Hey Aqua here ;) So Welcome To The Ultimate Spider-Girl ^_^

After recent event's that have happened within the last 2 month's, I've decided that i need a few fresh starts and this story just happens to be one of them. Actually I was planning on writing this after watching the Spider Verse episodes. (I totally loved Petra! She was funny and sarcastic as hell! XD)

But instead of doing the usual you know, Spider-Girl being a female version of Peter, i decided to make a totally original Spider-Girl (Thus, why my OC is named Layla Anderson.) and you're also going to see some totally different things. I am not currently looking for more OC's right now but i will let you all know when i do.

Well other than I don't own anything other than Layla, and other OC's you'll see in this Ch. let's get this show started. ^_^

Chapter 1: Great Power (Part 1)

You know when people say that having an 'off' morning is unfortunately unavoidable and everybody has them so you should just suck it up and deal with it, they should try saying that while dealing with the kind of 'off' morning's I've had to deal with in the past year.

"I know you're out there, you wall crawling menace! It is the duty of every New Yorker to report the actions of these masked miscreants! So listen up, as long as J. Jonah Jameson is CEO of Daily Bugle communications, I will not rest until New York has seen the last of Spider-Girl!"

"And a wonderful morning to you, J. Jonah loudmouth." I mutter irritably, extending out my right hand and press it a little with two fingers, which results in a long sticky thread coming out of it and landing right in the middle of a certain electronic billboard that was just one of the reasons this day was getting a slightly sucky start…

Oh, let me introduce myself; the name's Spider-Girl, and despite the 100 foot tall middle aged man yelling through every screen, newspaper of this city. I am not a wall crawling menace.

Wall crawling, yes. A menace, no.

As I web swing through the streets of Manhattan, trying to block out Mr. Billionaire jerk face's yelling rant of how much of a menace I am and that I should be put away like the rest of the destructive freaks, I couldn't help but feel myself getting slightly pissed off.

Okay, I'll admit it when I first became Spider-Girl I was seriously clueless. But even though after having a year's experience at this superhero gig, I'm still being seen as a danger to society. A menace.

But even though there are so many thing's I'd give up anything to change. I can't, and although this city won't admit it. They need me.

"Speaking of needing me," I say, spotting an out of control cop car that was about to crash into a bakery shop. "better help the boys in blue." I quickly shoot out some webbing that although didn't really do much for the window or the cake's that were on display, did save both the cop and the building.

"I'm starting to think Jameson's wrong about you Spidey," the cop I just saved call's over.

"Thanks, spread the word chief," I call over with a smile, before leaping off of the side of the building I was standing on and land in front of an armored car that had large glop's of glue stuck to it. Oh no.

"Please let it be a different bad guy, please let it be a different bad guy-"

"Hi ya bug brain," I see Trapster walk out of the back of the armored car and smirking smugly at me. "I knew that would draw you out!"

"Dam it!"

Although I've fought this walking glue stick three times before, (something I'd really rather not talk about.) Trapster is a villain that I'd so rather not deal with, especially today.

"Alright Trapster, how about we just skip to the part where you give yourself up?" I suggest dryly, a hand on my hip. "cause I've got places to be."

Places like first period homeroom in 20 minutes.

Instead of doing what I suggested, Trapster narrows his eyes at me before he points and fires his glue gun at me but I quickly jump in the air and dodge it then launch myself and give him a punch to the jaw that send's him smashing into a car then onto the ground. (ouch, hope whoever owns that car doesn't have their insurance premium rates go up.)

Trapster quickly get's back up and throws two glue stick explosives at me, which I quickly jump into the air and kick them away. But unfortunately as I try to dodge the third one that managed to hit the ground and explode, some of it's content's hit me, pinning me to a building.

"Aw come on," I growl, trying to get myself free. "I just washed this costume last night!"

While I'm trying to get my arm free, I notice that Trapster's got his glue gun pointed at me and is ready to fire it. But I quickly use my free hand to fire webbing at it, which causes it to build up in pressure and explode.

