Peter wouldn't have mind if she weighed what she did, or what she did now, he would carry her around the globe if she asked. "As you wish, my princess." he said in a royal British tone. Her lips made him shudder as she kissed his neck and cheek. He pulled on his mask before taking off. Lexi was much lighter than she was, but the feel of her arms around his neck were comforting to know that she was still hanging on. He kept swinging, thinking of a nice warm bed as the night got later and later, maybe having a very attractive girl joining him... until her voice rang in his ear, full of alert.

He obeyed, going left, and soon enough, his own Spider senses going off now. "Someone familiar? What do you mean? Hopefully someone just told a really good joke, we can all laugh about it, and then all get some rest..." Peter said, swinging wherever his senses, and lexi told him.

Though she loved hanging onto Peter and was looking forward to spending the night with him if he could be talked into it. But she kept talking about the directions where he should go. When they finally got to where she had instructed him to go she dropped from his back and the two walked generally into the Central Park. The park was beautiful at night but it was silent, dead silent. “I swear I could have heard…”

“HA HA HA HA HA! SPIDER-MAN!!!” A voice shouted, it echoed around them but Catwoman’s attention was fixed direction head.

“There.” She said pointing at a tree.

The tree fizzled away before a figure stepped forward. Mysterio came into the sight of the two heroes. “Spider-Man! You don’t stand a chance this time. I have the best weapons at my disposal!”

Catwoman’s head turned to Spider-Man as she pointed in his direction. “When did he get out?”

Spider-Man and Catwoman landed in Central Park. Peter's spider senses were going nuts until now, it was a small tingling now.... " I believe you, I just don't under--" Peter was cut off by a crazed laugh. "Oh no...." Peter said, shaking his head. "don't talk to this guy." Spider-man whispered/yelled so Mysterio could hear him. "Hey, Beck! When'd you get out of the looney bin? If you wanted a visitor, you could have just called me--"

"did you hear me, Spider-Man?! I, the great Mysterio! have found the weapon to finally kill you!"

"Right, I got that part...Still going with Mysterio? It sounds like something I had for breakfast this morning--"

"SILENCE!!! You may have outwitted me last time, Web Head, but soon you will tremble and beg for mercy as soon as you see my newest weapon.... you and your friend here..."

The man named Mysterio faded away, and soon his voice echoed through the archways of the stairs

"come and try to fight me, Spider-Man and friend...." the voice said with a evil laugh.

"this guy's a looney... full of smokes and mirrors... You think you can handle this guy?" He said sarcastically, leading both of them through the doors. As soon as they went under ground, Peter was surrounded in darkness. He searched frantically for Lexi, but couldn't see anyone. He was about to face his greatest fears.

Catwoman listened to the crazy man who she had kinda-sorta-met before with Harry when he insisted on seeing Spider-Man in action. Her body shifted as she placed her hands upon her hips looking at the masked ‘villain’ with an annoyed dropped face. But as always, her boyfriend’s quirky comments pulled her out of her annoyed face and turned it onto a smirk.

She didn’t like the idea of the man cutting off her boyfriend but this was something that could easily be fixed, this guy was a joke and all his threats were nothing more than that, threats. A laugh left her when Spider-Man asked her if she could handle him they both started through the doors.

The darkness of the underground area was insane. Her hearing tripled and ever little sound echoed intensely. She could hear two sets of breathing and two sets of footsteps. One was walking, almost stopped and the other was running off in the distance. But it didn’t take long before a humming noise kicked in that, even though it was faint, blocked out all that she used to be hearing. Her hands went over her ears in an attempt to keep the noise from bothering her. Her body shifted off into a different direction, the last time she remembered hearing something that sounded like Spider-Man.

That was until a light flicked on, a single spotlight illuminating a place in the room where she was. Her body tensed slightly, not liking the feeling she was getting but she continued towards it. A figure appeared in the light, a figure she knew very well. Her body hurried towards it, knowing it was Peter’s frame. But when she arrived, the face was of the man she loved but he did not look happy, in fact, he looked mad. He was in the tux she had seen him in when they had their mini-prom. Too lost in her own emotions, poor Catwoman didn’t put two and two together that Peter was running around in his Spider-Man costume to realize that the man she was reaching for wasn’t exactly who she thought it was. Before she could touch the figure in front of her, he smacked her hand away in a rough manner, so rough that she nearly stumbled at the hit against her forearm. Catwoman’s masked covered blue eyes stared at the figure in disbelief; she couldn’t see his face but she’d know his body anywhere. The figure of Peter than turned and walked away without saying a word, “Wait!” She shouted after him stepping into the light only to have a large FLASH happen causing her to shield her eyes with her arms during the explosion of light.

