~It's the strangest thing.~

James and the Giant Peach © Disney

Even several miles away from the arctic, the air was still frigid, the breeze more of a biting wind but it wasn't nearly as blisteringly cold as before. Centipede was up above, facing the full brunt of the cold, having refused to leave his post after the last mishap. He leaned heavily on the peach stem that served to steer them, a blanket courtesy of Mrs. Ladybug slung over his shoulders, usual cigar hanging from his lips, as his gaze wandered idly over the dark skies above him, trying to pick out the constellations that he'd bothered to remember. His shoes crunched some leftover snow underfoot, the sound of the waves several feet below him reached his ears through the silence, but other than that and the occasional caw of a seagull, it was utterly silent.

"Evening, commodore."

The many-armed arthropod very nearly lost his footing, and would've certainly face planted into the peach's surface had he not grabbed hold of the stem at the last minute. Righting himself, Centipede came to meet the gaze of a certain female spider. The insect grinned brazenly, "Well hey, Spidey. Jimmy already put ta' bed?"

The arachnid nodded, smirking lightly, "yes, James iz asleep. You had better hope he does not catch a cold after your little excursion."

"Aw, c'mon, Long Legs, ya' know that you were happy ta' see me," Centipede prodded, grinning incessantly, and the spider could only roll her eyes, coming closer to the insect so that there was only a few feet of space left between them. They were both silent for a moment before Miss Spider spoke.

"I hope zat you don't mind, but I always enjoyed looking at zee stars back home…."

Centipede grinned shamelessly,"nah, its fine, Spidey. I always enjoy the company. But if you could tell me the names a' some of the constellations, I'd be just peachy. The most I know are the Big an' Lil' Dipper, and that dog one."

"It is in Canis Major, otherwise known as Sirius," Miss Spider smiled teasingly. "You are hopeless, Centipede."

"All part a' my charm, Angel Fangs."

The pair never paid attention to that fact that they were in actuality flirting, and instead lived in the peaceful moment they had created, Miss Spider informing her taller companion about the constellations, and the stories behind them, the arthropod listening intently. Eventually, they moved onto the topic of James' welfare.

"I worry for him, Centipede," the arachnid admitted, wringing her gloved hands worriedly. "He iz constantly having nightmares, most about his aunts, and about returning to them. He iz terrified, I can clearly see zat, but he won't tell me anyzing."

"Well I'm sure Jimmy will tell us when he's ready," the twelve-armed arthropod assured, still leaning ever-so casually against the peach stem, nibbling thoughtfully on the edge of his cigar.

The spider only shook her head, anxiety in all four eyes, "I'm not sure that he will, Centipede. His aunts were…truly evil people, from what I saw up close, and they used to….to beat him."

Centipede swallowed, moving his cigar away from his mouth, eyes widening,"geez…."

Miss Spider nodded (although she wasn't all too sure why she was admitting this to Centipede of all bugs) and sighed, "I can only hope zat I was correct in telling James zat they will never find us…"

The arthropod grinned widely then, "and hey, if they do find us, you can just scare both of 'em away!"

The female spider gave a pained sort of smile, "just like I frighten everyone else."

The smile gradually slipped off of Centipede's features once he realized what he'd said, not wishing for the first time that his brain worked faster than his mouth. But before he could face palm with several of his hands, he grinned slowly, gesturing grandly,"hey, I ain't scared a' ya', Spidey!"

"….really?" the arachnid inquired slowly, almost skeptically, and the Centipede took this in stride.

"A 'course! 'Sides, wouldn't it be nice to freak out ol' Jimmy's aunts? Y'know, tie 'em up an' let me give 'em a good beatin'?" the arthropod swung his many arms wildly, sending punches to his imaginary opponent's face. It was then that the lost his balance, spinning once before landing besides the settled spider. The arachnid didn't even blink, only chuckling as he took a long drag from his cigar nonchalantly.

"The assurance is greatly appreciated, Centipede," Miss Spider smiled, and her companion shrugged modestly.

"It was nothin', Spidey." Shifting his gaze from the arachnid's, Centipede looked back up at the stars. "So Angel Fangs, where were we? I think we might've been lookin' at that arrow one," the insect continued, answering his own question, pointing dramatically towards the aforementioned cluster of stars, before lowering his arms, accidentally settling one over Miss Spider's own gloved hand, having been lying at her side.

Centipede felt his face flush heavily, thankful that the darkness hid his blush, and expected the spider to pull back instantly, as was in her nature to avoid any at all contact, but to his immense surprise, her gloved fingers only curled around his own clawed ones.

Shifting his shocked gaze from their entwined hands to Miss Spider's face, their eyes met, aquamarine to lime green, and the many-armed insect felt a grin unconsciously spread across his face. "You don't know what yer getting ya 'self inta', Spidey."

Miss Spider smiled warmly, if slightly embarrassedly in response, a foreign but fitting feature, "I believe I do, Centipede. I believe I do."

A/N: Awww, don't you all just LOVE fluff? Well even if you don't, I do! I got this idea from watching James and the Giant Peach (for the millionth time) and just thought of a little filler fluff set before the 'Family' scene, seeing as how Miss Spider and Centipede seemed to be much more comfortable around each other ;)

Please review!