After managing to get my arm free, I jump off and stand in front of a glue covered Trapster and smirk.

"Well glue stick, it's been fun," I give him a mock two finger salute before turning around. But as just I'm about to web sling off to school, I see something that stops me cold.

The lower half of the Shield helicarrier was in full view and hovering low. Which was really weird since Shield, (which stands for Strategic, Homeland Intervention, Enforcement and Logistics division.) mostly handles major crisis that involves calling the Avengers, or the Fantastic Four. So why the heck are they here?

"Spider-girl." I hear a male's voice from behind me, but when I turn around to see who it was a surprised gasp manages to escape my lips.

Standing in front of me was none other than the super spy and the director of Shield; Nick Fury.

Well, that answers my question of why the Helicarrier is here.

"Okay Spidey just play it cool,"

"You super spy's make it a point to sneak up on hard working heroes?" is all I say, and believe me, I'm mentally kicking my ass for that one. Seriously who the hell says that?!

"Kid," Fury's still looking at me when he point's toward the left, which makes me turn my attention to where he's pointing at, and although I'm wearing a mask, my face slowly drains of color. "We've got to talk."

"Aww man!"

You ever heard the expression casualties of battle? Well that's exactly what I was staring at….

Large clumps of glue were all over the place, a kid stuck to a lamp post while a woman I assume was his mother was trying to pull him off, half of a police car was covered in the stuff, and much to my very shock and horror…. A cop was trying to pull a policemen's horse, whom had all four feet glued to the ground.

"But I caught Trapster," I point out, although I'm screaming inside my head for me to shut the hell up. "whom was robbing an armored car!"

"No one's saying you didn't kid," Fury says, by the tone of his voice I sense a lecture coming on. "but look around you." I flinch as I take another look at the result of me stopping Trapster.

"Is this the way Captain America would've done it?" Fury continues on. I clench my fist frustratingly.

"But I-" I start to retort, but Fury's hard stare stops me in my tracks.

"Cap could have stopped Trapster in five seconds, you took three minutes, with a lot of collateral damage!"

"Hey, I do good job!" I shoot back, feeling my frustration turning into anger.

"Sure. For a clueless rookie,"

"A what?!"

Okay sure, I could've done a bit better in handling Trapster just then, but seriously a clueless rookie? Where the hell did Fury get off on calling me that?

Just as I'm about to open my mouth and tell him off, but again Fury cuts me off and continues on with his lecture.

"Look, everyone starts out clueless, even Iron Man back when he was a novice," Fury's words make my mind picture what that type of scenario would be like. (ouch…)

"But he learned, eventually."

"What's your point Fury?" I frown, my arms folded.

"My point is what would you say if I could turn eventually into right now for Spider-girl." My eyes widen in complete and utter shock. (Please tell me I did not just hear him say that?)

There's a pregnant pause of silence between us before I end it. Idiotically.

"Sorry, but I was taught to never accept offer's from strangers," I shake my head with a low chuckle then turn and start to walk away. (like I said, Idiotically…)

"I'm serious, Layla Anderson." my blood turn's icy cold instantly at Fury's words and I whirl my head to look at him.

"You know?!"

"Everything," Fury smirks at me. "super spy remember."

Every part of my body was either racing or spinning. No, this wasn't happening!

The day I went from being a normal teenaged girl to Spider-Girl was one of the most horrific and important days of my life.

That day… someone, someone whom I cherished and adored like a best friend was taken away from me.

That someone was my father.

But instead of turning to the life that people would mostly expect an angry, grieving daughter with weird powers to turn to, I chose to use my powers to become something that my father had always taught and wanted me to become. A representative of good.

"Your father was a good man," Fury's somewhat gentle words quickly brought me back to the present.

"The best…" I manage to choke out quietly.

"What's it been, a year now?" Fury asks, I shut my eyes tightly and look away.

