Just toying with the idea of what if it wasn't Peter Parker who had been bit that fateful day, what if it was someone else. I don't know, I kind of like the thought of Mary Jane being more than just Spider-Man's girlfriend. Completely AU, and I'll say right now that I don't have a lot of knowledge about the Marvel Universe or Spider-Man, but hopefully this will still turn out to be a good story and that you all are able to enjoy it for what it is. Fair warning the final pairing will be F/F, if that's not your cup of tea, then don't read. Standard Disclaimer: I don't own Spider-Man or Marvel or any of its characters.

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Chapter 1

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Today was not a good day to be Mary Jane Watson, in fact, as far as days went this one was looking to be right up there with the day of her last field trip terms of how bad this day was going. She ducks down low to avoid the bullets from one the goons shooting at her, having been forced from the ceiling to the floor by an earlier spray of fire, before jumping high into the air into a back flip onto the wall to avoid the blade of some green trench coat wearing freak calling himself the Scorpion.

Of course she dressed up in a costume and called herself Spider-Girl so she really wasn't in any position to judge anybody else about their choice of clothing or their super hero name, or in this guy's case, super villain name. But in her defense her powers actually were spider based, while this guy just ran around with a machete in a green trench coat, looking like some kind of wannabe Matrix reject as he tried to cut you into a million little pieces so... maybe she was in a position to judge.

M.J. lands on the wall and kicks off to avoid yet another spray of bullets, but she doesn't evade them all this time and one of the bullets grazes her thigh, but she powers through the pain and continues to dodge the hail of bullets. Jumping from wall to wall, off the chandelier and to the ceiling and back to the wall again. She had to do her best to keep the bullet fire pointed up and at her and away from the civilians.

There were currently five conscious heavily armed thugs, ten unconscious ones, one psychopath with a machete and about fifty innocent bystanders all caught up in the middle of this, with every reporter in the city all standing outside the building filming what they could, finally having some kind of proof that the "mysterious" Spider-Girl actually existed. Well more proof than the tied up ravings of some bad guys which isn't the most reliable of sources. Still this kind of exposure really kind of sucked because she had worked so hard to keep hidden and make sure that she remained more myth than reality.

Still she would worry about her exposure to the world after she figured out a way to get out of this alive. And speaking of getting out of this thing alive, her spider senses suddenly flared up worse than ever before, she is already jumping away from her spot on the wall before she sees the grenade being tossed. She had learned very early on to trust in her spider senses to help her avoid danger, but even they weren't enough to save her completely from the blast.

The force of the explosion knocks her off of her trajectory, she can feel the heat of the blast and the shrapnel pierce her costume and scatter across her back, she hits the ground with enough force to knock the wind out of her and she tumbles and rolls across the hard ballroom floor before finally landing face down in the middle of the room, while the terrified screams of some of the ballroom's guests fill the air.

She weakly lifts her head, the right side of her mask has been torn around her eye with the glass covering having shattered, exposing a bit of her red hair and a green eye to the world. She tries to lift her-self up and manages to make it to her hands and knees but her spider senses flair, and she is unable to dodge as a harsh kick to her ribs forces her over and back down to the ground and on her back.

She looks over as the Scorpion is walking slowly towards her, a cruel smirk playing on his lips as he readies his machete. Her body ached worse than anything she had ever experiences before, her ribs were probably cracked. Her back felt like it was on fire, her limbs felt heavy, the bullet wound in her leg was throbbing and she was exhausted. She had to face it, this is how her life was going to end, not exactly the most glorious of ends but really what did she expect when trying to play the hero. Still she had done some good in the world, she had saved people's lives and who knows, maybe after her death this guy would let everyone go. She had been the target after all.

Mary Jane closes her eyes and waits for the final blow to fall, her mind landing on the one person she didn't save. Her last thoughts are of him, hopefully she would get to see him again, apologize for not saving him, for not acting sooner. Let him know that she tried to do good with these gifts that she had been given. Hopefully she would get to apologize to him and maybe he could even forgive her.

