Hey everyone! I'll be trying to update this story as much as I can, but stuff happens, and that may stop the process. Oh yeah! Don't let the title decieve you, this is NOT a gender-swapped version of the show. It's just a really cool name that just happens to be the name of the show. You guys are probably asking me to stop writing about Spider-Woman, but I just want to find the perfect story for her. Anyways, I'm not going to halt you guys anymore. ENJOY!

The alarm clock started chirp, it was 7:30. Pam Parker had to get up for school. She slowly turned the clock off and got out of bed. She got her clothes on and went downstairs to get breakfast. She saw her uncle, Mason, making breakfast. "Pam, I found this in your bag." He pulled out a paper. "It's the permission slip to go on the big Oscorp trip. Why didn't you give it to us?" "Why are you looking through my bag?" "Listen, Pam, your aunt and I, we care about you. You should know that." Pam's parents were killed in a plane crash 10 years ago. She's 16 years old. "I know, I know... I just, don't like people looking through my stuff." "Well, you've almost lost track of time. You're going to miss the bus." "Oh crap." She took her bookbag and ran out of the house. She ran to the bus stop. Good. MJ was still there. "Hey MJ." "Hey, Pam." Matt-Jake Watson or MJ has been friends with Pam, since they were little kids. It was only recently that Pam started to devolp a crush on MJ.

The bus stopped, and MJ and Pam got on. MJ and Pam didn't really spend time with each other though. MJ was the head cheerleader, and had her own group of friends. Pam was smart, and she was friends with mainly only one other kid. Pam stared out the window and listened into MJ's conversation. They talking about the usual, girls and stuff. Pam got to school and met with her best friend, Hailey Osborn. They were both smart kids, but what seperated them was that Hailey was very wealthy. Her mother owned Oscorp, who organized the school trip. After a small conversation, Flash Thompson walked over. Or as Pam call her, the Dick. She would frequently bully Pam, due to her intelligence. "Hey Pammy, how's your boyfriend doing? Oh wait... he's imaginary." Her cronies laughed. MJ was forced to look on. "Stop it, Flash." Hailey said. "Or what? You're going to beat me up?" Flash walked away with her cronies. MJ stayed with Pam. "Listen, I'm sorry about her. She's kind of a dick." "Kind of? Don't worry about it." MJ smiled and walked away. Pam and Hailey continued on with their days.

Eventually, the Oscorp trip came, and Pam was set to go. Good thing it was a day trip, and she got to sleep later. But later, wasn't enough still. Pam slumped out of bed again and went downstairs. This time, Aunt Barbara made breakfast. "Where's Uncle Mason?" "He's out, with a few friends." "This early?" "Listen, Pam, before you go. You should know that, that we care about you. You're the closest thing we're going to get to a daughter, and we're not to going to take advantage of that." Pam nodded her head. "We love you, Pam. Just know that much." "OK." Pam took her bag and left the house. She went to the stop, where MJ was waiting. "Hey, Pam. Listen, I tried to talk to Flash about the bullying, but she's not stopping. You're my friend, Pam, I don't like to see you getting treated like that." "Thanks, MJ. For you know, being here to help." "It's just called being nice. Cause you would do the same for me." Pam nodded her head. The bus pulled up. "Well, it's been nice talking to you, Pam." They got onto the bus. Pam spotted Hailey in the back, and went over to sit with her. Avoiding getting tripped by Flash on the way. "Listen, Pam. Mom told me about these classified projects. You wanna hear about them?" "Uh... yeah, sure." "They been building these super suits, for the military, that can do amzing things. One is gigantic and can ram through almost anything. And another one is being built by a doctor named Otta Octavius. It is going to have 4 huge metal arms. Isn't this stuff awesome?" "Yeah, I wonder what we're going to see." "Not much, well at least compared to what actually's going on." The bus pulled up in front of the Oscorp building. "Welcome home." Hailey said. They got out and were guided right away by a guide. "My name is Stan, I'll be your tour guide through the day." Stan guided the class throughout the building. Midway through, Pam asked Stan where the bathroom was. "Around that corner. If you can't find us when you get back, ask a scientist." Pam nodded and went on her way. But Pam didn't have to go through the bathroom, she wanted to explore this place by herself. She saw a door that read "Spider Testing. Authorized Personnel Only." Pam went through the door anyways. She saw a bunch of spiders in glass cases all around the room. But one was missing. The case read "Radioactive Spider" but Pam brushed it off. She looked around to make sure there were no cameras. She lucked out by seeing none. She started to take pictures of the spiders, but she felt something creep onto her hand. She looked over at her hand. A spider was laying on it. Before she could flick it off. It bit her. She flicked it off and crushed it. The bite left a huge mark. "Shit." Pam walked out of the room. She saw Stan and the group come across form the corner. "There you are!" "Uh... yeah." Pam kept her hand in her pocket. Before she knew it, she was back home. She ran through the door. Aunt Barbara was sitting on the chair. "Hey Pam, how was it?" "Good, I'm really tired, I'm going to take a nap." Barbara nodded her head. Pam closed her eyes.

