#im scared

Your first encounter was an unpleasant surprise for him.

Seeing you, knelt at his aunt May’s grave, and - are you crying?

He couldn’t trust a pretty face like yours so easily, not how he used to, no.

The last pretty face he had trusted, had gone and forgotten him, left him in the dust for that tech major in Ned’s class. He thinks about MJ from time to time, but not fondly, no. That fondness was cut off and replaced with betrayal when he watched her kiss that stupid guy, with the stupid flowers and the fuckin awful grin - no. No, he doesn’t think about her anymore.

She doesn’t exist anymore, not to him.

But you do.

And there you were, laying daffodils wrapped together with a little white bow and encased in brown paper over aunt May’s grave.

He kept his distance, the orchids he’d brought lay forgotten in his limp hand as he watched you.

He doesn’t know you, and he knew everyone aunt May knew, so was this a trap?

Are you here to get to him?

Maybe something the Scorpion or whatever other asshole in New York had orchestrated to get to him?

It is creative, he’ll give them that. A pretty thing like you, visiting his aunt and speaking to the stone in a low, trembling voice.

He doesn’t catch much of what you say from this distance, just the familiar words he finds himself saying to her grave too. I miss you’s and I love you’s and I’m sorry’s.

Who are you?

You shouldn’t be saying this stuff, you didn’t know her.

Did you?

He inches closer to grab your last words, and he pauses and straightens as the words leave your mouth.

“…maybe you and mom are together up there now, so you’re both probably having a better time than me now, huh.

God, this is so lonely.

I’m so lonely now, Maymay.”

Your hand darts to swipe at the tear that escapes you and another follows in quick succession, the tip of your nose red as you sniffle quietly to yourself.

Huh.

He didn’t expect that.

He didn’t expect how hard it would hit him too. He knows the feeling all too well. And it’s then and there that he decides something.

He’ll follow you home, for research purposes only obviously. I mean, this could all be part of an elaborate plan to attack him.

Your apartment isn’t anything special, just a small one bedroom in desperate need of a paint job and a heater. But aside from that, it’s cozy.

He can’t see much from where he’s perched on the fire escape of your home but he can spot you in the kitchen, cradling a mug of - coffee? No, tea. His spidey senses come in handy.

Your steps are slow and unhurried as you reach a lumpy couch to sit down on and you place the mug on a table that wobbles when you apply the pressure.

You didn’t build it right, one leg of the coffee table unsteady.

Peter doesnt go to patrol that night, instead waiting for you to finally fall asleep on the lumpy couch. As your breaths even out, he finally lifts the window of your living room and hops in without a sound.

The smell of chamomile and a subtly sweet, floral fragrance invades his senses.

It’s the same perfume he sensed on May a couple of times.

Your breaths are even and paced, your body deep in slumber, and he takes the chance to look around.

On the wall across the hallway, he finds his answers.

A picture of May in a hospital from when she was considerably younger, next to a woman he can only assume to be your mother holding a baby in her arms.

He pops the glass out of the picture frame and turns the photograph around, and written on the back in a pink sparkly gel pen you’d written “baby me and mommy and best friend maymay<3”.

Well, there goes his theory of you bating him for enemies.

He carefully places it back together, hanging it back on the wall where it was.

He should’ve left after he got his answer, but he stayed. Not to watch you sleep or anything like that. Just, making sure you’d be safe.

That’s what aunt May would’ve wanted right?

He crosses into your bedroom and scans over the dressing table, the knick knacks scattered over it. The clothes strewn over the floor and on your made and untouched bed.

When he opens your drawers, convincing himself that it’s only to check for threats (as if there’d even be a threat in a fuckin drawer), he finds your underwear and promptly shuts it, feeling like a goddamn pervert for even thinking of opening it again.

Should he? No, no. Not right.

That’s enough of the bedroom, he thinks. He leans back against the windowsill in your cramped living room and crosses his arms.

His mask is crumpled in his left hand, having taken it off after his venture into your bedroom.

He stays there the entire night, the sun coming up and its rays bearing down over your face.

You flinch and groan in your sleep, and he crosses over to shield you from it in one jump. You fall back asleep peacefully and he pauses, tracing your features and mapping out your skin.

It’s quiet now, and Peter isn’t alone. It’s been quiet for a long time for him. But now, he’s not alone.

