Disclaimer: I don't own anything Marvel. That includes comic books, TV shows, videogames, and movies. If I did own Marvel, then Peter Parker and Kitty Pryde would be together in every universe.

Chapter 3: Confessions

On top of the tallest building in Bayville

Kitty and Peter who was in his normal clothes now were sitting on the ledge of the building looking at the town below them.

Kitty sighed, "I love swinging with you," Kitty said getting Peter's attention, "It always amazes me how different things look, it's like a new world that has yet to be discovered."

"One of my favorite things to do as Spider-Man is swinging across the city, it really helps me clear my head when things just get too much," Peter said

"You can always come to me when things get too much you know," Kitty said

"I know and the same goes to you. You can always talk to me Kitty, about anything," Peter said

Kitty sighed and then looked out at Bayville again, "A week after the Brotherhood's attack, I thought for a long time about what should happen between Lance and me. You know for the last couple of years, I have been flirting with him," Kitty said getting a stiff nod from Peter.

"In the beginning Lance took advantage of me and my powers which didn't put him in my good books for a while. But then I joined the X-Men and he the Brotherhood, you'd think with us being on separate sides it would make us hate each other even more. But it didn't, as I fought him and went to school with him which was weird to be honest. I saw a side of him that I never thought that I would see, I saw good in him, he actually seemed to be a decent guy or at least that's what I thought at the time. He wasn't wicked or evil, he did what he did because he thought he had no other choice and Magneto and Mystique took advantage of that. I thought that I could help him, show him that there were other choices, he didn't have to hurt people, he didn't have to live the way he was, he could help people and have friends, people who cared about him and his wellbeing. I thought if I became his friend that I could get him to see that, as our friendship grew so did my feelings for him, so I flirted and he flirted back. For a while I thought that maybe I could bring him to our side, if he saw that I actually cared for him then others could too, but he never seemed to see that or if he did, he didn't much care for it. Still I never gave up, I really did want to help him and after the X-Men, New Mutants, and the Brotherhood teamed up to face Apocalypse together and humanity finally giving us a chance, I thought maybe he would finally see that change was happening but it seemed that I was wrong. He didn't see what I was seeing he still believed that humans would never accept mutants and the only solution to resolve this conflict was through Mutant Supremacy with Magneto as the ruler. That's why he and the Brotherhood still did those attacks. But even after that, I believed that I could bring him over to our side. I had thought for a while and decided that I did want to see where we could go in a relationship," Kitty said

Peter looked like he wanted to say something but Kitty interrupted him, "Now before you say something like Kitty how can you want to be with someone who willingly put children lives in danger. Are you willing to really be with someone who's gonna fight for mutant supremacy, how will that even work? The answer is that I wasn't, I decided then that even though I do want to see where a relationship can go between us, there was no way I was gonna be with him as long as he was with the Brotherhood."

"That's a relief, I guess," Peter said

"Once I made my decision, I called Lance and told him to meet me at the park the day after. The day finally came and I found myself sitting on the park bench waiting for Lance to arrive. I arrived a bit early so I could go over what I said in my head. I probably went over what I wanted to say a dozen times, frankly I lost count. Finally, Lance came, we greeted each other, hugged each other, the usual. We started with the usual beginning conversation with how are you doing and that kind of thing, I told him how things at school were improving and we were being given a chance. Of course, Lance just had to say that it wouldn't last long. Not a very good beginning of our conversation," Kitty said

"That's for sure," Peter said

"I told him how the rebuilding of the institute was going, how we were getting outside help, and in a couple of months things would be better than ever. Lance of course once again had something negative to say," Kitty said

"He really can't believe that some people genuinely want to help can he," Peter said

"No, I said something on similar lines. All he said was that people didn't care about us, they are only nice because they want something and that is why mutants should be in control because according to him, we're better," Kitty said

Peter snorted, "Someone has a superiority complex," Peter said

Kitty gave a wary smile, "That pretty much sums up the entity of the Brotherhood of Mutants. I told him that I wanted to talk about us, I told him how these past few years we've been flirting, how he's taken me to a few dances and in each one I had a nice time with him. I've had a nice time with him in general. He of course said that he's had a nice time with me. I said how we had a lot of fun together and explained that I wanted to see how far we could go as boyfriend and girlfriend, he was ecstatic, he then talked about everything we were gonna do together," Kitty said flinching a little at how Lance looked at her, a shiver going down her spine. There was no way she would have given herself to him after just getting together.

