Author's Notes: This work has been censored to meet FF's guidelines. The full, uncensored version is up on my AO3 page. That being said, it is still rated 'M' for a reason.

Prompt fill. AU of Marvel's Ultimate Spider-Man: Web Warriors (Earth-TRN123) where Spider-Man turned down Fury's offer in season one. Nova is openly bi. The team still enrolled at Midtown High, but neither he nor they know their secret identities.

And Peter is, as ever, an unreliable narrator. More notes at the end.

Original prompt: (AU) Character A is jamming out at the bus stop, singing out loud, when Character B notices them and calls them out on their major dorkness.

For those of you that care here are the full lyrics to the song Peter is singing. Not sure if this technically makes it a crossover since it's already an AU...?
It'll Be This Way Forever by "Sevr'al Timez" (Gravity Falls)
C'mon baby won't you fly away with me
Take my hand it's destiny,
We don't need nobody if we stay together,
Girl, just take my hand and it can be forever,

Up into the sky girl, we're gonna fly,
Look into my big blue eyes,
Girl, you know it's destiny,
Take my hand and you're gonna see,

Stay away from reality,
It'll be this way forever

(See the end of the work for more notes.)

It's so late that it's actually early. My everything hurts, and I'm tired. The bus cannot possibly get here fast enough. At least I'm the only one here.

Hang on, why is Peter Parker, AKA the amazing Spider-Man waiting on a smelly city bus instead of swinging through the city? Well…

"Smell ya later, Manhattan!" Spider-Man said swinging toward the towering Roosevelt Island support pylon of the Queensboro bridge. "No seriously. Sorry about the mess, you should probably get that checked out," he says to himself as he gracefully pulls through the swing, launching his body at the next support pylon.

With a thwip, his next web line sticks and he grips it tight while swinging wide. He releases the web and arcs his body towards the Queens abutment. His next web line shoots forward and lands sadly in the East river with a faint, wet 'plip'. "Ulp. This is gonna leave a mark."

Heheh, so yeah... It's actually faster to wait on the bus right now. Believe it or not.

It's cool, I've got my phone slash music player to keep me company. Oh! Speaking of, it's my jam!

"C'mon baby won't you fly away with me, take my hand, it's destiny!" So what if I sing to myself. Out loud. At a public bus stop. It's a free country!

"We don't need nobody if we stay together, mmm, just take my hand and it can be forever!" And OK, I might be dancing, just a little bit. But it's not like anyone's here.

"Up into the sky, oooh, we're gonna fly, look into my—"

"Sev'ral Timez sings it better."

"Gah!" I spin around, pulling out my earbuds, but no one's on the street. I look up. Nova waves at me from where he's floating in the air, smirking. The sexy jerk. Stupid. I meant stupid jerk. I feel my cheeks flush.

"You always rock out by yourself at bus stops?" he asks, posing like he was leaning against a wall. Except he wasn't leaning against anything. Showing off his totally cheating flying powers. And no I'm not jealous.

"You always bug innocent citizens minding their own business?" I snap back, glaring at his glowing, blue eyes. He laughs, almost like he was surprised. Not sure why, I mean, this is New York. I've been punched saving pedestrians. By the pedestrians I was saving!

"Whoa there, turbo. I'm just making sure innocent citizens don't get mugged," he says, raising his hands up in mock defense. I feel my cheeks growing hotter.

"I can take care of myself!" which is sort of true. I could probably take out a mugger as Peter Parker without giving away my secret identity.

A chibi Peter is being held up at gunpoint by a ski masked man in all black. "Oh my goodness the amazing Spider-Man is coming to rescue me!" Pete cries out, then screams and runs away as soon as the mugger looks away.

Yeah, that's about right.

"Oh OK. Big bad nerd can stop a mugging, sure. Whatever," He floats down closer and, is his glow a bit brighter? I wipe my palms on my jeans. I'm kinda wishing really hard for some numbskull villain to show up, like, now. It's so much easier to talk to him when I'm being spectacular as Spider-Man.

