A/N: Going through various ideas that have been played around with in the past, and after playing the latest Spider-Man game from beginning to end, I decided to try for a story that is a bit different. Of course, I was also inspired by Wraith002 and his story 'Along Came a Spider' that has many DC and Marvel fans curious.

Combining Spider-Man and Static Shock is something I feel would make a good addition. What with all the hype the web-slinger has been getting as of late, and I always believed that the old show Static Shock was criminally underrated. It was entertaining, had a couple good laughs, and taught a lot of good life lessons to kids who saw it. That and its occasional crossover with Justice League.

That all being said, aside from making this not only with a Female Static/Vergil, there will be a lot of changes done to the original plot. Kinda have to with another hero in the mix with his own backstory. And I will be putting elements of Marvel in here as well to shake the story up even more.

There aren't that many crossovers out there in this category, hopefully this one will help break the mold for others to follow in the future.

(Disclaimer: I don't own Marvel or DC)

In the dead of night, on the outskirts of Dakota City, a warehouse was in the process of being broken into.

Inside, three thugs in ski masks were in the process of loading various electronic appliances into the back of a white van parked outside while a fourth was covering the three guards they had knocked out and tied up in the corner.

"Speed it up, we ain't got all night." one said to the others.

"Why you sweatin' me dude? The guards are on ice, the alarm's shut off. Everything's covered." another thug replied as he carried a tv over to their getaway vehicle.

As he approached the van, the florescent lights above him started flickering until they came on, illuminating the once dark warehouse. The thieves all looked upward in alarm just before the tv in the one thugs hands suddenly came to life and flickered through channels.

Surprised, the thug was suddenly thrown back into a stack of boxes by a bolt of purple lightning.

"What the hell is up with that?!" one of the other thieves shouted before more electricity hit the appliances he and his other partner were carrying, causing them to explode in their hands.

"You mean, 'What up with that'." a female voice called out before someone came flying into the warehouse.

A young black girl dressed in a purple jacket with yellow lining over a white half-shirt with a black circle with a lightning bolt in the center, black pants and running sneakers. A white mask covered her eyes with yellow sunglasses resting on her forehead and gloves on her hands, her hair done up in dreadlocks that were tied back with a ribbon.

He mode of flight being a manhole cover coated in purple electricity that she rode like a skateboard.

"Either use slang properly, or don't use it at all!" the mask girl called out to the thieves as she grabbed a support beam and flipped back around toward them.

"It's a kid on a flying manhole!" one of the thugs shouted.

"I don't care if its Aladdin on his magic carpet, get her!" another said back while taking out a crowbar.

The thief watching over the guards turned his pistol to the new target when a strand of white rope suddenly shot down and yanked it from his hand. A second later a pair of feet slammed into his chest and sent him slamming into a wall where he slumped to the ground knocked out cold.

Another masked figure dropped to the ground in a crouch before rising to their full height. This one male in a red body suit, boots, gloves and mask with white eye pieces. A pair of metal wrist bands were on each of his arms, matching the utility belt strapped around his waist, the whole getup brought together with a blue, sleeve-less hoodie with a black spider symbol printed on the front.

"Looks like someone could use a timeout." the masked man quipped, holding out both arms with his middle and ring fingers on both hands pressed to his palms. Streams of webbing-like rope shooting from the bands on his wrists, ensnaring the thug in a cocoon and binding him to the wall.

The remaining two thieves, distracted by the appearance of a second vigilante, were taken by surprise when bolts of electricity struck them, yanking every weapon they had stashed on them away and up into the air.

"Metal weapons and dumb thugs, how easy can it get?" the flying girl said before clenching her hands causing the weapons to explode. The two men covered their heads and ran for the nearest exit, only for the girl to drop down and deliver an electric-charged punch to the nearest one's face and knocking him flat.

The last thug cocked his fist back to throw a punch, only for a line of webbing to snag his hand and yank him backwards.

"Didn't your mama teach you not to hit girls." the spider-themed vigilante said as he caught the thief and raised him up with surprising strength before throwing him at a wall where he was bound upside-down with webbing.

