I don't own Spider-Man or any characters from its stories and this is non-canon, (although I would like it to be) and this completely non profit written work of me.

Note: This takes place after Ultimate Spider-Man Clone Saga. I'm new to writing so can you comment. I welcome critics so long as they give an example of what they didn't like and then give a tip for improvement. If all you do is say 'this sucks' or 'you have no talent' please don't be negative because those kind of comments are not going to help me as a writer.

Prologue

It had been thirty minutes since Jessica left Peter on the roof of the warehouse, and in that time she had tried to get what had happened to her a distant memory. But no matter how hard she swung she could not escape it. The memories of being Peter Parker were too hard to deal with.

After having that talk with Peter she decided to live her own life. Keeping her distance between her and Peter was the only way she thought that she could create separate life for herself. Jessica could the fell the tears against her mask, she knew that it was a difficult decision but one she had to live with.

The sound of the city was nearly enough to distract her from her on problems. She was on the move trying to find a place where she could be Jessica Drew, whoever that may be. She needed a place to stay for the night, that's when she landed on a seemingly random apartment building. She thought about sneaking in to one of the empty rooms and stay there until she figures out what to do next. Before long she heard something down in the in the alleyway, it was a woman getting attacked. She knew she had to help this woman.

Chapter 0ne

Queens, New York

One minute and thirty five seconds earlier

"Are you ready for that hot date tonight," Julia said into her earpiece.

"You know I wouldn't miss it for the world. Jules, I'll should be there in about ten minutes." Cary replied. Cause she was running a little behind her usual schedule. She knew she was going to be a late but she also knew Julia would be fine with it just as long as she there with her.

"Okay I love you too, bye." Julia took the earpiece out her ear and began walking across the street. The bag of groceries she was caring swung as she just missed a man who looked stunned by her appearance. Her strawberry blond hair, sultry lips, light blue eyes, and fair complexion were enough for anyone to notice her even at night. She wore a light blue dress that when to her knees, she wanted to show off some leg for that date. The attention of a man wasn't the kind she was looking for but at least she was getting noticed and not for looking like a 'street walker'. But that slight chill in the air also made her wish she was wearing something a little thicker.

Julia was already in hurry to get back home because had forgot to get the noodles for her pasta and went down to the corner store to get them. Now she was far falling behind, her job taught her to plan ahead but she clearly didn't plan for this. Her building was just a minutes away she just had to slip through the alleyway. She frowned at this prospect cause she hated going through a dark, rat infested alleyway in heels.

Just as she began walking a dark figure stepped from the shadows. But what he didn't know was that she sensed his presence the moment she walked in to alley.

Julia hated the thought of being late cause because she had to beat the holy crap out of some thug who was just to lazy to get a job. She was trying to keep a low profile so she decide to do the easy thing which was move fast instead of the hard way which might involve doing things she didn't feel like was necessary like breaking bones and potentially ruining her dress. So she began to pick up her pace know she just had a few hundred yards to get out of alleyway and her apartment. But the faster she walked the faster the thug behind did as well. Finally she gave in to her own frustration and confront this guy. Julia stopped in her tracks know this would get his attention.

"I know you there, you don't have to do all this sneaking around just to steal some money." Julia said as turned around to confront this thug.

"You think you pretty smart girl." The thug said as he moved in closer on his prey.

Julia studied the individual seemed like an easy task. The thug was an African American male that was larger than she thought, he had average enter city thug attire with a gold tooth to cap it all off. With his muscle frame he could intimate anybody with a pulse. He appeared quite confident as he was clearly much larger that her, looking to be well over six feet.

Just then the thug quickly reached out to grab for her purse, but she manage to dodge his moves with relative ease. With his initial attack dodged the thug was hit with a counterattack in the form of a bag of groceries for his troubles.

Visible stunned by this woman quick reactions to his moves being on one knee he gave a smile. Which wearied out Julia cause most people wouldn't smile after getting hit with a bag of groceries. The look he gave told her she wasn't going to like what happened next. The thug started giving off a glow around his forehead, which alerted to her that he had some psionics ability.