"Hey!" I throw back my shoulders and glare up at him, pulling my undershirt tight. I'm no Thor, but I like to think I'm cut. Apparently Nova agrees because he whistles at me and leans in closer, leering. My heart does a flip.

"Dayum. Lookit you," he says. Is he… ogling me? Way to be a Nova-creep. Though I am kind of surprised he noticed. He's always going on about S.H.I.E.L.D. whenever we've teamed up. It's like the only thing he talks about.

Spider-Man is webbing towards the sounds of a villain stand off when both of his home-made web shooters jam. "What? Really? Come on!" He tries to aim for the nearest building, but he's already released the last web line and has no leverage. He smacks the shooter as he starts falling "Argh, you stupid, stupid—" Nova catches him, bridal style and starts flying them both back towards the villain du jour.

"Woah, hey there, Spidey! Don't worry, Nova's got your back! Did your shooters jam, again? Or did you run out of sticky stuff this time? Heh, sticky. You really should upgrade that tech. Need to keep that sexy butt from getting splatted when you're out on your own," Nova says, giving Spider-Man's butt a squeeze. Spider-Man unclogs the jam and reloads the shooters.

"Haha, yes! Later, Bucket Head!" he says as he leaps out of Nova's arms and into the fray.

Totally not my idea. The team ups, I mean. Fury keeps trying to recruit me by flinging his pet superheros at me. It's super annoying. Ha!

Get it? Super? Because they're… OK you know what, nevermind. He's like, never shown any interest in Spider-Man before.

Spider-Man is perched on the corner of a skyscraper, watching over New York, New York and listening to the police bands. Nova streaks by above, then loop-de-loops back. He makes a slow fly by, wolf whistling at Spider-Man before resuming his previous course.

I didn't know he even swung that way.

Nova and Spider-Man are sitting on a roof's edge, amid the remains of a fast food taco dinner. Spider-Man is staring off in the distance while Nova is playing with his phone.

"Hey, you know I'm bi, right?"

"That's nice, Nova," Spider-Man says absently.

Haha, swung.

OK, but seriously. He is definitely leering at me under that helmet. I know what I should do, I should put my earbuds in and ignore him. He'll get bored and go away, probably before the bus gets here.

But he's smirking that stupid smirk. The one that makes me want to punch and kiss him. Before running it by my brain my mouth blurts out, "Oh yeah? What are you gonna do about it, spaceman?"

Stupid. Stupid. Stupid. Peter Parker is never that sure of himself. But it isn't like Nova even knows my name, much less that I'm acting too confident for my unsuited self.

I resist the urge to check my backpack to make sure my suit isn't sticking out. I know it isn't, and checking would just draw his attention to it. He definitely, couldn't possibly, know about me being Spider-Man.

Instead, I tilt my head and ogle him right back. I don't usually have time to enjoy the view, but his suit fits him in some places like a second skin. He's lean and toned and smiling in a way that makes me think I'm about to be pounced.

Spidey sense is too quiet for that, though. I lick my lips and yeah, nope. Totally pounced.

His arms and lips are warm and my skin tingles where he's touching. Spidey sense does not work on kisses, apparently. My hands are on his hips, and I can't decide if I want to push him away or pull him closer. Then I realize that my feet are no longer on the ground.

I open my mouth and his tongue is there. Running over my teeth, now pressing up against my palate. I think I moaned. I push my tongue against his and run my hands up his chest, across his shoulders. Was I going to say something?

His hands slide down my back, grabbing my butt. I jerk my hips forward in surprise, rubbing my semi against him. Nova moans into my mouth and grinds his hips against mine.

Ah, did I say semi? Because I am definitely hard, now. And we've moved, at some point during that kiss. My back is up against the rough wall of a nearby building. There isn't any ground beneath us and I have to force myself to not grab onto the wall. That would be a really stupid way to come out. As Spider-Man. I mean… well OK, this is actually pretty gay.

I so punned on purpose.

Nova bites my lower lip and I definitely did not squeak in surprise. I feel his lips smirking against mine before he pulls his face back and says, "Whatever I want."