Raising her hand, the girl fired streams of electricity that grabbed the two unbound thieves and stuck them to the ceiling. "As much as we would love to keep playin' around with you guys. We got places to be. But don't worry, you got more company on the way." she quipped before firing more electricity up through a sky-light and into the air where it formed an arrow pointing down at the warehouse with the words. 'Bad Guys This Exit!'.

With their job done, and with sirens approaching, the duo took their que to leave. The girl while flying her manhole cover, the boy using lines of webbing to take to the air and begin swinging among the buildings.

Both of them stopping on a rooftop when they were far enough from the scene and watched the police arrive.

"Whew, that was something." the girl said grinning. "Not bad for our first bad guy beat down."

"Definitely therapeutic." replied the male as he was perched on the ledge of the building. "Almost hard to believe it's been only so long."

The electric-themed heroine rubbed her arm with guilt clear on her features. "I'm still really sorry about that. If I hadn't been so stupid-"

"Val." she looked up as the other vigilante stood from his perch and turned to her. Removing his mask to reveal a white boy her age with messy brown hair and brown eyes, a kind smile greeting her. "I never blamed you for what happened, and you know it."

Sighing, Val removed her mask as well. "I get that, Ben. I really do. It's just still hard to grasp, ya'know? A week ago we were just regular kids, now..."

"A lot's changed." Ben finished her thought before looking out over the city. "And now we can really make a difference.

"Together?" Val asked as she came up beside her long time friend who smiled back at her.

"Together."

Sirens were heard somewhere out in the city catching their attention. "Looks like they're playing our new song." Ben said as he pulled his mask back on. "You ready, Static?"

Val grinned as she put her mask back on too, "Right there with you, Spider-Man."

Both young heroes jumped from the building and headed in the direction of the disturbance.

It was a hard concept to grasp that just a short week ago, Valerie Olivia Hawkins and Benjamin David Reilly would have been considered to be the least likely of people to be in the situation they were now in.

But life has a strange way of changing when you least expect it. And for these two friends, such a change came from a bad situation.

X One Week Ago X

The sun rose over Dakota City with the coming of another new morning, shining through the window and into a bedroom of a modest two story home and onto a 16 year old male with brown hair as he laid facedown asleep in his bed.

When the clock radio on his bedside table clicked over to 7:00AM, 'Always' by Saliva started playing, rousing the sleeping teen awake.

Ben Reilly yawned loudly as he sat up, rubbing his eyes and wiping dried saliva off his mouth with the back of his hand as he pulled himself out of bed. Allowing the music to fill the room as he went over to his dresser to get what he needed for the day.

His room looked like one would expect from a kid his age. A little messy with a few pieces of clothes here and there on the floor, band posters on the walls and a guitar tucked safely in the corner. Two things stood out, however. Two shelves on the walls held several trophies and certificates awarded for Judo along with pictures of Ben at various ages with different colored belts in each one.

The other thing that stood out was his desk. A computer set up on one end, an array of tools and electronic components scattered across the other with a partially assembled motherboard in the center.,

Finding the clothes he was going to wear that day, Ben looked up at the small tank sitting on the top of his dresser. Wood chips layering the bottom with several pieces of dried wood, a water dish and a hollowed out half-log that was covered in webbing.

From within the small alcove, four pairs of hairy legs slowly crawled out into the open to reveal a tarantula with red-ish brown hair with grey stripes running down its back.

"Mornin' Ace." Ben said to the arachnid, reaching over and opening a small container and taking out a couple live crickets, tossing them into the tank and replacing the lid on both.

The spider snatched up one of the smaller insects instantly and started eating while his owner left his room and into the bathroom across the hall to shower and get ready.

X

Now dressed in a navy t-shirt and jeans, backpack slung over his shoulder, Ben descended the stairs and turned into the kitchen of his home where his mother was sitting at the table drinking a cup of coffee while working on her laptop. Dressed in her blue hospital scrubs and her long brown hair done up in a bun prepared for work.

"Mornin' Mom." said Ben, setting his backpack on the counter by the door before making himself a bowl of cereal. "When did you get home last night?"