Her arms drop and eyes flickered open to see that the darkness had engulfed her once again. From behind her a dim of red appeared and she quickly turned around. Red… She pounded, as she slowly started towards it. Her finger tips tapped together, calling out the diamond claws for safety. Walking slowly she approached the red to see that it was lit candles leading in a direction. Her body hesitated; she had seen too many horror movies of an idiot girl walking a path like this and it lead to her death. Her body turned and she attempted to make a wide circle around the path but the path turned with her, staying solidly in front of her. Okay… She took a step forward and when she did, something pulled her dramatically; wrapped around her waist and pulled her so hard that her legs and arms failed behind her as she flew through the along the candle lit path.

DROP! Her 50 pound body was dropped with a thump to the ground as whatever it was that grabbed her let her go. Her body shook for a moment, the sensation didn’t seem real but she couldn’t have just flown across the underground area. Her attention turned upward to see that something was in front of her. Strings and strings of white, a white she knew all too well. Jumping to her feet she looked around her, where she got pulled to, the room was filled with Spider-Man’s web from his shooter. She had to slice her way through the webbing which pulled apart rather easily surprisingly enough, it must be fresh. It was hard to get through and on many occasions she felt herself getting some of the web suck onto her.

Soon she reached a centerfold of everything where the web seemed to be coming out of. Something didn’t… didn’t seem right. Spider-Man was nowhere to be seen and with Catwoman’s gaze, she should have been able to find him. Her body walked cautiously towards the cocoon, that was, until she caught a glimpse of a blue and red hand sticking out of it. Fear flowed through her and she took off in a run, closing the gap between her and the cocoon. Clawing at it viciously she broke through the webbing with a surprising amount of ease to have Spider-Man’s lifeless body tumble onto the floor at her feet. “No….” She began softly. “No… no no no no.” Her no’s got louder as she dropped to her knees to the corpse of her beloved Spider-Man. Pulling the man into her lap, she should have noticed that his frame was very light but she was too emotionally involved. Her head fell back and her mouth fell open as she let out a cry/scream of sorrow before letting her head fall and crying dramatically, tears streaming through the opening of her mask around her mouth and falling onto the head and shoulders of her loved one in her lap. Her life, was over at that moment.

For a while it was dark for Peter. He heard whispers, and distant shouts, but he was determined to find Mysterio... He didn't remember this place being so dark and damp... then almost instantly he was transported to a very familiar street. Peter Parker stood in a New York street, wearing his usual clothes, walking towards a crowd of people... Peter was having a very sick feeling of deja vu. As he neared the crowd the scene was just as bad as the first time. Ben Parker's dead body lied there. Peter was in shock, tears in his eyes. "Move... Move..." He started to tell people, pushing them out of the way. Two police officers stopped him. "That's my uncle! Uncle Ben!" He screamed, easily breaking through the police's defenses as he kneeled over the body. Tears were in his face as he looked at the old man... Then Peter noticed something... he was alive! Shallow breathing escaping the man's mouth. Peter leaned in, eager to listen to Uncle Ben. "You did this...." He whispered harshly. "We could have not taken you in... You killed me, and soon, Aunt May will be next." Uncle Ben slowly raised his hand, pointing it at Peter. "He did this to me..." The crowd then went in to a frenzy. Peter put his hands up in defense as the crowd swallowed him back in to the darkness.

Peter was now four years old, sitting in his house. He stared at the floor, but soon looked up. Everything seemed newer... It was late at night, and he could hear people talking... One was Uncle Ben, the other Aunt May... and then there was... His parents! Peter got up and rushed for the hallway that lead to the front door, but stopped, listening to the conversation. "...Such a failure. We can't be seen with such a... freak of a child! Imagine what the other people would think!" Peter's father said. "What makes you think we want him? It will be just as worse for us!" Aunt May said harshly. Their attention turned to young Peter Parker, with looks of disgust. "He isn't worth it... but just.... do your best to raise him." Peter's mother and father walked up to him, and kneeled down. "Your mother and I are leaving...We'll be back soon." Peter's father said, his mother gave a small laugh, as if saying "yeah, right!" Peter felt absolutely hurt, and crushed. He knew that wasn't what they actually said, but his mind genuinely thought that was how it went...