"You've honored him in doing what you do," I felt a hand on my shoulder but didn't bother to look. "now I'm offering you a chance to do better, to really learn about responsibility."

"Translation?" I ask, an eyebrow raised.

"I want to Shield train you to be a better Spider-Girl," Fury smiles at me, a finger in the air. "to be the Ultimate Spider-Girl."

Okay this seriously has to be a joke, right?

"Um, how Ultimate is Ultimate?" I ask instead, before looking over to see Trapster, whom I'll admit, I carelessly and stupidly forgot about was running away. (how the hell did he got out of that glue?!)

Without even looking Fury just points and fires a blast up at the sky which somehow ricochets off of the helicarrier then cuts off a building pole, which bounces off against the side of the two building's then hit's Trapster right in the back, sending him face first into the ground.

"That ultimate," Fury just put's his blaster back into his belt holster wearing a confident smirk.

"Holy cow!" I gap, eyes wide with amazement, right before my cellphone goes off and I find out that MJ's trying to call. I quickly turn it off and look at Nick, whom didn't look all that impressed.

"Uh, hehehe, I really should learn to keep this thing on silent," I chuckle nervously, extremely embarrassed.

"Your tech needs an upgrade," he attaches something that look's like a small device to my wrist. "try ours."

"Shield tech guys developed this next gen web-shooter," Fury explains, watching me examine it.

"Hmm, too big, too clunky," I say sarcastically, but when Fury tries to take it back, I pull my hand away instinctively. "I didn't exactly say no."

Although I really should be pissed the fact that something that I had built and constructed myself was copied, I found myself impressed with this 'next gen web-shooter'. But something inside my head that wasn't my spidey-sense was saying that this little pep talk wasn't right.

"With your talent and my training, you could learn to be a better hero, the next Cap, the next Iron Man, one of the greats."

"Me…One of the greats."

No! There was no way I could become like them. Not after what I did. What I let happen….

"Look, I appreciate the offer Fury," I shake my head stubbornly, turning and starting to walk away. "But I think I'll take a pass on it. See ya."

I give Fury a mock two finger salute then leap through the air and web-shoot off to school.

After using a few special short-cuts, I thankfully manage to get to school on time.

It's the beginning of 3rd period, I'm putting away my textbooks and grabbing my history book from my locker when I hear a familiar voice call out my name and smile as I see Mary Jane walking towards me.

"Hey MJ," I greet with a smile once she reaches me. "what's up?"

"What's up? Layla, where have you been?" MJ quirks an eyebrow at me. "I've tried calling you like 4 times." I bit my lip nervously.

Mary Jane Watson, the most coolest person in New York has been my best friend ever since we were both babies. she's practically the sister I've always dreamed of having. The fact I have to keep my Spidey life a secret from her makes me totally sick, but I know it's to protect her and the rest of the people I care about.

Cause I promised myself a year ago that I'd never let these powers harm anyone I loved ever again.

"Uh, sorry about that MJ," I smile nervously, trying to come up with a good excuse. "the bus broke down like a couple of blocks off of my street and I completely forgot to charge my phone. Again."

"Sure," Mary-Jane narrows her eyes at me, not buying my bus broke down and dead phone excuse.(hell even I don't buy it!) "I just wanted to show you this." MJ pulls out her phone and shows me a video of the last person I so ever want to see…

"It is the duty of every New Yorker to report the action of these masked miscreants, especially that ticking time bomb called Spider-Girl!"

"Doesn't that Jerkwad ever shut up?"

"Someday, that "Jerkwad" is going to give this journalism student her first internship."

"You want to work for Jameson?" I gap, then make a slight gagging gesture. "total nightmare."

"If that's what it takes," MJ explains, checking her phone. "Jameson's the biggest game in town. Kids like us have to be realistic Lay, we all can't be like Harry." and both me and MJ look at the end of the hall where Harry Osborn was.