"Morning, dear. And just after one this morning." replied his mother, "I had a patient with a high fever that wouldn't break.

The teen nodded, Eva Reilly was a doctor at Dakota General and was very compassionate about her job. Even though it kept her from home a good deal of the time, she always made time for her family when it mattered most.

Finishing her work, Eva closed her laptop and moved her glasses to the top of her head, uncovering her dark-green eyes. "So I hear your school's homecoming is coming up. Have you figured out what you're going to do?"

Ben swallowed the bite in his mouth, "I have...something in mind." he replied with a little hesitation.

His mother fixed him with a knowing look and smile, "Have you asked her yet?" her answer was a head shake "Why not? The two of you have known each other for a long time. You both would have a lot of fun."

"It's not that simple, mom." her son replied, pink coloring his cheeks as he focused on the table infront of him. "I just don't wanna screw things up between us."

Eva reached across the table and patted his hand, "Ben, ever since the two of you were little you've always been there for each other. Asking her to a dance won't damage that." she looked at the clock on the wall, "You better be off or you'll be late."

Ben set his now empty bowl in the sink, kissed his mom on the head and grabbed his bag. "Love you, mom." he called out as he left the house.

Back in the kitchen, Eva looked at a picture that hung by the door. One that showed herself, a younger Ben and a man who was the boys older duplicate wearing a police uniform.

"Mark, if only you could see how much Ben has grown." she breathed softly, her fingers brushing over the cross necklace she wore everyday that also had her late husband's wedding band on it as well.

X

The usual sounds of morning traffic greeted Ben as he went down the steps to the sidewalk before heading up the street to another house a few doors down from his own. At the same time an older black man with square glasses wearing a blue shirt and pants carrying a briefcase stepped out.

"Hey Mr. H!" he called to the man who smiled his way.

"Morning, Ben. Valerie should be out in a minute, she was just finishing breakfast." Robert Hawkins replied kindly, "You still planning on coming to the community center later?"

"Wouldn't miss it." Ben said back as the man left for work. Another minute later the door opened again and he was greeted with the sight of his best friend Valerie.

The two of them had been best friends since they were little kids, always being there for one another through the good times and the bad. Unlike a lot of girls, Valerie preferred to be like one of the boys a lot of the time, choosing skateboarding, reading comic books and playing video games over other things.

She stood a couple inches shorter than Ben, her shoulder-length dreadlocks tied back with a yellow bandanna wearing an orange tank-top and skinny jeans that accented her figure nicely...

Not that Ben noticed...or tried not to anyway.

"Hey, B." Valerie beamed, smiling brightly which had him grinning back.

"Hey, Val. Long morning?" he asked.

He got a sigh, "Sharon made breakfast today."

Ben grimaced, "And you're still alive, praise be!" he joked, getting a laugh from his friend as they walked their usual path to school together like they did every morning.

Like many places, Dakota had its fair share of problems that made folks pay closer attention to their surroundings. Most of those issues were gang related, all of it leading back before the Dakota City Riots years prior which had claimed many lives.

Two of them being Jean Hawkins and Mark Reilly, Valerie's mother who was an EMT and Ben's Father who was a police officer.

"Did you manage to get the answer for 21 on the history homework?" Valerie asked as they went through a crosswalk a couple blocks from the high school.

"Gettysburg." Ben replied without hesitation, "Did you do the reading?" he asked back.

"Most of it, I got a bit distracted last night." came the answer.

"Fell asleep at your desk again, didn't you?" Ben asked, already knowing the answer.

Valerie gave him a light shove, "Hey, not all of us can be border-line genius. Why do you even bother staying in high school when you can go onto the big leagues?"

Her friend stopped and gave her a cheeky grin, "What? And rob you of my charm and good looks?" he got an eye roll in response as they stepped onto the campus, both of them being greeted by their friend Richie Foley.

"Val, Ben, how's it hanging?" he asked.

"The usual, Rich." said Ben, fist bumping the blonde as the three of them entered the school together. "You manage to score that circuit board we talked about?"

"It was delivered last night, with any luck we should have the CPU up and running in no time." said Richie.

