Author Notes: This version has slight differences to TMNT 2012; in this story April O'Neil is completely human, as is Irma. The story takes place in Teenage Mutant Ninja Turtles set before Target April O'Neil and end of Season 2 of Spectacular Spider-Man

Spider-Man and the Spider-Trio Episode 1:

Birth of Scarlet Spider, Spinneret, and Spider-Woman

02:00 AM (Tuesday morning)

Midtown High School, Midtown, New York City…

A man dressed in black gear, his face covered with a balaclava, was carrying a dark blue duffle bag as he looked for two specific lockers. He came across a row of lockers and after verifying that this was one of the lockers that he had been looking for, he picked the locker padlock. After opening the lock and removing it, he opened the locker. Inside the locker was a picture of Gwen Stacy, Mary Jane Watson, Harry Osborn and Peter Parker all posing in a group, as well as another photo of Captain Stacy, Helen Stacy and Gwen Stacy standing outside a NYPD police station. He then proceeded to open the duffle bag and remove an Oscorp-labelled container which had two spiders inside. The man then removed one of the spiders from the container and placed it inside the locker before proceeding to close the locker and relock it.

The man then walked to another locker and after once again verifying the locker number he proceeded to pick the lock and open the locker. This locker had a number of pictures of young Mary Jane Watson and Peter Parker taped on the inside of the door. He then removed the other spider from the container and placed it into the locker before closing it up and placing the padlock back on the locker. He placed the Oscorp container back into the duffle bag. The man then took out a cell-phone and dialed a number from his phone contacts.

"Have you finished the task? Have you placed the Oz-Enhanced spiders into those lockers I requested of you?" inquired a mysterious person speaking with a distorted voice.

"The job has been done. I've placed spiders in Stacy's, Watson's, and O'Neil's lockers as you requested," said the man in black gear.

"Excellent work, Chameleon. I knew you could handle this mission. I will see to it that the money is transferred into your Swiss bank account as you requested," said the mysterious person on the other end.

"I always like working for you boss; you always pay me well. I look forward to working for you again" said the Chameleon.

"If I need your talents again Chameleon I will email you the details as always, and pay you like I always do," said the mysterious person.

The Mysterious person then ended the phone call and the Chameleon placed the phone in his pocket and departed from the school.

9:00 AM

Gwen Stacy looked through her locker, searching for her science textbook. She eventually found her textbook, but as she reached for the book, her hand was bitten by the spider. Startled, Gwen quickly pulled her hand back and looked down at it, noticing the bite mark.

"Damn it, something just bit me!" Gwen exclaimed before picking up her science textbook and closing her locker.

Gwen then headed towards her Science class. As she did, she began to feel funny; sweat started pouring down her face as she came across her friend Mary Jane Watson at her own locker. "Hey, MJ, do you have any aspirins I can borrow?" asked Gwen.

Mary Jane Watson looked away from her locker at her friend, taking away her attention from her own locker. Mary Jane noticed that Gwen was not looking very well. "Man, Gwen, you look terrible, maybe you should go home," MJ suggested.

"No I can't, my dad is working a double shift and he won't be home till lunch time," Gwen said as she wiped some sweat from her brow with her sleeve.

"I'm sure if you ask Pete, he will ask his aunt to look after you till you dad come off his shi…" MJ was saying, but before she could finish, something bit her hand.

"Ouch!" MJ yelped in surprise.

"What happened?" Gwen inquired as she leaned against the lockers a little unsteadily. Gwen noticed that MJ was shaking her right hand and grimacing slightly in pain.

"Something just bit me," MJ replied, annoyed. Mary Jane then quickly closed her locker. MJ looked over to see Gwen struggling to stand and leaning against the lockers before she slumped to the floor slowly. Gwen groggily looked up to see MJ rubbing her own eyes as sweat started to pour down her brow before she slumped to the ground next to Gwen, who was struggling to stay awake. Her eyes heavy, Mary Jane saw their friend Peter Parker was running over towards them.

"Pete, can you get the Nurse and Principal Coulson? Tell them we need an ambulance. Gwen and I are seriously ill and we need medical treatment," said Mary Jane.

Peter nodded and quickly ran to the principal's office. Mary Jane then stumbled backwards and slumped against the lockers, slowly sliding to the floor. The moment her butt touched the ground, Mary Jane blacked out.

Same Time

Roosevelt High School

April O'Neil was walking towards her locker when she was approached by her friend Irma. As she reached her locker, she was soon joined by Irma.

"How was the tutoring session with our school's star Hockey player?" asked Irma.

"Not that bad, actually, if he spent that much time and effort with hockey practice and applied that, he may be able to pass his classes with ease," replied April.