Peter was now in a dark alleyway, where he was only a few nights ago where he met Uncle Ben's killer. he saw him again, this time in a bloody pulp. He was whimpering like a little kid. Peter was now dressed back in his crime fighting attire, he very hesitantly walked over to the man, whispers going through his mind. Peter wasn't really feeling any grief for this man... Deep down Peter thought he deserved this pain. He killed a loving husband and uncle in cold blood for a couple of dollars... No. Peter shouldn't think like that. Uncle Ben wouldn't want him to. He didn't want to either. He was supposed to keep everyone safe. He was a crime fighter, not a executioner. And then a very familiar looking man appeared, his face away from Peter. Spider-Man stood over the man, a bloody knife in his hand. "I'm going to enjoy gutting you like a fish... My uncle didn't deserve to die... but you do..." The fake Peter's voice said, the real Peter was shocked. Right before the fake Peter was about to cut open the man, Peter leapt forward. "No! stop!" He screamed, and then as soon as he tapped the other Spider-Man's shoulder, his face instantly snapped back, but instead of his face was the terrifying image of Venom, His mouth open, he could see the long black tongue and Harry Osborne's face covered in small tentacles.

The school bell rang loudly. Peter woke up from his desk, panting. Thank god this was all a dream! Lexi having powers, Mysterio, all the weird nightmares... he looked up to see his girlfriend Lexi Rogers walking out with a group of popular kids. "hey, Lex!" Peter called out, as he looked down to pick up his stuff he realized that something fell off his face, and his vision went blurry... was he wearing his glasses? He put them back on, only to see Lexi still walking. "Lex!" He called out again. She stopped and turned around, looking for where the voice came from, and then she saw him. Instead of that beautiful, stunning smile, she gave a look of disappointment. "Oh... hey Preston." She said. "Preston--? No, its Peter! I was wondering if we were still up for that movie date toni--" He was interrupted by Lexi laughing.

"Date? With you? Why would I date you, freak?" She said with another laugh. He turned bright red... Did he just get... rejected by his best friend, his girlfriend... freak? She walked away, and then another horrific sight. Harry Osborne wearing a leatherman's jacket, walking up to Lexi Rogers, then having a make out session. Peter's stomach dropped to a bottomless pit. Then a locker burst open, black horrifying tentacles lashing out and going straight for Peter. Lexi's and Harry's laughing were echoing through his head as he ran desperately trying to escape... but it was not use. The tentacles grabbed him, and he went soaring in to the locker.

Everything went black.

Black web was everywhere now. A disgusting looking hallway, and on the floor were newspapers. Peter walked down the hall, not seeing any other way out. He looked down to see the newspaper headlines. "Spider-Man public menace!" "Spider-Man kills again! City in Peril!" Peter's mind was racing. What the hell was this? He was in horror. This isn't what he wanted... He was trembling now. First his Uncle blaming him for his death, then people attacking him. His parents saying that he was a freak... Lexi and Harry kissing! He saw a room at the far end of the hall, with more whispers and whimpering... Peter didn't want to see anymore. He was already terrified, sick to his stomach, and confused... But he had to go. He slowly opened the door, and Venom's laughed started.

Inside the room was absolute horror. All covered in black ooze was his parents, Uncle Ben and Aunt May, Harry Osborne and Lexi Rogers, all trying desperately to get out. They were suspended in the air, and at the bottom was a pool of the darkest liquid Peter had ever seen. "You can't save them all, Peter..." Venom's chilling voice taunted. "who to choose, who to choose...." Peter's eyes darted to each of the loved ones. This was his absolute fear. Letting the city down, letting himself down... and now, not being able to save everyone he loved.... Peter thought frantically on a solution to save them all. "Peter... Peter please help..." Aunt May cried. "Peter, do what you think is right, son..." Uncle Ben said gravely. "Peter.. We'll be a family again, you your father and I..." Peter's mother said, full of tears. "Pete... you gotta help your best friend.." Harry started, screaming at him. "peter... Please... I'm so scared..." Lexi Rogers whimpered.