They hadn't been close, but he had influenced her to continue to try and be a hero, to use her powers for good rather than selfish gain or even just hiding them away. But her time was up, she had jumped in over her head and while she had managed to tread water for a while in the end it just wasn't enough. Even knowing she was about to die and despite how scared she was to face the final moments of her life, she didn't regret what had happened to her to bring her to this point.

Her life was going nowhere, she had had big dreams but she knew how unrealistic they really were. What little girl didn't dream of growing up to be a world famous actress, and of those millions and millions of little girls, how many of them actually achieved their dreams? Besides because of her gifts she was able to get justice for Vivian… Vivian another plus side, without her gifts she never would have met Vivian and now she might get to see her again as well. And because of her gifts she had been able to help people, that was a good thing right? And ironically, she couldn't help but think she probably would be famous after this. The Spider-Girl urban legend confirmed. Of course she would be too dead to appreciate it and she would probably be remembered as more of a cautionary tale about what happens to people who try to be vigilantes, but hey famous was famous and so she decided to look on the bright side.

She wouldn't die whimpering for her life, she was scared, she didn't want to die, but she could die bravely. She could die so that the people in this room might live, and that… that wasn't too bad a way to go. She just had to think of it as the final scene of a movie or play that's all. Yeah, it was her final scene, the curtain was about to close and the story was over. The hero… or in this case heroin dies, but lives on in the hearts of those left behind… god she was such a drama queen, she can't help but laugh at her-self.

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Six Months Earlier

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Mary Jane Watson was bored. No strike that bored would be a definite improvement over her current condition. She places her hand over her boyfriend's, whose arm was resting around her shoulder and she leans in a little closer to him as their tour guide continues to drone on and on about something or another that they were working on here at Oscorp. She and her biology class all had the distinct… "privilege" of being taken on a guided tour Oscorp's science labs.

She looks up at her boyfriend Flash Thompson, a junior and the star quarterback of the football team. Last year he had led the school to a state championship and after the game he had asked her to go out with him, as at the time she had been on the cheer squad. Yes it had started out as the cliché quarterback/cheerleader must date high school trope but that was last year and things were different now and they were still together. She wasn't even a cheerleader anymore she had to drop out so that she could participate in the school play, so take that haters.

Flash had his issues of course, but she really did like him and he was always really sweet to her. When he feels her lean in closer to him he leans down and they share a quick kiss, but he doesn't pull or push her away from him, happy to keep her close as they continue their tour through the maze of boredom that was Oscorp.

In fact the only good thing about this whole field trip was that she and Flash got to basically spend the entire time holding hands. As the class continues to follow after the tour guide a quick and bright flash of light catches her attention. Mary Jane looks over and sees Peter Parker snapping pictures of everything with his old camera.

She can't help the smile that crosses her face at her neighbor's enthusiasm. They had spent the last eight years living right across from each other, but they had never been really close. She had been into dance and sports and other things like that while he had been a… well he was a bit of a science nerd. He collected bugs, messed with computers, and while she went to summer camp he went to science camp.

She liked him well enough, he was a nice guy, but their interests were always so different that they were never more than a couple of "hi, how ya doing?" neighbors. Still she waves to him when he looks up at her from his camera and smiles that sweet, but goofy, smile of his.

"Great, encourage your stalker." She hears Flash grumble quietly.

"Quiet you." She says teasingly, "He's not a stalker, he's my neighbor and you should stop picking on him."

"Well maybe if he'd stop staring at you all mooneyed I would." Flash says back.

"He does not stare at me all "mooney" eyed." She says rolling her eyes.

"Yes he does, whenever you're not looking he's there staring at you, watching you. He likes you."

"So he has a little crush, it doesn't mean anything, I'm with you aren't I?"

"Yeah…" Flash mumbles.

"That's right, I am, and I like being with you. You don't need to be jealous. And you don't need to pick on him, you're better than that."

Flash gently holds her hands in his own. "You make me better."

She steps up onto her toes while he leans down and they start to kiss. It doesn't last long however as their teacher breaks them apart.

"This is one of the greatest centers of science in the world. The knowledge and technology that is being uncovered here will change all of mankind and you two," Here their teacher, a Mr. Richardson, glares at them, "can't be bothered to put your lives on hold for even a minute to marvel at the wonders around you."

