Chapter 2's up. Like the summary says the story's going to build slowly, but it'll pick up in the next few chapters. Necessary plot devices come first though.

Steve Rogers was alone. He sat on his apartment's living room floor, back leaning against the couch as he stared ahead blankly.

Shawarma. Paperwork. Debriefing. It was all over. Really over. Thor returned to Asgard with Loki and the Tesseract and the Earth was safe.

The suit Phil Coulson helped design for him sat folded on his coffee table, a lump of red white and blue. Steve had brought it back with him and now he couldn't seem to take his eyes off it. The uniform was reminder of who he was...and who he still could be.

Of course his life was never going to be the way it was before, but he was starting to realize that maybe, just maybe, that was okay. Steve was always meant to protect people and that's just what he was going to do. And it was hard. Hard to go on without Peggy. Hard to go on without Bucky and Howard and Dr. Erskine who all saw something special in him even when he just that scrawny kid from Brooklyn. It was hard to go on...but Steve owed it to them to try.

He rose to his feet and gently plucked his uniform from the table, moving to hang it in his bedroom when something caught his eye. A splotch of dark crimson stained into the blue sleeve. Blood. And it wasn't Steve's.

"You all right son?"

The super-soldier blinked. That kid...what had happened to him after that?

Peter was discharged after three days. During that time he managed to lure two nurses over to the dark side, and with their help he collected dozens of extra pudding cups.

"How many of those have you had?" Gwen demanded, hands on her hips. Everything was all packed and ready to go, and now all they needed was the final OK from a doctor. Peter grinned sheepishly.

"Today? Five."


The young hero hastily shoveled the last of the chocolaty goodness into his mouth as Gwen tried to snatch it away, nearly choking he was laughing so hard.

"You're looking better." Aunt May murmured. She was standing in the doorway, smiling warmly. There were dark spots under her eyes but her expression radiated relief. Peter's grief still stung at him whenever he looked at her, but for some reason she seemed happier than she'd been in months. With Peter bedridden his nightly activities had been put on hold for a while, so there wasn't much else to do except spend time with Aunt May. It was kind of nice, actually. They could laugh and talk like they used to, and pretend that they both didn't feel that little hole where someone was missing. The longer Peter was in the hospital the better he got, and the better Peter got the happier Aunt May seemed. His grin broadened.

"They cutting me loose?"

"Just finished the paperwork."

Gwen, smiling brilliantly, threw her arms around Peter, and used the opportunity to steal his pudding cup.

"Hey!" Peter accused, jumping out of his hospital bed, "That's cheating!"

A knock on the doorframe caught their attention. Peter blinked, giving up the pudding war.

Flash Thompson shuffled into the room, looking clearly uncomfortable to have interrupted. Gwen, recovering from her surprise, beamed. She's mentioned that Peter had been injured during The Battle of New York in their last tutoring session and, at the time, he seemed completely disinterested. Yet here he was, nervously clutching a care basket to his chest. It was sweet, in her opinion, even if the guy was a blockhead at times. She'd never seen Flash try this hard at anything before. He wanted to be friends with Peter. Gwen didn't think he'd ever had any real honest friends, and now that Flash had seen a glimpse of the real Peter he'd been pulled into his orbit.

"Hey Parker." He greeted with a crooked grin. "Guess I'm kinda late for the party, seeing as you're about to head home..."

"Nonsense!" Aunt May declared kindly, "We were just leaving, but it's sweet of you to visit." She suddenly had that look in her eye that told Peter she'd had an idea. One he probably wasn't going to like.

It wasn't that he hated Flash. Peter was hard-pressed to name anyone that he actually hated. But that didn't change the fact that the guy had been...well...a total dick. And yeah, Flash had been trying to turn over a new leaf. Studying more, leaving the freshman alone, actuallydoing his homework. And for some odd reason he seemed to be hanging out with his basketball lackeys a lot less and sticking closer to Peter. But still…he was Flash Thompson.

The young hero wasn't quite sure what to make of it to be honest. Gwen had said that he wanted to make amends. Peter wasn't so sure.

Still grinning, Flash handed the basket in his hands off to Peter. Then he just stood there, not quite sure if he wanted to leave or if he wanted to stay.

"Well...See ya at school Monday, eh Parker?" He supplied uneasily.

"Wait now," Aunt May piped up, "Please, why don't you join us for dinner?"

Flash's face lit up for a millisecond before the expression died.

"Can't. Basketball practice tonight."

