Getting trapped in another dimension wasn't Ellen Blake's idea of a good time, but it worked out in its own way.

Going back to high school? Inconvenient, but it guaranteed at least one decent-ish meal a day, internet access, and proof-solid of an identity.

Being deaged by almost ten years? Annoying, but it made the high school excuse functional, actually being a teenager. Her ID card identified her 'Eleanor Blake', a seventeen year old junior, so it wasn't like she'd been dumped back into the frosh pit. Small mercies.

Getting transplanted into an alternate universe where characters and organizations you previously believed fictional were the real deal, complete with all the powers that came with? Weird, cool, but also dangerous, considering that she didn't have powers.

Well, at least she wasn't without recourse in that context.

Ellen looked at the vials in her hands and the strange liquids inside. In the left hand, the vial was filled with thick white goo that slid around its vessel sluggishly, while the right vial was full of viscous orange-red ooze that twitched violently at the smallest provocation. Anti-Venom and Toxin, the labels said in spidery handwriting, which was the total sum of information anyone uninformed would be afforded.

Thankfully, her own knowledge of the Marvel mythos was sufficient to fill in the blanks. Two mutually exclusive beings, of which either would give her the kind of edge required to survive in this new world of superheroes.

Toxin was the more powerful of the two symbiotes, and it was the most powerful one in the current continuity, with shapeshifting, camouflage, and an almost preternatural tracking ability to go with the usual talents, but came with the same aggression increasing drives that the rest of its line possessed. Between Patrick Mulligan's sitcom-esque drama with it and Eddie Brock's latest rampages, it had more than proved its corruptive qualities.

Anti-Venom was physically weaker, but, unless this sample was an exception to the rule, lacked a mind of its own along with possessing healing powers and an almost broken immunity to the traditional symbiote weaknesses. Eddie Brock hadn't been able to make much use of the first perk, as his own hang-ups had more than compensated for the absence of mental interference, but in the hands of someone stable… Ellen smirked at the idea.

How the vials had come into her possession, she didn't know. Slipping through the cracks of universes didn't come with handy street signs, much less a shopper's guide to the unintentional acquisition of dangerous artifacts.

She tucked the vials into the padded side-pocket of her backpack before slinging it back over her shoulder and closing her locker. They'd never shown signs of breaking, but she wasn't going to take the risk with either symbiote escaping. She hadn't used either yet, but it was only a matter of time before the situation called for it, considering that she was in attendance at Midtown High. Hell, she sat mere rows behind Peter freaking Parker in Algebra and had twice – TWICE – caught sight of his costume peeking out of his backpack. How he had a secret identity seemed as much luck as it was deliberate obfuscation on his part.

Oh god, Ellen hoped this wasn't the Ultimate comic verse. She'd only read the local library's rather limited collection and what scattered issues they had only revealed that somehow, the Ultimate line had managed to turn everyone except Spider-Man into an asshole, not to mention that everyone who died tended to stay that way. Also, Norman Osborn as an immortal fire-ball throwing psychotic Hulk-thing instead of a somewhat-baseline psychotic super human in a tacky costume?

Hell. No.

Peter Parker slid past her, twisting the dial of his locker with practiced ease before snapping it open and rummaging through his text books. Ellen ignored him, moving on to Harry Osborn, who was busy with a high-five contest between him and some assorted freshmen.

"Finish that paper on Romeo and Juliet, Harry?" She asked.

He grinned sheepishly. "Well, yeah. Kinda just BSed it though. Shakespeare's not exactly my idea of ideal late-night reading. Soon as Mercutio bit it, I quit it."

That made Ellen smirk. "And that's why I told you to watch the film with DiCaprio. Entertainment value along with everything you needed to begin with, so long as you left out any mention of the costumes." Harry Osborn had been a pleasant surprise, in many ways. Friendly, outgoing, and without a trace of the crimson brillo hair of evil the world had come to associate with the Green Goblin, it was hard to see exactly how he was anything like Norman Osborn, aside from sharing a few recessive genes and a surname.