Mary Jane and Flash share a sheepish look. "Sorry Mr. Richardson." They both say in unison, while the rest of the class laughs quietly. Although Mary Jane did notice that Peter was watching her a little dolefully. Okay so maybe Flash had a bit of a point about Peter's crush.

"Uh-huh, I'm sure." he responds. "Well perhaps if we split you two up for the remainder of this visit, you two might actually take a moment to pay attention, and you might even learn something. Mr. Thompson, you'll be up front with me."

Flash's shoulders sag in defeat. "And Miss Watson, why don't you partner up with Mr. Parker. Let's see if perhaps some of his enthusiasm will rub off on you."

"Yes Mr. Richardson." She responds. She and Flash share one last look before Mr. Richardson leads him to the front of the group while Mary Jane stays back and waits for Peter to make his way over.

"You know if you pay attention, you'll find that a lot of this stuff is really interesting. Some of the things they do here are going to change the world." Peter says softly as he steps up next to her.

Deciding to be nice and not let the separation from her boyfriend sour her mood Mary Jane responds kindly. "Maybe, it's just this guide is so boring, she just keeps droning on and on like not even she finds any of this stuff interesting and she works here, plus most of this stuff is kind of over my head."

"Well I could explain it to you." Peter offers helpfully, and M.J. can hear the hint of hope in his voice.

"Sure, I think that's what Mr. Richardson had in mind any way. Besides it'll probably be more interesting coming from a friend rather than some tour guide." Mary Jane is careful to put a little more emphasis on the word friend, hoping to discourage any romantic notions he might have, but not wanting to hurt his feelings.

"Great!" Peter says excitedly, either missing or choosing to ignore her subtle hint that she wasn't interested in him that way.

Still as she followed him through the facility after their group she couldn't help but start to get engrossed in what he was saying. He had a real passion for this stuff and she could appreciate that. Plus he dumbed the science stuff down to her level for her. She wasn't stupid by any means, she maintained an A to high B average in all of her classes but this stuff was pretty advanced and science had always been her worst subject.

But Peter seemed to get it, and he went about explaining all of the different things that some of the experiments could lead to. Splicing DNA to help people regrow limbs, curing diseases, unlocking the human potential. Free energy, faster than light travel, all of these things were becoming closer and closer to being a reality rather than some science fiction dream. And a lot of it was going to be possible because of the experiments done here at Oscorp.

Mary Jane knew there were some strange things that were appearing and happening all over the world. People with strange abilities were being rumored to exist, the appearance of the Iron Man almost a year ago. Dr. Reed Richards and his families work in building a new space station, but it always seemed so strange and far away that it never really had an impact on her life, so it was treated with the attitude of 'wow that's cool, but what does it have to do with me?' Peter however had a way of explaining it and making it seem like it should matter to her and she found herself getting more and more interested… until.

"No, nuh-uh, no way, not happening, I am NOT going in there." Mary Jane says firmly, her voice holding no room for arguments.

Peter laughs, "What? Why not?" He asks his voice filled with amusement.

"Do you not see all of those… those things in there!?" She asks incredulously.

Peter looks over to the room behind him and sees that the next room is filled wall to wall with small, clear plastic containers each one carrying a different species of spider. "What… you mean the spiders, they're harmless."

"They are not harmless! They are icky and creepy and… and… ewe." Mary Jane shudders.

"Spiders are amazing creatures, some of them can jump up to like 50 times their own length, others are super strong and can lift massive weights in comparison to their size, and their speed and agility are amazing. And some of them have reflexes so good that some scientists even think that they have senses that border on the precognitive that help them to avoid danger. They're just so…"

"Creepy, crawly, disgusting, evil?" Mary Jane offers, unimpressed with Peter's enthusiasm for her most hated foe. Was she being a bit dramatic about the spiders… HELL NO! Her sister, who Mary Jane still wasn't convinced that she wasn't the spawn of Satan, had dropped a spider down her shirt when she was little. It bit her, it hurt, and she had been terrified of the little monsters ever since. And no amount of Peter's evil spider worship was going to convince her that the little beasts had anything to offer the world… other than nightmares, spiders offered nightmares, that's it… and pain.

