hairs on her bed, her homework always ended up on the floor, her light always made her room look like the inside of an explosion, the light casting itself in tiny shimmers of light across the room, and within all of that, Michelle's head could not rid itself of Peter Parker.

Her room was a mess, and so was she.

An erratic, illogical, intelligent, crazy mess.

A mess,

But at least she was in love.

Italics, italics, everywhere...

Well. Well, well, well, Michelle Jones.

I meant it to be like that. I had this up my sleeve since the beginning - I was super looking forward to writing it, so hopefully I've done it justice.

One picture I did use for inspiration was this here: p/BJk9d0dD04F/?taken-by=

Gabriel Soares is an amazing artist, and he did a rendition of the one with the red haired Mary Jane as well, if anyone's interested.

Also: notice the yellow dress anyone?

I just really wanted to do an upside down kiss, alright? It's like, classic Spidey. Hence the title name.

Anyways, only two more chapters to go and we're done! Hard to believe.

Reviews and kudos are always appreciated.