"While you boys talk shop, I need to get things from my locker. See you guys in homeroom." said Valerie before breaking off and heading down another hallway.

The two boys watched her leave before Richie turned to Ben, "So...did you ask her yet?"

Ben sighed, "No, I'm still working my way up to it."

"Seriously? Dude, just go for it. You two have known each other forever, and honestly you two would be perfect for each other." said Richie.

"So I keep hearing." the dark-haired boy replied.

Richie put his hand on his friend's shoulder, "How long have you had those feelings for Val?"

"Couple years now." Ben answered honestly.

"You'll never know if she feels the same unless you take the plunge, man. And even if she doesn't, it don't mean that you guys still can't have a good time as friends at the dance." said the blonde.

Ben shook his head and smirked at him, "Careful, Rich. Your inner romantic is showing." the two shared a laugh. "Alright, I'll go ask her. Wish me luck."

Richie clapped him on the back, "You won't need it." he said, flashing him two thumbs up as he headed to his own locker.

Adjusting the strap on his backpack, Ben took a deep breath and went in the direction Valerie had gone. Running several scenarios of how to approach his friend with the idea of them going to the homecoming dance together.

He had started crushing on Val when they were 12, he didn't know exactly how his feelings for her had gone from that of a best friend to a love interest. And even though he was able to suppress those feelings for the sake of their friendship, he still found himself noticing more about her than he did before.

The spark in her eyes when she laughed, the dimples in her cheeks when she smiled, her kind nature and her willingness to help others.

Yeah, Ben had it bad for Valerie.

Taking another deep breath to steady his nerves, he turned the corner-

Stopping in his tracks and gritting his teeth in anger when he took in everything before him.

Valerie was backed up against her locker with another boy looming over her. Dark-red shirt and tan pants, visible muscles with red spiked hair with blonde streaks running through it with a matching soul-patch on his chin. A look of arrogance and bad intentions etched on his features as he grinned down at her.

"Come on, sweet cheeks. You, me, homecoming. I think we'd have a good time." said the male, trying to peek shamelessly down her tank top at her cleavage.

"Get lost on the way to detention, Francis?" Ben asked sharply, causing the other male teen to turn around.

"Running your mouth again, Reilly? That'll be hard to do without any teeth." Francis sneered with his fists clenched

Ben dropped his backpack as students started to gather around them, "You know, the tough-guy act just proves you're overcompensating for something, right?" he quipped. Causing the hot-headed teen to grit his teeth.

Francis shot forward and swung a fist, Ben quickly leaned left, grabbing his wrist and putting his right leg behind one of the bully's before tossing him into the lockers on the other side of the hallway. Taking a stance from his judo training as the other teen got back to his feet and growled like a rabid animal

Ben prepared himself as Francis charged again, but a much taller male with a doo-rag stepped in the way. Grabbing Francis by the front of his shirt and throwing him down the hall.

"Yo, I know you're not sweatin' my man Ben or my home-girl Valerie." he spoke threateningly.

"Nah, Wade. We were just playing." the bully replied as he got back up again and sent a glare at Ben. "See you around, Benny-boy." he clicked his tongue before storming off down the hall.

Narrowing his eyes, Ben turned to Valerie as she stepped next to him. "Thanks." she said, sounding a little uncomfortable about the situation she had been in.

"He was being a creep, I always got your back Val." he said with an easy smile as he picked up his bag, the two of them heading off to homeroom together.

Behind them, Wade watched them leave with his thoughts churning.

X

"Another showdown with F-Stop?" Richie asked after school as he, Ben and Valerie were heading for home. "Dude, he's gonna have your number at the rate this is going."

"Francis is just a hot-head. Acts big and bad if he thinks it'll make him look good." replied Ben.

Valerie looked at him worried, "You're too calm about this, you know. A lot of rumors have been going around about Francis and his 'friends', most of them bad."

Ben shook his head, "Fear and violence are his only weapons. It's why no one stands up to him. And I can't just sit back while he treats others like garbage, especially when it's people I care about."