Peter shot webs at all the cocoons, and tugged. "Ah ah ah... That's against the rules..." Venom's voice came back, and at once, all of the cocoons started to fall in the lake. "NOOO!!!!!" Peter screamed, diving for Lexi's first, all of them screaming for Peter... Peter barely missed Lexi's body, and he plunged in to the dark pool...

---

Peter's eyes were wide eyed, trying to hard to see if he saved at least someone...but it was all darkness. He felt like he could curl up in a ball and die. Nothing had hit him this hard. Being called a freak, losing everyone....

"Peter?"

Peter Parker sat up instantly, now being able to see. He was in a much different hall than before. It looked like the one at his house, and on the wall were pictures. Peter was now in his civilian clothes. The pictures consisted of Peter's favorite memories, and people. 7 year old Peter Parker smiling with his Uncle and Aunt. Harry, Peter, and Lexi all sitting on a bench in central park... Peter kept walking, the same voice from before started to talk again. The same voice mail he listened to every time he felt down.

I know things have been difficult lately and I'm sorry about that. I think I know what you're feeling. Ever since you were a little boy, you've been living with so many unresolved things. Well, take it from an old man. Those things send us down a road... they make us who we are. And if anyone's destined for greatness, it's you, son. You owe the world your gifts. You just have to figure out how to use them and know that wherever they take you, we'll always be here. So, come on home, Peter. You're my hero... and I love you!"

As those words were being said through the hall, other comments about him were as well. Citizens of New York being interviewed by Spider-Man. Aunt May saying how sweet Peter was, news reporters talking about Spider-Man's heroic deeds... There was a door at the end now, light shining behind it. As Peter got closer he heard a very familiar laugh. Lexi Rogers'. It was sweet, and welcoming. The same kind of laugh that she gave Peter every time he said a bad joke. As he opened the door, everything went white.

"My hero, Peter Parker."

---

"What?! How are you still mentally capable!? You're supposed to be on the ground drooling!"

Peter finally snapped out of it. He was clearly dragged in to a room. Lights were on, and empty canisters of what Peter could only guess was Mysterio's "Ultimate weapon" were in the corners. Mysterio was now in the room, upset that the results of the gas didn't go as planned. Peter got up slowly, feeling like he had a really bad headache. "ugh.. what was that, Beck? Is that what happens when laughing gas expires?" Peter said, his senses coming back yet again. "Impossible... What are you...?!" Mysterio asked behind his fish bowl mask. "Where is she?" Peter asked, walking towards him. "W-what?"

"The girl that came in with me! where is she?! So help me Beck, if you hurt her..."

"you'll never find her, Spider-Man! She is probably lost in her own mind now! cowering in fear--" He was cut off by a fist breaking his fish bowl helmet.

---

Peter raced through the place after Beck told him where to find her. He was a wimp. A genius, but a wimp. Peter was now afraid that Lexi fell in to the darkness. It was incredible how Peter got through that, but if he knew his girlfriend, she was too stubborn to give up. He didn't want to think of her fears, just as much as he didn't want to dwell in his again. He only hoped that he could get to her in time. He got to the steel door, and easily kicked it open. "LEX!" Peter called out.

No, no, no no no! She couldn’t let herself get down like this. If Peter really was dead, he would want her to fight on. Continue what he was standing for as her own symbol. He’d think she was foolish but he’d accept that fact that she was doing it. Her small hands shook as she attempted to remove the mask from her boyfriend’s face but… something was wrong; the mask wouldn’t come off. And she knew that it came off. This situation with the mask not being able to be removed caused her to shove the figure off of her lap and jump to her feet. Something was wrong, something was very very wrong and she needed to focus.

Her body turned and she started away from the scene behind her, her face crunched in pain as she walked away. The further she got the more guilty she felt for leaving it. But she knew in her heart that that body wasn’t Peter’s. As she walked, a scene seemed to mold around her, her attention forward to see Peter standing in the hallway of their school looking at her. Catwoman stayed silent staring at the figure, only to have Peter stare back at her. Then, a few women from their classes formed into the hallway and began to hang on her boyfriend, tongue kissing and hands roaming. Her fear of Peter leaving her for someone else slammed inside of her chest as her heart seemed to crack at the sight. That was until she shook her head, she didn’t believe what was in front of her. Peter would never do that and if he truly was interested in someone else, he’d break up with her before running off with someone else. She’d like to think they’d be together forever but if he needed to leave; he’s a good guy and he’d do it the right way.