"You're the English tutor, El, not me." Harry said, smiling as he raised his hand. "Catch you in fourth period?"

She completed the high five. "It's a date."


Of course supervillains would attack at lunch and, of course, they were looking for Spider-Man. Ellen was a little surprised by exactly who was knocking though. The Frightful Four were Fantastic Four villains, traditionally, but Marvel rogues galleries did tend towards the flexible. Why Thundra and Klaw, lord of inconveniences, were part of this universe's line up, she didn't know. Of course, thanks to the good ol' Marvel flexibility, they'd probably been part of the group at some point or another. It wasn't as if she'd been through the Fantastic Four's entire backlog.

"Um, there's only three of you." Mary Jane Watson pointed out as the Wizard finished introducing the group.

"QUIET." The Wizard said, throwing the principal into the wall. "The Trapster, prior to his capture, discovered that Spider-Man attends this school. Now, he best step forward, or else we will tear this place down brick by brick."

"YES!"

"With all of you in it!" He snapped.

The cheers died, though there was still a small solitary 'yay' from a far corner. That, too, died as Klaw blasted a section of ceiling, raining rubble down on the students. The gravity of the situation finally calcified, the teens freezing to stare at the supervillains.

"Much better." The Wizard purred as he floated above the crowd. "Now, which one of this mild-mannered crowd could our mysterious wall-crawler be? A teacher? A student? The cafeteria lady?"

A lunch lady near the back of the room scuttled into the hidden kitchen area. Ellen did the same, sliding beneath a table as she unzipped her backpack and reached into the inner pocket where she'd stashed the symbiotes. "C'mon." She hissed under her breath as the vials failed to materialize from the folds of abandoned gym clothes. Something cool and smooth suddenly met her fingertips. She snatched it and, seeing her prize, smiled at the white-filled vial.

Anti-Venom it was.


Bentley Whitman, far better known as the Wizard, smirked at the fearful faces below, basking in the atmosphere of shivering awe. Truly, it was these moments that really made villainy worth it, the sheer respect commanded by a show of superior force far outweighed that afforded to garden variety scientists, but they had a mission to complete. Alas, there would be other days to show the masses their place. "They seem reluctant to talk." He said, gesturing to Klaw. "Perhaps a little persuasion is in-" White webbing splattered across his face, cutting the supervillain off.

Spider-Man. Finally. The Wizard pulled the webbing away from his helmet and activated the cam. "Engaging target now, Octavius- wait."

That wasn't Spider-Man, unless the hero had changed his entire look since that morning. The interloper was wearing a white costume with a black spider design spread across their chest, black fingers, and… a mask the Wizard recognized as a palette swapped version of a Batman villain's signature look.

"And who, pray tell, are you?" He asked.

"Just the guy who's gonna show your terrible trio to the door. Or, more likely, the hole you made in the wall." The masked hero replied. The voice was unsettling, two voices of distinctly different pitches saying the same words at once, the entire effect falling easily into the uncanny valley despite the casual tone and words. Whoever it was, it certainly wasn't Spider-Man.

Without warning, the hero dashed forward, kicking Thundra out the hole the three had made coming in. They spun around, shooting a strand of webbing to swing around to kick the Wizard. He dodged the highly telegraphed strike and Klaw took the opening, blasting the costumed hero across the room.

That's when their intended target showed up, slamming the man made of living sound into a pillar. "Aw, you got started without me? I mean, this party was in my honor, you'd think you could have waited." Spider-Man joked as he dodged one of Klaw's sonic strikes. "Team up with Doctor Bong lately, Klaw? That would explain the red in your eyes and the sharp drop in intelligence…"

Klaw hissed, blasting half of the pillar the hero was perched on to rubble. It missed, as the hero had launched himself clear of the blast mere moments before.