Peter noticed the flinch and narrowed his eyes, "What kind of things did he say you two would do," Peter asked

"Doesn't matter even if we did get together which we aren't and never will be, I would never have done that with him, not after just getting together," Kitty said

Peter frowned, he had an idea on what Lance wanted to do with Kitty and he didn't like it.

"Anyway, he then started talking about how everyone would react, more specifically Scott and the X-Men, eventually I busted his bubble. I explained how the only way that we would be together is that he would have to do something," Kitty said

"I'm guessing that he didn't like that," Peter said

"No not one bit, thing is I didn't even tell him what I wanted him to do and already I could tell he didn't want to do it," Kitty said

"From what I gathered so far about this guy, he probably thought that it should have been you who should do something for him," Peter said

"You're right about that. I told him that he had to leave Magneto, he of course said no, I then told him that was the only way that we could be together. He of course argued back, I gave him the old Magneto fights for mutant supremacy while the X-Men fight to preserve relations between humans and mutants speech. I then said that Magneto's dream is ludicrous, we had a whole argument about that. Lance was saying me believing that mutants and humans can live in peace is ludicrous. The world is about power, mutants have it and the humans fear us because of it. He said that things may be good now but one wrong move from us and the world will be against us. He said in this world the only one who will look after you is yourself," Kitty said, she then looked hesitant as if not sure she should ask, she then looked at Peter, "Do you-do you think that's true? That one wrong move and the world will turn on us again."

Peter thought for a moment until he answered, "I think that's true for anybody Kitty, not just mutants. The public, they're not just wary of mutants you know, they're wary of anyone with superpowers or enhanced abilities. One wrong move from any of us and we could be in trouble, but that doesn't mean we should give up. It should encourage us to keep on trying, to show them that we're better than they think we are and if we somehow mess up and the public turns against us then we just do what we always do and try and gain their trust back. It may take a while people are stubborn but in the end people will know that we mean them no harm," Peter said

Kitty smiles at that, "You make it sound so simple," she said

"It's never that simple, then again nothing worth having is," Peter said

"That's true," Kitty said

"Make no mistake Kitty, that no matter what happens in the future I'll always be there whenever you need me," Peter said

"I know," Kitty said happy that she will always have Peter with her, she then looked back out at Bayville. "Anyway, I argued against him saying that he didn't know that, he said he did because he lived it. The argument continued, our beliefs once again clashing, I talk about how we could build a better future with humans and mutants. Lance talks about how mutants should be in control because we are better and under Magneto it would happen. I told him that he sounded like a mad man, he said he sounded like a realist. I got tired of the argument and told him that he had to choose and he asked me why. I told him that I won't date someone who is a part of a group who has no qualms killing people. I then mentioned the incident with the children and how he almost killed them. All he said that it was a mission and he had to complete it even if it costed innocent lives. To him they were human, why should they matter. I then told him why they should matter and the reasoning, after that well he didn't say anything nice about the reasons," Kitty said her anger flaring about what he said about Ben Parker someone who was like an uncle to her. "I got angry and slapped him," Kitty said

"Really, you slapped him? He must have really pissed you off. What did he say," Peter said

"I quoted Uncle Ben and he insulted that quote," Kitty said

"What did he say," Peter asked

"He didn't say anything good and leave it at that," Kitty said, Peter looked like he wanted to push for answers but decided not to, much to her relief. She understood that despite him taking responsibility for what happened to Uncle Ben it will always be a sore spot for him. Kitty had to hold herself back of not lunging at Lance when he said whoever said that quote deserved to get shot. Kitty knew that if Peter found out it would upset him, believing it was his fault when it wasn't. It was the shooter's fault. There was no responsibility for Peter to take but no matter how hard she tries he won't believe her, that won't stop her from trying again though, it will never stop her.

