Author's note: HA! I made it happy in the end! This was headed down for so long but I saved it! It's happy! Which means I can post it without having to wait til after valentines day. I've told myself not to write sad stuff during happy holidays since ive done that twice now. one sad thing at valentines last year and then a sad thing anyways, enjoy this here Spideypool fic.

Disclaimer: I don't own anything.

"AHHHHH!" Spiderman slammed into a brick wall. He fell to the ground, his whole body sore from fighting. His day started with training, then a fight with Lizard and now Goblin. He pushed himself off the floor, pointing his webshooter at a support on the ceiling and pulling himself to it. Goblin growled, grabbing an electrical panel out of the wall and throwing it at Spiderman. He dodged it, a yelp coming out of his mouth as he did so. "Y'know, ripping stuff out of the walls really won't help your research." Spiderman quipped.

Goblin grabbed something else and threw it at Spiderman, this time it hit him and sent him into a different wall. When he hit the ground he found he didn't have the strength to get up again. He heard Goblin say something about a spider but was too out of it to understand what he said. A moment later he heard shouting, then saw Goblin get slammed into a wall. Spiderman looked towards the voice to see a man in red and black standing alongside his team. He registered that it was Deadpool who'd come as an extra to save him then slipped into unconsciousness.

When he came to he was still in Goblin's lab but Goblin was gone. He blinked in the dim lighting, trying to make out shapes. His vision soon cleared and he noticed Deadpool's masked face was right above him, and upside down. "De-Deadpool?" he asked, his voice raspy and uneven.

Spiderman thought it looked like Deadpool was frowning through the mask but his positive tone in his speech made him second guess that, "Yup that's me, master of awesome!"

"Why are you upside down?" Spiderman asked.

"Because your head is in my lap. Duh!" he said, as though it was obvious.

Spiderman tilted his head to see that Deadpool was right. He'd been using Deadpool as a pillow. "Why?"

Deadpool shrugged "I just figured my legs would make a better pillow than the concrete ground."

"So uh, what are you doing here Deadpool? Where's my team?" Spiderman asked.

"They took Goblin back to SHIELD and left me to take care of you." Deadpool said, putting an emphasis on the word 'me'.

"Why couldn't they take me with them?" Spiderman asked.

Deadpool paused then hurriedly said "Well we didn't know where you were hurt so we didn't want to risk moving you."

Spiderman noticed the hesitation "Deadpool, what's going on?"

"I told you, your team too-"

"Stop. I can tell you're lying." Spiderman interrupted. "Why am I still here?"

Deadpool sighed "We tried to move you but even in your unconscious state you were visibly and audibly in pain. We couldn't move you like that. Goblin got away so your team went to go get help. I've waited here with you."

"Why did you stay?" Spiderman asked.

"I couldn't leave you alone. Not when you're hurt and vulnerable like this." he said, a certain seriousness to his words. After a moment of silence Deadpool spoke again "So who are you? Under the mask?" he asked, fingering the edge of Spiderman's mask.

Spiderman tried push Deadpool's hand away but cringed in pain and let his arm fall on his chest. "Why do you care?" he asked, wanting Deadpool's hand off the mask but not having the strength to move it away.

"I'm curious. Have been since we met. You remember don't you? We had to get that list of S.H.I.E.L.D agents from agent McGuffin but I tried to stop you from removing it before it said who you are." Deadpool responded.

"Yeah, I remember. I didn't want you to know then and I don't now." Spiderman said.

"Come on, please!" Deadpool begged.

Spiderman shook his head weakly. "No. I mean, it's not like I'm dying." He said. When Deadpool remained silent he tilted his head again and asked "Deadpool?"

Spiderman felt Deadpool's chest move against his head as he took a deep breath. "Umm about that...Tiger had a medical scanner thingy and once she scanned you, cause you weren't exactly able to talk to us, she said that you've got a lot of booboos. They went to go get help cause there was no way we could safely move you."

"So basically I could die at any moment and my team left me?" Spiderman asked, fear creeping into his voice.

Deadpool stopped fiddling with Spiderman's mask and rested his hand over Spiderman's hand. "They didn't want to but they all knew you needed help. I got them to agree to go while I stayed here with you."

"Why were you even here to begin with?" Spiderman asked.

"I saw them running, well Nova was flying, down the street and heard something about you being in trouble. I tagged along, confused them but I was helping so I don't think they cared." Deadpool explained.

"So you came because I was in trouble?" Spiderman asked. Deadpool simply nodded. "Then when you heard I'm nearly dead...you volunteered to stay with me?" Another nod from Deadpool. "Why?"

Deadpool moved his free hand to caress Spiderman's masked face "Cause I care about you."

"When we parted you'd been trying to kill me." Spiderman said.