"Bad joke, I know." Spider-Man admitted as he bounced off Thundra's head, sending the villainess face first into a plate of stewed peas. "It's a high school, nothing but memes as far as the pepes can see."

The Wizard would have lent his teammates assistance if not for the other hero harrying his every step. It was a high speed stalemate that left nothing but broken tables and shattered gravity disks with every move. His supply of gravity disks was far from depletion, but the time it would take to deploy them could prove disastrous against this kind of opponent.


Otto Octavius watched the battle from the safety of his underwater base, wishing that he had more cameras to work with. The Wizard's annoying tendency to hide behind whatever objects were in his current range of control was making it difficult to get a consistent read on Spider-Man and this other hero, but what was visible was… intriguing.

There was little difference between the two heroes in terms of ability or powers, though the white garbed hero wasn't nearly as talkative as the arachnid, instead allowing their actions to speak for them. A small saving grace, considering the irritating audio distortion that accompanied their snippets of speech. Some device to obfuscate their voice? He would ask the Wizard later what he had heard.

What was there was a study in efficiency. Where Spider-Man would ignore whatever wasn't an immediate threat, often bouncing between targets as they crossed his radar, the other would ensure it was neutralized before moving on to the next. So far, they'd destroyed all of the Wizard's anti-gravity disks that had come within arm's reach, leaving the science-minded villain with less of a defense with every failed attack. That was a fact that the Wizard seemed to be intimately aware of, considering his growing hesitance to attack his opponent directly.

"Wizard." He said into the mic. "Perhaps you should exchange with your teammates before you get defeated by our anonymous upstart? I hate to think of the damage your sterling reputation would suffer should you lose to them." Octavius hated having to point out the obvious, especially to someone who honestly should know better by this point in their career, but desperate times called for extreme measures. The fact that his current… condition prevented his voice from properly conveying sarcasm… well, Whitman was a smart man, he'd understand perfectly.

He couldn't deny that this new figure made him curious. Spider-Man had been assumed to be a one-off, a completely unique individual with a particular power set unshared by any other superhero, yet, here was another, doing the exact same things, just… smarter. There was something to be said for that, Otto supposed. At least it was more entertaining than Spider-Man's juvenile attempts at humor, if somewhat inconvenient for Norman's plans, especially if those skills started rubbing off on Spider-Man.

The corner of Otto's mouth twitched towards a smile at the thought of Norman Osborn inconvenienced by something completely out of his power.

"Ah, well… show me your secrets, Spider-Man… along with those of your amazing friend."


Peter flipped away from another of Thundra's bone crushing haymakers, coming back to back with the other hero. He didn't know who this person was, but having someone watching his back was a nice change of pace, mystery man or not. Maybe Spider-Man Team-Up should be a thing.

"Tripping all over my trademarks?" He joked. "And here I thought I was established."

That got a small snort from the other spider-themed hero. "Maybe next time, you'll remember to put out the memo that you, Spider-Man, are the official owner of all things eight-legged and arachnid."

"Am I sensing a little hostility or just a deep need for some Listerine?" Peter asked flippantly before one of Klaw's sonic blasts separated the two again, sending Peter after the Wizard while the other dived after the master of sound and Thundra. "Guess I'm off to see the Wizard!" He called out as he started running up the flying lunch tables at the villain.

The villain dodged his tackle at the last second, floating around to face Spider-Man as he flew towards the ceiling. "Really? Was the joke necessary?" The Wizard asked.

"What can I say? The corny ones come cheap." Peter countered as he shot out a couple web lines past the Wizard, who smirked at the apparent fluke.

"You missed me, Spider-Man."

"Bit early to call it, don't cha think?"

With that, Peter gave an almighty pull, removing the floating lunch table from the Wizard's orbit and slamming it into the villain. Peter ducked to the side as they slammed into the wall behind him, the Wizard sticking in the brickwork for a second before crashing to the ground.

"I guess that's one way to make an impression." Peter said as he looked at the near perfect impact outline the villain had left in the wall. He turned back to the other fight. "Need a hand over there, Webby?"