"Quick question," Julia exclaimed, "Are you some kind of mutant?"

The thug laughed to himself and said. "Why I don't mean to brag with the skills I be putt'n down."

"This guy was clearly smart enough to lure me into a false sense of security. I'd better stay on guard this guy could have powers that match my own." Julia thought to herself as she backed up to reassess the situation she was in.

But before she could get a thought in another figure jumped from above exclaiming. "Did some one call for a hero!"

The figure landed on it's feet as to positioned itself in between herself and the thug.

"Okay this one was definitely a woman." she thought to herself as she moved out the way. The light above began to flicker giving so more visablity to fight. Julia took the time to look the woman a look up and down to figure out was going on. Her heavily torn costume shimmered like satin, shifting in the light from a deep blood red to black, making the stylized white spider on her chest and the white eye marks on her mask stand out all the more. The dark haired woman asserted herself with a punch to the gut and moved very quickly but not without a certain kind of grace as she looked liked she was dancing around the thugs attacks.

"Who the hell are you?" asked the thug out of frustration.

"Why Spider-Woman, of course." she answered back with equal amount of intensity as she landed one hell of a kick to his face knocking him out cold.

"I love it when the bad guys go down this easy." Spider-Woman said with a chuckle to herself.

She then turn to Julia, "Are you okay?" she asked

"Yes but you don't look so good yourself." Julia said as she examined all those cuts and holes in the young woman's suit.

"Oh me, these are but merely flesh wounds." Spider-Woman said trying to look more confident.

"Who are you?" Julia asked with great concern, she figured this woman wasn't much of a woman at all and had to be in her mid-teens.

"Um...What kind of question is that? I'm a superhero!" Spider-Woman answered back with an hinge of annoyance.

"Well with all those cuts and holes in your costume, you don't look very heroic." Julia smile back knowing that would get under her skin.

Spider-Woman then lifted up the thug to wall, and began shooting webbs out her fingertips to stick him to the side out the building. While she was doing that Julia decided to through the young woman's mind with her telepathy. She quickly learned the girl's past and what a horrible night she had been having. Julia knew she had to help her and put that date on hold.

"Um...Do you need help with that?" Julia asked a simple question to an answer she already knew.

"No I got him just about wrapped up." Spider-Woman answered back.

"So do you have any parents?" Julia asked

When Spider-Woman didn't response immediatly Julia knew right away she was thinking up a lie.

"Of course I do." Spider-Woman answered with some slight hesitation cause she knew she was lying.

"No you don't. I don't think you need to lie to me, I know what happened to you. Jessica." Julia said with some defiance

Jessica had a shocked look on her face that you could tell even through the mask.

"Whaaat are you talking?" Jessica said trying to regain some sense of composure.

"I know what you are and I want to help you." Julia said with concern sound to her voice, "Please let me help you."

Jessica could help but wonder why would this woman she knows nothing about want to help her of all people. This woman reminded her of that woman for the X-Men Jean Grey. If she knew her name than that must mean she read her mind and knew about what has happened to her.

"Why do you want to little old me." Jessica couldn't help but be sarcatic cause she felt unconfortatable

"Cause you look like you need some support."

Just by saying that nearly brought Jessica close to tears. She turned her head back trying to look less emotionally then she appeared. She had little knowledge about this woman other than the fact that she was a telepath. Jessica then gave a defeated sigh and turned back to the woman. "So you about me," She said, "Do you work for SHIELD?"

"No." the woman answered,"I just want to help a person in need."

Guys and Gals I'm new to writting and would like constructive critism and some tips on how to make this story all the more better. I liked Jessica as a charcter and wanted to see more stories with her in. So I decide to final throw my hat in to the ring of USM fanfiction. My only problem I think I'll run into is Ultimatium and having to deal with the aftermath. That is going to SUCK.