"I was going to go with cool." Peter says, and Mary Jane narrows her eyes at him because she can see that he finds this funny.

"Come on let me show you, all of the spiders are going to be locked in their containers, you have nothing to worry about."

"I'm not going in there. That room, is a room of evil."

"C'mon, it'll be fun I promise."

"There is nothing you can say to me that will convince me to go in there."

"You do know that this field trip is worth ten percent of our grade and if you don't participate Mr. Richardson will fail you and… he's looking over this way right now." Peter warns her, sympathy finally finding its way into his voice for her predicament.

Okay so almost nothing could convince her to go in there, a ten percent hit to her science grade would drop her to a C and she had worked too hard this semester to get anything less than a B in this class.

'Stupid field trip, stupid spiders, and stupid Mr. Richardson.' She thinks viciously, unsure about which of the three she hated more right now as she steels her resolve and steps into her own personal little hell.

"Hey look, I'm sorry. I didn't realize that spiders made you this nervous, but I promise it'll be okay." Peter says kindly when he notices her lightly shaking.

She smiles tightly at him, "It's fine, lets… let's just get this part over with."

Unfortunately for Mary Jane this spider exhibit seemed to be the grand finale of their tour of Oscorp and so it looked like they would be spending quite a bit of time in here. She manages to catch Flash's eye from across the room and he smiles sympathetically at her, aware of the fact that spiders aren't her most favorite thing in the world.

'Are you okay?' Flash mouths.

Mary Jane nods her head, all while screaming in her mind 'NO, she wasn't okay!'

She mostly stays behind Peter as he wonders around the room and examines all of the different species of spider in the room and snaps photos of them. Finally they stop at the center of the room at a table with thirteen containers on them and inside are some of the strangest and most colorful spiders they had seen yet. They were a vibrant blue color with a red pattern around the thorax, and they were all leaping from one side of their container to the next. Actually Mary Jane probably would have been impressed by the athleticism of it all if she was so incredibly freaked out by the little monsters.

"Excuse me?" Peter calls out to one of the nearby scientists.

"Yes?" A middle aged man in a white lab coat answers.

"I'm not familiar with this kind of species of spider, what kind are they?" Peter asks curiously.

Mary Jane couldn't care less what kind of species of spider it was, why didn't Peter ask the important questions like, why did they have such ridiculously large fangs for such a small body!?

"Oh these, these are the pride and joy of the genetics division. They're Arachne Superior. Or the Os Spider. These are the only ones of their species in the entire world, you see we genetically altered and bred them, using the DNA from hundreds of other species to create these 13 super spiders. We had an entire egg sack full of them but these 13 are the only ones that have survived into adulthood." The scientist says with what Mary Jane would describe as a ridiculous amount of pride.

"They're amazing." Peter agrees as he watches one leap from floor of its container to the top and clings to the ceiling.

"Why would you do that!?" Mary Jane asks, alarmed. Who in their right mind looks at a spider and goes 'Hmm? How can I make these things worse?' Seriously, super genetically altered spiders, you may as well hand over the planet to them now. In Mary Jane's opinion burning down all of Manhattan was a perfectly reasonable response to learning these things existed.

The scientist chuckles at her alarm. "I can see that you aren't a big fan of these amazing creatures, but let me see if I can help put your mind at ease. The testing we are doing here with these creatures is in its very most infant stages right now, we're working on spiders due to their variety of species. But we're hoping to be able to use this technology on people one day."

Mary Jane's eyes widen in alarm. "Why, what purpose would putting spider DNA into humans serve?"

The scientist outright laughs at this point, but it's not cruelly, more out of amusement. "No, we're not trying to mix spider and human DNA, we're practicing with adjusting the DNA of spiders so that we can one day adjust the DNA of humans. Imagine it, you find out that your pregnant and that due to something in its genetic makeup the child will be born blind, or maybe with an illness. This technology once perfected will allow us to literally alter the child's DNA, remove its diseases and imperfections. In fact were actually started moving on from spiders to lizards and early testing of this technology on the various lizard species show that it has caused them to be able to rapidly regenerate lost limbs, now imagine being able to apply that to a wounded soldier who has just lost a limb." Mary Jane's eyes dart to the man's side and she can see that he is missing an arm. He smiles kindly at her when he notices where hers and Peter's eyes have landed. Unoffended by their staring.

