5 Chapter 5

Peter Parker stopped, he could have sworn that he heard something moving in the bushes. Yet, when he looked over his shoulder, there was no one there, other than the usual hustle and bustle of students. The web slinger took a half of a step forward.

"Liz, hi."

"Oh, hi," Liz said in a bubbly voice as she looked at Peter, and once again, it was amazing how much he changed in a few weeks, up close to him. "Did Gwen….get you the note?"

"Yeah, I just read it a few seconds ago, I was hoping to catch you before….well before you went off with someone," Peter said but Liz grabbed Peter over by the shoulder. "What's with the cloak and dagger act?"

"This is kind of embarrassing, I feel kind of embarrassed for asking you," Liz said as she bit down on her lip, looking at Peter. "It's just that…..well it looks like something that it really isn't but….it's not what it looks like, you know, I'm not sure if you know what…..it's really not what it looks like."

"Liz, you're babbling first of all," Peter said and Liz shrugged her shoulder in an apologetic manner. "And, I won't judge you for it, I swear, just let it out, it will be alright."

"Okay, it'll be alright, alright," Liz said with a smile. "You know how the sport's department is cracking down on the academics…"

"Yeah, Flash just barely stayed on the football team by the skin of his teeth last week," Peter said and Liz nodded.

"That goes down to cheerleading and most of my grades are…..well they're doing well, but it's chemistry that's not doing well, and if I get kicked off of the cheerleading squad well….my parents, they won't be happy," Liz said as she looked at Peter. "So, I want to…..ask you to…..well I want to ask you to help me."

"So you want my help in tutoring you?"

"Yes, I wouldn't normally ask, but mom is putting a lot of pressure on me, to pass this so, just please, think about it, please, I would be so grateful….."

Gwen had her ear to the conversation and she was amused.

"I don't know, I have a lot of things to do….."

"I'll do anything, Petey, anything," Liz said as she fluttered her eyelashes at him.

'Well played Peter, playing dumb, and then making her beg, that should be interesting,' Gwen said, as she checked out Liz. She always thought she had a cute little ass to be fair.

"Okay, Liz so…..when do you want to do it….."

"Anytime, I'll do it any time," Liz said, keeping her voice down, but there was a bit of excitement echoing through it.

"Okay, Wednesday, after school is that…."

"Oh that's great, really that is, I'll see you then!" Liz said and she stopped short of giving Peter a tight hug. She closed her eyes. "Wednesday, I'll see you on Wednesday."

Liz stepped off and Gwen joined Peter.

"So, she's noticed the changes, hasn't she?" Gwen asked Peter and Peter raised an eyebrow. "I mean, she's pretty good, isn't she?"

"Yeah she is," Peter agreed with Gwen. "But she's….."

"She has a high school relationship with our esteemed quarterback, and she wouldn't be a bad starter girl to expand the circle," Gwen said and she leaned forward to whispered to him. "I think half of the reason why Flash is so surly is that….well I think that she has the hots for you and he is upset about that….."

"If you say so….."

"I do say so," Gwen said, placing her fingers on Peter's lips and grinning. "I say so, and I know so. Is there really any more that needs to be said?"

"No, not with you," Peter said as he heard the bell. "So….."

"Hi, Pete, hi Gwen," Mary Jane said, as she nearly ran head long into the two of them. "Oh, I'm sorry, I didn't mean to…."

"That's alright, you nearly ran head on to us, it happens," Gwen said to her and she smiled. Mary Jane also would have been a good addition and Peter's aunt and Mary Jane's aunt was trying to set the two up on a date.

"So, what have you two been up to?" Mary Jane asked.

"Well, I've got a tutoring job, with Liz Allen," Peter informed her and Mary Jane smiled.

"Well, your grades speak for yourself, tiger, so you're going to….teach her the ropes a little bit?"

"Yeah, I will, she needs a leg up in Chemistry or she's off the Cheerleading squad….."

"I guess they wanted to eliminate that brain dead jock stereotype," Mary Jane offered. "And the airhead cheerleader one as well."

"It's just as well," Gwen said, she was glad that academics was starting to get a leg up at school. She just hoped that it would not be something that is a fleeting fancy. For some, sports was very serious business.