Son of the most richest man in the field of bio chemical based technology, most lovable, and coolest guy you'll ever meet. Harry's been my best friend ever since the 7th grade, a time consisted of self absorbed mean girl's with just as self absorbed parents, and boys who thought they were as cool and awesome as Brad Pitt when they were far from it.

"Layla," MJ's voice quickly pulls me back into reality.

"Hmm?"

"Hurry up or we're going to be late," MJ tells me, right as we hear the bell go off.

"Crap! My essay!" I exclaim, before rushing through the hallway while MJ just shakes her head at my antics before following my panicked trail.

MJ and I luckily make it to our history class right before the late bell rings.

"See? I told you we'd make-" I start to tell MJ as we head to our seats but suddenly something hit's my foot, which results in me crashing to the ground front first with a surprised cry and the class bursting into laughter.

"Layla!" MJ gasps.

"Ow…" I groan, slowly turning over on my side and shake my head to get rid of the slight dizziness.

"Have a nice trip, Anderson?"

"Of course…"

I look up and see Katrina Lockwood, captain of both the girl's varsity basketball and lacrosse team smirking smugly at me from her seat, her foot halfway out. Typical.

Ever since middle school, Katrina and I have had the usual tough girl VS nice science girl type of a relationship. From tripping me up to stealing both my homework and gym clothes. You'd think thing's would've changed once we got to high school, you know the whole bullying is so childish. But as you can see. That hasn't happened and probably never will.

Now I know what you're thinking, I've got these amazing spider powers and yet I'm still letting myself get pushed around by some female jock, who has nothing better to do than play sports and make other people feel miserable.

But if I used my powers for that kind of thing, I'd be everything that Jameson's ever accused me of, and what I promised dad I'd never become.

I just quickly pick myself and my stuff up and brush off of my jeans and walk over and take my seat at the desk next to MJ, whom just shoots me a sympathetic look right as our history teacher; Mr. Rockford walks in and quiets the class; who were all still laughing at my little "trip".

"Alright, let's cut to the chase," Mr. Rockford says, walking over to his desk. "I know most of you if not haven't already forgotten, your history essays that were issued to you 2 weeks ago are due today." half of the classroom let's out an irritable groans, which were instantly silenced.

"So those of you who actually did the essay, please turn them in now." Mr. Rockford explains, his voice hard as he said the word "did"

I quickly pull out my essay on the French Revolution from my binder, but when I get up and head over to turn it in, again something suddenly hits my foot, which again results in me crashing to the ground and the class bursting into hysterical laughter. (You'd seriously think that having an early warning system in your brain would at least warn you when a bully is about to trip you.)

"Miss Lockwood," the laughter instantly stops at the sound of Mr. Rockford's dry tone. "Principle's office. Now."

Katrina just shoots me a icy glare, (hey I didn't stick my foot out and trip myself!) before grabbing her stuff and storming out of the classroom.

"Now Miss Anderson, if you wouldn't mind getting off of the floor," I quickly look and see Mr. Rockford staring at me, a rather bored look on his face. "I'd like to begin with the lesson."

"Right," I say quickly, hot and heavy embarrassment burning my face. "sorry sir." I quickly get back up and hand over my essay then quickly walk back to my seat, ignoring the snickering and whispering stares.

MJ reaches over and gives my hand a gentle squeeze, I give her a weak smile and a gentle squeeze back, before turning our attention back to Mr. Rockford as he starts the lesson.

By the time the lunch bell rings and I'm standing in front of the lunch line with Harry, both of us staring at some very questionable looking 'food' the lunch lady was serving us while giving Harry some very 'creepy' winks, I was sore and slightly exhausted.

"Dude, she did it again," Harry let's out a sigh, after we take our trays from the lunch lady, who again gives him another flirty and yet totally creepy wink. "Lockwood's such a tool." he tells me as he pushes me down the lunch line.

Unfortunately, the moment he saw my slightly disheveled clothes when MJ and I met him in English, Harry immediately asked what happened and MJ being MJ gave him the scoop of what happened in history class, thus the slightly disgruntled sigh.

