I got so carried away with this, I honestly didn't want to end it. I'm so weak for friends to lovers, you don't understand.

The first time Peter saw Sam, he was being introduced to the third grade class by the teacher. He had clutched his blue and gold backpack tightly to his chest, and had held his head up high. When asked to share something about himself, Sam had gone into his thoughts on space, and how he was going to be the first kid on the moon.

Flash Thompson had muttered something about Sam being too short to ride the kiddy rides at Coney Island, let alone go on a space ship, but Sam had only glared.

At recess, Peter was by himself on the swings. His neighbor, MJ, was sick, so he was left to fend for himself. Flash had immediately came up behind him and pushed him off the swing, causing Peter to scrape his knee.

The new kid, Sam, appeared out of nowhere and shouted at Flash, yelling so loud, their teacher had to run over to intervene. Sam had helped Peter to his feet then turned around and stuck his tongue out at Flash.

They both received black eyes.

But they were best friends ever since.

"Hey, Pete," Sam called, waving him over. "Check out these beetles. They're blue."

Peter rolled his eyes. "They're blue beetles, doofus," he snorted.

"Shut up, Parker," Sam glared. "At least they're more interesting that those weird spiders you were ogling over."

"Yeah?" Peter smirked. "You know, Harry and MJ are over there looking at the bunnies. Maybe we should check those out next."

Sam glared, and shoved him. "I told you that in confidence, dude. What happened to the Sacred Oath?"

"Remember when you let it slip to Uncle Ben that I failed my math test?"

"Dude, that was in middle school," Sam pouted. "Let it go."

Harry and MJ came up to them then, shaking their heads.

"Are you guys even paying attention to anything here?" MJ asked.

"Of course I am," Peter said. "I've been looking forward to this field trip for two weeks. Sam's the one who's totally lost."

The shorter boy shoved him again, causing Peter to stumble.

Harry rolled his eyes. "You guys are ridiculous."

Peter shivered as something tickled the back of his neck. "Awe, come on, Harry. Can't you sneak us back in later and give us the VIP tour?"

"I don't think so, Pete." Harry smirked. "If I let you back in, you'd probably try taking over the labs."

"That is so not-" Peter winced as something bit him.

"It is too true," Sam argued. "You take over our science fair project every year."

Peter rubbed the back of his neck as he replied, "What, are you complaining that you don't have to do anything? Maybe I'll pair up with Harry this year."

"Wait, dude, no," Sam backtracked. "Come on, man, we've been doing the science fair together since the fifth grade!"

"It's too late, dude," Peter shrugged.

Harry rolled his eyes. "Like I said. Ridiculous."

After the field trip, things moved in a blur.

Peter was ecstatic when he discovered his powers, and spent a solid week debating on how to tell Sam.

But then Uncle Ben died.

Peter went on a rampage, stalking every low life crook in Manhattan, seeking revenge. He didn't really want Sam to know about that part, so he kept his powers secret for a little bit longer.

Suddenly, summer was there, school was out, and Sam was gone. His mom claimed that he went back to Carefree for the summer, but Peter wasn't totally convinced.

He may have been a little more absent than usual, due to his sudden second life, but he would have remembered if Sam had mentioned anything about Arizona. And he definitely wouldn't have just left without telling him, or saying goodbye.

Peter spent the entire summer taking bad guys off the street.

Two weeks before Sophomore year began, there was a knock on the door.

Peter opened the door, expecting an angry MJ or disproving Harry for accidentally ditching them when they were supposed to hang out.

Instead, he gaped as Sam-freaking-Alexander, gave a sheepish smile and forced a wave.

"Hey Pete," he said, and he was avoiding Peter's eyes. "Look, I know I kind of... disappeared, but-"

"Disappeared?" Peter scoffed. "Dude, you practicality dropped off the face of the planet."

For some reason, Sam had the nerve to chuckle. "Yeah, uh, about that... can we talk? Somewhere private?"

Peter stared at him for a moment. Sam seemed... different. More mature. Darker. He was taller by at least an inch from the last time Peter saw him, and the brunet tried not to linger at the sudden appearance of muscle on the shorter teen.

"We can go up to my room," he said finally, clearing his throat, and opening the door wider.

"Where's Aunt May?" Sam asked, stepping inside.

"Cooking class," Peter answered, and at Sam's confused face, he smiled. "It's some kind of world's food thing. Every week is a different culture."

