DEDICATION: To Mandy -- because she asked, and because I really needed what she'd give in return.

PERMISSIONS: Mandy has the only permission to archive this one, other than -- oh, you know -- myself. Please do NOT MST but go ahead and Pop-Up if you want. This fic became fun as it went along.

FEEDBACK: Exceedingly important, but in point of fact, if you have not got anything nice to say, don't say anything at all. It has been an unspeakably cruel summer, and I am liable to get all homicidal if someone flames me.

Angelo Espinoza got off the bus and glanced around New York City. He hadn't been able to save enough to get back to his native LA -- not that it would've been a good idea to go there anyway. But he was depressed. And he was homesick. And it was February. The combination was a bad, bad deal for the Latino boy. Especially since the new student contingent at the Massachusetts Annex of the Xavier School for Gifted Youngsters was full of gorgeous new students -- none of whom he could ask out.

Okay, that was an oversimplification, he corrected himself. He *could* ask out Brandi or Sandi or any of the six rich girls named Victoria. ~Si,~ he mused. I could ask 'em. ~An' then I could walk away with my tail between my legs as they hammer me into the ground.~ Angelo pulled his hands from his pockets and examined the grey skin that made him a social pariah except around his other mutant classmates. And they, of course, weren't even social pariahs.

Jubilee, cute like a pint-sized Lucy Liu, could get dates, even though she cracked bubble gum and chattered non-stop at five hundred words a minute. She had more energy than the damn Pikachu that was so faddish these days, and the boys thought she was adorable.

Everett looked like your typical boy band singer. Classic good looks, shaved head, nice clothes, and his mama raised him right.

Hell, even Jono got girls once Monet's rumour about horrible pus-dripping sores being beneath his bandages dissipated.

But Angelo, even explaining his looks with "a skin condition," remained outre. He wasn't educated like Everett. He wasn't all brooding and mysterious like Jono. He was just a poor boy from East LA, with an accent. He was told, regularly, by other students -- boys and girls alike -- that he was "only here because of the scholarship..." and that "otherwise, he'd be back in the barrio with his own kind, gangbanging," and that he "dragged the collective IQ of the place down."

So he was in New York for the weekend, and the hell with Frost if she planned to give him shits or demerits for it. He was not *about* to spend a weekend with his friends -- who all had *dates* -- for the Sadie Hawkins day dance.

Mierda, Ange thought. I miss Torres. She was a bitch and she would've sold me out to Bastion, but damn it, she at least loved me once. He hunched his shoulders against the icy wind off the Hudson. Too proud to stay and let your friends know you're lonely, eh muchacho? Angelo poked at himself mentally. ~Why should I rain on their parades? What good will it do to mope and make them all feel guilty for puttin' on their best suits an' dresses knowin' it'd just be me, my cigs, an' the computer?~

He dragged a hand across his eyes. ~Damn wind,~ he thought, knowing he was lying to himself.

@@@@@@@@@

Mattie Franklin sat on a rooftop, the wind blowing through her hair. She had been on this rooftop, clinging with her fingers and soon-to-be-frostbitten toes for three hours, hoping her idol, her hero, her role model, would show.

But there was no sign of the Amazing Spider-Man.

~I just wanted to ask him some advice,~ she thought miserably. ~I mean, he's got the cool powers and stuff, and he said he was, like, my age, when he got his powers. So how did he handle *life*? How did he handle *school?*

Matt shivered, but not from the cold. A boy in her Chemistry class had made a grope for her. She had reacted out of pure instinct¡¦ut one of the crazy, human-scale Spider Legs she'd 'inherited' in her first adventure as the new Spider Woman had snapped out from her back, torn through her shirt, and slammed Bobby McGinnis against the wall so hard the wind was knocked out of him!

She had realized almost instantly what had happened, and retracted the leg back into her skin. But there was no hiding the torn shirt, or the fact that the kid had flown 30 feet. People were already beginning to talk. The Teenage Gossip Information Network was buzzing. "Is she a mutie? Oh, man, suck!" She was becoming a social pariah.