Your phone rings, startling both him and you. And he’s gone before you can open your eyes.

The next few weeks are spent following you.

He didn’t mean for it to go this far, to be watching you for so long, but he couldn’t help himself.

You’re perfect for him, god you’re so perfect for him. So sweet, so smart and kind to a fault. And so alone.

Your routine might even be more lonely than his is, what with your job in the back of the cafe you worked at, baking the muffins and cookies and whatever else it was that you’d make.

Barely any human interaction aside from your coworkers and they don’t deserve you.

They don’t deserve your kind smiles and patience even when they ask you to stay for longer to help wash up or clean up their messes.

He watches you feed the black cat that everyone else ignores on the corner of your street, bag always stocked with a little bottle of milk for the adorable little thing with beady eyes.

Milk!

Come on! Can you get more adorable and stupid?

So cliche and yet so sweet.

You’re practically the easiest target there ever was, and thank god Peter is the good guy he is, otherwise someone might’ve come along and ruined you. None of the guys round here are worth your time, he knows that.

He knows this place like the back of his hand and these guys are no good, and if he weren’t around, maybe they woulda got you.

Maybe that creep on fourth street that was following you that one time as you made the trek back home.

Peter took care of that one, he wasn’t gonna let him walk free, or walk at all.

And all the other guys that even dared to look your way?

Same, if not, worse fate.

You have a special connection with him, no one else has any right to be looking at you in any way.

And besides, those fuckin creeps wouldn’t be missed, not in a big city like this one.

Peter’s so proud of himself, so proud of how good of a person he is, how much of a hero he is. Keeping you safe and following you home everyday and watching you sleep.

Any girl would be fucking over the moon with this attention, this care, this love.

And he’s sure you would be too, his perfect girl. But he can’t find it in himself to finally introduce himself to you.

He likes his little secret and he wants to keep it, of course he wants to touch you and hold you. But this secret? God it’s exhilarating.

For now he makes do with your bunched up panties from your laundry basket, shoved into his nose as he greedily inhales as his other fist pumps his thick cock.

He didn’t mean to take it, but you’d come back from gym class, and tossed it there and it smelt so fucking enticing, how could he resist?

It was your fault you’d left it out there for him in the open.

He pumps once, twice and comes with a groan deep in his gut. The warm ropes of his cum splatter over his taut, thick stomach and he pants into the lace of your panties.

The scent of your cunt on the fabric only spurs him on again, his cock getting hard again as he stands in the shower.

Later that night, the two of you finally meet for the first time.

Youre walking home from the walk you’d gone on in your day off, your arms wrapped around yourself as the sun goes down and you realize that maybe your dress wasn’t warm enough for Central Park in autumn.

You rub your hands along your arms, warming them up and pull your phone out of your handbag to check the time.

You hadn’t even switched your phone on yet before you’re hit in the side and your phone is grabbed out of your hand, the perpetrator already half way down the street by the time you realize he’d stolen your phone.

You don’t even register the slam of his body into your side as he shoots down the pavement, more focused on your phone being taken.

“Hey! Holy shitshitshit! My phone!”

Your panicked whimpers draw the attention of the people around you as they watch the man cross the street with your phone in hand.

You’d run after him, but you already know you won’t be making it to him that quick, and it’s embarrassing enough to have had it taken, it would be more embarrassing if you’d chased after him with no avail.

You can still see the guy, whipping his head back as he runs to see if you’d come chase him.

In the blink of an eye, he’s slammed against the building next to him, and the gasps from a teen across from you has you almost sure of who it is-

“Yo shit! It’s Spiderman!”

Peter feels pretty smug when he hears your gasp at the teens words.

Shooting a look back at you, assessing you, he webs the fucking bastard against the wall, tighter than he needs to, webs across his chest constricting his breath.

Peter plucks the phone outta the assholes grip, before grabbing the guys jaw, threatening to unhinge it.

“You’re soooo fuckin lucky there’s civilians out here man, touching my girl like that? Grabbing her phone? Not cool, man.”

The last line is said out loud, as the teen from before inches close enough to hear Peter’s words. Peter inches away from him with one last hard pat on his face, and a step back.