Again, she turned away, starting off in a different direction. Come on Lexi, if you’re going to get anywhere you need to pick a direction and find a wall; that’s what you need to do. The next scene she encountered was Spider-Man and Venom fighting; her two dear friends ripping each other to shreds and throwing each other around in the streets of New York City. Ever brave Catwoman marched on, doing her best to ignore the scene around her. Soon blue and red body parts tried to fly within her line of view and she ignored them only to feel her heart ache more and more as she continued to walk.

The poor girl walked through countless horrible scenes of Peter, Rick, Harry, her parents and her city getting destroyed. That was until she arrived at one. Her and Peter, the night she found out Peter was Spider-Man. The feelings rushed back to her of the mix of emotions she had felt when his face was revealed and when he looked back at her after stopping Rick. She rushed to him, reliving the moment of slapping him across the face before grabbing him and kissing him for the second time of the night. This time when she pulled back, his soft brown eyes stared down at her and his mouth opened to say those three beautiful words; “I love you Lex.”

Lex… LEx…. LEX… LEX!!! “W… what….” Catwoman slowly rose up to sitting upright, her hand placed gently against her mask covered head as her eyes blinked. What the hell was that?! Her body shifted, everything seemed to be returning including the feeling in her body and her head became less fogged. LEX! Peter’s voice echoed through the darkness as her eyes flickered open under her mask. “PETER!” She called out in a response as she climbed to her feet. It didn’t take long for her regain her balance and her senses. She was able to hear well again as she stood upright. “PETER!” She called out again hearing a response. “STAY WHERE YOU ARE, I’LL FIND YOU!” With that she took off in the direction that Peter had been calling from. The humming sound had stopped and she was able to pin-point exactly where he was calling from.

She did end up finding Peter in the darkness only to have a single question for him. “Where’s Beck? We can’t let him do this to the city!”

Peter was going to have a talk with the mental asylum in New York. Not only did Glenn Beck make Peter and Lexi face their most horrible fears, but he didn't have the decency to turn on the lights! Peter ran in to a few walls and stubbed his toes on so many corners he thought about just kneeling over and dying right there! He kept calling her name, praying she did what Peter was supposed to do, and lose all mental stability... As if he wasn't already feeling guilty... then he heard her voice, and he stopped dead in his tracks, obeying her orders. His senses couldn't see that much, but he could hear rather well, and tell that Lexi was coming right for him. She asked Peter the question, but he didn't care right now. He grabbed her and hugged her close, not saying anything for a while. All the things he faced earlier were finally taking its toll on him. "He's taken care of. Webbed up in some room... Are you alright?" He asked her, his voice breaking a bit as he did.

As she arrived to Peter she was suddenly grabbed and pulled into a hug. Her arms wrapped around the waist of her beloved man and took in a deep breathe. Her eyes were puffy from crying but she didn’t want him to know that. It had been a long night and if he encountered anything like she did, they weren’t going to let each other go for a while “I’m better now.” She said softly. “I wasn’t alright; I saw some horrible… horrible things. But I’m better now, now that I know you’re safe.” She tightened her grip on Peter feeling his body pressed up against hers. “Can… can we call the police and go somewhere else please?” Her voice was filled with a small sense of desperation as she held him.

Peter had never been so ready to leave a place before. Peter eventually found the place to turn on the lights, dragged Mysterio out of the archways and hung him on a street light post in a cocoon, and took Lexi somewhere that he rather now enjoyed. Peter decided to carry Lexi because she was so shaken up from Mysterio (he was too, but he wanted to stay strong for his girlfriend... its a boyfriend thing), and he still had to be that manly man from earlier that night. He landed lightly on Lexi's rooftop, and then embracing Lexi again in his arms. "You saw those things too, right? The things your fear the most..." He asked, one hand leaving her body to lift off his mask, then going right back to her.

"All those things you saw... That's what you're fighting. To make sure none of that happens to you, or anyone..." Peter said gently, his own nightmares coming back to him... He prayed he would never have to be in a situation where he had to save only one person... or to lose Lexi, or Aunt may... He was so tired of losing people in his life...