"That is what this technology is being used for young lady. To find the cures for the injuries and ailments of mankind, it's just not ready to be tested on humans yet, in fact I would say we're a good decade away from it, but these trials now with these more complex species, like these spiders, show real promise for the future and what may one day be our ability to eliminate the frailties of the human condition."

Even Mary Jane had to admit that that sounded pretty good, even if it did deal with spiders. She looks back down at the Os Spiders and a small smile cracks her face.

"You see young lady, these creatures are amazing, and they hold within them the future of all mankind. It's okay to be a little nervous around them, a healthy respect for their power is good, but you don't need to fear them."

"I guess." Mary Jane concedes as she continues to look at the spiders. "Um, question though, you said there were 13 of them but I only count 12. Did one escape?" She asks him as she looks around nervously. Just being surrounded by all these different species of spiders is making her skin crawl.

The scientist studies the containers for a second. "Huh," He mutters confused before turning to look at her. "It's probably just been moved for some more testing. We're very careful here and there is no way that one could ever escape, so there is nothing to worry about." He reassures her.

"Thanks for answering our questions Mr…?" Peter thanks the man.

"Connors, Dr. Curt Connors." He introduces himself, he holds his arm out to shake Peter's and then does the same for her.

"Yes, thank you Dr. Connors, I don't know that I'll ever like them but you've definitely given me something to think about."

"It was my pleasure, it's always a joy to help educate those who are searching for knowledge. Please, if you have any more questions, don't hesitate to ask." And with that Dr. Connors goes back to what he was working on before he started talking with them.

"See M.J. spiders aren't that bad." Peter tells her and Mary Jane could see the mooney eyed look on his face that Flash had been talking about.

"M.J.?" She questions, it wasn't that she hadn't heard that nickname before, it was actually the most common one she heard, just barely beating out Red. Actually of the two she preferred Red, it seemed more Hollywood to her than M.J. but she didn't hate it when people she was close to called her M.J. it was just a little more personal than she would like from him right now, and her nerves and patience was already pretty thin after spending so much time in this spider room. After today she wouldn't mind trying to be Peter's friend, but while they had known each other for years they weren't close enough for nicknames. "Listen, Peter-" She tries to say gently, deciding that it would probably be for the best to just come out and say that she wasn't interested in him romantically but that she would like to be friends, but Peter heads her off.

"Hey, how about we get a picture of you in front of the Os Spiders, you know for the school paper?" He asks hopefully while holding up his camera.

Mary Jane bites her lower lip, "I don't know… look Peter-"

"C'mon, please, to commemorate your first steps towards getting over your arachnophobia."

"I'm not… I still think they're creep, evil, little things." She tells him, completely serious.

"Yes, but now you understand them a little better and now you know they're not useless. That they might even be the key to helping people in the future. You understand them a little better now and understanding is the first step towards conquering your fears."

Mary Jane lets out a sigh, "Alright, fine, where do you want me?"

Peter's smile is huge, "Right there in front of the cages, um… why don't you stand there like you're really fascinated and curious about everything." Peter suggests trying to figure out the best shot to go for, and if he got to spend the entire time watching Mary Jane, well that was just a perk of being the photographer.

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5 Hours Earlier

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Earlier in the day Os Spider, designation Os-13 had been taken to the level 23. Level 23 was where some of the more… questionable experiments at Oscorp took place and was also where most of the big breakthroughs of the company happened.

Cory Earls was a brand new graduate from MIT who had been offered a position straight out of college here at Oscorp. He had graduated at the top of his class and in his mind he was well on his way to being the new big name in computer technology. Or at least he was supposed to be, this once in a life time position he had been offered at Oscorp had actually turned out to be an unpaid internship where he was basically a glorified coffee boy.

His pride was begging him, screaming at him to quit. To leave this demeaning job and go somewhere else, but the more pragmatic side of him knew that that would be the stupid thing to do. You didn't just walk away from an internship at Oscorp. It was one of the hardest most prestigious places in the world to try and get a job at and if he were to leave it would pretty much be a black mark on his record for any other company he tried to get a job at.