Sam nodded, and they were silent until they reached Peter's room. Peter sat in his desk chair, fully expecting Sam to sprawl across the bed, as usual.

Instead, his friend awkwardly stood in the middle of the room, clutching a bag that Peter hadn't noticed before. It reminded him of the first time Peter met Sam - him standing in front of the classroom, rattling on about space.

"Dude, I-" Sam started, but stopped, and bit his lip. "I'm sorry I... left. I swear, it wasn't planned. Some... friends showed up on night, and before I knew it, I was, uh, gone."

Peter furrowed his eyebrows. "Your mom said you were in Carefree."

Sam winced. "That's not... exactly true. Or, at all true, really. Pete, I was in space."

Peter blinked. "Uh." He gaped as Sam nodded, and stood up straighter.

"Space. I went all over the galaxy, training, and fighting-"

"Sam, I think you're spacing right now," Peter interrupted. "What makes you think you went to space?"

Sam set his jaw, unzipped his bag, and pulled out a gold helmet. "Just hear me out," he begged, setting the bag down by his feet, and holding the helmet like he would a trophy. "I found this thing in one our closets. Mom said it used to be Dads. But it's not just a helmet, see? It's, like, magic, and apparently my dad was a space cop? And the Guardians think he went missing because something to do with the Nova Force, so-"

Sam prattled on, and, yeah. Exactly like the third grade.

Peter did feel a little hypocritical, though. If he suddenly showed up at Sam's door claiming to be Spider-Man, Sam would probably be worried, too.

Self consciously, he tugged at his sleeves, making sure his suit was safely hidden.

"Sam," Peter stopped him. "I think you need to sit down."

Sam pouted. "Dude, you aren't listening."

"Sam, you're saying you went into space, and basically joined some superhero team? How am I supposed to respond?"

Sam glared. "Fine."

Peter hesitated. "Fine... what?"

Sam smirked, and Peter felt a weird churning sensation in his stomach. He watched, confused, as Sam slipped the helmet on. At first, nothing happened. But then it was like an explosion of light in his bedroom, and Peter jumped back in surprise.

Sam grinned, posing with his hands on his hips. He wore a skin tight, blue suit with gold accents, and he was literally glowing.

Peter choked.

"Dude, I can fly," Sam grinned. "I got the whole package. Seriously, come on, I can carry you, and we can go flying right now."

Peter shook his head. "Sam, do you realize what this means?"

"Um, that the Avengers better move over because I'm about to take over their jobs?" he smirked.

Peter grinned, and before he knew what he was doing, he was tearing his shirt off to display his suit underneath.

"Dude, we could totally be a team!"

Sam gaped. "Dude!"

At first, it was difficult.

Peter was used to being on his own; it took him a while to get used to having an extra hand in the field, and an eye in the sky.

The only experience Sam had was with the Guardians. He expected more structure, more support.

It took them a while, but eventually, they got into a rythym. Sam would distract from above while Peter pulled some trick to bring the enemy down, or Peter would taunt and make fun of the criminal while Sam went in for the final blow. And, yeah, it wasn't always a clean take down, but they still kicked ass.

New York had mixed feelings; a quarter of the city loved them, a quarter of the city hated them, a quater of the city thought they were a couple of kids out past their bedtime (which, okay, true, but really? Come on), and the final fraction of the people just didn't know. It didn't help that while J. Jonah Jameson was ranting and raving about them on the big screen, another station praised and glorified them. But most people could agree on one thing; they were a wild card.

They weren't like the Avengers. Their identities were a secret, no one knew where they came from, or the extent of their powers.

Whether it be from a messy fight or a sudden change of heart and side, most people agreed they were a risk to the city.

"We should get Bluetooth," Sam said, causing Peter to halt on his math problem.

"I'm sorry- we need what?" he asked.

"Yeah, like one of those things you see business people talking into all the time," Sam continued, perking up from his sprawled position on Peter's bed. "It'd be so much easier than shouting our plans for the enemy to hear. In space, the Guardians had these really cool comm things-"

"Sam, I don't have enough minutes on my phone plan for that," Peter interrupted before his friend could go on another rant about his time in space.

He loved listening to Sam's stories, really, but he tended to get off topic way to easily once he got going, and Peter kind of liked finishing conversations.

Sam sighed. "Yeah, me either." He collapsed back onto the bed, and stared at the ceiling. "Man, remember when we were kids and we went through that spy phase?"