Lexi followed Peter in silence, her worry filling her as her mind ran rampant on everything that she had encountered while under the gas attack. Things she had seen scared her but she knew that’s what Peter was fighting to prevent; and that was something she had to start fighting to prevent as well. She couldn’t let that happen, not to her city, not to her family and sure as hell not to Peter. He was nice enough to carry her which helped her get through the emotions she was feeling. Clinging to his back made her feel like she was holding onto him for dear life. She didn’t want to let him go; not now, not ever.

When they landed on her roof she pulled off her mask only to lay her head against his chest and listen to his heartbeat. He was alive, not dead inside of his own cocoon. A long and very shaky sigh left her full lips as she blinked a few times, tears cascading down her face as she remembered holding Peter’s lifeless body in her lap. “I can’t… I can’t let that happen to you…” She said softly, obviously distort about what she saw in her hallucination, “I won’t. I still want to fight to protect the city… and you.” How ironic? Her father asked him to protect her and now she’s saying that she wants to be the one to protect him.

Peter listened to her... He had no idea what she saw, and he had no intention of making her tell him. He just held her, and let her cry (although it broke his heart, he knew there wouldn't be much he could do). "I'm not going anywhere... and with us two out there, neither is the city." Peter said with confidence. "If you keep your morals straight, and don't give in to whatever these crooks you face did, you'll be alright..." Then there was a small pause. "And I know you'll protect me, and I think you already know that i'll do anything to protect you...But if i'm in a situation where there is no way to save me... save yourself." He knew it was rather blunt, but it was true. He didn't want her to risk her life in an attempt to save his... If there was a way that she could see that could save both, then he wouldn't mind... but iff she sacrificed herself for him, he would feel incredibly guilty...

"I know it was a tough first night in the town... but I think you and I deserve some rest. Maybe a blanket and a movie at my place or yours." He said with a soft smile, gently lifting her head from his chest, and putting his forehead on hers. He had no intention of leaving or losing this girl. She was stuck with him for hopefully the rest of his life.

Lexi felt silly crying against Peter but it was bound to happen, being faced with something so traumatic like mortality was a bit overwhelming. Especially when it was towards someone you loved so much. Her head jerke dup when he said that if there was no way for her to save him she needed to save herself. His bluntness was filled with honesty but the look on her face when she stared up at him said she wasn’t buying it. “There will never be that situation.” She said just as bluntly; she didn’t say she would not do as he asked; but she also didn’t give him the idea that she’d let a situation like that happen.

Nodding softly she gave him a tender smile. “My parents think I’m at your house so we best go back that way. My bag is hidden in your backyard.” With that the two were off, this time Lexi swung by herself until they made it to his house. It was weird being so light, she was still trying to get used to not weighing much and the fact that she can drop from any height and land on all fours and be perfectly fine. That in itself was something new and weird. Grabbing her bag from behind a bush in his back yard she jumped into the alley next to the house and changed back into Lexi Rogers.

A small sigh left her as she slung the bag over her shoulder and walked out of the alleyway and down the little street. Just as normal she walked up the stairs and to the door of the house and gave it a light knock; sure at 9:30pm at night it may seem weird to any other house but Aunt May was rather used to Lexi showing up at random hours of the day and night. Especially since her and Peter were officially dating. Rocking back and forth in her tennis shoes, Lexi had changed into a pair of dark blue hip hugging jeans and a silver shirt with sparkling silver earrings and her hair down. Yes she looked different as Lexi Rogers but let’s face it, Peter Parker didn’t exactly look like what people picture would be under the mask of Spider-Man. Expect Lexi who now couldn’t picture anyone else.

Peter didn't want to let her swing by herself, but he knew that she would be mad that he was guarding her so much... He landed on the side of his house, sliding open his window and slipping in right after catching a glimpse of Lexi grabbing her things. He quickly undressed in his suit, throwing it in a hamper and shoving clothes on top of it. He needed to get that thing cleaned out before he went out again... He changed in to a loose shirt, some pajama pants, and hearing Aunt May walk down the hall, he leapt to his desk and pretended to work on homework. "Peter, dear?" She asked knocking. She poked her head in, looking at Peter. "Are you alright?" she asked. Peter got up and hugged her tight. "Yeah.. yeah, i'm fine... How are you, you alright? Better than ever?" Peter asked.