~I bet Spidey doesn't have these problems,~ Matt thought bitterly. ~He's cute even in costume. I bet he is a babe and a half under the mask.~

She paced up and down the side of the brick wall to keep warm, her Doc Martens hanging around her neck. ~I'm so high up no one will see it's me. I need a new costume, and I'm *not* wearing that rag I had left over from that mess with Doc Ock!~ Actually, she was wearing it under her civilian clothes, because it was insulated and warm. But the boots, gloves, and awful mask were already shredded at home.

~Great,~ Maddie sighed. ~I can't find Madame Web or Jessica, Whatserface, the other Spider Woman, has gone back to Colorado, and Spidey's pulled a Houdini. I'm gonna be a social pariah and there's NOBODY I can talk to about it!~

She sighed and put her shoes back on, returning from the roof to walk down to the elevator. She was in no mood to go home and listen to her father's lecture. She was in no mood to deal with Aunt Marla; well, that wasn't true. She loved Aunt Marla, but she couldn't stand his husband Jonah. The man had a serious Jones against Spider-Man, and the man's steadfast refusal to get over himself had Matt wanting to throttle him within moments of entering his presence.

@@@@@@@@@@

Angelo paused with a cup of espresso clutched in his hands, and stared forlornly from the food court of the Manhattan Mall. ~Mierda, I *hate* February.~ The Hallmark Store down the hall had all sorts of red and pink Valentine's day foo-foo. The Sam Goody had music to invite someone to the Sadie Hawkins Day dance to. He blew smoke out of the side of his mouth and shook his head.

Downstairs, Mattie pressed the button for the elevator. She was still not ready to go home, but hanging out in the food court sure beat the heck out of freezing herself into an early grave. Besides, with the window view, she knew she could continue to watch the skies for her red and blue clad mentor. She pressed herself into the glass elevator, face against the window, and watched anxiously for any sign of Spidey on her way up to the seventh floor.

Angelo crushed out his cigarette in the ashtray provided - thanking the powers that be that there were still some Smokers OK places left in the world. Then, he descended the escalator, and loped toward the arcade, following the siren song of video games. ~I got me some quarters, and I got me a 'tude. Time to kick some ass without that stupid ass red costume.~

Mattie munched tempura and stared forlornly out the window. ~Okay, so I suppose he has a *real* life,~ she finally told herself. ~And it's not like he returns the sentiment as much as you want him to. It's not like he'd become your *boyfriend* or anything and let you show him off around school. Duhhh.~ She realized in her daydreaming she'd become distracted and broken her chopsticks. ~Suck.~ She got up, dumped her tray, and headed for the escalator. ~Yeah. I can completely demolish some boy who thinks he's hot shit on TEKKEN¡¦hat'll make me feel better.~ Her mouth quirked into a competitive smile.

She scoped the room, and chose GAUNTLET LEGENDS instead. There was a slot free; a tall, lanky, dark-haired kid in a battered leather jacket was the only one playing. "You mind if I join?" she asked politely. ~Don't spaz. Don't spaz. You might get bumped by somebody in here. Don't spaz out and leg them to death.~

"Suit yerself," came the reply, modulated to carry over the cacophony of digital music and sound effects. He glanced sideways, gave her a brief smile, and went back to concentrating on his wizard.

Angelo glanced sideways again, as the short-haired girl stepped up to the machine, thumbed her quarters into the slot and rezzed up the Blue Valkyrie. "Looks like you could use the help, there, Wizard." She smiled, and turned her attention to the screen after a challenging little grin.

~He's cute,~ Mattie thought, fighting to keep her eyes on the screen.

~She's hot,~ Angelo thought, forgetting his place in the game and groaning as a skeleton killed his Wizard character. He thumbed in a few more quarters and picked up where he left off.

@@@@@@@@@@@

Two trips to the change machine later, Angelo and Mattie had progressed from the lowlands to the castle, and were about to take on yet another legion of Undead.

"So, you got a name, Valkyrie girl?"

"Mattie. What about you, Wizard boy?"