"No I was trying to un-alive you." Deadpool said, trying to lighten the mood.

"Either way you wanted me gone." Spiderman pointed out.

Deadpool sighed "Well I was wrong about that. After I left I realized that trying to un-alive you was wrong."

"What made you so curious about me anyway?" Spiderman asked.

"Because you're the new guy and you wanted to tag along with me and you actually beat me in a fantasy fight" he said, sounding more excited towards the end of his sentence. "No one's ever beaten me at a fantasy fight!" he said, even more excited.

Spiderman smiled slightly under his mask, letting Deadpool ramble for several minutes. It was nice to see him actually acting like him. "Who are you? Under your mask." Spiderman asked.

Deadpool looked down at him and frowned. "No one. Just a guy who's had a bad life. Someone who doesn't deserve you." he said sadly.

Spiderman reached his hand up to his own mask, trying not to cringe as he pulled it off. "My name's Peter Parker."

Deadpool smiled at him "You're so beautiful." he said, his voice barely above a whisper. He giggled slightly when Peter's cheek's turned pink. "I didn't think you'd actually tell me who you are."

"I'm about to die, what's the point in me hiding anymore?" he asked.

Deadpool sighed and caressed Peter's face with his hand again, "Please don't die. Please Peter."

Weakly Peter moved his hand to grab Deadpool's. "I'm trying not to." he said.

As much as Deadpool wanted to believe it, Peter was growing weaker with every passing second. His voice was fading, his grasp on his hand loosening. If Peter's team didn't hurry there'd be no spider left to save. "Would you be mad at me if I kissed you?" he asked.

A look of surprise crossed Peter's face before he shook his head "Nah. If I'm dead I can't really be too mad now can I?" he joked.

"I just didn't want you to die being upset." Deadpool said honestly.

"My team is racing against the clock to save me and I've got you here taking care of me. I'm not gonna die upset."

"Is my taking care of you really that special?" Deadpool asked.

Peter nodded slightly "Dude, you came because you heard I was in trouble, then stayed because I needed someone."

Deadpool smiled "So, can I kiss you?" Peter nodded weakly, making Deadpool smile again. He pulled up his mask to his nose, revealing scarred skin. He leaned down, connecting his lips to Peter's. Peter's lips were chapped and tasted like blood. At first Peter had responded to the kiss, however it didn't last. Deadpool slowly pulled away, not wanting to end it. Just as he did pull away the team along with a number of SHIELD medics ran in.

"Deadpool, is he?" Ava asked, scared to know the answer.

Without looking away from Peter's face he said "Just now, if you hurry you might save him." The medics didn't need another word before starting to work hard and fast.

Several hours later Peter's team, Deadpool and Coulson were waiting outside the medical bay on the tricarrier. They'd been there for hours, at first Fury had been there as well but he was pulled away by his other duties. When a doctor finally came out Coulson was the only awake. While they were talking Deadpool woke up. He looked at the doctor expectantly. The doctor gestured for Deadpool to come over. Now standing next to the doctor and Coulson he waited for the doctor to speak. "I was just telling Coulson that it was close but we saved him. He needs to rest but he will recover."

Even with the mask on the doctor could see that Deadpool was smiling. "Can I see him?"

The doctor nodded "Yeah, go on in."

Without waiting for the doctor to finish talking he took off. He paused in the doorway to Peter's room. Peter was hooked up to a bunch of machines, had bandages all over and a cast on his left leg. Slowly he walked over to the bed to stand next to him. "Petey," he whispered. Deadpool grabbed Peter's hand lightly, "You'll be okay Petey."

For several minutes he just stood there like that before one of Peter's team members walked in. "I didn't know you cared for Peter so much."

Deadpool whirled around to see Danny standing there. He blushed under his mask, pulling his hand away from Peter's. "Oh um well it's a new thing. Caring and all, I normally just try to un-alive people."

Danny frowned at the comment about killing people but walked into the room, "Thank you for caring about Peter. There's every chance we all could have ended up like him had you not been there."

"Danny quit being a sap."

Both Deadpool and Danny jerked around to look at Peter, who'd woken up. "Petey!" Deadpool exclaimed, jumping onto the bed and giving him an awkward hug. When he pulled away he smiled at Peter "Hey, guess I was wrong."

Peter chuckled "Good." he reached up to Deadpool's mask "You wanna try a proper kiss where I don't slack off halfway through?" Deadpool nodded, letting Peter pull the mask up. Danny left the room without a word, giving the two some privacy. This time the kiss was much longer. It wasn't as gentle as the first had been, since Deadpool was scared of breaking Peter the first time. When they pulled apart Peter was panting slightly "Much better."

Deadpool smiled and placed a kiss on Peter's forehead. "It'll get even better once you're not all bandaged and sore." he said, smirking lightly.