Aunt May's face seemed very confused, but she gave a laugh and nod. "Yes, i'm alright... I was just telling you I was going to bed..."

Peter nodded. "Alright, I got most of my homework done, but Lex is coming over to help me out with the last few questions, and she might crash downstairs on the couch." Peter said with a nod. "That's fine, dear... just don't be too loud... and don't do anything stupid." She warned him. Man, if she only knew that he swung around New York in tights stopping crime... Peter nodded and smiled at her, and closed his door. Peter ran a hand through his hair, letting out a long breath. He's been through so much tonight. Finding out that his girlfriend now has super powers, he found out what he was truly afraid of, and experienced the feeling of losing everyone and thing... He didn't want those memories. He deserved a nice night with his beautiful girlfriend, right?

Just then he heard the knock on his door. He leapt down the stairs, and opened it to see the woman he fell in love with. Yeah. He deserved a nice night with his absolutely gorgeous girlfriend. "Hey, come on in, make yourself at home." He said with a famous Peter Parker grin.

As Lexi stood on the front porch, her blue gaze scanned around the small neighborhood that Peter lived in. She loved the area and always thought it was cute, an apartment building was nearby and other houses scattered the streets. It was peaceful and fun-loving like a small town in a big city. It’s too bad it was filled with more old people then young people; if there were more children maybe Peter would have been less lonely and shy then when she first met him. But then again, he wouldn’t be her Peter if he wasn’t shy awkward and dorky. That’s one of the many things she loved about her man.

Speaking of the man, the door opened to reveal Peter’s famous grinning face and she returned the smile with one of her own. “When haven’t I made myself at home?” She asked playfully, her moral was obviously up compared to before. She slid inside and kicked off her shoes and throwing her bag up further on her shoulder. “If you don’t mind I’d like to get into my PJs.” Giving his arm a gentle rub she slid past him into the nearby bathroom.

Changing quickly because she wanted to be with Peter and in his arms once again, she came out of the bathroom in a pair of white PJ bottoms and a tan tank top for her top. “Can I put my bag in your room?” She asked softly walking to him. Her bag over her shoulder as she rose her free hand up and placed it gently onto his cheek, her thumb rubbing gently against his cheek before leaning up and gently placing a tender loving kiss onto his lips; it was nice to be somewhere safe and with her boyfriend. What more could she ask for?

"Eh, Fair enough." Peter said when she asked when she doesn't make herself at home, and he did not mind one bit as she excused herself to change in to pajamas. When she stepped out, it was confirmed that although the catwoman outfit was very appealing, it would never ever ever beat Lexi Roger's natural beauty. He kissed her just as passionately, the feel of her hand was very nice on his cheek. "Of course... I'll get a blanket." Peter stated as she walked up the stairs, Peter lost in the scene of watching her, but snapping out of it. He went to a closet in the hall, and pulled out a nice warm blanket. Perfect for a night of cuddling. He tossed it on the couch, turned on the TV, and before she came down the stairs he put his head in his hands. He was very tired but very glad he was going to be with the woman he loved, that also happened to be his partner in crime fighting, and his best friend. He rubbed his eyes, and leaned back on the couch, patiently waiting for Lexi to walk down the stairs.

Walking up the stairs, she felt herself being watched thanks to her new senses; so as you can imagine she swayed her hips a little more knowing her boyfriend was watching before getting upstairs. Going into his room she placed her bag gently beside his desk before turning around and walking out shutting the door quietly behind her. Her sharp hearing picked up the soft breathing of Aunt May who sounded as though she was fast asleep. A smile moved across her face; knowing the woman was safe and sound was a relief.

Coming softly down the stairs she rounded the corner and found Peter leaning against the couch. Lexi landed herself against the door frame looking at him. He looked exhausted, but he still looked handsome. He had been through so much and came out so strong; stronger than she could have ever imagined. There was a lot of inner turmoil going one but he was opening up to her, and that’s what was going to help him get over it. A soft smile moved across her full soft pink lips as she walked over to him. Slipping herself in front of him, she gently wrapped her arms around his neck and leaned her small toned body into hers. Her hands gently traveled up into his thick messy brown hair as she rested her forehead gently against his. “I love you Peter Parker…” She said softly, after everything they had gone through tonight, if they were to die tomorrow; she wanted him to know that.