I might have shivered, just a little. His voice was just so rough, and so sexy. It took me a second to remember that I'd asked a question. Me and my big mouth.

I definitely want more, but… I probably shouldn't 'have relations' with my sometimes co-worker. No matter how sexy he is. Even if he has no idea that I'm really Spider-Man. Possibly, especially because he doesn't know Spider-Man's secret identity.

He ducks his head down and rubs the back of his neck with one hand, "Uh, I mean, you know, if that's cool. With you?" His voice is still low, and his lips are swollen from our kissing. He is also kind of, ok, a lot of adorable right now.

No, Parker, focus. Focus. I open my mouth to say something sensible, something responsible. Like, maybe "Well, this wasn't weird at all. But I've got to get go get ready for high school now. " or possibly "Oh, haha, wouldn't you know it, I left the oven on. Better get back before the flat burns down." or even the good old Parker standby of "Sorry, gotta go do stuff now, bye!"

But instead of anything reasonable coming out of my mouth, I blurt out, "You taste like sunshine."

He stares at me, probably in awe at my amazing flirting 'skillz'. It's making me more nervous than his kissing, so I add, "It's kinda hot."

Stupid, punny mouth.

He smirks and chuckles, "You are such a dork."

I flash him Awkward Parker Smile Number Nine, but before I can start babbling he's kissing me again. I kiss him back.

He really does taste like a sunny day.

Then his hand is down my pants, under my boxers, on me. If we hadn't been kissing I'm pretty sure I would have shrieked like an idiot. Because, OK, yes, hawt, but also actually hot.

Not painful, though. And, yeah, that also tingles. And is just a little weird.

[censored for FF's guidelines]

"N-Nova, I'm, I'm," I manage to gasp out. I clench my hands into fists and feel the rough brick crumble away. Then I'm over that line, gasping and sobbing.

Everything is a hazy kind of blue right now. Nova grins up at me as he wipes the back of his arm across his face.

"You ready for this?" he asks, voice low and rough. He grinds his bare erection against my now soft prick. I groan and contemplate if I have the energy to ask if he actually has any lube. But that wasn't apparently what he meant, because he takes that for a yes. He jerks me up the wall, and I'm almost too exhausted to let that pass, jerks, heh, like jerking it.

What? I said I was almost too tired. I think I'd have to be unconscious to resist a terrible pun, come on.

Heh.

Anyways, he's braced his legs around my chest with his knees under my shoulders, keeping me pinned and supported at the same time. I go to wrap my arms around his waist, but nearly panic when I realize I have bits of brick stuck to my hands. Normal guys probably don't crush brick when they orgasm, also probably don't randomly get stuck to things either. Not good. I wipe my hands on my pants, ugh, not pants, thighs. I'm pretty sure my pants are somewhere on the ground below us.

Great.

I open my mouth, but before I can say anything his hand is in my hair and he's shoving...

[censored for FF's guidelines]

...his communicator beeps.

"Fucking really?! Now?" he snaps, bringing his communicator up to his face. His other hand grabs my hair. I shrug and hum something in agreement, his grip tightens but he doesn't stop me. "What?!"

"Jeeze, calm the flip down, Sam. You aren't back yet and Fury's pretty peeved," says, I think, Power Man, from the com. See, this is exactly why I don't want to join S.H.I.E.L.D. Constantly having your every move tracked, having to check in or risk Fury's wrath. Keeping track of a team of newbies. Way too much like work. Ugh.

So Nova goes by Sam, huh? "We have double training tomorrow, because of you—"

Well, I'm obviously not supposed to be overhearing this conversation, so I pretend I didn't hear his name. I can respect the whole secret identity thing. He bites his lip and glares at his com. Sam… Why do I feel like I should know something?

"The blame is all of ours. There is no honor returning from battle without—" that wasn't the same voice, he was so chill it could only have been Iron Fist.

"Danny, man, I know. OK? Ugh, he keeps giving me that stupid look of his and spouting his fortune cookie nonsense at me." Power Man's voice came back through the com.

