A/N: Damn plot bunnies! I've been meaning to get on this story for some time but I didn't want to undermine Prime Judgment. Once that's done, I'll focus more on this. This is an idea for a story I've had for a while now. It's a bit of an AU in regards to the canon I've set up. You can place this before or after the Prime Judgment, preferably before, but then there might be inconsistencies. I hope you enjoy.

Prologue

The city of New York was in its usual state of busy calm, its large buildings gleaming in the light of the mid-day sun. The people shuffled from store to store and street to street, maneuvering past one another with relative ease. The area was abuzz with the harmonics of the combined voices of people walking along side each other. From locals to tourists, it was never a dull moment in Big Apple, even after the major attack. Though no one could remember the exact cause, only the explanation given by a mysterious group in black suits.

Thankfully, no lives were lost in the attack but massive damage had been sustained to their homes, prompting shelters to be built. The quiet calm of the city was interrupted by the blaring of police sirens, the roars of their engines, and whispers of people as they ran to see what was going on. The NYPD sped past the buildings on their way to the Midtown Bank, thankful the streets were clear for once. Since the attack, some thugs had taken to looting, keeping the police busy from dealing with major crimes. Finally, they had the situation under control enough to focus on this latest robbery.

Inside the leading squad car, two officers chatted about recent events, one a female on Native American descent with dark brown hair and the other a Caucasian male with red hair. Both were dressed in standard issue uniforms. The female continued, "I'm telling you for the last time, Stan, I don't trust him."

"Would you give it a rest already, Jean?" he sighed. "He's done some real good for the city. Especially with all the craziness that's been happening all year. I don't like the idea of someone else doing my job either but what can we do against those freaks out there?"

"Not rely on someone just as bad as they are," she snapped, eyes on the road. "If he were actually doing some good, then why is it more of them seem to show up out of nowhere?" Jean DeWolff was a stand up officer, following the letter of the law to a T. She was proud to serve her community and irritated that he was allowed to get off just because he fought off monsters that he could have been no different from.

"You can't blame that on him," Stan argued. "He doesn't create this monsters, he just fights 'em off and protects innocent people until we can slap the cuffs no 'em." Stan Carter was known for his total dislike of the criminal element. He had no problem if these scumbags killed each other and didn't mind relying on his help every now and then. "Even the captain seems to support him."

"That's only because he saved his daughter from those maniacs," she replied.

"I think it goes a little deeper than that," Carter suggested before they arrived at the bank. The doors flew open just as a man in some form of green Hazmat suit stepped out. His face was obscured by a mask, the goggles revealing only his eyes. The police cars surrounded him just and the officers stormed out, DeWolff and Carter grabbing their gear out of the trunk. They formed a perimeter to keep civilians out of the line of fire and surrounded the man.

Carter grabbed the megaphone and spoke, "This is the police, hands in the air where we can seem 'em! Your under arrest, Max Dillon!" That caught the perp's attention as his body began to shake with rage at the use of that name. Suddenly, the gloves and mask of his suit slid back, unleashing a large amount of electricity. It surged around him as he revealed his face, made of nothing more than substance.

"Not Max Dillon!" he roared. "My name's Electro!" He fired a ball of electricity at the officers. They scattered and were blown away by the blast. He fired another ball, launching a few across the streets into a building. Electro continued to roar like a mad man while DeWolff and Carter hid behind one of the squad cars, the former glaring at the latter.

"What!"

"You know Dillon's lost it and still called him by his name!"

"Like this was gonna go any differently! He would have still be throwing lightning at our asses!"

"We'll talk about this later," she decided pulling out her radio. "We need backup and fast. Several officers are wounded. Repeat, send backup!" The squad car was launched into air by one of Electro's blasts, the villain slowly approaching them both. He grinned manically.

"You know how I like my cops? Well done!" He charged an attack ready to incinerate them both when something stuck his hands together. He glared down at the offending material that resembled a spider's web.

"Really, because I like my cops not fried to death by electricity," a playful voice called out. "But hey, to each his own." All three looked up to a street light, a figure clad in a red and blue web patterned suit. On the front of the symbol was small black spider emblem while a larger red emblem adorned his back. His face was hidden from view by his red mask, two large white lenses hiding the mischief in his eyes.