"You mean the one you never grew out of?" Peter mumbled, turning back to his homework. His spidey senses tingled, but he let the pillow hit him anyway.

"Shut up, Parker. I was just saying it's too bad we can't do something with walkie-talkies like we used to. That's what we need."

Again, Peter froze. He still had the old walkie-talkies, didn't he? They were in the attic. It wouldn't be too hard to tear them apart, fit the inner workings into something smaller, and-

He made his web shooters, didn't he? And that was from spare items around the house and his imagination.

"Pete?" Sam called, and the shorter boy was suddenly sitting on his desk, casually leaning on his arm with furrowed brows. "You have that look on your face. The 'I'm-a-genius-but-nobody-knows-it' look."

Peter grinned and jumped to his feet. They were nose to nose, but both boys had forgotten the definition of personal space a long time ago, so neither flinched away. "Sam, you are a genius," he stated.

Sam blushed. "I am?" he asked, and watched as Peter marched out of the room.

He went straight to the hatch in the ceiling in the hall, and lowered the ladder. Peter could hear Sam following closely behind, but didn't say anything, already wrapped up in different ways he could go about this.

He'd have to be careful so that they didn't accidentally broadcast over CB radios or other kids playing with walkie-talkies. And they couldn't afford to hold a button down the whole time they talked - it would be too dangerous to be distracted for so long.

It didn't take long for Peter to find what he was looking for. Aunt May had always been good at keeping things organized, so all he had to do was look for a cardboard box labeled "Peter's Toys."

Sam found it first and huffed a laugh. "Dude are you thinking what I think you're thinking? I was kidding about the walkie-talkies."

Peter shrugged. "Yeah, but I bet I could make it work."

Sam ripped open the box, and dug around until be pulled out two walkie-talkies. They were old and dusty, and Peter knew without even looking that Sam had a look of unbelief on his features.

"If you pull this off, I'll fly to the moon and bring back as many samples as I can carry," he deadpanned.

"Do you promise?" Peter asked, taking the walkie-talkies from his grasp and smirking.

"Pete, I'm not carrying around a giant box from the '90s in the middle of a fight," Sam protested.

"Neither am I," Peter agreed, climbing down the ladder. He waited for Sam to join him before he closed the hatch to the attic, and went back to his room.

"Then what-?"

Peter turned around, crossing his arms. "Sam," he started, "I have a plan, I have most of the supplies, and you're distracting me. I'll see you at school on Monday."

Sam glared. "Last time you said that, you came to school missing an eyebrow. Forgive me if I'm a little apprehensive."

"Bye, Sam."

The shorter of the two glared for a moment longer before he finally sighed and gathered his things. "Fine. But you better have both eyebrows on Monday, and I don't want to see any burns or other injuries."

"Uh huh," Peter mumbled.

There was a huff, and then he was left to his own plotting.

Monday morning, Peter was late to school. He rushed into his first hour with only a minute to spare, and wasted no time to march over to Sam's desk and drop a blue ear piece on his open text book. He grinned, looking pleased with himself.

Sam stared at it. "I thought we agreed the Bluetooth thing was stupid," he said, furrowing his brow and looking up at Peter who seemed to lose some of his excitement at Sam's lack of.

"But we also agreed that we didn't want to carry around a big box," he pointed out. "this is the compromise."

Sam raised an eyebrow and glanced back down at the ear piece. "Did you turn this thing into a walkie-talkie?"

Peter smirked. "It's a private line, so no one should be able to tap in. I mean, unless some serious hacker wanted to listen in, because I'm not that good, but it should hold out for us. It might be uncomfortable because of your, you know." He glanced around at their classmates, but it didn't look like anyone was listening. "Anyway, I haven't had a chance to really test them yet. I thought we could go out after school and see how far the frequency goes?"

"Dude, yes," Sam grinned, looking like he was about to bounce out of his seat.

Peter beamed with pride, and sat down in his seat next to Sam just in time for the teacher to walk in.

The rest of the day was spent anxiously waiting.

The day Fury approached them was the day that Harry and MJ dubbed World War III. Sure, they had had fights before. Honestly, they argued all the time. But this was... bad. At school, they only spoke to each other when it was to insult the other, and they refused to tell Harry or MJ what was going on.

It wasn't until after school, locked in Peter's room while Aunt May was out shopping that they fully discussed their options.

"We have a good thing going on," Peter fumed, pacing. "We don't need to join some team full of amateurs."