"So when are you tutoring him again?" asked Irma.

"I'm going to be tutoring tonight, so ready for next week's big mathematics test," replied April as she opened her locker and put some stuff into her locker, including her shellcell, which Irma didn't see her doing before something bit her hand and caused April to scream.

"Is everything alright, April?" asked Irma

"No, something just bit me," replied April as she pulled her hand out from her locker and noticed bite marks, starting to feel extremely unwell.

"Are you ok, April, do you want me to get you to the nurse?" asked Irma as April slumped down to the floor before noticing Casey Jones come towards her. Irma noticed he had a black bruise around his left eye.

"Casey, get Nurse Easterland, April is ill!" screamed Irma as she knelt down next to April, seeing sweat running down her best friend's face. She didn't know what caused it, and she wouldn't be getting answers anytime soon as April quickly passed out

.

Fourteen Hours later

Unknown medical facility in an undisclosed location…

Gwen Stacy came to and looked around to see that she was in a bright white medical room with state-of-the-art medical equipment. She was hooked up to a heartbeat monitor and she looked around the room, noticing that in the bed next to her was Mary Jane Watson, who was also hooked up to a heartbeat monitor. While looking at the bed on her opposite side she saw April O'Neil, and then saw that her left hand was cuffed to the side of the bed frame. She also noticed that her clothes had been removed and she was now dressed in a green hospital gown.

In the neighbouring bed Mary Jane Watson slowly came around. She was also dressed in a green hospital gown. She sat up and went to rub her eyes but as she did, she realized that her left hand was also cuffed to the side of the hospital bed.

"Oh, my aching head," Mary Jane groaned as she rubbed her head with her un-cuffed right hand. "What happened? The last thing I remember Pete was coming over to us after something bit my hand. Do you have any idea where we are?"

"Not sure. I do remember a few flashes, but it is mostly a blur. I vaguely recall paramedics working on me, but I was so out of it I can't be sure. But somewhere along the line, I completely blacked out and I don't remember anything until waking up in this room handcuffed to the bed," Gwen replied. Gwen then looked down at her hand and noticed that the bite mark was now completely healed.

"Gwen, do you remember being bitten by something in our lockers?" MJ asked.

"Yeah I do. But it seems to have healed up, what about you, MJ?" asked Gwen.

Mary Jane looked down at her hand and saw that it, too, was completely healed. "Yeah, mine's completely healed, too," she answered.

"MJ Do you know we aren't alone in the room? We have a roommate," said Gwen.

"Have you seen her before?" asked MJ.

"No," replied Gwen as April O'Neil started to stir, eventually waking up and looking around the room at the two teenagers looking back at her and waving at her with their free hands. April started rubbing her head, trying to remember how she ended up in this this bed.

"Oh, my aching head, anybody catch the name of that drummer that's pounding my head like bongos?" asked April.

"Are you ok? Do you know where you are?" Gwen asked, looking over to April as she sat up in bed, looking around the room and noticing she was also wearing a green hospital gown.

"Not really, the last thing I really remember was talking to my best friend Irma. I had my hand inside my locker and then something bit me, then passing out, then nothing till waking up here. Anyway, my name Is April O'Neil, what's yours?" said April.

"My name is Gwen Stacy and the girl next to me is Mary Jane Watson. We are Midtown High School students, and it would seem the same thing that happened to us happened to you as well," said Gwen.

Just then M.R.D. Director Colonel William Stryker entered the room followed by Dr. Adriana Soria.

"Who are you! Where are we?" asked Gwen.

"Good to see you're all awake and to answer your question Miss Stacy, I am the new Deputy Director of the Mutant Response Division. My name is Colonel William Stryker, Sr. You three are currently housed at a state-of-the-art MRD facility in upstate New York. With the assistance of Dr. Soria here, I will determine the nature of your illegal genetic abilities and what is the best way to handle your situations, Miss Stacy, Miss O'Neil, and Miss Watson," Colonel Stryker replied.

"And I am MRD Mutate Research Specialist Doctor Adriana Soria and I am here to oversee and conduct any medical test that will no doubt be required while you are in M.R.D. custody," added Dr. Soria.

"What are you talking about? We don't have any mutant or mutate abilities, we're just normal people," MJ said.

"Not according to the tests that Doctor Soria performed when you were brought to my facility after each of you assaulted a number of hospital personnel. Each of you has put a number of nurses in critical condition, and I was instructed by hospital staff to remove you to a more secure location that could better detain you, where we will determine what happens next," replied Colonel Stryker.

