A/N: I'm so grateful that you've decided to check out this story! I spend a lot of time sifting through lists and lists of Marvel comic characters for my other fanfic, The Changeling, and sometimes I stumble upon fascinating ones. So it was that I came upon Yelena Belova, the second Black Widow, and I couldn't resist giving her her own fanfic. I do intend to include the Avengers as a main force, of course, but the primary focus will be on Belova. Expect updates about twice a week, when I can. This week may be a single chapter however due to the amount of school work I'm expecting.

Please, if you wish, check out my main fanfic, The Changeling. It's basically a novel, and will provide hours of reading if you so desire. I encourage you to review on this and that fic, as I'm always looking to involve the readers in my writing process and I value your opinions.

Check out the trailer for Little Spider on youtube, titled Little Spider {Avengers Fanfiction}

Love you all!

DISCLAIMER: I own nothing associated with Marvel, be it from the Cinematic Universe, or the Comic Universes


"She's coming around."

"Dim the lights, we don't want her blinded."

"Shhhh, keep quiet!"

The doctors circled around the operating table, intent on getting a glimpse of the woman when she was fully conscious. On the table there was indeed a young woman, with wavy blonde hair and pale skin. Her cheeks began to flush red as the anesthesia wore off and she came to.

"Name," the head doctor demanded as her eyes flashed open, "rank?"

"Name: Belova, Yelena. Rank, Black Widow."

Her soft Russian accent floated through the room as she began to sit up. The other doctors backed away from her to give her room to breathe. Yelena closed her eyes and took a deep breath, before exhaling softly and opening her eyes once more.

"Do you remember everything?"

"Da."

"Good. This was your final transfusion, as you know. All you need now is to pass the final evaluations, and you will become a full Black Widow."

Yelena nodded and hopped off the bed, wrapping herself in the medical blanket. She had on the basics, but she felt more comfortable covered up. Two security guards, one in front and one behind, escorted her to her quarters.

Today had been her last injection of super serum. The Red Room had never been able to quite match the potency of Erskine's original formula, but their version had benefits nonetheless. Yelena was stronger, faster, more agile, and would live longer than an average female. And she could serve her country to the best of her abilities.

She thought about the legacy she was following. The original Black Widow, Natasha Romanoff, had been a huge asset to the Red Room. She had completed dozens and dozens of missions in the United States, but then, she'd quit.

Yelena snorted. One didn't just quit the Red Room. But at the time, the Red Room had been in no shape to object: SHIELD had drastically damaged the organization, to the point where the Black Widow program was shut down. It was only recently, relatively, that the program had been reactivated. Yelena had waited nearly 20 years, ten of those without training as they rebuilt the program, to become a Black Widow. And she finally was.

Well, almost. She recalled what Dr. Denisovich had told her. She still had to pass the final examination. Her final test scores would be evaluated to see whether or not she had high enough marks to be placed as a sleeper agent in the United States. Then she could finally finish the tasks that Agent Romanoff had started.

Yelena hated Romanoff. The woman had gone against everything Yelena believed in. She had abandoned the Red Room, abandoned her mother Russia. She was a traitor.

She'd met Natasha only once before, when Yelena had just joined the Red Room program. She remembered watching through an observation window at a young woman's final evaluation. Then, Yelena had been whisked away into some operating room and the rest was a blur.

Now that Yelena was back inside her quarters, she fished through her closet for some clothes. She slipped on a black tank top and loose black sweatpants. As she walked across her room, her eyes fell on the only personal memento she retained from her childhood.

It was a picture frame, and in it was a photo of a little girl, dancing ballet. She remembered that recital like it was yesterday; it was the last time she ever saw her mother. Soon after that, her mom had been killed in a car accident, and her dad hadn't been with them since birth. Her closest living relatives had been her aunt and uncle Yakolev. But soon after moving in, Yelena had realized they weren't good people.

So she'd run away. Before long she found herself approached by a member of the Red Room, and she agreed to join. Before their deaths, her parents had always been very patriotic, and Yelena guessed they'd like her to do such a thing. And she wanted it herself of course.

And so it was that since age seven, Yelena had been trained and treated for this very moment. Soon, she was sure, someone would send for her to perform her final evaluation. She would finally be recognized as a full Black Widow agent: the first since Romanoff.

Natasha Romanoff. It'd been three years since the ex-Red Room turned SHIELD agent had helped save the world after the extraterrestrial invasion of New York. Three years that the Red Room sat, seething, knowing that they were not yet strong enough to take out the traitorous asset. After all, they knew now where she lived: Stark- no, now Avengers Tower. But they simply weren't strong enough yet.

Until today, Yelena thought proudly. Today, she would make her country proud. She would score highly on the evaluation, pass with flying colors, and be assigned her first mission in America. Secretly she hoped it would be to assassinate Agent Romanoff.

"Agent Belova," came a knock at the door.

Yelena all but ran over and pulled it open, "Yes?"

"You are expected in the evaluation room in ten minutes."

Yelena smiled, "Of course."

She shut the door and changed her pants into something more form fitting, to make it easier to fight. She knew that the Red Room would be throwing everything they had at her, and she intended to be ready. Ready for anything. Then, she headed to the evaluation room.

The exam took about thirty minutes. There were all different tests- throwing weapons like daggers and her use of projectile weapons like pistols was checked first. Then, speed and reflexes. Finally they sent in wave after wave of men, all intent on killing her. Or at least trying to kill her. She did heal faster than the normal human as well.

In the end, however, Yelena Belova stood victorious surrounded by a pile of knocked out soldiers. She didn't smile (the Red Room didn't really like smiling), but merely faced that windows and awaited her dismissal.

It came soon enough. With a nod of the head, Yelena left as quickly as she had arrived, containing her eagerness under a cool façade. She would find out the results later that night, she was sure. But she felt happy about her performance, and she was confident that she had passed.

Little did she know just how impressed her evaluators had been. Indeed, she had passed, and far beyond what they had initially expected. Yelena Belova's results were almost identical to that of Natasha Romanoff's of all those years ago, despite the fact that she hadn't been as strong a candidate going into the program.

The scientists, doctors, and trainers were all very pleased with the results. They called Yelena to them no more than an hour later.

"Agent Yelena Belova," said the head of the Red Room (No one knew his name- they kept it secret), "You have now achieved full Black Widow status. You will receive your first mission early tomorrow, so get some rest tonight. It is fair to say that it may be your last night in Russia for a long while."

"Thank you, sir. I embrace my new title with honor, and plan to use it to bring glory to mother Russia."

The leader gave a curt nod of dismissal and the entire room dispersed.