When she woke up, she felt... different. She felt better, stronger. She looked into the mirror, she had abs! "What the hell..." It was already time to go to school. She went downstairs. Her aunt and uncle were both there. "Pam, are you sick? You slept for a long time." "No. I've never felt better." "It's time to go to school, Pam." Pam got her stuff and ran out of the house. She saw MJ at the bus stop. "Someone's looking good today." "Why wouldn't I? I feel amazing." "What happened last night?" "I have no idea." "Well, uh... cool, I guess." The bus pulled up and they went to school. Then, before she knew it, lunch came around. That's usually when Flash would bully Pam. But this time, things turned out differently. "Hey slut-" "Don't call me that." "What did you say?" "Don't call me that, dick?" "Do you wanna fight, whore?" "I don't fight bitches." Flash ran at her, but things just slowed down. Pam examined her surrondings. She dodged Flash, letting her ram into the lockers. "You're going to pay for that." She tried punching Pam, but she ducked and landed a gut punch, which sent her to the ground. MJ and Hailey looked in horror. She left Flash writhing in pain on the floor and left the school. She ran through the streets of NY and ran down an alley. She started to think. "What the hell happened? Was it that spider? Did it do this to me?" She put her hand on the wall, but it wouldn't let go. Eventually, it did. "Wait a minute." she thought. She started to climb up the wall. "What the hell is going on with me." She climbed up the building. "Did that spider give me powers?" she thought. She started to run on the roof, and managed to jump roof to roof. She was running at superhuman speeds, and could take the whiplash. She grabbed one of the chimneys to steady herself, but she left a huge imprint. "This is awesome" she yelled.

But she started to think to herself, "Should I use these powers?" "Or should I just carry on with my life?" Her concious started to speak. "These powers are a gift. You should use them to help others, do the right thing." The other side started to speak. "Use them for your own need. You've always wanted to impress MJ? Right? You could do that." "Why not do both?" She said. She orded a spandex suit online, with a mask and everything. She designed a logo, a spider. The suit came soon enough. "Pam! There's a package outside for you!" "I'm coming, uncle Mason. Don't open it!" She stitched the logo onto the red and blue suit. She took sunglass lenses and but them on the fack mask. Then, she had to think of a name. It came right away. "Spider-Woman." After she designed the suit. she designed web-shooters. That would shoot webs 10 times as strong as a jet-line cord. Tonight, she would go out and try her powers out. She saw a mugger robbing a poor man, taking his purse. "Stop right there!" The mugger turned around. "Who the fuck are you?" "I'm Spider-Woman, you know right? friendly neighborhood? C'mon you're ruining the moment." Spider-Woman punch the mugger into the wall, knocking him out. "Maybe you won't be unconscious if you knew who I was." Spider-Woman gaev the man his purse back. "Who are you?" "I just-" She sighed "I'm Spider-Woman." She shot her web from the web shooter and went up the building. She continued to look around the city for crime, which she would stopped. She stopped a car theft, convience store robbery, and an attempted kidnapping.

