I dunno. I'd actually say that this is a bit of a step upwards from the whole 'Peter Parker is a chewtoy for women' storyline that we've just been suffering through. I mean, everything is still going to blow up in Peter's face in short order, but at least we're getting a briefly quiet, reflective moment where people aren't screaming at each other. Also, there are several ways to look at the whole 'not looking at his face' thing. First, if 'OMD' is, in fact, adjusting the storyline so that Peter and MJ were never married, or were only briefly so, then that could well have also messed up the history of his and Felicia's interactions, since the 'romantic triangle' aspect of the the Peter/MJ/Felicia relationship was a subplot for quite a while. Therefore, it's entirely possible that her feelings towards him have never gotten the chance to evolve as they did in recent years, which would totally explain her 'Eww. Absolutely not' line. Back in the early days, she had this weird hang-up about how she loved Spidey but was turned off by Peter. I recall a thought balloon of hers that reads something like 'I love him! I do! But with his mask off, I can barely stand to look at him...!' In short, this may be more her problem than his. Second, it's possible that Peter doesn't want her to see his face because (and correct me if I'm wrong here, but this is the impression I've gotten) every one of the people who used to know his identity back in the good ol' days gets their memories back when they see him without his mask on. Now, Felicia has stated that she remembers SOME things about their past, but not all - presumably, the whole 'Spider-Man is really Peter Parker' thing falls into the 'not all' category. Given how extremely messed up his life has gotten lately, it wouldn't surprise me if Peter has become very protective of the security that his mask represents - his life as Spidey is just the normal round of supervillain battles; his life as Peter is a living HELL, and the more the two interact, the more he worries that the former will start to become the latter. Therefore, he is extremely reluctant to reintroduce Felicia into his civilian life, not because he doesn't LIKE her, but because he's worried that it will backfire spectacularly in some unforseen manner. It's just a theory, but I think it works well enough. Third... well, this is more of an addendum to the last one, really. I don't see anything here suggesting that he 'ordered' her not to look at his face. If anything, I was kind of under the impression that she came up with that idea under her own volition, because, if I'm right about the whole 'relationship hasn't advanced' thing, she doesn't WANT to see his face. She's not in love with Peter Parker - she's in love with Spider-Man. It would make a lot more sense to me if he had been wavering about should he or shouldn't he do this, and then she said something like 'c'mon - your secret's safe with me. No peeking, I swear', and that was kind of the clincher. She made a promise, he asked her 'did you keep your promise?', she said 'yes', he said 'I trust you, then.' It's arguably a bit perverse, but hey, it seems to work for them. Basically - is it a bad thing that their relationship has been regressed by several decades? Hell yeah it is. Is it a bad thing that he's sleeping around with Felicia instead of getting his rear in gear and making up with MJ? Of course. But I'm really not getting the impression that he 'doesn't give a shit about anything other than her vagina'. Yes, of course this hookup is unwise in the long run, and probably even in the short run, but remember, he KNOWS this woman. He has years of history with her, even if it's thoroughly possible that neither one of them recalls the complete extent of that history at the moment. His hooking up with her for a night of sex is more along the lines of going back to an old girlfriend who he'd always kinda regretted breaking up with on some level - it may be a bad idea, but it's an understandable one. As for the whole face thing, NEITHER ONE OF THEM WANTED FOR HER TO LOOK AT HIS FACE (at least, that's my interpretation). He didn't want her to see it. She didn't WANT to see it. What's the problem?