Too serious business come to think about it.

"So, you were not seen at all, were you?"

"No, but I had a couple of close calls," the woman in the shadow said to him. "So do you think that he might be…"

"I don't think, Agent Romanov, I know that he could be a security issue. Given who his parents were and how he developed these powers…he can't be anything but one."

The imposing black man stood in the shadows, dressed in a black suit. His most distinguishing feature was the eye patch. His name was Nick Fury, the Director of SHIELD. People should learn that name and learn it well because he could be their greatest ally or one of their biggest enemies, depending on what side of the law they were on.

"I won't mince words, the kid has some skills," Fury said as he saw the video footage of Spider-Man. "And I'm not the only one who has seen that…"

"So HYDRA?" Natasha asked him.

"HYDRA, among others, my eyes and ears inside of OsCorp told me that Osborn is on the war path, trying to find out who the person bitten by the spider is," Fury said and he frowned. "I'm more than curious myself, he's got these….spider powers for lack of a better term. Those don't come without a price."

"So he's got a few special abilities and…"

"These special abilities could be dangerous," Fury said, tapping his finger across the screen and one again his beady eye was locked onto the fight between Spider-Man and Electro. "Suit looks a little homemade, but…..you notice that there have been a few patents showing up, underneath his name. Some inventions…..SHIELD might benefit from a couple of them with some tweaking, and he's just getting warmed up. That kind of money will flow into his hands and…"

"He's careful to keep under the radar as Peter Parker, while the focus remains on Spider-Man," the woman said.

"Typical strategy, but he's a kid, therefore there are going to be some things that are simplistic about what he's doing," Fury added.

"He's attracting numerous females….."

"Spider pheromones, that won't end well, potentially for him," Fury said, knowing how savage the female of the species could get. Some might say insane, but Fury was not about to tell that to a highly trained female SHIELD agent standing without his earshot. "Not sure how much it effects…"

He had some of the SHIELD scientists working on it but he would have to say that without a sample of DNA from this young man, it would be really hard to figure out what they were up against. Then again, twenty years later, they hadn't had any indication that anything was wrong with Richard and Mary Parker, other than a gut feeling Fury had.

Fury had a few gut feelings in his day and many of them often were pretty right, much to his agitation.

"His companion worries me," Fury said after a second. "She's crafty enough to hack into the SHIELD communications and grab information if given the motivation."

"Has she….."

"Like I said, she needs to be given the motivation," Fury told the woman. "Don't be surprised if we have to bring her in because she does something. Keep a secondary eye on Miss Stacy…..although Parker is the threat."

The web slinging hero was skating a fine line and Fury had seen people with the best intentions get away from them. He had even some of the respected adult heroes monitored, because he knew that great power or one really bad misfortune was all that he needed.

Fury did know that his aunt and uncle didn't know about his extra-activities, but then again, like most teenagers, Parker would keep secrets of his guardians. So if he needed to reign Parker in, he had that card to play. It was all about leverage.

"Looks like the Spectacular Spider-Man is about to be in action once again," Fury said, as another one of his spies saw the web slinger swinging across town.

"I'm on it," Natasha said, without another word.

Beautiful, red head, with a tight body, dressed in an even tighter cat suit, Natasha Romanov was one of the top agents that SHIELD had. She worked with the Parkers before, so she took a special interest in this case. While plane crash was the official word of the Parkers death, she was one of the few that knew better.

Now their son had gotten amazing spider powers, but naturally he was untrained. Against a real enemy, he might not be able to hold his own. Then again, perhaps he could improve himself later.

'Okay, Peter, you nearly caught me last time, so thanks for keeping me on my toes,' Natasha said, as the Black Widow was ready to stalk another spider.

Spider-Man was in fact on the prowl for some more enemies. The web slinging hero dropped down and he could hear them ransacking a store.

"Perfect time to test this new version of webbing that I whipped up today," Peter said to Gwen, who was scouting from across the street, ready to jump in if things got hot, although her powers were still not as fine tuned as Peter's for reasons that….annoyed her a lot.

"Oh, well…"

"I also got the decoy ready," Peter said before Gwen could give her two cents.

"Is it shaped like a spider?" Gwen asked dryly and Peter jumped in, a bit of defense etched in his voice.