She returned back home and went to sleep. The next day, the stories of her blew up. They were all over the news. All of the kids at school were talking about her. "Did you hear about that Spider-Woman?" "I heard she's hot." "How do you know it's a she?" She was still nothing but a myth. Pam managed to ask MJ about his opinion. "I think she's doing the right thing, all I hope is that she's here to help us all. Listen Pam, I've got my first photoshoot today, if you for some reason haven't heard, I'm going to be a model." "That's great MJ, good luck at your shoot." She wanted to tell him right there that she loved him, who she was, but she couldn't. That night, she suited up again and went out to help others. She saw MJ walking home and decided to watch him. He walked by an alleyway, and a few hands pulled him in. Spider-Woman followed. Two women were pulling him towards a van. One had a hand over his mouth and the other around his body. Spider-Woman shot at one of them with her web and pulled her up. "Going up?" She then punched her onto a fire escape. She jumped down and kicked the other thug in the head, knocking her out. "That was easy." "Thank you, how could I ever repay you?" "Just make your life worth living, I just gave you another chance." Spider-Woman tried to run away, but MJ's voice started to speak. "You know, some other kids at school, they think you're a menace, a crook." "I don't think so, I think you're here to help others, just like you just did here, and I think... I'm falling in love." "Uh... OK. Just stay safe. understand?" MJ nodded. Spider-Woman shot a web to the top of the building and grappeled up. She wanted to reveal who she was right there, but she couldn't.

The next day, Aunt Barbara drove Pam to school. "Listen, Pam, you're changing. I know, I went through the same thing when i was your age. Pam, these are the years a woman changes into a woman she's going to become for the rest of her life. Just be careful what you change into. Just remember, with great power, comes great responsibility. Just be smart in life, don't go down the wrong path. Do you understand?" "Yes." "Are you sure?" "Why are you pressuring me about this? Do you think I'm some sort of bad guy or some thing?" "I know I'm not your mother..." "Then stop pretending to be. Understand?" Barbara nodded her head. Pam got out of the car and went to school. She had no idea what would happen that night. Straight afterschool, she started to go out fight crime. Time passed quickly, and soon it was night time. Pam had her first encounter with the cops. Two cops came out of the car with their guns out. "PUT YOUR HANDS UP!" Spider-Woman put her hands on her head. "You are under arrest for vigilantism." As the cop put a hand on her arm, she shot a web to the top of a building and grappeled up and continued to swing. When she got near her house, she noticed police cars all around her house. She took off her costume and out her normal clothes on."What happened?" She said as she walked in. "Are you Pam Parker?" "Uh... yeah, who's asking?" "Your aunt was just shot in the heart. We did all we can but..." "Nonononononononono." "Yes, she's dead." Tears streamed down Pam's face. Uncle Mason came out form the corner. "Pam, where have you been? I thought you were with her..." "No, I was out with Hailey." "She's dead, Pam." It's OK. Uncle Mason." They hugged each other as tears streamed down their faces.

Pam went to school the next day, despite not sleeping last night and being stricken with grief and sorrow. Everyone stared at her. MJ walked over. "Hey, Pam. It's going to be OK. She loved you." Pam didn't say a word. "Pam, listen, if you ever need me, you can just come over, I won't care." "Thanks." Pam walked over to Hailey. "How are you holding up?" "I shouldn't have even came today, but I had to." "Look, you can come over, anytime you want. I-" "Thanks for the offer Hailey, but no thanks." Pam continued to walk to her next class. Flash approached her. "Hey, Parker." 'I'm not in the mood, Flash." "No, I'm sorry for what happened, to your aunt, I know you guys were close." Pam nodded her head. She continued her day, trying not to draw a lot of attention. She went hoem and comforted Uncle Mason. "Pam, your aunt would've wanted you to stay strong and move on. Just try to keep her in your head, for everything." Pam looked at Uncle Mason. "Always." Pam went up to her room and took out her suit. She would be Spider-Woman, to honor her aunts memory, to find her killer, and save the defenseless.

Meanwhile... The alarms sounded at Oscorp as the intruder looked around for what she wanted. She knocked out a scientist and used his fingerprints to open the door. The doors opened and revealed a bunch of super suits in glass cases. The intruder walked around and broke a glass case. She took a suit. A metallic winged flying suit. And walked away with it. Smiling.