In the seconds between being asked and giving an answer Peter Parkers magnificent brain, juiced up with spiderlike speed, had devised over two hundred different reasons and excuses to give Liz Allen and the other kids about why there was a small dark red spot just under Flash Thompson's jaw. Many of them were the truth, some so close to the truth they may as well have been, and a not insignificant size were outright lies. But the one thought that shivered through his conscious the loudest was the smartest answer of all, and it sounded an awful lot like the blonde in question.

Keep your mouth shut stupid, she wasn't asking you.

Why, after all, would Puny Parker know how Flash Thompson got a hickey? Again his brain supplied amble reasons and excuses, but he shut that part of his cranium down for the next few moments as he listened to Flash's excuses.

Flash, of course, simply smiled his boyish grin, brushed his knuckles over the area, and said "It's a spider bite."

Peter flushed and began coughing, choking on the gulp he'd been swallowing from the drinking fountain trying to appear casual in his eavesdropping.

"What's up with Puny Parker?" One of the boys asked, and Liz's attention was immediately diverted.

"Petey? Oh Petey what' wrong?" Liz shot down the few feet between them in an instant causing him to wonder if she didn't have spider-speed of her own.

"Oh come on, is puny Parker so delicate he can't take the high pressure of a wittle water fountain?" Jason laughed cruelly, nudging Flash and Tiny, who laughed too.

"I'm fine Liz, really." Peter assured her, pushing her hands away as she tried to feel his forehead.

"Oh, but your red as a beet," she exclaimed, "and your eyes are so bloodshot and droopy. You weren't up all night studying again were you?"

"No Liz, actually I was doing something for Mr. Jameson." He replied, Which wasn't entirely untrue, he had snapped a few quick photos of Spiderman bagging a couple smalltime crooks, always a nice evening for him, not so much a big seller for Jameson but he'd buy the pictures anyway, he always bought the pictures.

But that was just a regular night for him, nothing to push his stamina over.

The reason he had been up late last night had actually been the burly jock heading towards them right now.

"Liz leave Puny Parker alone, he doesn't want your mothering." Flash grabbed one of her hands from Peter's vest and placed it on his face, right over the "spider bite" "I'm the one who's injured."

"Flash Thompson you are such a boorish lout. Poor Petey is ill and brushing it off and you complain about a bug bite." She swatted his shoulder and pulled her hand away. "I can't believe you. Petey, would you like for me to walk you to the nurse?"

Flash made a face and several of the guys began wagering how long it would be before the blonde walloped the geeky science nerd. They were all interrupted, however, when the bell rang and they had to get to class. Liz still tried to convince Peter to go to the nurse and Tiny was about to agree when Flash wrapped and arm around the brunettes neck and tugged, pulling him towards their homeroom.

"Liz if Parker says he's fine, maybe you should let him be all macho and fine and healthy." He snarled through smiling teeth. "You never fuss over the rest of us when we're not feeling well."

"Flash that's not true and you know t." She glanced at Peter, who was looking redder than ever, and glared at Flash, but let herself be led away by her girlfriends.

"Flash is totally gonna pound Puny Parker." Laughed one of the boys, a couple kids agreed, though they knew he wasn't. He never did.

"He wouldn't, he couldn't." Liz muttered sorrowfully, "Not even Flash would bully Peter while he's sick."

Peter could hear these conversations clearly, even as far away as they were drifting from each other. "You gonna be blushing like that forever?" Flash teased.

"You gonna have your arm around me like that forever?" Was his retort, Flash, seeing the hall was becoming quite empty and only a few stragglers who weren't paying much attention were left. He lifted his arm from around Peter's shoulders and wrapped it around his waist, pulling him close. "Maybe." He hummed.

"Uhhg," Peter groaned mockingly, then he noticed the mark on Flash's jaw and groaned for real. "Spider Bite?"

"Well it's the truth." Flash dipped his head and nipped at the other boy's ear. "I always try to be honest."

Peter's flush, which had been receding since they crowd had dispersed, came back full force. "R-right." He had meant it to come out sarcastic, it didn't.

"Awe, will you look at you!" Flash laughed, catching the teen's hand as it went up to rub at his abused ear. "With all this embarrassed attitude you'd think you were the bottom in this relationship."

Three things happened next, Peter's mouth opened to reply, Flash's head curved down, and their lips met.

Then they were in their class, late, separated by two feet. Peter was blushing like mad, Flash was barely suppressing his laughter, and the teacher was annoyed.

And nobody suspected a thing.

Later on Flash Handed Jason a tightly folded paper football with a message secretly scribbled inside, Jason naturally assumed it was a threat, and did as instructed, shot it through his rubber band at Peter in the class they shared at the end of the day. It hit its target with enough force to make a normal teen angry, so Peter pretended to be.

Jason gave him a bored raised eyebrow, Peter opened the note at the end of class.

"See you tonight Spidey." Was scrawled in Flash's sloppy handwriting. He tore it to itty, bitty pieces.

"Petey, you're looking all flushed again. Are you sure you're alright?" Liz asked as she took her place beside him for the walk home. From his car, Flash sent him a smile.

"Fine." He muttered, a smile of his own, "I'm just fine."

And apparently not going to get much sleep tonight either.

-

People not familiar with The Amazing SpiderMan comic series will probably be lost as to the setting and characters of Peter's highschool days.

And of course, some liberties were taken, as per usual in fanfictioin.