Richie couldn't help but nod in agreement while Valerie turned to the side to hide the slight darkening of her cheeks at her friends declaration. "Well, you get in another tight spot with F-Stop, just know I got both your backs." said the blonde, fist bumping both his friends as they separated. He one way, the other two another.

"You know, it was surprising how Wade stepped in like he did." Valerie said after they crossed the street infront of them.

Ben hummed in agreement, Wade wasn't exactly a stand up citizen either. He was part of a gang who had done their own fair share of trouble around the city, so the fact that he would get in Francis' way like he did was unusual.

Though, if he were honest, Ben had an unsettling feeling about it.

They rounded another corner on their way to the community center when they saw someone ahead of them.

Francis stood leaning against a lamp post with his arms crossed, fixing the two friends with a sadistic smirk as if he were expecting them.

Ben stood infront of Valerie protectively as another male came up beside the bully, effectively blocking the way. He felt his friend tap him on the shoulder and he looked back to see a third male coming down the way they had just come, and a fourth crossing the empty street beside them.

Knowing the odds were against them, Ben grabbed Valerie's hand and pulled her down a nearby alley. Both of them running as fast as they could while the four behind them gave chase.

"What are we going to do?!" Valerie asked, desperation and a fear in her tone as they kept running.

Ben didn't have a chance to answer her when they turned a corner in the alley and saw a fifth thug blocking the exit. They were completely boxed in.

"Well, well. Fancy meeting you two here." Francis said mockingly as his crew started to surround them.

"If we knew you were throwing a party, Francis. We would have brought better entertainment." said Ben, knowing well that another fight was coming.

Francis sneered as he clenched his fists, "Time to pick up where we left off, Benny-boy. And this time no one's stepping in to help you."

Without warning Ben spun around and slammed his backpack in the face of the thug on the far right. "Val RUN!" he shouted, snapping his arm up and blocking a punch from another thug before delivering a hard kick to his chest and sent him into a pile of garbage.

Valerie hesitated, not wanting to leave her friend behind to fight alone. But she knew that she had to get help and fast. Turning to run, she was cut off by the one Ben had hit with his backpack.

"You're not goin' no where!" he bellowed, making to grab her.

His answer was a swift kick between the legs that dropped him to his knees and giving her a chance to flee.

"Looks like your girl bailed on you." Francis said as he swung his fist at Ben who ducked under it and threw one of his own that was blocked.

"Maybe it was your bad breath that scared her off, Francis." Ben quipped just before one of the other thugs charged, catching him off guard as he was tackled into the wall.

Ignoring the pain in his back, Ben slammed his right elbow down hard on the thug's back, staggering him enough to throw him aside only to get a fist to the face from the red-head leading the attack.

"Not so tough now, are ya Reilly?!" Francis shouted, delivering a swift kick to Ben's stomach while he was down. Two of his friends coming up, holding him up by his arms as he slugged the other teen in the face again.

Spitting blood out from his split lip, Ben started chuckling. "You know, it's funny. You act big and bad, but that's only because you got your alter-boys here backing you up." he grunted when Francis punched him in the stomach again preparing to do more when he saw three other people running down the alley at them.

Valerie being with them with Wade leading.

"Time to bail!" Francis shouted to his friends, the two holding Ben threw him against the wall, his head bouncing off the bricks hard while the thugs all retreated.

"BEN!" Valerie shouted, dropping down beside him while he held the back of his head with a grimace. "You okay?"

"Depends...how bad's the face?" he asked despite the pain he was in.

Relief flooded the young African girl knowing he was still cracking jokes before she started checking him over. His lip was cut open and he had the beginnings of a black eye, but there didn't seem to be anything else. Thankfully his head wasn't bleeding from being thrown like that.

Wade and one of his gang buddies approached them as Valerie helped Ben to his feet. "Both of you, meet me under the stone bridge in a half." he stated bluntly before he and his friend turned and left the alley.

"Uhh, okay? Why?" asked Ben, not liking the idea of being anywhere near Wade or his 'friends'.

"Stone bridge. In a half." Wade stated again, leaving no room for argument as his disappeared from sight. Leaving the two teens with a sense of dread.