"Well that's kind of my thing….Spider-Man. You know Spider Hypen Man. The papers got that wrong the other day, it isn't one word, there's a hyphen in there…."

"Okay calm down, it's not the end of the world," Gwen said and Peter sounded a bit huffy. "You're really taking great offense to the missing hyphen, aren't you?"

"They wouldn't spell Iron Man's name wrong," Spider-Man said, as he perched on a ledge close to the Baxter Building. It was tempting to peak inside and see what the Fantastic Four was up to but knowing them, they were likely in space for some kind of mission or another.

"Careful now, careful," one of the gang members grunted, as they were holding a box. "See that, it's marked fragile."

"What's that mean?" one of the gang members asked.

"It means it's soft and easily breakable…..just like your heads!" Peter yelled, as he dropped down onto the back of their heads, knocking him down, causing them to land on the ground.

"Really, that's the best you can do?" Gwen asked and Peter dodged a pair of brass knuckles to the face.

"Hey, no back seat quipping," Peter said, as he bounced off the wall, kicking him. He landed into a rolling chair, and Peter grabbed the back of it, rolling it with the thug inside. The thug was too staggered to even get out of the chair and with one fell swoop, Peter ran the thug into them.

"I'll cut you up….."

"Knives, no, come on, that's just….." Spider-Man said as he webbed the knife out with his traditional webbing. "Here…"

Spider-Man shot a line of webbing and it wrapped around the goon, stunning him in the process. He dropped down to the ground like he was nothing and Spider-Man smiled.

"Well that was easy," Spider-Man commented and then he dodged a baseball bat to the back of the head. "And I've got to stop being so premature."

The baseball bat was set on fire, which caused the goon to become surprised, screaming out loud. The web slinger slid underneath his legs, and then shot some web balls at him. The shocks knocked him down for the count.

"Thanks, Goblin Girl," Peter said.

"Anytime, and I really need a better codename," Gwen said with a long sigh. "I mean seriously, Goblin Girl?"

"Spider-Man, Goblin-Girl, it just fits together, I mean, we're keeping a naming motif…"

"Yeah, all we need is the Cockroach-Kid, and we'll be in business," Gwen replied in her most dry tone of voice.

"Hey look it's Spider-Man!"

There were a few beloved cheers and Spider-Man was not going to lie, it was better to be beloved then to be hated any day.

And there were a few heckles. Then there was the sound of the arriving police force, but he was already gone by the time that they got here.

'Still a vigilante technically, I'll still always be a vigilante' Spider-Man thought as he swung forward. He had no idea how people like Captain America or Iron Man gained respect. He suspected they had it rough in the beginning as well, or something. Then there was the Fantastic Four, who were national icons.

"Yes, Aunt May…..tell Uncle Ben that I'll be back with the milk in about five minutes, bunch of thugs down town….no I wasn't hurt, the police are already on it, thanks," Peter said as he kept switching and he switched back to Gwen.

"The perils of your secret identity?" Gwen asked.

"Well, with great power there must come great responsibility and I have great responsibility on both sides of this mask."

"Fair enough," Gwen said without missing a beat. "Just remember, you don't have to shoulder the entire weight of your shoulders all of the time…"

"I know, and thanks," Peter replied to her and Gwen smiled.

"Any time, it's my job to keep you on the straight and narrow….so I'll see you in a little bit?"

"Yeah, after I swing on back home," Peter told her and Gwen smirked at that thought. "Bad pun totally intended, you know."

"Oh, I figured that it would, you can't really….."

"And that's the third time today that I thought that someone was following me," Peter said, stopping short and looking around. He could have sworn that he saw this person up close and personal right now. "Spider sense might be on the brink…"

"Or it could be all too right?"

"I don't know how you do it sometimes," Mary Jane said, as she walked by Peter the next day at school.

Peter stopped, and stared at the redhead, with a raised eyebrow. She hastily amended the following statement. "Well, I mean, I don't know how you keep up with all of your academics. The class load you have, it's amazing….and…well it's not like I'm not doing well at school but…"

"Say no more, MJ, I understand," Peter said, he thought for a moment that she was talking about something else. He really did have to stop acting so jumpy, it wasn't good for him at all. "Yeah a lot of people would have some blow off classes…."