"I see…" Aunt May paused, looking clearly disappointed. Peter was pretty sure she'd assumed Flash was a friend of his and that was…not quite true but…Flash was clearly trying to shrug it off, still grinning stupidly. But Peter was too clever for that (or y'know, super spider powers and all, he tended to notice more the average guy)

His eyes flickered over his classmate and he noticed the resigned set of his shoulders, the way his fingers twiddled nervously from inside the pocket of his hoodie, and the jittery shaking of his leg. Peter smiled stiffly.

"You free on Saturday, then?" Peter couldn't believe he'd said that. He'd literally just invited the nightmare of his high school life to have dinner at his house. Could he be any more of an idiot? Flash. Dinner. Peter's house. Everything was so backwards. But the way Flash's face instantly brightened up again made it hard to regret his words.

"Sure! got a game until four but after that I'm good."

"That sounds wonderful!" Aunt May announced. And she looked so happy, how could Peter go back now? It was only one night and then he'd be free. He could survive one dinner…right? "Dinner around six sound good?" Aunt May asked gently. Flash smiled, polite but nervous. More nervous than Peter had ever seen him.

"Sure thing, Mrs. P!"

Mrs. P? Peter suppressed the desire to roll his eyes but Aunt May didn't seem bothered in the least, and Gwen simply beamed like she had some devious master plan going on.

Flash, having caught Aunt May's attention, launched into some lively conversation that left her no hope of escape. Save me Peter mouthed at Gwen. She feigned annoyance playfully smacked his shoulder. Be nice she mouthed back. She knew as well as anyone how (to put it mildly) empty-headed Flash could be, but….the guy was doing his best.

"I'll take the bags out." Gwen declared, and Aunt May excused herself to help.

"Hold on-" Flash called, catching Peter's arm as he headed out. "Pete…can we talk for a second?"

Nope. Nope nope nope. Peter would really rather not. He shot Gwen a desperate look.

"We'll go on ahead." She answered. Traitor. When the two were alone Flash shifted awkwardly. Peter didn't want anything mushy and emotional from Flash. He didn't want any apologies or promises that he'd change even though he probably wouldn't. And it seemed that wasn't what Flash had in mind either.

"Look…" he began, jutting his chin out determinedly, "you're good at…English and stuff, right?"

Oh. Oh.

"You want me to do your homework for you?" Peter guessed, sighing.

"No. I-no." He seemed to be having some internal struggle, "I…Well, I got this scholarship for basketball a while ago. But…y'know. My grades kinda suck." That was an understatement. "Anyway, the admissions counselor said since I got a 20 on the ACT if I can write a convincing enough essay they'll probably let it slide." He took a deep breath, "I was wondering if maybe you could like…proofread it or whatever. Make sure that I don't sound like an idiot."

Peter was thrown. Flash wanted him to help with his essay. It was an essay that his future could, quite literally, depend on, and he was entrusting it to Peter. It took him a second to process that and then he was answering before he really even considered the consequences.

"Sure, I guess." Peter murmured, "I'll take a look at it."

Flash let out a huge sigh of relief before pulling a tattered and folded packet of paper from the pocket of his hoodie and handing it over. There was soda stained on the corner and it had no name on it, typical Flash, but it already looked like he'd tried harder on it than he'd ever done on any assignment, like, ever.

"You breathe a word about anything I wrote in that essay and you're dead, you got me?"

"Look, you want my help or not?"

The two held eyes for a tense moment before Flash deflated.


Peter nodded and just like that Flash was back to his usual self.

"You hear about my man Spidey?" He declared as they made their way to the elevator, "He teamed up with the Avengers and kicked ass."

Peter was neither Flash's 'man' nor on a team with the Avengers, but he decided to play along anyway.

"Yeah?" He answered, a tad curious about his classmate's opinion, "How was the fight?"

"Heh. Even after those aliens shot him up he still went strong."

"He got shot?"

"Yeah. Back and arm. Kinda like you, Parker." And Peter was never so glad that Flash was so thick-headed. Flash continued, hardly taking a breath;

"I heard he heals super fast though, so he's probably out there cleanin' up the streets right now."

"Yeah." If only.

Flash provided a continuous stream of conversation until they made it to where Gwen and Aunt May waited just outside the front entrance. Then he paused, glancing around and looking conflicted, as though someone was listening in. Finally, he grinned.

"Thanks Parker." And with that he was gone, jogging to his truck across the parking lot.

Peter stood, shell-shocked. He was pretty sure he's never heard Flash utter a thank-you in the six years they'd gone to school together. It was...unnatural. But kind of nice. Peter carefully tucked Flash's essay into his gift basket.

"Everything okay?" Gwen asked tentatively. Peter smiled warmly.

"Yeah." He answered, slightly surprised by this, "It's all good." Too bad that wasn't going to last very long.

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