"Lance was certainly surprised when I slapped him. I stood by my slap though, he yelled at me of course saying who do I think I was slapping him. So, I told him, I told him why I slapped him and like I said I stand by it, even today he deserved it. I then told him that I came to give him a choice me or the Brotherhood. He said that mutants were the future, Magneto would lead them to supremacy and that he wouldn't leave. I'd figured that so I said that we were done," Kitty said

"Wow," Peter said

"Yeah, he was surprised," Kitty said

"Something tells me that he didn't take that lightly," Peter said

"He didn't, when I turned to walk away, he grabbed my arm and turned me towards him," Kitty said rubbing the arm that Lance grabbed. Peter noticed this and narrowed his eyes which Kitty noticed, "I got him back for it so please don't do anything stupid."

"Stupid? Me? Since when do I do anything stupid," Peter said

"Would you like chronological or alphabetical order," Kitty said smirking she then turned serious, "I'm serious don't, I don't want to get you in any trouble."

"Kitty," Peter said

"Peter," Kitty said

Seeing the look on Kitty's face Peter sighed, "Alright, I won't do anything. But if our teams ever run into each other and fight, I won't make any promises of giving him an extra beating," Peter said

Kitty sighed and dropped the serious face, "I can live with that. Anyway, he turned me around, Lance still had more to say. He was talking about how if mutants ruled the world that our lives would be better. We wouldn't have to worry about anyone insulting us, the hate groups, the judgmental looks, Kelly, the government. He said with mutants in charge there would be no wars, no conflicts. Said that humans were weak and that when war did come that the mutants would win because we were better. I didn't see any positives about that. What cost would we paying to have that kind of future? Humanities freedom, that was the cost and that was a world that I didn't want to live in, and if that was the kind of person that he was, I didn't want anything to do with him, after that was said I turned around to leave only for him to try and grab me again because he apparently had more things to say, however," she said smirking, "When he did grab me I flipped him over my shoulder and he landed on his back, hard. I then told him one final time that it was over and we were done. I then left."

"Wow, that was something," Peter said

"Yeah, it was and do you want to know the bad part," Kitty said saddened

"What," Peter said

"I'm still sad, I mean I liked Lance and I wanted to see where we could go. But I guess in the end I wasn't worth it, I'm never worth it. It sucks because with Lance I felt that I could really move on from," Kitty said stopping herself realizing what she was about to say.

"Move on from who," Peter asked but when Kitty didn't answer he decided to ask again, "Kitty, who did you want to move on from?"

"It doesn't matter, not anymore because I'm not worth it, I'm never worth it," Kitty said tears welling up in her eyes.

"Don't say that," Peter said looking at her

"Why shouldn't I," Kitty said as she got up and walked away a few steps before stopping, her back towards Peter, "Why shouldn't I say that? I have been made second fiddle twice. By Lance and by. Why shouldn't I," Kitty said tears falling, the heartbreak finally getting to her.

Peter gets up and walks towards Kitty, he puts his hand on her shoulder, "Kitty look at me," Peter said when he saw she wouldn't Peter spoke more firmly, "Look at me Katherine."

Hearing the seriousness in Peter's voice and him using her real name, something that he doesn't do unless he's trying to get a point across, Kitty complies and looks at Peter only to see his concerned and caring face looking at her.

"You Katherine Pryde are not some second fiddle, you have never been that not to me never to me. Lance and whoever broke your heart before are fools to have left you. You know why? Because they missed out on being with the most beautiful girl there is, a girl who, is kind, caring, funny, smart, compassionate, strong, I could go on. You're also part of the X-Men and fight for peace between humans and mutants and despite it looking bleak sometimes, you continue fighting. Kitty you have been there for me since the beginning. Ever since preschool, most friendships don't last as long as ours had. I was smart, quiet, shy, a total nerd. Any friend I did make, it was them who initiated it and normally it was through you. You became a beautiful, smart and outgoing girl who got along with everyone. The perfect qualities for someone in the popular crowd. You had plenty of chances to ditch me and become more popular but you never did, when it came down to it you chose to stay with me. Kitty there are so many words out that could describe you, yet I still can't think of which one truly fits you. I guess the only word I can use right now is amazing. You are amazing Kitty and it's because you are amazing that I," Peter said stopping for a moment realizing what he was about to say.