"Not you, every class, it's pretty important," Mary Jane said to him and she was practically gushing as she spoke all of the way to him.

"Well, Pete always took that nice load," Gwen said as she showed up. "And now people are flocking to his doors, asking for tutoring…..don't forget that you have Liz after school today."

"Don't worry, no one in their right mind would forget that they had her," Peter replied and Gwen smiled as Mary Jane looked at the two of them curiously. "What?"

"Nothing,nothing," Mary Jane said and the two of them together bored a hole in her. She had no idea why, but this was making her both nervous and excited. "But, sometimes, I get the feeling that the two of you are up to something….."

"I really have no idea what would give you that feeling," Gwen said with a slight smile on her face as she looked at Mary Jane.

"Perhaps the fact that you're smiling like an evil mastermind right now," Mary Jane and Gwen and Peter exchanged a knowing look.

"Well….I think she might be on to something, wouldn't you say so?" Peter asked Gwen.

"Maybe, maybe," Gwen said with a smile. "Perhaps we're going to have to get her alone, and work her over to find out what she knows about our evil master plan."

Mary Jane laughed, trying to sound casual but the thought of Gwen and Peter working her over had took her mind to a place that she wasn't sure that it could go right now. The redhead sighed, she tried to pry her mind out of the gutter but it was not going willing, at least not without a fight.

"Well….there's never a dull moment around with you guys, is it?"

"Stick around long enough, and you'll find out," Gwen said, reaching behind her and then casually adjusting one of the books in her arms, brushing her arm against Mary Jane. "You've been dropping it a bit too often…you better be careful with those."

"Right, I'm careful," Mary Jane said, although she didn't say much of anything. "Time to get to class….so I'll see you two later."

"Yes, same back to you," Gwen said with a smile.

"Bye, MJ," Peter said to her as he watched the retreating redhead.

"So, she's on my checklist…" Gwen muttered to herself.

"You sound like a little girl writing out your Christmas list," Peter said and she smiled.

"Well, you know the tests that we ran, your sex drive will increase as your powers will and while I can handle most of that for now….variety is the spice of life," Gwen said and she smiled, before going into the next point. "Masturbation isn't really fulfilling your needs much anymore, is it?"

Peter, without missing a beat answered that question, and Gwen smiled as he did so. "Well no but since I got you….."

"That's the best answer that you can give and a scientifically accurate one, it's rarely as fulfilling when you have a real life pussy that you're fucking daily," Gwen said and she smiled, wanting to jump Peter right here in the Hallway, even though there could be witnesses. She held back her base interests. "But never mind, business before pleasure."

Peter sensed an "unfortunately" lingering off of Gwen's tongue right there but he could not put his finger on what….actually putting his finger on something did seem appealing right now.

"Plus you can build up anticipation for your meeting with the lovely Miss Allen tonight," Gwen said and Peter smiled. "Build up, the interesting word, isn't it?"

"Yes," Peter agreed, he would not be lying if he didn't have his share of fantasies of the hot Latina Cheerleader.

"That's….so much easier when you put it that way," Liz said as she nearly slapped herself in the face for being too stupid.

"Well I think that it's best if you keep things as simple as possible," Peter told her and Liz nodded.

"Wished the people who taught the classes but they have to overload our minds with so much bullshit it isn't even funny," Liz said, crossing her arms underneath her chest and Peter smiled at her.

"Well, that's just what the teachers do, I think anymore, but seriously, just remember what I told you, and you should be good to go," Peter said and Liz smiled, throwing her arms around Peter with a big smile on her face.

"Oh thank you, you….helped save my grade, big time, big time," Liz said as she smiled for a few seconds. Her arms crossed underneath her chest, as she realized that she was squeezing Peter's neck a bit too hard. "Um….sorry….got carried away….."

"Don't worry about it, it happens," Peter said, as he realized that he was sitting in the middle of a hot girl's bedroom, someone who wouldn't even touch him six months ago. Or make eye contact with him really. The thought of it caused him to get a bit excited.

Liz felt a bit faint.