"Angelo." He gave her a salute off the tips of his fingers by way of greeting. ~She's *talkin'* to me!~ Angelo marvelled. ~Who'd'a thought in New York, with all the shit that goes down here, that some hottie would talk to *me* in an arcade?!~

"Nice t'meetcha Angelo. I'll shake your hand after - WHOOP! - I nail these demons!" Mattie stuck the tip of her tongue out of her mouth and bent her knees, body language showing her intensity as she worked button and joystick to send her Valkyrie on a rampage of destruction. "Hey, you wanna blow this pop stand after we finish this round and go get a burger or something?"

Angelo was so startled he nearly lost his wizard character again. "Si, cool." ~Either she's blind or she's crazy, but I'm not passin' it up either way.~

'A Burger' turned out to actually be dinner at Koukla's, just below Madison Square Garden. The waiter gave the two scruffy teens the hairy eyeball until Mattie showed them she had her aunt Marla Jameson's credit card. He attempted to continue with the condescending act, but Mattie headed straight for the phone to call 'Unca Jonah' and tell him the mean old waiter wouldn't let her have dinner. They were seated immediately.

"Okay, either I'm having some kind of fever dream and am lyin' unconscious in an alley 'cause somebody knocked me in the head with a bottle of Olde English 800, or you are one ballsy chica," Angelo declared, twirling his cigarette uneasily. This restaurant permitted no smoking.

"You can keep up with me in a game of Gauntlet, and you're cute. I would rather hang with you than go home to my oh-so-drab father."

~I'm - CUTE?!~ Angelo repeated mentally. ~Okay, so I'm lyin' unconscious in an alley.~ But he couldn't help the silly grin that was pulling at the corners of his mouth. "So what brings you, rich girl, to the arcade, anyway?"

"Duh," Matt teased, "See above about mundane drab dad. He has serious cope failure and issues with me livin' my life the way I wanna live it."

"Yeah? I had serious issues with the way life was where I used to live, so I moved out here," Angelo replied. It was * mostly * the truth.

"Yeah," Matt answered. She glanced around furtively, then leaned in close to whisper into Angelo's ear. "See, I've got these powers, and he * freaks * that I use 'em for superhero stuff." She blinked. ~Now why did I come right out and tell this guy that?! Okay, so he's cute, but sheesh¡¦ have a secret identity to maintain! I guess I'll just have to venom blast him if he decides to be all lame and freaky.~

~No! Too good to be true!~ Angelo thought. ~And with that in mind¡¦ "So, what, you're a mutant and your father can't deal?" He quirked a brow curiously.

"Nah, nothin' like that. I kinda got 'em out of this cosmic box of cracker jacks. Long story. I had a 3 in 5 shot of getting something neat, a 1 in 5 shot of going nuts, and a 1 in five shot of dyin'. I lucked out and got Phenomenal Cosmic Powers!" Matt glanced around to make sure her voice hadn't carried.

"Parents just don't understand," Angelo commisserated with a grin. "So, okay, after we eat, you're gonna take me on the Big Apple tour, right? Since I'm like all outta towner and whatnot?"

Matt pouted. "Outta towner?" Her face fell.

"Well, not * that * far outta town," Angelo hurriedly corrected. "Just outside Boston."

"Oh, well, cool, then. I thought you lived in like Arizona or someplace. I think that's too far for me to fly."

"You can fly," Angelo extrapolated.

"You don't seem surprised," Matt observed.

"Yeah, well¡¦

"Why aren't you surprised, Angelo?"

"You really wanna know?" Angelo asked, gazing over the tops of his shades at her.

"Yeah. I really wanna know."

Angelo took his turn to glance around and make sure no one was watching or listening. Then, with a slow smile, he extended one finger the full distance across the table to touch Matt on the nose. "That's why."

Matt jumped and nearly knocked over her water, but her grin was so heartening Angelo nearly forgot to retract his finger.

"Y'know," Angelo said, as he lifted his Coke to his lips, "I believe, Mattie, this is the beginnin' of a beautiful friendship."

"More'n that," Mattie chuckled. Without further ado, she leaned on the heels of her hands, stretched her torso across the table, and kissed Angelo full on the mouth.

~This is good,~ Angelo thought, and managed to recover well enough to kiss her back.

Outside, overhead, Spider-Man swung by¡¦nd Mattie failed to notice.