"You!" Electro growled. "Why can't you ever just leave me alone!" He fired an electrical shot at the figure, who dodged with ease and landed in front of him.

"Well, let's see: Supervillain, Superhero. Endangering the public, saving the public. Nutcase, Nutcracker, need I go on?" he quipped. Electro roared fiercely, firing several shots of electricity at him, each one dodged with incredible agility. With a furious scream, he charged a large ball of energy and launched it toward him. The hero dodged it expertly, making sure no one was behind them all the while. DeWolff and Carter watched the scene, the latter in amazed impression, the former in condescending disgust.

"Check on the backup Carter," she ordered. "I'm going in."

"Are you nuts Jean?"

"In case you've forgotten, we're police officers! It's our job to protect to public, not sit around while some vigilante does." She pulled out her gun and dashed away from cover, aiming for the both of them. "Both of you, freeze!" The two men stopped their battle to stare at the officer. Electro smiled insanely as he fired another bolt of electricity at her. She managed to roll out of the way but another blast hit her.

"Jean!" Carter cried. Electro readied another attack when the masked hero webbed him again, this time holding on and pulling. He flung Electro into the air and managed to web him some more before trapping him against a wall. He struggled to no avail.

"Hey! What gives!"

"Just a special type of webbing I made just for you, Lightning But," the hero quipped. "It's made of an electrical insulator that should keep you nice and still until the cops slap on the old inhibitor collar." Electro spat a multitude of profanity at the man while he went to check on the officer, Carter cradling her. His tone was worried, "Is she alright?"

"Yeah," he assured. "Just out cold. Otherwise she'd be trying to arrest you?" He smiled. "Thanks, Spider-Man."

Prologue

The masked hero known as Spider-Man swung through the streets of New York, enjoying the freedom provided by the experience. It was about time for his routine patrol to end and for him get somewhere important. After all, it was his senior year at Midtown high. The best part was the shortage of classes, meaning he would be as late. It seemed he was finally catching a break in life.

After the event with the Green Goblin three months ago and the attack on the city a few weeks ago, he'd barely had any time to prepare for school. Of course, those were the least of his problems thanks to the constant bashing of J. Jonah Jameson, the distrust of some of the NYPD, as well as some "personal" problems. When he reached the school grounds, he found somewhere secluded to change. Unfortunately, that somewhere was by the dumpster and , lucky him, it was Tuna Fish Taco Day. Making sure they were no prying eyes, Spider-Man changed into his civilian clothing.

He was a boy with brown hair and eyes to match, a mole on his cheek, dressed in a blue shirt and grey long-sleeved shirt and brown pants and black shoes. No longer Spider-Man for the time being, he was now Peter Parker, average high school student. Peter sighed as he applied some cologne to hide the stench of the garbage on him and went inside. He caught the faces of his peers contort in slight disgust, prompting him to apply more.

Now one would wonder how Peter acquired the abilities he used as Spider-Man, but that was a long story for another time. Right now, he needed to get to class on time for once so the teacher wouldn't give him Hell for it. The teen turned the corner and bumped into the last person he wanted to see today, or any day for that matter. Flash Thompson smirked as his favorite nerd grimaced, "Well, if it isn't 'Puny' Parker. Late again, I see."

"Not until the bell rings, Flash, so if you'll excuse me…" he tried to push past but Flash stood his ground. It'd be the easiest thing in the world for Peter to just toss the jock half-way across the hall but he didn't for two reasons. One: he couldn't risk someone figuring out he was Spider-Man. Two: he knew from experience that Flash was a good guy when he had to be and couldn't help but respect him at times. The jock simply smirked and readied to beat Parker down when he felt a hand on his shoulder.

"Mr. Thompson, thank you for locating Mr. Parker for me," the principal, Mr. Coulson, replied dully. "But I need you to get to class. Now." Flash spared a glare at Peter before stalking off to his class. Mr. Coulson smiled at the boy, who returned it somewhat awkwardly. Ever since he arrived, he seemed to have some sort of interest in Peter. Not in that way, but it was still weird.