"Dude, what else is new?" I laugh, taking a seat at the table that's been mine, Harry and MJ's table since freshmen year.

"I really wish you would take Katrina targeting you a little more serious, Lay." MJ frowns at me.

Although I love how protective they are of me, but I've seriously got nothing to worry about since becoming you know who, but as you all well know I can't tell MJ and Harry any of that.

"Eh," I shrug. "if getting tripped twice is the worst thing that happens to me today, I'm coming out ahead." I laugh, sticking a fork into what's either pudding or mashed potatoes.

Right as I'm about to stick the food into my mouth, is when my spidey sense hits me like a defensive linebacker sacking the offensive quarterback in attempt to stop a pass. Extremely hard.

"No! Not here!"

Before I can even fully react, I instantly fling myself across the table instinctively, taking my two best friends with me to the ground as the wall behind us suddenly explodes, sending the table, chairs, and wall debris flying everywhere.

Once I see MJ and Harry are okay, dazed but okay. I instantly whirl my head to the wall, where a huge hole is and three people I instantly recognize and wish I didn't suddenly appear and stand in front of it.

"Attention Student's!" one of them, wearingpurple armor and terminator style sunglasses speaks up, before another person I instantly recognize comes in, or should I say floats in. "Your principle has something to tell you."

"S-Student's! Y-Your attention please!" Principle Hartford's terrified and stuttering voice fills the cafeteria. "The school is now under the control of the-the-"

"The frightful four!" the only woman of the bunch snarls, stepping forward.

"Uh, there's only three of you," MJ speaks up from behind me. (Groan, leave it to Mary-Jane to pick the most worst freaking time to voice her opinion!)

"Quiet!" the first one snaps, forcing us all to duck again as he flings Principle Hartford across the cafeteria and into the wall.

Everything's either spinning or racing as I stare at the trio of villains that were standing a few feet in front of me. These guys are seriously bad news.

The one with the mustache, wearing the clunky purple outfit and who just flung our high school principle like a piece of paper is The Wizard; master of high tech gadgets. The one who looks like something from an amusement park is Klaw; the villain made of living sound. (can ya already guess what he does.) The last one and only female of their little gang is Thundra; ruthless warrior woman from alternate future timeline. (don't ask…)

They actually do have a fourth member; the Trapster, but you all know what happened to him this morning so… wait a minute.

"am…am I the reason why they're here!"

"Before the Trapster was captured," Wizard gravitates into the center of the cafeteria, a over confident smug smirk on his face as he looks down at us. "He learned that Spider-Girl attends this school."

No! This wasn't possible. I work my ass off to make sure that no one knew….

"And unless she gives herself up," Wizard continues on. "we'll tear this place apart brick by brick!"

My heart's pounding so hard that I don't even hear someone let out an excited "yeah!"

"We're serious!" Wizard growls, all the amusement out of his voice, but it quickly returns as he see's the scared reaction. "Klaw?"

All of a sudden everything bursts into an array of chaos, as Klaw points and fires off a sonic blast from his left hand. people are screaming and running out of the path of the destructive sound while the room slowly starts to crumble under the pressurized sound.

Harry's got both me and MJ protectively behind him. While MJ's got his arm in a almost vice like grip out of complete fear, I'm seething with anger.

I need to get these creeps out of here before anybody else get's seriously hurt. But how can I do a wardrobe change without not only the frightful four but the entire school finding out who I really am?

"So, who is our mysterious wall crawler?" Wizard suddenly levitates closer to us, inspecting everyone as if we were some fascinating new specimen. When Wizard floats over in front of me, I'm completely frozen in place. As he floats past us, I let out a ragged breath that I didn't even realize I was holding.

"Is she a Teacher? A Student?" Wizard continues to inspect everyone, then let's a low chuckle. "A cafeteria lady?"

Okay, terrified or not, I almost blurt out a protest at that. I mean seriously come on! The lunch lady! That's just insulting!