He’ll die if he’s stuck in those webs for another 16 minutes, the webs constricting his ribs like that. Peter doesn’t find it in him to care. His fist tightens at the urge to beat the bastard bloody for even touching you.

“Holy shit! Spiderman, can I get a pic with you?”

He schools his expression to tone down the red hot anger that threatens to take over him, and lightens his tone of voice, reverting to his friendly neighbor persona.

“Hey there, man! Sure thing, but make it quick? I gotta get this phone back to the lady over there.”

Fucking teens.

He needs to get back to his girl, not fuck around taking pictures.

His limbs pull themselves toward you, the thing that lives inside him begging him to pull you to himself and never let go, to wrap you up in his spiel of webs.

And there you are.

In the flesh.

It’s not as if he hadn’t seen you face to face before, but those instances were when you were asleep.

And now you’re here.

You’re awake and looking at him in awe?

Is he dreaming? You want him too?

He felt his heart race at the sight of your bright eyes, blinking in disbelief at the sight of Spiderman in front of you.

You’re the first to break the silence.

“Oh my god…this is insane. Um, thank you, so much. That was so fast.”

You laugh, breathless and in disbelief.

He could die right here and be content, with your starry eyes looking at him like he’s your savior. His eyes trail to your lips mindlessly, the supple flesh there pink and plump.

You swipe your tongue along your bottom lip, slightly nervous at the attention he’s giving you.

Is he going to say anything?

“Erm, thank you, again. Is there any way I could repay you? I’d be totally lost without my phone, as much as I hate to admit it haha…” your laughter trails off into awkwardness and finally, finally Peter has the wherewithal to speak, saving you from his intense stare.

“It was no problem at all, I’m just glad you didn’t get hurt, miss…?”

You tell him your name and he nods, repeating it back to you, as if he doesn’t already know everything about you.

As if he hadn’t already searched and looked for any part of you he could find through his system. You crossing streets on the traffic cameras, you in grocery stores, you in old high school plays after finding your yearbook tucked away in your wardrobe. He even found your mother and May’s college admissions, figuring out the link between you two.

Your voice brings him back to reality.

“Are you sure there isn’t anything I can do back for you?”

He can think of a lot of things you can do for him.

“Don’t you worry about it sweetheart, although… maybe I could walk you home? Make sure you get there safe.”

“Yeah! Yeah, of course, that’s totally fine. But, um, I don’t wanna like take up any of your time. You’re not busy, are you? I can go alone.”

His boxers feel tighter at the sound of your voice, your eyes flickering to meet his behind the mask. His own feel warm with unshed tears.

No one’s cared about him in so long.

He can’t leave you, not after this.

He can’t.

No matter how much he fights it, something inside him won’t let you go.

He won’t.

Something dark settles over his irises, a decision formed by the venomous arachnid in him.

You’re his.

After reassuring you that no, he didn’t have any other plans, and that he’d love to make sure you get home safe, you both venture the walk to your place.

If you notice how he walks ahead of you and makes the same turns into the alleys you take to get home quicker, you don’t say anything.

“It’s so weird to be meeting you in person, you know?”

“It’s weird? Like a bad weird?”

“No! Like, i don’t know, it’s just. Us regular folks see you only on tv and online, here and there.

But not in person. I mean, you did rescue a mutual friend of mine two years ago in that robbery on 6th, but aside from that, you’ve been sorta like a fairytale to me. I never thought I’d get in a situation where I’d meet you.”

He could listen to you talk forever, watch your lips move so pliantly forming your words.

“I’m just glad you aren’t hurt, I’ve saved some people from some pretty nasty stuff lately.”

“Yeah, I guess I got lucky. I had you.” You smile at him, finding it easy to keep eye contact with the masked figure, given you can’t see his eyes.

His hand itches to grab yours, to pull it through his and to meld your two hands together with the sticky webs that have formed on his body since his encounter with Jean Grey those 3 months ago.

His side brushes against yours when someone walks on the same path as you, and a hiss of pain from you makes him stop in his tracks.

“Wait, you got hurt?”

His arm reaches out to grab at your upper arm and turn you gently towards him.

“Did that fuckin- shit, excuse my language. Did he get you?”

“No, no seriously, don’t worry. He just bumped into me. I’m not hurt or anything, just probably going to be a bit sore?”

You’re so quick to pacify him, paused and in place and compliant as he turns your body to check both your sides.