Something about a Sam, with a Danny, niggles at the back of my mind.

"Yeah, yeah, OK. No one fuckin' left me on the 'field of battle' or whatever. I told you guys I was fine and going for a fly before heading back. Tell Iron Fist to stop getting, or actually to get, high or whatever." Nova snaps back.

"Man, I'm just tryin' to watch your back. Ava's still giving Fury her after action report. If you aren't back when she's done—"

My stomach drops out from under me like a missed web line. Crap. That's where I've heard those names before. Nova shoves my head back down his shaft, and I just know I'm right.

That jerk that's busy taking up, like, all of MJ's time. When she's my bestie, not his. Always distracting me at the worst possible times in class with his stupid drawings and lame jokes. It's Sam's hand in my hair, now. It was Sam's mouth on my cock, sucking me dry. It was Sam's gloved hand stroking me, teasing me. Sam's stupid space glow getting me off.

I'm kind of mad, but I really do get the secret identity thing. Hello, Spider-Man here. I don't really have a leg to stand on.

I have eight!

Haha, spider jokes.

Hey, I'm not gonna lie, Sam is pretty cute. For a short guy.

I realize he's talking back to, going out on a limb here, Luke, "—and tell White Tiger to calm her tits. I'll be there soon, Nova out!" he finishes, turning off his communicator and bringing his hand down to my head. He threads his fingers through my hair and grabs my head with both hands. "Sorry, baby boy, gotta make this quick."

Well, there is no way this isn't going to be awkward, because trust me, I know my luck, he is going to find out I'm Spider-Man. I can either own up to it now, or have it come back to bite me, possibly literally, at the least convenient time possible. Still, I make a noise that could be interpreted as agreement and relax my throat.

[censored for FF's guidelines]

"Ah, yeah, that's it, drink it..." his words are breathy and slurred, and his power is more like a fire than a glow.

He shudders one final time and his grip on my hair relaxes into gentle petting. I shift my weight and stick my feet against the wall. Slowly, I pull away. He hasn't noticed my wall clinging just yet. I rub my wet face against the fabric covering his thighs, then prop myself against the wall, as spiders do.

He's still blissed out and floating before me, literally floating. I can't decide if it's funny or annoying. Seeing him like that, I start to chicken out, almost dropping back down against his hips so he's supporting my weight again. Then it's too late, he's realized he isn't supporting me any longer. He starts and reaches out, lightning fast, to grab onto me. I wish his helmet didn't hide his face, I bet his expression is priceless.

His glow is too bright to see his eyes now, but he's gaping at me like a fish. It's pretty funny, but I very manfully resist the urge to tease him. "That's exactly why I told Fury to bug off. I hate curfews."

"Are you serious?!" he wails.

I make my Serious Face and say, "Curfews are the worst." He flails and makes little noises of frustration.

"You're Spider-Man," he hisses at me through clenched teeth. "Pe—" I lean in and kiss him, just a quick peck.

"Hello, secret identity," I say. I can practically feel his glare, no scratch that I can literally feel his glare. His stupid glow is lightly zapping me where it's touching me. Jerk. "Anyways, someone needs to remind 'Power Man'— " I make air quotes with my fingers as I say his superhero name "about how important using superhero names on the superhero communicators are." I add, as if that explained anything. Nova crosses his arms and looks away, sulking.

Except if I call him out on it he'll just deny it and sulk even more obnoxiously. I tug him back in to me by his golden belt, then lean in to give him a real kiss while tucking him back into his suit. And while yes, that would have been hilarious for him to find out he'd forgotten after he'd gotten all the way back to the Helicarrier, dealing with Fury is going to be bad enough as it is. Thanks.

I half expect him to blast me, since he knows now that I can take it. But he grumbles something indistinct against my lips that I decide means, "Thanks Spidey you're the best." because I am seriously way too tired for our usual song and dance. Come to think of it, he must be pretty beat, too.

