AN: I'll always loved Ultimate Spider-man, so it was only a matter of time before I'd write one like this. There's a lot of Mary Jane-gets-her-own-power-stories but none of the ultimate franchise I noticed. Hopefully it will be more ultimate stories in the future.

Doctor Otto Octavius, also known as Doctor Octopus (or Doc Ock for short), was for now pleased with his situation. Sure, he was behind bars, but that wasen't really a bad thing for the moment. The evil scientist had made deal with the american goverment, so in exchange for him giving them all the information they needed about his former boss Norman Osborn, he got a lot of privileges that the other prisoners at the Triskeleon didn't. The goverment saw his brain as to important to be rotting away in a hole.

He had a quite comfortable prison cell, with his own TV and a lot of books and papers to read, and the food they gave him was enjoyable. Allthough, they didn't give any metal, so he could only eat with a spork. Doc Ock's power was not only that he could control the four metal tentacles that used to be attached to his body, he could also control metal itself. Therefore his entire cell was made out of plastic.

Late, one evening, he was reading a book written by Stephen Hawkings under his reading light, when his cell door opened and two armed SHEILD guards approached him.

"Octavius. You got a visitor."

The criminal genius adjusted the shades that covered his eyes and looked at his watch.

"Always as punctual."

The guards handcuffed him (plastic handcuffs) and led him down a hallway, guns ready to fire just in case. He was then led into a room that looked very much like a interrogation room. In the middle there was a table with two chairs, and in one chair there was someone already sitting. He looked terrified, and but the look of his clothes he could just as well sell drugs on the street.

The imprisoned doctor sat down in front of him as the guards left the room.

"Are... are you sure no one can hear us, Doc?" the nervous stranger on the otherside of the table said. "I mean, this is the SHIELD and all."

"I am absolutly sure." said the doctor. "Now, I trust that the products are finished."

"Ready and delivered, Doc. Did it three nights ago. No one knows a thing about it."

"Good, make sure you continue with it for as long as the product last. We have to make sure it reach our target."

The evil man with the bowlcut chuckled, but the man he talked to didn't get any less nervous.

"Just... just one question, Doc. Why do you do this again?"

"Why? Well, you could say that I am doing it for the sake of science, but in truth, I'm just trying to destroy Spider-man's life a little more.

BEEP BEEP BEEP BEEP

Mary Jane Watson's hand hit her alarm clock like a falling hammer.

"Man, I hate that thing."

The sixteen year old redheaded girl sat up on her bed, rubbing the sleep out of her eyes. She grabbed a towel and headed for the bathroom. After doing her buisness and taking her morning shower, she walked down the stairs to get herself breakfast. Her mother was already getting dressed for work.

"Good morning, sweetie. Did you get a good night sleep?"

"Not really." the young girl answered while she opened the refrigerator door. "Mom, we're out of milk. And of O-J too."

"I'm gonna go to the supermarket after work, but you'll have to be satisfied with water for now."

MJ frowned, eating her toast with just water wasen't her picture of a good breakfast, but that what was she had to go with for today.

"Well, I have to go now. See you at dinner, sweetheart." the adult woman said as she kissed her daughter's head and walked out the door.

"Bye, Mom."

MJ swallowed down a large gulp of water and bread down her throat, she wasen't really in a good mood today. She had long night of bad dreams, but, she thought, it was just dreams and dreams had that tendency to fade away. She gulped down the last water in her glass and started to get ready for school.

She just about to open the outer door when she suddenly stopped and stood still for a moment. A strange, rumbling feeling had suddenly started in her stomach.

"Ouch. That's odd. What is... OW! WHAT THE HELL!?"

The rumbling feeling had suddenly exploded into a major stomach pain which made her fall down to her knees. And just as quick as it came, it disappeared. When she looked up from the floor, she noticed how her right hand was shaking.

She stood up, holding her shaking arm with her other hand, breathing heavily. After almost two minute she'd calmed down enough for her to stop shaking.

"Calm down, MJ." she told herself. "You're allright. You're allright..."

But deep within her there was some concern. Last time he had shaked like that was when she had the post-traumatic shock from the whole clone-abduction. Maybe it was coming back to her, she thought. But why would it come now when its such a long time since she came over it, and it didn't explain the stomach pain. She didn't had time to wonder about it before she had to rush out to catch the school bus.

Peter Parker stepped on the bus a few streets after his girlfriend. He gazed over the bus and saw her, the love of his life, sitting almost in the back, saving a seat for him as usually.