He runs his fingers along your shoulder before lowering the tips to run over the length of your ribs on that side, barely noticing how your spine stiffens and your breathing quickens.

Your barely restrained gasp has him pause, and his eyes flashes to meet yours.

“Does it hurt?”

His mouth dries as he asks you.

You respond with a slight nod, his hand taking up the span of your ribs under your breast, close to your fluttering heart.

Oh.

You want him too.

You feel this too. Feel him.

He doesn’t want to take you home anymore. He doesn’t want to leave you, no. A plan forms in his head, a sick plan, even for him and his animal instincts.

He could take you home, to his home. You wouldn’t be alone anymore, he’d save you. You’re sick, just like him. All alone, and you’d both lost May. Maybe this was something May sent for him, from heaven or wherever else the fuck she was.

How pretty you’d look in his bed, how you’d fit in with him.

He’d give you the world if you asked for it.

Bring you daffodils everyday.

Love you like no other has.

A dark part of his brain asks the question, ‘what if you don’t want it?’.

But it’s not like you could fight him off, right?

He’s stronger than you, in every way. He could have you in any way he wanted.

He thinks back to the panties still on his bedside table, he wouldn’t need those anymore.

He’d have you.

No.

No!

That’s too far, even for you Peter, he thinks to himself.

Aunt May wouldn’t have wanted that.

No, she raised a gentleman.

He straightens and offers you a hand.

“Let’s get you home, maybe an ice pack will help that side.”

You take his offered hand, and his heart roars with possessiveness.

“Thanks. You know, you don’t have to do all of this. I’m sure not all the people you save get this 5 star treatment.”

You’re quieter than before, still reeling from his touch, but you’ve still got an endearing playfulness to you that he can’t get enough of.

“No, this treatment is only reserved for pretty girls.”

“Oh? And I fit the requirements?”

“Sweetheart, you are the prettiest girl I’ve ever seen.”

You stop in your step, and he has to look back at you to gauge your reaction.

“You’re just saying that.”

Disbelief floods peters tone.

“Just saying that? Just saying that? Feel my heart and it’ll tell you if I’m lying.” He grabs at your hand and presses your open palm upon his heart, a thick layer of muscle in between it.

Your pulse is racing, he can hear it, and it only stirs desire in his gut.

“You are the most beautiful girl I’ve ever seen.”

You watch with bated breath as he says that, feeling his hearts’ steady thump thump.

Holy fucking shit.

Black ink fills the whites of Peter’s eyes under his mask, his super senses going into overdrive honing in on the space between your thighs. He can smell your wetness, could hear the throb of your cunt as he uttered those words and now he wants to say them over, and over again.

Till you come undone.

You avert your gaze, a hot flush creeping up your neck and settling in your cheeks.

You look away to your left, and address him.

“…we’re here. This is my place.”

He hadn’t even realized how fast you both had gotten here, focused on only you and nothing else.

“Huh. So we are.”

“Do you…”

Invite me in baby, let me in and I’ll save you.

Peter holds his breath.

“Do you wanna come up?”

Fuck yes.

He’s never been through your front door, all those times he’s been in your apartment, and he’s here with you now, being invited in.

You place your things on the side table and wander off into the kitchen, and Peter follows you.

“Hey, do you want something to drink? Coffee or tea or anything?”

“Nah, just water is fine. Here. Lemme get it.”

He opens the top cupboard with a flicker and pulls out two mugs, your favorite one and the other SpongeBob one for himself.

With his heightened senses, he catches the flutter of your pulse now racing, as your breath catches in your throat.

“What the fuck…?”

You whisper in quiet disbelief masked in confusion.

Shit.

Peter freezes.

“How did you…how did you know where that was, Peter?”

He says your name once, then twice then steps forward and you immediately take a step back as impulse.

“Listen, I can explain ok? It’s just - wait.”

His brow furrows in disbelief.

“What did you just call me?”

You take slow steps back till your back hits the edge of your sofa.

Your brow furrows, and you look lost in thought for a brief moment.

“I think you should leave, please. It’s late, please go.”

No fucking way he’s leaving like this, not when you know his name.

“Nonononono, we’re not leaving it like that. How do you know my name, sweets?”

