A/N: This fic is a cross between the Ultimate 'verse and the original mainstream comics, the notable exception being that I've once again made Peter into the female incarnation I've given him, and the fact I'm giving this character the title of Spider-Girl rather than Spider-Woman, simply because the character is still young enough to be called a girl.

That, and I'm including the original Spider-Woman in this fic.

And one more thing, this story also ties into Ultimate Blaze later on.


Prologue

In the beginning, Perenna Parker's three favorite phrases were 'What do I want?' 'How do I get it?' And, 'How do I stop others from taking it?'

So far she knew that only one of those had been answered. All other attempts at the other two had failed miserably.

Perenna was-for all intents and purposes-bi-sexual, and as a result, she got heckled a lot for it. It didn't help that she was the resident genius nerdy girl in middle school and high school. The latter of which she was forced to endure being bullied by the cheerleaders and jocks.

Still, she had her awesome Aunt May there for her, though the thought of what happened to her Uncle Ben had always made Perenna feel guilty (but that's for later), and her two best friends Harry and Eddie, who were both more popular than she was. To the point where they got asked why they even hung around her.

Perenna though never asked that question because she knew the answer; she'd known Harry since they were in middle school and had been outcasts then-him with his money, and her for her brains-though only Perenna still was the outcast. And as for Eddie, well, she'd pretty much known the guy all her life, even with him being two years older than her.

Even though she knew her life wasn't bad or perfect; it was still her life, and all it took to change all that was one little bite on a school trip.