"Well….you really know yourself, you should replace half of those paycheck zombies," Liz said and Peter frowned at the thought. "I know but….you're really good, and you shouldn't let anyone tell you any differently, you know."

"Well, I'm not sure about that," Peter said but it was hard for him to keep smug. "But…..you could have went to any student and…."

"Not you, well while a lot of people would call you a….."

"Nerd, geek, dork….pick one, I've heard them all," Peter said and Liz tried not to laugh, because the situation was not funny.

"Flash goes over the line, half of the time I think he's compensating for something…..did I just say that out loud?" Liz asked and Peter feigned ignorance.

"Say what out loud?" Peter asked and Liz grinned back at him, but then she had to shake her head.

"Anyway….our on and off again, might be off again, permanately, he made kind of a jackass out of himself the other day, he was lucky that the coach didn't kick him off of the Football team for what he did," Liz said and she looked more disgusted, than amused. "So….how are you and Gwen?"

"We're pretty good actually," Peter said with a smile. "But we're always open to trying new things."

"Well that's a foundation of a healthy relationship, trust, and being inventive," Liz said ,as she looked at Peter, wondering why her mind had gone in that direction. She must have been reading too many seedy romance novels. They were being to corrupt her mind but she could not keep her eyes off of the muscles that Peter was developing.

He was a lot bigger than she remembered.

Was he a lot bigger in other areas as well?

Liz shook her head, wondering what in the hell got into her today? She wondered where this was going and she wasn't going to complain if it went in the direction that she thought it was going.

The teenage girl made a split decision and she looked at Peter.

"Something wrong?" Peter asked and Liz shook her head.

"No, nothing's wrong," Liz said, feeling Peter's hand brush against her shoulder and then he retracted it from it seconds later. That might have been worse than actual contact.

No actually, that was worse than actual contact.

"Why don't you….."

"I think I need to use the bathroom, I'll be right back," Liz said, fully aware that her panties were kind of wet at the dirty thoughts she had been having. She picked up the bag and made her way into the bathroom.

"So, how's it going?" Gwen asked, the second that Peter switched the communicator on.

"I think she's about ready to crack," Peter said and Gwen laughed. "You know, keep that up, and you'll sound like an evil super villain, Goblin-Girl."

"I'm outside right now, is the door unlocked?" Gwen asked.

"Yeah….her parents won't be back for a few hours either," Peter told Gwen and Gwen laughed.

"All much the better," Gwen said and she could hear footsteps. "I better shut up now, I think she's coming back."

"Oooh, Petey," Liz sang in a musical voice and Peter looked up, his mouth went dry. She was wearing her Cheerleader outfit, it might have been an older one, because it looked a bit snug on her. Her breasts nearly were fit to burst through it at any rate. "I think we both know what's wrong with me, and only you can fix it."

Liz straddled his lap.

"Liz….."

"If Gwen finds out, I'll take the heat for both of us, but I think she'll be open minded if what you were implying was true," Liz whispered as she grinded herself up against Peter. Just enough where Peter realized that she wasn't wearing any panties.

"Yes, well….." Peter said and Liz grabbed his shirt and pulled it off, feeling his muscles.

"Oh, I can see that you want this as much as the next person," Liz whispered, as she ran her hands down his chest and abs, feeling him up.

"Yes….yes I do," Peter whispered and Liz pushed her hand down his pants to feel him, all of him.

"Well aren't you eager?"

S-M-U-T

-SNIPPED. Thanks moderators.

S-M-U-T.

Natasha watched outside of the window.

"What's your visual Agent Romanov?" Fury asked.

'A show that I would have risked viruses and spyware for normally,' Natasha thought but she shook her head. She was pretty sure that clarified the pheromones thing, when she had all of the subtly of a school girl slut.

"He's still tutoring…..the girl," Natasha said, as she kept her perch from the treehouse across the street.

"Keep me posted on his movements, we'll know when it's time to approach him."

"Right," Natasha said, and she was glad that she came prepared for emergencies like this. Of course, given that she might have to get up close and personal with the young man eventually, it would be best to study his technique from afar.

He was improving, she'd say that much. And his fighting style as well, she could not forget about the improvements that he was making on that as he got more comfortable with his powers. A bit rough around the edges in many respects but that could be smoothed out.

To Be Continued