"Hi, Tiger." the red headed girl said as her boyfriend approached her.

"Hi, MJ." the brown haired boy greeted her back.

They gave each other a kiss as he sat down beside her.

"Are you okay, MJ? You look a little pale, and awfully tired."

"Hm? Oh, I'm fine. I just... I just didn't get any sleep tonight. I'll be fine, sweetie."

She didn't like to lie to the man she loved so much, but she did not wanted him to worrie about her, at least not until she knew it was something serious. She looked out of the bus window and noticed how it started to rain, which made her sign.

"Great. Just what I needed."

The young girl didn't get any happier when she looked at her papers and remembered what class they had before lunch.

Mr Hershach was proberly the most boring teacher in the tri state-area, it was no surprise that half his class was drowsy halfway through the history lesson, even the brainy and eager to learn student Mr Parker. But this time the most sleepy student was the otherwise so alert young Miss Watson. Mary Jane have had her chin rested against her hand the whole hour, and about fifteen minutes before the class was over, she finally lost the battle against drowsiness, closed her eyes and fell asleep.

Raging claws slashed through the air and blood stained the floor. Spider-man staggered below her, clasping the bleeding wounds on his chest with his hand.

"MJ, stop! You most stop it!"

She pounced at him like an vicious animal, trying to claw that mask of his face.

"MJ, no!!!"

"YOU!!!"

"Miss Watson."

"YOU!!! YOU!!!"

"Miss Watson!"

MJ woke up with a shock. She fund herself back in class, everyone else in the room looking at her.

"Miss Watson, sleep belongs in bed at home, not in class." Mr Hershach lectured her. Luckily, the bell ringed just as she was gonna try to explain herself, and evrybody cleared that room.

At her locker, MJ felt even worse then earlier. And it did not go unnoticed by her boyfriend.

"MJ, sweetie, you don't look allright. Are you sure you're okay?"

"No, not really, Peter. I think I'm coming down with something."

"Is that way you almost fell out of your chair? Usually it's me who falls asleep in the middle of class."

She nodded. He was of course refering to the lack of proper sleep he had from his job swinging around in tights.

"Okay. Listen, you should call in sick. You go home and rest, allright? I'll handle the teachers for you, okay?"

"Okay. Thanks for being so sweet to me, Peter."

"How could I not to. Take care now."

The young superhero kissed her goodbye and speeded of for next class, while she packed all her things and headed out for the long walk home. Unfortunely, the rain had only got worse during the morning, and when she finelly got home she was soaking wet. Not helping at all.

After changing into a tank top she took a look of herself in the bathroom mirror.

"Damn..."

She almost didn't recogniced the girl looking back, with the soaking wet hair, pale skin, sweaty and with drowsy eyes. She was just to head for the medicine cabet when she fell to the floor in pain.

"AAAAGH!!!"

The stomach pain came and left just as quick as last this morning. Afterward both of her hands were shaking. She didn't know how long it took before she finally calmed down and was able to stand up.

"Damn it. What's wrong with me?"

She splashed her face with cold water and stood there for several minutes, just breathing. Then she opened the medicine cabet and swallowed a handfull of flu pills. Not that she thought that they might work for this whatever she had.

She felt awfully tired, so she decided to head to her bed. She snuck beneath the sheets and it didn't took long before she returned to the land of dreams.

"NOOOOO!!! YOU'R FAULT!!!"

Knock Knock

MJ opened her eyes. It was the knocking on her door that awaken her and from the otherside of it she heard her mother's voice.

"MJ, honey, are you in there? Can I come in?"

"Yeah, sure." MJ answered drowsy.

Mary Jane's mother entered her daughters room.

"Oh my. Are you okay? You look like you're sick."

"I proberly am. I don't feel so good."

Mrs Watson walked over and put her hand on her daughters forehead. "My gosh, you're burning up. Have you taking any medicine?"

"Yes, I took some flu pills. But I'm mostly tired, I just wan't to go back to sleep."

"Okay, honey. I'll bring you some water and vitamines, then I'll leave you to get some rest."

"Thanks."

MJ's mother got her a big glass of water which she gulped down immediatly and then falled asleep as soon as her head hit the pillow.

She slept for the whole day and the whole night, thought she couldn't notice that when sleeping (duh). What she on the other hand did was aware of, was the terrifying dreams she had, these dreams would she not forget in long time.

"YOU!!! YOU'R FAULT!!!"

"No, MJ! You have to see! You have to see!"

"NOOO!!! GYAAAARGH!!!"