"I've been on a team before, remember?" Sam argued. "There are so many advantages, and we could go on actual missions if we join SHIELD. Pete, this could put us at the same level as the Avengers."

Peter glared. "I don't like the idea of being told what to do, and I especially don't like the idea of leading a team! Sam, I can barely take care of you and me out there, how am I supposed to keep an eye on three other people?"

Some of the tension in Sam's shoulders eased out, and Sam sighed. "You always do a pretty good job keeping my ass out of trouble," he reminded.

Peter looked away, trying to hide his flush. "That's different. You- you're my best friend."

"Well, maybe once we hang out with the others for a bit, and get to know them-"

"No." Peter shook his head, and stopped his movement. "It's different. You... you wouldn't understand."

Sam glared at him for a moment and crossed his arms. "Then tell me, Webs. Tell me what's so different between me and them, because to me, it just looks like you're stubborn."

"I am stubborn," Peter pouted. "It's... Sam, you're important to me. Like, really, really, important to me, and if I ever lost you-. Like you said, if we join SHIELD, we'll go on real, extremely dangerous missions. I have Aunt May, and you have your mom and Kae, and if something ever happened to you, what would they do? What would I do?"

"Remember last summer when I went MIA?" Sam asked, raising an eyebrow. "I went on dangerous missions all the time, with zero gravity and no oxygen. I think I can handle a few Earth missions. If anything, I should be worried about you." Peter wilted, and Sam backtracked. "Dude, don't give me that look. I am worried, like you would't believe, but we'll have a team to back us up. It'll be fine."

"You're not listening." Peter resisted the urge to stomp his foot like a child, and instead stood in front of Sam, his best friend, and placed both hands on his shoulders. "Sam, I can't lose you."

Sam blinked. "Dude, Pete... you won't. It's like you said, we're experienced. We know how to handle ourselves out there. I'll be fine. We both will." Sam reached to put his hands on Peter's shoulders as well, so the two were holding on to each other, gripping the other as if to make sure they were both aware of the others presence.

Peter breathed deeply through his nose, his eyes searching for any doubt on Sam's face. They're so close, he could feel Sam's breath, and Peter felt his knees wobble.

"I'm bi."

And Peter froze. Why did he say that?

Before he could take it back, Sam gave a short laugh. "Okay. If we're doing confessions, I'm gay."

He blinked. "You... you are?"

Sam nodded. "I was going to tell you sooner, but, you know, with a super villain attacking every other day, it made it kind of difficult."

"Oh," Peter said, and Sam smirked.

"Is there a reason you're wrapping up this heart to heart with us coming out, or...?"

"Shut up," Peter glared. "I just... I mean, the reason I'm so worried is because-"

"Peter," Sam interrupted. "If you aren't planning on kissing me soon, then you should know you're giving out some really super mixed signals right now."

He huffed, but pulled Sam closer to him, so that their lips met. It was light, he could barely feel it, but he still felt his face flush. It only lasted a few short seconds before Peter pulled away, looking at the floor and avoiding eye contact.

"If it means anything," Sam started, his voice soft, barely above a whisper. "I do understand why you don't want to join SHIELD. You're worried about the harsher missions, which is understandable. But I want you to know that I do want us to join because even though the missions will be harder, and more life threatening, at least with SHIELD, we're guaranteed medical benefits. We aren't invincible, Pete, and you and I both know we can't just swing or fly into the hospital for x rays or pain meds. Just... think about it. Please?"

Peter finally looked up, and met Sam's eye. "Yeah," he sighed. "Yeah, I'll think about it."

When Sam smiled, it looked relieved. "Good. And, you know, whatever you choose, you know I'll have your back, no matter what." After a moment of hesitation, he slowly leaned in to give Peter's lips another peck. "We're a best friends, remember?"

Peter blushed, and smiled back. "You know, if we join SHIELD, we also lose our cool walkie-talkies I spent so much time working on."

"No way, dude," Sam smirked. "We can use them for our own, secret missions."

Peter rolled his eyes. "We haven't even joined, and you're already starting trouble. Typical."

"Obviously. You've known me for how long?" Sam grinned.

Peter laughed. "Too long." He bit his lip, and slowly pulled himself away from Sam. "Come on. If we're going to do this, you're going to have to fly me up. I don't think my web shooters will get me all the way up to the helicarrier."

Sam absolutely beamed, and after a quick change on both of their parts, they flew out the window and into the blue sky.