A flying Thundra-bolt answered his question. Peter ducked under the super-strong amazon, letting her slam into the wall just below the Wizard's impact crater, leaving her own mark before landing on top of her battered leader while the white suited hero gave Peter what would have been a withering look sans mask. With it, the glaring red eyes just looked like a promise that the next villain thrown in Spider-Man's direction would be thrown with a lot harder and with much more precision.

"You call me that again," they hissed, "I will go fricking lethal protector on your skinny white-boy a-"

"Gotcha loud and clear, phantom stranger!" Peter interrupted cheerily, flashing an OK sign before dodging yet another of Klaw's sonic blasts. "And Klaw, don't you know noise pollution is a serious problem without you going all 'Klaw of the Wild' on us?"

"Cut it with the crappy puns, Spider-Man." The villain hissed, his robotic face betraying nothing of the frustration obvious in his voice.

The other hero didn't seem overly impressed either. "A 'Call of the Wild' reference? Appeal to obscurity much?"

"Jack London isn't obscure." Peter argued.

"This is an American High School; he might as well be."

The sound of a camera shutter derailed the argument. Klaw slowly swiveled his head to stare down one Mary Jane Watson. She looked up from her camera phone, eyes widening as she confirmed that, yes, the supervillain was now looking at her with a look best described as 'pure loathing'. He shot the phone out of her hand, shattering it to pieces before it even hit the floor.

Before he could get off another shot at the girl, Peter kicked Klaw away. The shot went wild as the villain spun, slamming into the increasingly shattered remains of the salad bar.

Any short term feeling of victory was cut short by Mary Jane calling out Harry's name. Peter spun, eyes widening in horror beneath his mask.

Klaw's wild shot hadn't hit some inanimate, replaceable object. It had struck Harry Osborn right in the chest, and now Peter's best friend was lying on the floor, unresponsive to the students pooling around him.

"Spider-Man." The white suited hero's tone was cold enough to shock Peter back to reality. "You handle the villains, I'll handle the First Aid." It wasn't an offer and it wasn't a question. Peter nodded, eyes narrowing as Thundra pulled herself and the Wizard out of their pile of rubble.

"I think I can handle that."


Ellen didn't know how the exactly symbiotes worked. The specifics of comics had never been written in stone, interpreted differently by each subsequent author. It just did and she'd gone with it, guiding the instincts the way she guided herself; this is what I have, this is what I want, how do it use the former to get the latter. She'd picked up the philosophy from a fanfiction that had turned a rather forgettable vampire romance novel into something smart and memorable, something that didn't really apply to her life, but the thing about philosophies was their flexibility.

She had a symbiote with the power to heal. A friend was injured and she wanted them not injured. The math was elementary.

"Give him some air." She commanded. The students parted like water around the white-suited superhero, watching as she knelt down by the downed Osborn.

She touched his neck and mentally reached out. Pulse was good, it was just his insides that were scrambled. Nothing major, no bleeding, just the trauma she expected from taking a sonic shot to the stomach. Now, to make use of a power Ellen figured the symbiote had.

'Heal', she thought, focusing the symbiote's powers. If it could pull Brock together after a round with the Punisher and flash cleanse a druggie in less than a minute, it could fix this. She ignored the escaping supervillains and the sound of approaching sirens. Those were immaterial.

After a few seconds, Ellen gave Harry another scan. Better, though the teen was still unconscious. He'd recover by the end of the day at the latest. She stood upright, ignoring the confused looks from both the students and the newly arrived Norman Osborn.

"He'll be fine." She said, not making eye contact with the business man as she slipped out of the hole and into some nearby shrubbery, willing the symbiote into the palm of her hand. Now, she just had a backpack to locate.


School, of course, was cancelled for the rest of the day. While some things, like a power outage or a severe storm, could be shrugged off and slugged through, a supervillain attack was not so easily dismissed, especially when the entire cafeteria was in ruins and a student was in the hospital.