"Good Morning Principal Coulson," Peter greeted. "I was just on my way to class." He moved past him only to find a gentle but firm hand on his shoulder.

"I'll write you a note," he explained. "I need to speak with you on something important for minute." Peter sighed but followed him to his office just as the bell rang. Once seated, Coulson spoke, "Midtown High is having an exchange program with another school and we've already selected Mr. Brown to represent us."

"So what's that got to do with me?"

"Because I've already cleared it with your aunt to let Jasper High School's selection stay with you for the time being. He should be here soon so I want you to show him around for a while if that's not a problem."

"Of course not, Principal Coulson," he replied. "Can I get to class now." Coulson simply smiled while jotting down a note and handing to Peter as he left. This kid sure was interesting, both in and out of costume.

Prologue

Peter sighed as he entered his class, the teacher addressing him with his back towards the class. "Late again, Mr. Paker?"

"I have a note," he handed it to teacher, who complied and gestured Peter to sit down. He sat down in the back of the room just at the lunch bell rang to his irritation. Some of the class snickered as they left for lunch. Peter went outside and took a seat by himself just a female voice called out to him.

"Peter!" the addressed boy tensed a moment before turning to face his caller. He smiled at a girl with blonde hair and blue eyes, pink lips curled up in a smile. She dressed in white shirt, a black vest over it, and black skirt. She sat across from him, "Hey."

"Hey, Gwen," he greeted his childhood friend, Gwen Stacy. "How have things been?"

"Good," she replied. "How about you, I didn't hear from you all summer."

"I was… busy. Needed a little distraction after… you know?" Her smile faded as understanding became evident in her eyes. She wanted to take his hand but chose not to for… certain reasons.

"Yeah, things have been pretty hard, especially for Harry," she sighed. Her boyfriend, Harry Osborn was currently busy learning all he could to run his late father, Norman's, company, Oscorp. In addition, he was struggling to stay away from certain… substances, and only succeeded with Gwen's help. It was hard for Gwen since she had feelings for Peter, which returned in kind. But the two put their friend's needs ahead of their own.

Peter especially felt guilty since it was all his fault Harry's father was gone, or rather it was Spider-Man's fault. As it turned out, Norman was also the Green Goblin who terrorized the city and threatened to kill so many innocents. To make matters worse, he had framed his own son at one point to hide his identity. Knowing that and remembering how he was "willing" to go jail for his son angered part of Peter. Enough that unintentionally ended Norman's life.

Nothing had been the same since. Harry hated Spider-Man with a passion and wanted nothing more than to get revenge while treating Peter no better since he took "pictures" of the Web-Slinger for the Daily Bugle, who in turned portrayed Spider-Man as a menace. Because of that, Peter decided it would just be easier to avoid Gwen and Harry for the summer to clear his head. Peter sighed as eh continued shuffle his lunch around. Gwen decided to change the subject, "So I've been moved into a new class with you and Mary Jane."

"Really?" Peter asked nervously, wondering who thought it would be funny to do that. "That's… great." The bell rang to end lunch and the two went to their newly shared class. Peter took a seat next to Mary Jane Watson, a beautiful red head with stunning green eyes.

"Hey, tiger," she smiled. "Glad to see you made it on time for once."

"We'll everyone get off my case!" he pouted. Mary Jane and Gwen chuckled as the teacher entered the room. Gwen's father, Captain George Stacy was again teaching them about the law. An middle aged man with grey white hair and stern blue eyes, he smiled at his daughter and Peter before beginning.

"Before we start, we have a new student from the exchange program joining us, today, " he gestured toward the door just as Mr. Coulson and the boy stepped in. Everyone in class stared at he raven haired teen, some of them finding him to be a bit attractive.

"Cute," MJ remarked, Gwen nodding. The boy smiled at them with blue eyes as Mr. Coulson introduced him.

"Class, this is Jack Darby from Jasper, Nevada. I expect you to give a proper Midtown High experience."

ShadowStrike: Cross Species Crisis

A/N: Now, this takes place after the events of the Spectacular Spider-Man season two finale, with a certain character thrown in for an certain reason. Like I said, it will be my next project after The Prime Judgment. 'Til next time ;)