"So how did we get these so called powers, then?" asked April

"From early investigation it was determined that Miss Stacy stole three Oscorp Oz-enhanced spiders, placing one in her locker and one in your locker, Miss Watson, while also supplying one to you. Miss O'Neil," Colonel Stryker explained.

"Gwen would never do such a thing, you must be mistaken," MJ protested.

"Why should I believe you, Colonel? You are the one detaining us in this medical facility," said April

"I can assure you, Miss Watson, Miss O'Neil, we have over a dozen logs gained from her intern workspace at Oscorp as well as CCTV footage and eyewitness statements from the security personnel on duty. We also have footage of you, Miss Stacy, placing those spiders in those lockers. However, if you agree to work for the M.R.D. as members of my Team X and do what is asked of you for your country, then the three of you will be released with all charges dropped," Colonel Stryker replied.

"What are April and MJ, what are they being charged with?" Gwen asked.

"We have strong reason to believe, and checked both Miss Watson's and Miss O'Neil's emails and search information to confirm, that the trio of you interacted on a Spider-Man fan group's chat room and planned this so you could gain similar powers to Spider-Man. Using your access to Oscorp, you planned it with Miss Watson and Miss O'Neil; that amounts to conspiracy and that means that she can be charged with everything that you are charged with, Miss Stacy. And keep in mind you are both looking at an additional ten to twenty years if the three nurses in critical condition die," Colonel Stryker replied with a smirk.

"That's blackmail!" Gwen exclaimed.

"What if we refuse your offer?" MJ inquired angrily.

"Then you all will be charged and detained in a government facility designed to house superpowered criminals called The Big House. How long you will be kept there will be determined at a later date, depending upon what happens with the three nurses that you injured. Most likely you'll all end up dying in that facility cut off from your family and friends. I will give you three hours to decide," said Colonel Stryker. With that, Colonel Stryker and Doctor Adriana Soria left Mary Jane Watson, April O'Neil, and Gwen Stacy alone in the room.

Observation room

Baron Zemo and Dr. Arnim Zola were in the observation room. Both of them were watching the medical facility and soon they were joined by Colonel William Stryker and Dr. Adriana Soria.

"I hope for your sake, Doctor Soria, that you have been successful in recreating the incident that is believed to have create Spider-Man," Baron Zemo threatened.

"These are the spiders that were used and overseen by the former heads of Oscorp's Super-Soldier programme started by Norman Osborn, Doctor Richard Parker and Doctor Edward Brock, Sr. I took over after the deaths of Parker and Brock and their wives. I appointed Dr. Curt Connors to help me with the project, you should have faith that we have the chance to create new super-soldiers," replied Dr. Soria.

"We shall see what they shall decide; whether they agree to work for Team X willingly or if we go with the alternative plan and we use the Winter Soldier brainwash method on them and brand them X-24, X-25, and X-26. Have you placed the tracking chips in them as a failsafe in case they escape the facility?" Baron Zemo inquired.

"I took the liberty to install the tracking chips while they were heavily sedated from the spider bites and the sedatives. We fitted a microchip to the base of their necks; when they receive a message or call from you or anyone else in Hydra's chain of command, they will become Hydra assassins. Once a second command is sent they will return to normal, not remembering anything they did while under our control. We have learned much from the failure of Project X-18, the Winter Soldier," explained Dr. Zola.

"I hope you are right about this, Zola, we have spent too much money to finance these new weapons of ours," said Baron Zemo.

In the medical room…

"April, you have to believe me, I had nothing do with us getting superpowers," said Gwen.

"I do believe you, something isn't right about him, I keep getting a buzzing feeling in my head," said April.

"So what are we going to do? I don't trust Colonel Stryker, something is off about him, I have a very bad feeling about this," Gwen said.

"I agree with you and April. I'm getting a similar strange feeling, like a ringing in my head when I'm around that Stryker. We have to do something to get out of here. Do you think this is the same ability as what Spider-Man gets when he's in danger, some sort of sense that warns him?" MJ asked.

"It could be. Once we get out of here, we can find him and ask him about it," answered Gwen. Gwen pulled hard with her left hand and with great strength, the chain of the handcuff snapped, freeing her. Gwen let out a small cry of triumph.

"Incredible!" MJ exclaimed.

MJ then tried to break her handcuffs as Gwen had. She easily broke the handcuffs, freeing herself, which was quickly followed by April breaking her cuffs. The three girls then threw back the bedsheets, removed the heartbeat monitors' sensors and wires, and walked over to a nearby cabinet. They opened it and saw that their clothes were inside. The three girls took their clothes out and quickly began getting changed.

"Now we need to find a way out of here," Gwen said.

"You lead the way," Mary Jane said.