Peter had followed Harry to the hospital, finally relaxing as the words 'just a little shaken up, he'll be fine by tomorrow' met his ears. This day, he decided, was likely one of his worst ever, and that included the time he got superglued to Ben Grimm's behind. The bad guys had gotten away, his secret identity was one step closer to be uncovered, and his best friend had been hospitalized because of him. Maybe Fury was right about him needing the training.

"Parker."

Peter turned to see one of Harry's other friends leaning against the wall just outside his room. An older girl, a junior and, if Peter remembered correctly, Harry's English tutor. Eleanor Blake, the one goth in Midtown to make the peroxide-white-with-the-visible-dark-roots look work. In the unflattering light of a hospital hallway, the cracks in her cool front were blatantly obvious as she tried to disappear into the seams of the wallpaper.

"Harry doing okay?" She finally asked.

"Yeah, he should be out by tomorrow."

She sighed. "Good." She ran a hand through her hair as she turned toward the exit.

"Not going to visit?"

"Can't stand hospitals." Peter could tell; Blake looked about ready to crawl out of her skin, a sharp contrast to her cool, removed confidence at school. "You can smell the people who are sick and dying."

Now that it had been brought up, Peter would swear he smelled something himself; a cloying sickly sweet scent that crept between the overriding smells of flowers and disinfectant for the express purpose of raising the hair on the back of his neck. He shook his head free of the idea. "Fair enough, but you could at least say hi, if you made it this far."

She made a noncommittal noise, but slid back to her former position near the door. Whether she'd go in or not, Peter didn't have the time to stay and see, but it was reassuring that at least one of Harry's other friends had shown up.


Parker had a point. That wasn't a common thought for Ellen Blake, given that her interactions with Parker were mostly limited to ignoring each other's respective orbits around Harry, but occasionally, this world's version of Peter Parker reminded her that he was made of the same cloth as the classic Spider-Man she admired.

She'd come this far, she was mere feet from the door to Harry's room, she was his friend, what was stopping her from checking on him?

The presence of Norman Osborn and a minor hospital phobia. Pathetic.

Ellen pushed the door open and her discomfort down. "Yo Harry."

Harry Osborn looked up from the stack of books that Peter had dropped off during his visit, his initial surprise quickly giving way to a grin. "Yo yourself, El."

Norman Osborn raised an eyebrow. "Friend of yours, Harry?" He asked, giving her a critical once over. Ellen ignored it and the cold shiver it sent running down her spine. Never trust Norman Osborn, two decades of Marvel comic readership whispered, especially when he looks perfectly harmless.

"Yeah." He said, smiling. "Dad, allow me to introduce Eleanor Blake, my English tutor, voice of reason, and possible contender for second best friend position."

"'Second best'?" Ellen repeated, sliding into a visitor's chair. "I'm wounded." Her eyes flicked over to the disconnected monitoring equipment. "Cleared to go already?"

"Nah, they want me to stay overnight for 'observation'." Harry said, making the appropriate quote marks with his fingers. "Apparently weird things happen around super fights and they want to make sure I don't turn green or anything."

She smirked at that. "Well, I can see why they'd want to do that; green is definitely not your color." It better not ever be. "Though, I must say, the idea of Hulkamania running rampant over Flash Thompson has its appeal."

That got a chuckle out of the redhead. "Sorry to disappoint, but I still remain amongst the ranks of ye mortals."

"Well, at least you picked up something from Shakespeare, if only an passing understanding of Elizabethan English." Ellen said, relaxing a little. "Let's just make a point to avoid these kind of events in the future, yes?"

"Well, my dad seems to think that Spider-Man goes to Midtown." Harry said.

"Would you know anything about that, Eleanor?" Norman asked.