Many people never understood Peter. And to be honest, he didn't think that there will ever be a person who understands what he's truly gone through. He can't remember what his parents looked like from memory. He doesn't know what the gentle touch of a mother feels like, he doesn't even remember their voices.... and he fears the day when he can't remember Uncle Ben's struggle to be a dad to him. Through all the humiliation and torture at school, Uncle Ben would do his best to make Peter feel better. Telling him stories, working on photographs, doing anything to make Peter feel human, and not a freak... But he was gone. Spider-Man had left him with so many cuts and scars, and the huge sense of responsibility... But Lexi Rogers was someone who tried to understand him. Who makes him feel more than human, and takes away all the scars and fears...

Peter's arms went to her waist, his eyes closed, he gently rubbed his nose against hers, letting out a low exhale of breath. "And I love you, Lexi Rogers." Peter said gently. "More than a lyric loves a melody." He kissed her cheek. "More than bees love honey." A kiss to her neck. "And more than all the 'I love you's' ever said, whispered, or thought combined." Peter then kissed her soft lips.

At every word that left Peter’s lips, her heart melted more and more. It was hard to believe that someone so perfect for her could have been so close to her to begin with. He had been there for her so through much, her parents fighting, the thought of her parents almost losing their business, her first break up, her second break up and her third break up. He had held her while she cried through so much but and she did for him as well. Reminding him that life wasn’t always bad and that things could, in fact, get brighter but when it all came down to it, he was her brightness in her darkest time. Not as Spider-Man but as Peter Parker.

When Peter’s lips fell against hers, she returned it; leaning against him and holding him much like one would a delicate new born, for their relationship was new and she had full intention on raising it to be a healthy strong and happy relationship; even if it did involve crime fighting in spandex. She pulled gently back from the kiss as her fingers still played in his hair. “So what movie do you want to watch? I brought that horrible Killer Clowns from Outer Space again since we were rather… distracted, the first time we attempted to watch movies together.” She said in a teasing playful fashion as gestured with her head towards her shoes were the movie sat on top of them.

"what makes you think we won't be distracted now?" Peter said with a laugh, kissing her cheek again. "Killer Clowns from Outer Space it is. I've been dying to watch this and never want to look at it again thanks to the reviews." Peter wanted Lexi to relax, and to be comfortable, so he gently let her off his lap, so he could get up and walk towards her shoes, picking up the movie and looking over at the barefoot beauty. Walking back over to the TV, he knelt down and inserted the disc.

He then went in to the kitchen real quick to get a glass of water for both, and a bowl of popcorn. If they were having a movie night full of cuddling, there had to be some drinks and popcorn, right? Once the popcorn was ready he poured it in to the bowl, and came back in to the living room. "Alright. Let's see if I got everything." He said, sitting back down on the couch after turning off the lights. "Popcorn." He took a piece and put it in his mouth. "Check. Water." He took a sip out of the glass. "Got it... Incredibly beautiful girlfriend who is completely out of my league." He turned to Lexi and gave her a tender kiss. "Got that too." Peter said with a wink. "Alright. Let the grammy-winning movie play!" He pressed the play button on the remote, threw the blanket over them, and put an arm around Lexi to keep her close.

As she slid off of his lap she settled herself in the middle of the couch, taking up as much room as possible; why because she was a butthead like that. Spreading herself out of the couch she stretched much like a cat did. It was weird how her mannerisms had changed and molded into one that would resemble a cat if you paid attention to it. When Peter knelt down at the TV, she tilted her head to one side checking him out as she bit her lower lip playfully; can you blame her? She found her boyfriend attractive, so sue her.

While he was off in the kitchen, she readjusted the pillows so that they would sit comfortably for the two of them; though she had a good feeling that she would be back on his lap real soon once he sat back down again. Sure enough, when he did, as he went through his check list she slid herself onto his lap; not really giving him much of a choice on whether or not she’d be there. But somehow, in some small way, she really believed he didn’t care. “An Incredibly beautiful girlfriend who is completely out of your league, I think you’re giving me a bit too much credit but to say the least; I’m flattered.” She said with a small giggle as she rested her head onto his shoulder, her arms draped gently around his neck as her face was looking at the screen that was until something dawned on her. “Where’s Aunt May?”