Disclaimer: Characters within this work were created/owned by Marvel Comics

Fandom: Ultimate Spider-Man

Summary: Peter gives Mary Jane a night that neither will forget.

AN: I would like to thank sean montgomery for her wonderful betaing skills. This fic was written for htbthomas for Yuletide's 2008 challenge. Also, the story takes place prior to the events in Ultimatum.


Peter Parker awoke from a fitful sleep, something that he had not had in a while with all the chaos that had taken place in his life recently. He realized that it wasn't morning because of how dark it was but he also knew that he wasn't in his own bed.

Another fact that mystified him was that there was someone else in bed with him. When Peter's eyes had finally adjusted to what little light there was, he could make out the person's head. It was a very familiar head indeed. The face turned into what little light came in through the window to reveal the features of the beautiful Mary Jane Watson.

How did I… Peter mused as he tried to recollect on the events from several hours ago. It was at that time that Mary Jane, while still asleep, snuggled a little closer to her boyfriend.

He then wrapped his arms around the pretty redhead and went back to sleep forgetting at least for now how they wound up together.

A few hours later…

The rays of the early morning sun shone through the bedroom window onto Mary Jane's face. She found it hard to move around and quickly saw why. Peter's hands were wound around her waist. Gently turning around as not to disturb her boyfriend, MJ was face to face with Peter. He looked so peaceful sleeping there and that brought a smile to her face. She reached out and brushed a strand of hair from his face. Her ministrations stirred Peter as he slowly woke up.

"Good morning, pretty lady," Peter said as he took MJ's hand that was on his face in his own hand.

"And to you as well, handsome," replied Mary Jane with a smile.

For several minutes, they just looked at each other, amazed at how the other looked like at this time of the day.

All of a sudden, Peter rose from the bed with a start.

A concerned Mary Jane asked, "Peter, what's the matter?"

"What happened last night? Did we…," beseeched Peter with a worried look on his face.

"Nothing happened last night, Peter. Just a lot of kissing and snuggling."

Peter could tell that MJ was a little disappointed that nothing else went on between them. He knew how she felt about taking that next step in their relationship but he still wasn't ready to take that step, at least not yet.

"Good because I would like to remember when we took that step in our relationship," Peter said as he held Mary Jane's hands.

"I do too," MJ responded giving a reassuring squeeze of his hands to Peter.

Peter all of a sudden began to chuckle.

"What is it, Tiger?" questioned Mary Jane, wondering what would make him laugh.

"I just remembered something," answered Peter as his chuckles subsided. "Do you remember the day that I told you about me being Spider-Man?"

Mary Jane was quiet for minute and then a light bulb came on inside her head. "I remember, how could eye when you dropped that kind of bomb on me. What about that time makes it so funny?"

"After I showed you proof that I was Spider-Man, you got all excited by jumping on my bed and then Aunt May asked what we were doing. She didn't believe that we were studying and then she interrupted us when we were about to... kiss and handed you the phone with your mom on the other end. That was when Aunt May said that we were being safe."

"That's right! Your aunt really thought we were up to something."

"Uh huh, that was so embarrassing. That scene is etched in my head that I'll never forget it but now I can laugh about it, a little bit."

"Oh, Peter."

Mary Jane drew him toward her in a warm embrace wanting to never let go.

"I should be on my way home. My aunt may be wondering where I am," Peter said, a little reluctant to let go of his girlfriend.

"Even though I don't want you to, I know you have to go," replied MJ as they both got up from her bed.

"I'll stop by later, if that's okay?"

"That's more than okay, Tiger."

Peter finished putting on his shoes and opened the window to Mary Jane's bedroom.

"See you later, MJ. I love you," Peter said as he climbed out the window.

"I love you too, Peter," Mary Jane told him and just before he went out, gave him a quick kiss on the cheek.

With a wave and smile, Peter exited through the window. Mary Jane watched him go with a warm feeling inside of her that showed how much she loved him.

True to his word, Peter met up with Mary Jane later that day and decided to take her out for dinner and a movie. They did not care where they went to eat or what movie to see as long as they were together.

Instead of taking the bus, Peter thought it would be quicker if he web swung them into the city. He picked MJ up at her place by tapping on her window, decked out in his Spider-Man costume. Giving her a signal from his hands as to where he would be, he waited for her outside.

"Why are you in costume, Tiger? I thought we're going out tonight?" questioned Mary Jane who was dressed casually and prepared for their date.

"We are sweetheart but I thought we'd go by Spider-Man Express," answered Peter smartly. "You probably have to hide your face so no one sees you."

"Sounds like a good plan, but where are your clothes?"

Peter showed MJ his trusty knapsack made of webbing. "Are you ready, milady?" Peter asked with a bow.

Mary Jane responded in kind with a curtsey, "I am, kind sir."

She took his web-sack, placed it on her back and put the hood from her jacket up on her head. Peter motioned for her to get on his back and then webbed her securely to him. A quick couple of leaps and they were high up in the nearest tree. Finally, Peter spun a webline at the nearest streetlight and they swung off into the city.

"This sure does beat a taxi or even a bus," mentioned MJ loud enough for the webslinger to hear over the wind.

"Don't I know it. This is one of things I like most about being Spider-Man. Webswinging gives me a way to let off some steam and clear my head when I need to," Peter answered back while he kept his focus on where they were going.

Instead of several minutes, it took them just a few to get into the city and a few seconds more for Peter to find an alley to set down in. In mere moments, his appearance had changed from wallcrawling arachnid to an ordinary looking teenaged boy.