X

Against their best wishes, Ben and Valerie made their way to the spot Wade told them to meet him at.

Even though they would have preferred to be anywhere then with a bunch of gangbangers. But if there was one thing the both of them knew well living in the city, it was that certain people should never be crossed. And if they were...then bad things happened.

The old stone bridge was on the other side of Dakota, taking them almost twenty minutes to get there. Making their way down an embankment with steps.

"What do you think they want with us?" Valerie said, anxiety lacing her tone at what might happen.

"I don't know." replied Ben, ignoring the many aches and pains his fight with Francis and his cronies had caused. "But be prepared to run if things turn south."

She stopped and fixed him with a look, "Not a chance, Ben. I'm not going to run away while you get your ass kicked again." her friend looked ready to argue but quickly cut him off, "Look, you've always protected me ever since we were kids. Always taking the hits. I don't want to see you get hurt anymore just for me."

"If it means getting you out of harms way, it's worth it." Ben said with conviction.

"I'm not completely helpless, you know." Valerie replied, "We're in this together, okay?"

Ben knew that there was no talking her out of anything when she was like this. Valerie was many things, loyal and stubborn being two big ones. Especially when it involved her friends and family.

Nodding to one another, the continued down to the base of the embankment. Finding a large gangbanger standing guard outside a maintenance door leading into one of the base supports of the bridge.

Sending the both a cold look, the banger grabbed them both by a shoulder and shoved them through the door before closing it behind them. Causing everyone inside gathered around a card table to look up at their arrival.

"...You know, it's such a nice day outside. It would be a shame not to enjoy it." Valerie said nervously, causing Ben to stand just a little closer to her.

"Welcome to our crib." Wade said, standing from the table.

"Cozy..." Ben commented, doing his best not to sound too obvious with the sarcasm as he took in the old, cold room filled with rusted pipes and crates of only god knew what.

Wade chuckled, "That's what I like about you Ben, you're funny, and smart. Same with Val. But keeping Francis off your asses takes too much of my time."

"If that's the case, you didn't need to burden yourself too much." the younger male stated.

Wade's crew all straightened, not liking how Ben was talking about their leader being so 'generous' in helping them.

"Val came to me while you were getting stomped into the pavement." Wade stated, pinning Valerie with a look that made her uncomfortable and guilty. When she had fled the alley, Wade and his friend were the only people that were there. If she hadn't been so desperate to help Ben, then she would have thought twice about asking for their help.

"That punk Francis is looking for street cred." the leader continued, "One day, he's going to catch either of you out there alone. Sick dude like him, who knows what he'll do?" he sent another fleeting look at Valerie, being sure Ben saw it to send a message clearly.

Ben clenched a fist at the implication. "And you're saying you have a solution for us?" he asked, already having an idea where this was all going.

"There's only one way you can save each other's skin. Roll with my crew."

"And there it is." Ben thought as Valerie spoke out loud.

"Us? You don't want us in your crew, Wade. We're barely sixteen, we can't be bangers." her words sounding more like a plea than an argument.

"Don't front, Val. I'm offering you and Ben life insurance. Join up with us, and Francis will back off quick. He ain't looking to tangle with this posse." said Wade with his crew cheering behind him.

"My old man was a cop." Ben said, causing the gang to go silent. "You seriously want a cop-kid in your crew?" It was a gamble, a big one, but if there was a chance he could get himself and Val out of this he would take it.

Wade crossed his arms and smirked, "Even better. You could be helpful with my crew. Besides, your old man ain't around to help you now. Can you honestly say that you'll be able to hold of Francis and his buddies forever? That you can protect Val here?" to prove his point, he jabbed a finger into Ben's bruised ribs making him grunt in pain.

"You'll be dead, and Val here will be on her own. Think you can live with that?"

Ben sent him a glare, holding his midsection with one arm while Valerie came up and held his other. Suddenly feeling more trapped than they had when Francis and his thugs had them cornered.

A/N: Well, it's a start. And with those familiar with the series you can expect what is coming next.

Review and tell me what you think so far. Until then...