"That you what," Kitty asked

Peter was thinking about retreating at this moment, the entire reason why he came here was to tell Kitty how he felt about her, but a part of him is afraid of how she might react to the revelation. Would she feel the same way? According to Harry she would, but was Harry right or could he have misread whatever signals that Kitty supposedly sent Peter's way? Peter looked at Kitty's face and saw her looking at him, begging him to continue, Peter sighed, 'Remember what Tony told you,' Peter thought

Flashback

Avengers Tower, Tony's lab

Peter and Tony were standing side by side as Tony was looking at some readings on a holographic screen at the same time Peter just finished explaining his problem, "Really, a girl and it's not the red-head." Tony asked

"No Tony, it's not," Peter said as he looked at his now official mentor.

"Hm, well Peter," Tony said as he looked at Peter, "If you really want to be with this girl. You have got to flirt, be smooth, and pull some good moves on her. Here let me give you a few pickup lines that worked for me when I was your age."

"Uhhh," Peter said, finally realizing that asking Tony may not have been a good idea.

End flashback

'Wait a second wrong talk remember what Captain Rogers told you,' Peter thought

Flashback

Avengers Tower, Penthouse

Steve and Clint were both sitting on the couch with Peter standing in front of them.

"A girl heh," Steve said after Peter finished explaining his dilemma.

"Yeah, I could use some help," Peter said

"Is it that red-head Watson. She's hot," Clint said getting a look from Steve, "What, she's 18, I'm aloud to say that."

"Uh, no it's not MJ, it's someone else," Peter said

"Oh, do we know her," Clint said

"No, you don't as far as I know, no one around here knows her. Fury might know of her but that's it, and the only reason he probably knows is because well," Peter said

"He's Fury," Clint finished

"Yeah. So anyway, about that advice," Peter said

"I'm no expert in love, I've only ever had one, that was a long time ago and in the end when I did tell her it was too late," Steve said, his face then got reflective. He snapped out of it a second later and looked at Peter, "Tell me Peter, do you love her?"

"What," Peter asked surprised to be asked that question.

"Do you love her," Steve repeated

Peter didn't even hesitate, "Yes, yes I do," he said

"Then tell her," Steve said

"What if she doesn't feel the same way," Peter asked

"What if she does," Steve countered, "Don't let fear get in your way Peter. Love is a treasure, a treasure that a lot of people spend their entire lives looking for and only few succeed in finding. But like all treasure there will be obstacles you must go through for it. The question isn't whether you can get through the obstacles. No, the question is whether you're brave enough to try. It sounds to me Peter that you are on your way to finding that treasure, don't let any obstacle get in your way. If you really love her, if she's really worth it then tell her Peter. Tell her that you love her and if she does wind up feeling the same way as you, you'll look back and then realize that you had nothing to worry about."

"Yeah, use that spider agility, jump through those obstacles and get your girl. And be sure to bring her over later, I'm curious who would get the Avenging Spider-Man's attention," Clint joked

Peter couldn't help but smile at that, "Thanks guys," he said

End flashback

Peter sighed, 'Time to take the plunge,' he thought, he then looked Kitty in the eyes. "Kitty, you and I have known each other for a long time, most of our lives now that I think about it. Back in preschool, I was shy and quiet, I had no idea how to act because I was scared. Because of this all of the kids stayed away from me the entire day, but then you came along all bubbly and outgoing even then. You asked me what my name was and started talking to me and for whatever reason you stayed and even dragged me along with you, and at the end of the day when everyone was leaving and you asked if we could be best friends forever, well that was the best day of my life," Peter admitted

"Peter," Kitty said

"Years went by and as we grew older, matured, and met new people, we still stayed best friends even though you should have dumped me a long time ago. You stayed even though I'm not sure that was the smartest move on your part, but I was relieved that when it came to it you chose to stay. We've been through so much together Kitty, sure we never fought evil together or anything but that doesn't mean that the things that we went through weren't any more challenging or significant. You and I, we've laughed, we've cried, we've gotten mad at each other that has led to arguments that has at its worst has led to hurtful things said and us not talking but in the end, we always made up and we always stood by each other because we cared about each other. I cared about you, I stood by you, I'll always stand by you Kitty. You asked me earlier if I believed one wrong move from the mutants then the world will turn against them, and I pretty much said it was a possibility. Even if the world ever turns against you, I'll always be there for you Kitty. I'll stand by your side and face the world with you if that day comes. I don't care if it means losing my Avengers membership, my status in S.H.I.E.L.D or the opinion of the world. I will give all of that up to stand with you because when it comes down to it you are more important that all of those things Kitty. If giving up those things means that I can keep you safe, I'll do it. I'll stand by you Kitty, I'll fight and die to keep you safe, and I will do whatever I can to keep a smile on your face because I would rather see that beautiful smile than anything else because I'm in love with you Kitty," Peter confessed