"Hmm," Wizard hums to himself, clearly getting impatient with all the tense silence. "They seem reluctant to talk. Klaw, make them listen to reason." he orders.

I jerk my head back around to see Klaw leveling his blaster again. This time, instead of the destructive blast he let out earlier, this one's ratcheted up ten times louder.

I watch in utter horror as everyone's screaming even louder while clutching their heads in complete agony.

No! This is all my fault, everyone's suffering because of me….

"DADDY!"

"STOP IT!" The scream erupts from my throat and surprisingly silences the entire cafeteria. "Layla, no!" I can feel MJ's frightened grip on my arm but I don't dare tear my eyes away as Wizard gravitates towards us, looking straight at me.

"Definitely not Spider-Girl," I can't help but clench my fists tightly in anger at Wizard's complete disgusted and disdained words. (Oh how I could prove that jackass wrong!)

Suddenly I hear a growl and whirl my head to see Thundra staring at me with a look of pure anger and rage.

"I'll crush the runt!" My eyes widen in fear as both Thundra and Klaw step towards me, but I quickly throw my arms out and stand protectively in front of MJ.

"Don't crush her," Wizard's cold voice instantly stops them, but I didn't dare breath a sigh of relief as Wizard's lips quickly curl into a cruel menacing smile. "Make an example of her."

I instantly push Mary-Jane out of the way before I'm on the floor, screaming and holding my head tightly as a barrage of sound, even more intense than before hit's me.

Everything's is throbbing with immense pain as if I've got a 9.9 earthquake going on inside my head. I can't take this anymore, I need to make this stop! Anything to make this stop!

"Shut it down! I'll talk! I'll talk!" I scream, clutching my head in agony.

As the noise stops, I weakly grab onto a nearby table and use it to shakily pull myself up. Although I can feel both Harry and MJ's panicked eyes on me, I don't look at them. Instead I'm looking at what's on the center of the table. A tray full of food.

"Maybe I can…"

"Well, you have something to say, girl!" I hear Wizard's cold voice through my slightly deafened ears.

"Here goes nothing…"

"L-Listen up!" I start, carefully slipping my fingers underneath the tray without being noticed. "Everybody need's to hear this!"

Now the next two words that come out of my mouth are words I thought would ever come out.

"FOOD FIGHT!" I yell, before throwing the tray straight at Wizard, which incidentally hit's him square in the face and sends him to the ground. (Whoops, used a little too much spider strength there.)

Thankfully, no one seems to notice or care about the fact that I just suddenly showed some athletic skill as every student quickly grabs whatever kind of food they can and starts to plow the frightful four with it. (Who knew that the school's meatloaf would actually save our lives…)

After watching Klaw and Thundra get pelt with food and utensils, I quickly grab my chance by diving underneath the table and crawl towards a nearby pillar and start to carefully shimmy it up to the ceiling where I quickly pop open the ceiling panel and crawl inside the crawl space.

"How the hell did they find me?" I whisper angrily, as I start taking off my clothes which my suit was underneath.

I was taking off my shirt when I suddenly feel something brush against my fingertips, I quickly pluck it off and look at it. My face instantly pales as I stare at what sat in my palm.

It was a tracer. Trapster.

That fight wasn't about robbing the armored car at all. That walking Elmer's glue factory was after me. I led these bozos straight here.

A lump of bile rises from the bottom of my throat and threatens to come out, but I quickly and angrily push it down as I crush the tracer with my two fingers then put on my gloves.

"Fury was right," I growl to myself. "I've got a lot to learn about responsibility." I quickly pull my mask over my face and narrow my eyes.

These chumps want Spider-Girl. Well they're going to get me.

Annnnd that's where i'll leave things off. (i know! I'm just so mean!)

I might add the rest of the episode into this Ch and move to Great Responsibility, but i'm just a little stuck right now...(like i said in the upper author's note. Something's have happened and i'm just starting to get back into this...)

Well my lovelies, i must be off, remember to read and review. Aquaprincess3 signing out ;)