"Now, let's go find us somewhere to grab a bite. All that webswinging gave me the munchies," Peter said as they exited the alley hand in hand.

"How about the first decent place we find and go there?" queried Mary Jane.

"Good thinking, MJ."

They strolled that not overly busy street and the first place that was found turned out to be a burger joint.

"Ah, you can never beat a classic hamburger stand. Plus it doesn't hurt that places like these are always in my price range," mentioned Peter as they stopped outside said eatery.

"I can't argue with your logic, Tiger," agreed Mary Jane as the entered the burger establishment.

They found a table easily as the place was not overly busy. Once they received menus, they ordered their food and drinks. Peter and Mary Jane took part in some idle chit chat before their meal arrived. When their food came, Peter dug right in while MJ laughed at seeing him attack his burger so hungrily.

In no time at all they had finished eating, paid for what they had and headed off to catch a movie. As they approached the nearest theatre it had been decided that Quantum of Solace would be the film they would see. Once inside, Peter paid for the tickets while MJ got their popcorn and some soda to wash it down with.

By arriving at the theatre when they did, the couple was able to find some good seats and waited for the newest Bond film to start. During part of the movie, Mary Jane would rest her head on Peter's shoulder, much to his delight. When she did that, Peter wrapped his arm around her and on occasion would lean his heard against hers.

In no time at all, the film had ended. Holding hands, they exited the theatre with the rest of the crowd.

"I wonder if the producers got in touch with SHIELD about some of those gadgets they used in the picture," pondered Peter as they left.

"You never know," Mary Jane replied.

They made their way to the alley that they arrived in so Peter could take them home the same way they came. Several feet from the alley, the pair heard some sirens that quickly came their way in the form of a couple of police cruisers.

"MJ I should…" Peter got out when he saw the cruisers go by.

"Go," Mary Jane finished for him, disappointed that their date ended this way.

"I'm sorry, sweetheart."

"I know, just go do your thing, webhead."

Ducking in the alley, Peter donned his Spider-Man costume once again and passed his clothes off to Mary Jane after he made a web knapsack for her to put them in.

He then scaled one of the alley walls but before he did anything else, Peter said, "I'll meet you at your place when I'm done."

"I'll be waiting for you. Be careful and I love you," Mary Jane replied very proud of what he was about to do.

"Ditto."

Mary Jane then watched him web swing from the alley in the direction the police cars had gone moments ago.

A couple of hours later

Mary Jane was sound a sleep when she heard a tapping on her bedroom window. She hastily went over to let Peter in.

"Did you miss me?" Peter asked as he stumbled inside.

MJ was by his side and helped him over to her bed before she answered. "Terribly but it looks like whatever you had to deal with put you through the ringer."

"You should see the other guy. Besides, I'm a fast healer."

"Just to be on the safe side, let me take a look."

"Aw, MJ."

Peter gingerly removed his mask and then the top portion of his costume while Mary Jane went to get a first aid kit. He just finished removing his web shooters when his girlfriend returned.

"Now let's see what we can see," MJ said as she switched a light from her nightstand on.

All she could see were a couple of cuts and scrapes that did not look too bad. Mary Jane used some antiseptic to clean them up which Peter winced a little as she applied it. As she went about her ministrations, MJ felt how smooth Peter's skin was. His muscular arms and chest did not go unnoticed by her either.

Caught up in the moment of her examination, Mary Jane began to kiss Peter alongside his neck and shoulder.

"Mary… Jane," Peter moaned out.

That snapped her out of what she was doing. MJ faced Peter and said, "I'm sorry, Peter, I didn't mean to…"

She was caught off by Pete's lips finding hers in a heartwarming kiss as they lay back on her bed.

When they broke apart to catch their breath, a puzzled Mary Jane asked, "I thought you weren't ready for this?"

"I was thinking about this the whole day and I could think of nothing about not taking our relationship to the next level," Peter told her while he caressed the side of her face.

"Oh, Peter."

Their lips met again as they let their hands explore each other's bodies. The passion between the pair began to rise quickly as Peter's costume and boots found their way to the bedroom floor. They broke apart for a moment as Mary Jane removed her t-shirt while remaining in a bra and panties.

They returned to their passionate kissing while their tongues explored the other's mouth. Hands continued to roam and Peter's had undone MJ's bra to reveal her rose tipped breasts. He than began to massage them and teased her nipples to hardness as she arched her back enjoying what Peter was doing to her.

She could feel his hardness against and slowly removed his boxers. Mary Jane returned the favor by stroking Peter's member as it made him moan with joy.

Peter stopped his massaging and caught one of breasts in his mouth as he continued to increase MJ's passion. When he finished he then went to the other. She then lifted his head and brought him back to kiss his lips. He then let his hands move down her body and began to remove her panties.

"You look so beautiful," Peter told her, amazed that he was in love with such a gorgeous young lady.

She kissed him again and then said, "Peter, make love to me."

Placing on a condom, Peter did what the love of his life requested. He parted her legs and slowly inserted his member into her womanhood. Their pace was slow to begin but quickened with a rhythm both felt comfortable with.

"Oh, Peter," uttered Mary Jane as she added pleasurably.

They continued at a set movement until they both reached their peak and succumbed to their loving.

"That was…" Peter couldn't find the words to describe how he felt.

"I know," replied MJ as she cuddled up next to Peter, interlacing their hands.

For the rest of the night, they rested knowing how much they loved each other and that it would not be something soon forgotten.

The End