"Anyways, since some idiot ruined my favorite pants," I say, giving him my least amused look. He pretends to buff his nails on his chest and examine his fingers in feigned disinterest. His smirk kind of ruins it though, "I gotta change and somehow make it up to the not-so-secret flying spy base, somehow." I drop down to the alley below, and ew, yeah, nope, New York alleys are disgusting, and those pants are toast. I make a face as I retrieve my phone and wallet from them and put them in my backpack. Ugh, that is going to need some serious fabric refresher and sunshine to be even close to useable.

"Oh, I'm sorry. Is the asshat that's been ignoring us for weeks suddenly realizing he needs a team?" Nova snaps as I'm changing into my suit.

Man, I have been kind of a jerk about this whole S.H.I.E.L.D. thing, haven't I? Watching them fail to get it together. Snapping at them when they got in my way. Telling them to back off when they saved my bacon. I stare at the face of my mask for a moment.

Crap.

In trying to prove myself as a hero, I've been a complete asshole to some of the people that need my skills and experience the most. I look up at Nova and say, "You're right. I've been a total jerk to you. Not just you, I mean, yes you. I mean, ugh." I pinch the bridge of my nose and let out a breath, then pull my mask on. "Nova, I'm sorry I've been an a-hole. It was really uncalled for." I pull on my web shooters and double check the fluid levels, both over half way. The defensive set to his shoulders relaxes at my apology and he floats down to be eye level with me.

"Yeah well, we're kind of a shitty team, anyways," he says, tired enough to be more bitter than sarcastic.

"Hey! Don't talk about my team that way!" I say back, going for mock sternness. He offers a wan smile and I pull on my backpack. I briefly contemplate all the different ways he could carry me to the helicarrier, before I somersault over him and perch on his shoulders.

"What the flark, Spidey?"

I point dramatically into the sky and cry out, "Heigh-ho Nova, away!"

"Ugh, you are such a dork, Webs."

I balance my weight onto my hands and play-kick at his sides, "Mush! Bucket Head, mush!"

"Ugh, fine! I'll show you mush!" he says, taking off. I shriek and hang on as we rocket up, over, and out.

-fin-

Additional Notes: Really, all the stupid stuff no one but nerds care about. So of course I'm going to put it in here because I am nothing if not a major nerd.

Since Pete never went to the Helicarrier he doesn't know Principle Coulson is actually an agent. Yet.

MJ seems like she fits in with all the cliques, and strikes me as being quite friendly in the show. I figured as long as the team enrolled at Midtown High MJ would still be friends with Sam.

This was supposed to be smut, so I don't really have a timeline for this laid out. A few weeks after Fury asks Spider-Man to join SHIELD in season 1 episode 1, I guess? Maybe?

Now for the really stupid nerd stuff maybe one other person cares about. Nova's strength is recorded at lifting 20 tons in Earth gravity on the Marvel Wiki (Technically 616 not TRN123, but TRN123 is listed as having the same powers as 616, so same thing.) Which is actually the same power level as Spider-Man. So you know, if THAT was the part of the story that gave you problems, well... [Nova keeps Spidey pinned in one of the censored scenes. You can read the uncensored version on my archiveovourown (AO3) account.]

It is kinda my headcanon that Peter tries not to cuss, which makes writing smut from his perspective challenging, and I wanted a challenge. But I figured when he's relaxed, well.

I tend to think that Sam cusses like any other teen, though sometimes in cosmic space language because, you know, that's a thing in Marvel. Das't and flark, for damn and fuck. But I seriously giggle everytime I read flark, or flarking. That is a really dumb fake word. Sam has never said 'Blue blazes' in the canon of the cartoon, that was a thing Nova Prime-616 (Richard Rider) said and I just couldn't resist. Maybe I should do a StarRider (Peter Quill/Rich Rider) pairing? [Again, from a censored scene.]

And WTF Peter? Why can't you just have sex, why did you start making a plot happen? This was SUPPOSED to be smut. God, I see why everyone pairs you with Deadpool now, it's impossible to get either of you to do what the author wants.