So unless he wanted to spend the rest of his life teaching at some crappy high school or working as tech support for some computer supply company he would just have to suck it up and do the demeaning tasks asked of him. Like his current one, carrying one of those creepy super spiders to the radiation chamber.

Today it was this particular spider's turn to go in for the treatment. They had discovered that gamma radiation helped to stabilize the spider's genetic code and stopped them from deteriorating. The spiders needed the gamma treatment at least once a week to survive. The current equipment was based off of the previous work of a Dr. Bruce Banter or Banner or something like that, Oscorp had gotten its hands on the technology as part of a deal with the U.S. government.

However, as much as these treatments were keeping the spiders alive they were also making the little blighters more aggressive. When they had first started doing the gamma treatments on the spider they had been a fairly docile creature, but now the things were a bunch of little maniacs. They got more and more vicious, attacking anything that moved and that they could sink their fangs into.

And the creepy little things were smart too, constantly looking for ways to escape, so during transfers he had to keep an extra close eye on the things. Honestly if he could squish them all he probably would. He knew they was smart, and while he didn't think they were human smart, there was a definite vicious cunningness to them. But each of these little bugs was worth more money than he would probably make in his entire life and so he continues to carry it down to the lab like he has previously, day after day after day.

As he rounds the corner Cory Earls finds himself slamming into the solid form of another person and getting knocked to the ground and container goes flying from his hands. "Watch where you're going you… you…" Cory gulps as he looks up at the person he had just bumped into, Norman Osborn, the founder and CEO of Oscorp and by the scowl on his face he didn't look too happy. Cory was so wrapped up in the fact that he just rammed into and pissed off Norman Osborn that he failed to notice that the container he had been carrying had busted open when he had fallen and that the spider was escaping.

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5 Hours Later

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Mary Jane gave her biggest and best star smile as the camera flashed and Peter began to take her picture. The first few shots hadn't felt right, and Mary Jane agreed they could probably do better so she was trying out different poses, going with what felt natural. After all if she was going to be an actress she would have to get used to working with photographers and this was a good way to get some practice in.

She was so focused on posing for the camera that she failed to notice the blue and red spider dangling from a web and slowly descending down on her. As Mary Jane raises her hand to push a lock of hair behind her ear the spider makes contact landing on that hand. What happens next happens all in the matter of seconds.

All eyes in the room turn to Mary Jane as she lets out a scream when she realizes that the creature on her hand is one of the super spiders. She begins to shake her hand as hard as she can to try and fling it off of her. The spider using all of its enhanced strength clings to her and because it feels threatened it bites down. If Mary Jane had something to compare the pain of the bite to she would say it felt like getting shot, she stumbles backwards as her cry of fear turns into one of agony.

Mary Jane bumps into the table and knocks it and the twelve other spiders and their containers over and onto the floor with her falling down on them. The lids of the containers are either smashed or knocked loose and the rest of the spiders begin to flee their captivity. However all twelve of them connect on some kind of almost psychic, instinctual level, with their thirteenth companion who has identified the tall being in their presence as a threat. Normally the spiders would have fled away from the danger, but because they had been continually been exposed to low doses of gamma radiation it had caused them to have a shift in their natures and so instead of fleeing from the threat they attacked. All thirteen of them leap onto the fifteen year old red headed girl and they begin to bite her, over and over again. Their irradiated and genetically altered venom pumping into her system.

Mary Jane is in incredible pain right now. Every bite brings about an awful burning, stinging sensation, her chest is aching as her heart tries to pump itself right out of her chest, her veins feel as if a liquid fire is running through them, and she can barely breathe.

She thrashes about trying to knock the spiders off of her until her muscles begin to seize, paralyzing her and leaving all off her muscles feeling like she is experiencing one massive Charlie horse that is running through her entire body. She vaguely hears the sound of people screaming, of stomping feet and angry yelling. And as her vision blurs and just before her eyes close the last thing Mary Jane sees is the scared face of Dr. Connors kneeling over her.