More than you know, Ellen thought to herself. "If you're asking about speculation, I think Spider-Man's quipping ability disqualifies most of the athletic types." She said aloud, "They haven't got enough brain cells between the lot of them to come up with a decent come-on, let alone a constant stream of quippage. And please, Mr. Osborn, it's Ellen. Eleanor is reserved for my parents, teachers, and arch-nemeses." Let's see where you land.

Norman smirked at that. "I shall make an effort to avoid becoming the latter then." He said. Something buzzed in his pocket and he pulled a cellphone free. "Ah… business calls, I'm afraid. I'll be back later, Harry. A pleasure to meet you… Ellen." Norman said, excusing himself from the room.

"First Peter, then you… what's with my friends and getting my dad to crack a smile?" Harry asked as soon as the door closed. "I swear, he's smiled more around you two in the last year than he has my entire life."

"That's depressing." Ellen said.

"Peter claimed it was a 'gift'." Harry said, flashing the quote mark fingers again.

"Well, when he goes fifteen years without getting complimented once by a parental figure, then he'll have room to talk."

Harry chuckled. "Yeah."

The rest of the visit passed in amicable silence.


Okay, how shall I number the sins of this fic? Oh right.

First sin – how dare a female OC be a major – nay, the main character? A female OC from our world, who sees the world of Marvel as we do – a work of fiction, that comes with handy dandy guides?

Second sin – how dare ye cross the streams of canon, ye newblood, placing 616 line symbiotes in a universe based of the 1610 line?

Third sin – how dare ye rewrite the children's cartoon, upping the adult themes, altering the humor, and taking cheap shots at beloved characters?

Okay, it's not the greatest thing ever brought from my (figurative) pen, but I am going into this with a fair grasp of the canon (the two first seasons of the show on my hard drive) and (important) things that will make this story a bit better than your average retread. Plus, who holds Doctor Bong beloved other than as an excuse for weed jokes? I mean, really. DOCTOR BONG.

The OC is not over aware of the Ultimate Comics, much less the Ultimate Spider-Man cartoon (like it doesn't even exist for her, not all of us can afford satellite with DisneyXD in the channel package) but also because, honestly? It has maybe three or four holdovers from the 1610 line, and thankfully, that's it. The Ultimate line is depressing). She's got a fair grasps of the main universe though, and that's enough to have a leg up in the situation (and enough to cause a fair few misunderstandings).

Two symbiotes you might ask? Well, okay, it'll come together after a while, but it's not like she can fusion dance them. Ever. Hard and fast rule there. Mutually exclusive beings, remember? Anti-Venom destroys / destabilizes other symbiotes and unnaturally gained powers (radiation based, drug based, basically, if healing you 'fixes' it, Anti-Venom has your number), while Toxin is the strongest symbiote, with the mind-altering effects (look, I'm not having the cannibalistic alien suit with the personality of the worst demonic sugar-high six year-old ever running rampant over this story) to match.

And rewrites of the show? Okay, that's kind of a fair accusation at this point, but I've got plans for independent 'episodes' of sorts, along with variations of the canon established by the cartoon (what little canon they have), because, honestly? I think that Ultimate Spider-Man has a lot of unrealized potential that will continue to be unrealized because the people in charge are utterly dedicated to the idea that kids shows need to be dumbed down, plus some characters are just dumb bunnies (NOVA, YOU SPACE NUT). Plus, I got so many Marvel things, I can go all kinds of places.

Look, I can respect a desire not to go over the kids' heads all the time, but kids aren't stupid. I was up to the fourth Harry Potter book, reading on my own, by second grade, and the only thing that stopped me from going forward from there was the fact that book five wasn't out at the time (just revealed myself to be a regular dinosaur, eh?). Plus, the sheer marketing that they're going on about in the show… let's just say that I can pick and choose my hang-ups with Ultimate Spider-Man, okay? There's enough of them to go around.

Finally, on a more personal note, yes, I'm moving over to AO3. Not because I don't like it here on FF, but because AO3 will let me post art in the stories and that's hella cool to me. I'll still update the stories here for a while, but activity (such as it was) will be reduced.