"You-you're in love with me," Kitty said surprised at what Peter said

Peter reaches for Kitty's hand, grabs it and squeezes it gently, "Yes I am, your beautiful, smart, kind, caring, funny, upbeat, you're passionate about everything you do, and you've shown compassion to everyone even those who don't even deserve it. In my eyes you're perfect," Peter said

Kitty felt tears fall down her eyes again except these were tears of happiness, everything that Peter is saying truly is the most heartfelt and beautiful thing anyone has said to her and the fact that all of this is coming from Peter just makes everything better.

"No one is more important to me than you are. I love you Kitty," Peter said

"Peter," Kitty said, her heart soaring, she can't believe this is happening, Peter just confessed that he loves her. There was only one thing she could say, "You're an idiot."

"What," Peter said surprised by the words.

Kitty giggled a little, "You're an idiot thinking that my life would have been better off without you and how many times have I told you that when it comes down to it, there is no choice it's always you and it always will be you. A life without you is not a life I want to live. A life without seeing your smile, hearing your voice, your laugh, never being able to wrap my arms around you or have you wrap your arms around me. I'm never afraid when I'm with you. I can always come to you to talk about anything without fear of judgement. I know that I can come to you for a shoulder to cry on when I need it and I can always count on you to be there for me. Why would I give that up? How is it an improvement by going through life without you, the man that I love," she said

"Wh-what did you just say," Peter asked

"I said," Kitty said placing her free hand on Peter's cheek, "I love you. I've loved you for years."

"Years? So, the guy who you said that you were second fiddle to and were trying to move on from was," Peter said

"Was you, I was trying to move on from you because I thought that you would never love me the way that I loved you," Kitty said

"I had no idea," Peter said, he had no idea that Kitty loved him as he did her.

"Neither did I," Kitty said, referring to Peter's feelings towards her.

Peter smiled, "We're quite the pair aren't we," he said

Kitty smiled back, "Yeah we are, I guess that's how we know that we're perfect for each other," Kitty said

"So, does this mean that we're, I mean are we you know," Peter tries to get out but can't get the words together.

"Peter," Kitty interrupted, "I've waited years for this so just kiss me already."

Peter laughed at that, "Yes ma'am," he said

With that said Peter and Kitty slowly leaned into each other, it felt like an eternity when their lips finally met in their first kiss. As they kissed it was like fireworks went off for the both of them. Peter soon moved his hands and wrapped his arms around Kitty's waist and Kitty wrapped her arms around Peter's neck pulling themselves closer to each other. They were putting everything they had into the kiss, all of the years of holding their feeling back from each other and now they can release them and it was the best feeling either has had. Finally, the young adults broke the kiss but leaned their foreheads against each other, they looked each other in their eyes and finally saw what they have been blind toward for so long. There was nothing either could say at the moment but one thing.

"I love you," Peter said

"I love you," Kitty said

With that declaration Peter and Kitty decided to sit at the edge of the roof admiring the view of a setting sun, Peter with his arm wrapped around Kitty's waist and Kitty with her head resting on Peter's shoulder.

END

Author notes: So, what does everyone think? Technically not my first Spider-Man and Shadowcat fanfiction. I have others in the works but in different universes. These two are my favorite Marvel couple and one of my top favorite comic book couples. I discovered this pairing in the ultimate comics and immediately I took a liking to them and was extremely disappointed when they broke up all because fans think that the only woman Spider-Man should be with is Mary Jane. This couple belongs together in every universe and I hope to one day see them in the main continuity (Earth-616). Those who are fans of this couple and want to read more, there is an author on MAB86 who writes about them. I suggest try reading their work. I really want to make a sequel tell me what you all think and please review. I accept constructive criticism but not regular criticism or flames. I normally say a phrase or something at the end of this and I have the perfect one. That's all true believers.