He’s crowding into you now, his thick arms coming up to grasp at your own smaller ones. He shakes his head at you, part-condescending and in disbelief.

In one swift move, he removes the mask from his face, revealing himself to you, and you can’t help the gasp that escapes you as you spot his irises increasing in size, round and pitch black.

“Peter…you’re scaring me..”

“Baby, just answer me and everything’s gonna be ok, okay? How do you know my name, hm?”

You tremble in his grasp, and his hands slide to cover your wrists when you raise them to push at his chest crowding in on you.

“I don’t know! I don’t know, it’s just in my head. I can feel it.” Your words are breathy and light.

“You can feel it? Feel me? Oh baby, oh baby.”

You’re lost for words, can’t breathe as he crowds you, wrapping both arms around your waist and tucking you against the hard plain of his chest.

He can feel your tremors against him, and he tries to ignore the press of your perky breasts against him, he really does.

But when his growing hard-on brushes against your soft thigh, he can’t help himself.

He pushes you backwards, cushioning your head with his hand and cradling you near.

The two of you topple onto the sofa, him between your legs and hovering over you with awe etched into his expression.

Peter hasn’t been this hard in his life, the erection bordering on painful as it presses against the confines of his boxers.

The heightened senses and his thought of how much better this is than fucking his fist to your underwear clouding any sense of judgement.

“Please baby, oh please. You’re for me. You were sent here for me, I know it. Hmph - everyone else forgets and you remember my name? Yeah? Fuck, you’re made for me.”

Your own slick grows in between the apex of your thighs, and you’re painfully aware of his thick length pressing against you, hard and insistent.

It brushes against the side of your clit, and you whimper out a quiet fuck, that has Peter groaning and shoving his face into your neck.

Breathing in his scent, you feel like you’re going insane with how badly you want him now, how badly you need him. It’s like a flip switched in your mind and suddenly, all you could do is want more.

Is it the arachnid in him, Peter thinks for a brief pause.

You clench around nothing and your hips subconsciously press upwards, searching for that sweet relief that his thick cock can give you.

He pulls back from your neck, still breathing heavy, and his blackened eyes flicker once, twice at your lips, before crashing his mouth to yours.

You let out a needy whimper as his lips meet yours, and it’s a clash of skin more than it is a kiss. It’s like he wants to meld his lips to yours, have you only breathing him in, depending on him how he depends on you now.

All teeth, and tongue and desperation.

You feel his groans reverberating through your chest as he presses himself impossibly closer, his tongue dipping in between your lips to lick at your own, sucking it into his mouth.

Your jaw slacks open as he takes control, takes the reign over the desperate attack of his tongue.

The rest of you goes limp, only one hand of yours pressed flat against the left side of his thick chest where his heart resides.

A guttural groan leaves him at the realization and he swallows the I love you that threatens to leave his lips.

Instead, he laps at your wet tongue, drawing fresh gasps from you as the inside of your panties grow damper by the second, slicker than you’ve ever been.

“Oh fuck, oh fuck sweets, I need to be inside you - mhm - right fuckin now,”

Peter’s groans border on whiney as he litters kisses all along the line of your neck, suckling at the skin under your jaw and biting down, hard, when he hears you moan as he found the juncture of your throat.

His words register to you as he clicks on the front of his suit, the entire thing of fabric falling off of him and leaving him bare in just his boxers, where a patch of precum can be seen as he strains against the fabric.

He’s big, fucking huge compared to anything or anyone you’ve ever taken, and you bite into your lip anxiously.

“Peter, wait. Please,”

You can barely be heard over your heaving breaths, and you repeat yourself, lifting yourself on both elbows as he removes the last fabric on him and tears the dress you’d been wearing in half through the middle.

You let out a little shocked yelp, and he yearns to hear it again.

“Peter, please, it won’t fit. You’re too big, I can’t,”

Fuck, he didn’t think his name could ever sound so good falling off your lips.

“It’ll fit baby, fuck.”

Such a fuckin pretty pussy.

He pauses to admire your slicked pussy, having torn your panties from the sides in his frantic need to see you, to feel you.

“Look at this pussy, it’s made for me. It’ll fit, yeah sweets? We’ll make it fit. ‘M gonna prepare you a lil, yeah? Atta girl.”

