A/N: This fic is for all the people who reviewed my last Peter/Gwen ficlet and encouraged me to write some smut for them. Reviews are encouragement for me to finish part two and update! ;)

His lips crash into hers and she pushes back at him, both meeting and resisting. Push and pull, the way her hands find his hair and pull him impossibly closer to her, but the way her lips drive into his almost hard enough to drive him away.

It might have been easy to slow down before everything happened, but right now the only thoughts that are running through his mind are fragments of sentences and little syllables here and there that could very well turn into very vocal moaning if he's not careful. (And he doesn't intend on being careful. Not tonight. Not anymore.)

He's been wanting her for months now. Months. October passed and saw her father's body buried with honors, and November and December saw snow and ice weathering the tombstone. Still Peter's stayed away as much as he could, only slipping up every once in a while. Muttering about being unable to keep promises on a cold day in late October. A chaste kiss to her cheek when he found her crying in her car during lunch on a stormy November day. A Christmas wish in the form of a text message in December. And he's swung by her apartment window more than a few times before remembering himself and his promise to stay away.

Now it's January. The fire escape outside of Gwen's window is icy, making Peter feel slippery, clumsy, uneasy. He hasn't felt this out-of-control of his body since before he got bitten.

Maybe that's a good thing tonight.

He's had it with keeping promises, with staying in control. He's tired of being careful - concealing his identity, concealing his feelings, hiding everything away to protect other people. He's a teenager, goddammit, and never in his life has he felt this reckless.

He wonders how Gwen feels in this moment, her lips so desperately pressed to his, her tongue darting out to meet his. Teeth nipping. Nails scraping. Does she feel the same edge of danger that's coursing through him? That same want? Is she as angry as he is? Is she as happy?

He has her backed against her open window. God, he is so cold. He hoists her body up to sit on the ledge, and his own body finds its place between her legs. Her skirt - so short in this weather, but then, he supposes she probably expected to spend the night in her heated building - is ridden up further than is decent, so he does the decent thing and splays his hands across her exposed thighs, covering her up. The result is her thighs spreading further apart for him, which was not his original goal, but hey, he's certainly not complaining about this new position. New sensations flood him now - her heat against him, and if it wasn't apparent that he wanted before, she definitely knows now. She rocks against him, emitting a tiny whimper into his lips, scraping his scalp with her nails. He groans and moves his hands up to cup her breasts, where the cold air is affecting her body in different ways. (Decency be damned. If anyone is watching them now, the last thing they will notice is that her legs are a little exposed.)

She shivers against him and breaks apart from him.

"Inside," she says. He's never heard a better idea. Inside, inside, under her shirt, inside her bra, under her skirt,inside of her. Inside is a very good idea indeed.

She catches his hand as it tries to make its way under her blouse.

"I meant inside my apartment," she says with a smirk, kissing the hand she just caught before letting go and twisting her body over the sill and into her room. He follows quickly, reddening - though if that's from the sudden change of temperature or from being chastised, he couldn't (or wouldn't) say.

"Shut the window," she says. He obeys wordlessly. She considers him. "And the blinds."

And then she takes her shirt off.

It's as easy as that. Peter stares in wonder. This is more than he's ever seen of a woman in person, and she isbeautiful in nothing but her wrinkled skirt and her white bra. Hands on hips, less shy than he'd expect her to be - no, he's suddenly the shy one.

"Come here," she says, sitting down on the edge of her bed and taking off her boots. Entranced, he sits down next to her, his eyes roaming all over her body, making notes of all the places he wants his hands to be. He kicks his shoes off waywardly.

"Where were we?" Gwen says, her smirk growing before it disappears in a blur of blonde hair and light pink skin, and then she's on top of him, pushing him backwards, kissing his lips and his jaw.

"I'm mad at you," she whispers, nipping at his earlobe. He shivers although he is no longer cold.

"I'm mad at me, too," he says, or more like breathes, as her legs straddle him and she pressed down into him once more, just there.

"My mom's out of town tonight," she says, lifting his shirt above his head. "This whole weekend, actually. She took my brothers to a science fair in Philadelphia."

"So…" Peter says, trailing off.

"So," Gwen says, punctuating the one-word sentence with a nod of the head and a bite of the lip, and then any questions he may have about what that means go away when her hands find their way to the button of his jeans and pop it open.

He knows if he waits any longer to ask, he'll be too far-gone to remember chivalry, so he swallows and chokes the words out while he can, "Are you su -?"

"Yes," she says. He opens his mouth to say something else, and she covers it with hers. "Shut. up," she murmurs into his lips. He marvels at how far the tables have turned, wonders what kind of ride she could take him on. Maybe not swinging across the city via spiderweb, but still a ride, still an adventure. Still just as reckless, he hopes, unclasping her bra from behind. (Spider-senses come in handy when it comes to the mechanics of women's underclothing. He has no idea how bras are supposed to work, but his hands know what needs to be done to get them off - and that's all he cares about in this moment.)

She stops kissing him to let the scrap of clothing slide down her arms exposing the rest of her upper body, and now he couldn't keep his hands to himself if he tried. All the places his eyes mapped out he explores with his hands now. (He wonders if she would be opposed to oral exploration as well. For scientific reasons. To be thorough in his examination of the intricacies of her body.)

She throws her head back just slightly, her lips parted, her breathing coming in quiet hitches and sighs. He elicits the biggest reaction from her when his thumbs rub over her nipples, but she's also quite responsive to his fingers lightly stroking her collarbones.

With another soft sigh, she braces herself with her hands against his chest and then freezes. She looks down, her eyes wide, her fingers clenching slightly over gruesome scars from Peter's first battle with the lizard.

"Last time I saw those, they were red. Bleeding," she says, tracing the white lines.

"People heal," Peter says, unsure of what else to say. He's stuck in that feeling of push and pull, the desire to hold her tight and never let go, or to bury himself deep inside of her and ride through whatever it is between them, or to punish himself by pushing her away once more. He wants her, and he hates that he wants her, and he hates that he loves that she wants him.

It's complicated.

"Not all the way," Gwen says, pulling his mind back to her. "Still - it's worth it."

"Is it?" he asks.

She kisses him and nods.

"Yes," she breathes. Pushes herself off of him and says, "Take off your pants."

He doesn't need telling twice. He stands up and pushes his jeans off of his hips, feeling exposed in nothing but his boxers. A good kind of exposed, though - shy but reckless. A dangerous kind of exposed, he thinks, staring at Gwen's hips, just barely covered by her ridden-up skirt. He touches the skirt, meaning to push it down her legs gently.

The fabric sticks to his fingers.

It rips off.