Without warning, he fills you with his middle and index finger, the sound of your cunt swallowing him whole with a wet squelch making him come undone against the armrest of the sofa, and he swallows the sound of his release against your folds, pressing his tongue from your entrance to your sensitive clit and growling at the taste of you.

You thread your fingers through his curly hair, tugging as he toys with your nub, and your back arching clean off the sofa as you grip his fingers tighter with your wet warmth.

Your whimpers turn into long drawn out whines as Peter tips you over the edge.

You cum with a gush of liquid against his mouth, and he laps at your pussy with unbidden desire, his entire face soaked in your release.

He doesn’t wait one second, rising to wrap your legs around his middle and positioning himself at your entrance to enter you in one long thrust.

You’re still in the throes of your orgasm as he pushes into you, and you feel him - so hard and hot and heavy - fucking into your sore cunt.

“Fuck - I have to, I need to - I need to move sweets, I need to - fuck you feel so good, so fuckin tight-“

You feel like you couldn’t breathe with how thick he feels, how much he’s filling you up.

“Peter - please, wait, you’re too - oh god - you’re too big, you’re so so big - oh-“

He presses his forehead against yours, leaning to pepper kisses across your face, tender soft little things that are incomparable to his thick cock stretching you apart.

“I know sweets, I know I’m big - fuck - but you’re doing so good baby, that’s it just give into it sweets, you’re so fuckin perfect for me.”

His arm curls around you pressing your chests together, and all Peter can think is how he could die happy like this, your hearts beating together and you fluttering around his length.

Peter doesn’t stop.

In fact, he presses in deeper, more insistent and you can feel the press of him against your cervix, hot and hard and so full.

He tilts his hips upwards, thrusting into you at a new angle, and the brush of him against that spot leaves you a mewling mess.

The whines he draws out of you are animal, barely human.

The soaking plap plap plap of his balls slapping against your ass cheeks has him tightening in anticipation, finally he’ll be able to come inside you after the weeks of wait.

He comes with a guttural groan, burying his face in your chest and rubbing himself against your hard nipples.

Thick ropes of his cum paint your insides white, and it creams around the rim of your hole, as you pulse around him, the last spurt of his cum triggers your own orgasm, and you dig your nails into the back of his neck as a gush of liquid spurts around his still-hard cock.

You’ve never squirted before in your life.

Peter raises his chest from yours to look at your pussy gush around him, and the sight drives him crazy.

He growls, low and deep and shoves both of your legs up and over his shoulders, before pistoning in and out of your warmth.

Long, deep strokes in before pulling out fast and shoving himself back in like he couldn’t bare to be away from your cunt.

You scream from the overstimulation, your legs trembling and shaking from your last orgasm. You feel so sore, and so spent.

He pulls back and thrusts against that spot inside of you, repeatedly going at it and you can feel another orgasm begin to rise.

Peter buries his nose in your hair and deeply inhales at your scent in greedy gulps, his cock plunging into you again and again until your moans devolved into quiet, needy sobs, until the sensation of you wrapped around him like a vice becomes too much for the both of you.

Until he comes with a groan that borders on a whine, and the thick ropes of his seed overflow from your pussy.

He thrusts it into you, shoving his cream into the deepest depths of your tight warmth, and you come with a scream, squirting all over his lower body and drenching the fabric of the sofa below you.

You clench and clench around him, the liquid gushing out of you in hot bursts, and he pulls out of you to lap at your juices running down your hole, drinking up every bit of you and shoving his cum back inside of your hole.

He plugs your hole shut with his tongue once he’s gathered most of his come and pushed it back inside of you, where it belongs.

Your hands weakly push at his head, and your legs fall open as you lose all feeling in them.

Peter carries you to your bed, cleaning you with a wet cloth he found in your bathroom and dressing you in the pjs you wore every night.

He places a bottle of water by your bedside, and tucks you in gently, as you fall in and out of consciousness.

Poor baby, too fucked out to think.

Once all is done and you’re tucked in safe, he pauses and takes a seat on the windowsill connected to your fire escape.

It’s done, you’re his now. This is what he’s waited for all those years, and god it was all so worth it.

He can’t take his eyes off your sleeping figure, a hot trail of possessiveness in his chest at the thought of you being his to protect, his to care for, his to fuck.

No one’s gonna forget him this time.

He’s going to make sure of that.