Disclaimer: I do not own SPIDER-MAN. Now enjoy the prologue anyway!

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May-1997

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Pearl will never forget the day her life changed forever. Literally.

It was in May when she was bitten by a super-spider on a class trip to a genetics lab taking pictures for the school paper. At first it was just a stinging sensation, she was able to ignore it.

But then it got worse. Much much, worse. So bad that she actually had to leave during a school day, screwing up her perfect attendance a month before school ended.

"I don't feel so well." She finally confessed to her beautiful adopted cousin Mary Jane, swaying slightly from side to side. "I think I'm coming down with something."

And it was true. She was flaming hot and yet freezing cold, her stomach felt like King Kong was tap dancing inside, and her vision was blurring. Mary Jane quickly hailed a cab back to Brooklyn and got her straight to bed. The last thing she felt was her cousin's cool hand on her forehead before she fell into an deep, uncomfortable comatose.

When she opened her eyes thirteen hours later, she immediately noticed something very unusual.

She could see.

Pearl has worn glasses nearly her entire life. She had to, she had very bad astigmatism, she had no other choice. But now she had perfect vision. She put her glasses on and sure enough the vision was blurry. She took it off, crystal clear.

"What the...?" She murmured as she walked towards her mirror. "What's going on?"

Pearl nearly reeled back in shock at the sight. She hardly even recognized the stranger before her.

She was beautiful!

Pearl had become a super-model over night! Instead of her hair being the usual wild, untamable mess she had since she was three, it was now in soft waves and silky smooth. Her honey-blonde tresses fell waist length to her back and seemed to shine with a glossy finish. Her olive skin, befitting her African heritage, was radiant and looked as if it were kissed by the sun itself. Her chest had expanded too (Not as big as Mary Jane's of course but she was definitely looking at full C's at least) and her shirt was straining to keep them in. Her face was clear of any blemishes, something she had never seen since the day she turned thirteen and her face exploded. Thick dark eyelashes now framed her clear and bright eyes which seemed to be more wide-set. Full pink lips were open in shock and dark chocolate brown eyes stared in the mirror in disbelief.

And after that day, nothing was ever the same.

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June-1997

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Graduation was bittersweet for Marigold.

Not just because she watched the girls she raised since they were children finally finish high school but because her father wasn't there to witness it like he had always dreamed of. It had been over three years since her beloved father had passed from a car jacking gone bad but the pain still felt like it was just yesterday. Marigold knew her niece still blamed herself even though she and Mary Jane assured her many times it wasn't. But it was no use, in Pearl's mind she had let the criminal go free and therefore was responsible for what he did. Sadly no amount of therapy could help her out of that conclusion.

"I miss him." Pearl told her later that day in her bedroom, tightly gripping the picture of her father Ben in her arms as tears streamed down her eyes. "I miss him so much."

Marigold sat next to her in the bed, comforting her as best as she could.

"I miss him too," Marigold confessed, running her fingers gently through Pearl's hair in a soothing gesture. "Every single day. But I know he would be so proud of you and all that you've accomplished."

She held her as Pearl cried in her arms, tears rolling down Marigold's face too.

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July-1997

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It was in July when Norman realized how much he desired Pearl.

Norman was currently having a drink with Pearl in his private parlor as his fourth of July party continued in the background. He was utterly amazed at how much Pearl had changed in just a few months time. Gone was the girl with the acne, the wild hair, the baggy clothes, and the Coca-Cola glasses. Instead lay a beautiful woman with a perfect hourglass figure and perfect flawless features. Full C's and a nice rear, his perfect dream.

Pearl to him was like the ugly duckling who finally turned into a beautiful swan.

"I think you're making a huge mistake Mr. Osborn!" Pearl frankly told him, her beautiful dark eyes leveling at his ice blue ones. "I mean giving so much power to your board of directors, they could steal or sell your company from right under you!"

"Oh Pearl," Norman replied, waving off her worries as he took another sip of his champagne. "I still maintain the controlling interest of Oscorp-"

Pearl shook her head in disagreement, her gorgeous honey-blonde locks bouncing in the movement.

"Yes but if the board were to get a major investor they could oust you!" She reminded him as she poured herself some more Pepsi. "It has happened before, rarely but it does happen. Remember what they did to Steve Jobs and the guy who founded Dungeons and Dragons who's name escapes me? Do you want that to be you? Even though Steve Jobs was a jackass, that's besides the point! You started Oscorp from nothing, not them! Don't put it in a position where it could be snatched away from you by strangers!

Months later, when Pearl's words echoed to be true, Norman would regret not heeding her words of wisdom.

But all he could think about now was how the black dress she was wearing suited her so well and the regret inside him that she was still not seventeen yet.

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August-1997

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It was a hot, humid day when Mary Jane was able to catch her big break, thanks to Pearl!

Or she should say Spidergirl?

It had been over a month of auditions and Mary Jane was currently taking the crowded train home after her latest rejection. A soap opera telling her she needed acting lessons! She couldn't possibly suck that badly! It was just her damn nerves sometimes but she wasn't hopeless!

But that's all they saw and Mary Jane understood. First impressions were everything in this business and if you blew it, it was over.

And Mary Jane had blown it way too many times.

When she arrived home that night at a quarter after seven, signing sadly to herself as she unlocked the door, she was shocked with the sound of her singing filling the tiny living room.

Her voice was on the radio!

"I saved a guy from a mugging last weekend." Pearl explained as she tuned the radio up. "He turned out to be a radio host. He said he owed me a favor and I gave him your demo CD. He's been playing your songs for fifteen minutes."

Mary Jane ecstatically thanked her over and over again, crushing her in a bear hug until Pearl begged to be released. Mary Jane's voice filled their modest Brooklyn home for an entire hour, from seven until eight, the radio host played every single one of her songs that she ever recorded. Her mother was filled with delight and she called all their relatives near and far to tune in to the station. She even went outside and blasted her radio on high, screaming to everyone within a fifty mile radius that that was her daughter singing.

Mary Jane would be embarrassed if she wasn't so happy! Her heart overflowed with joy as she heard dozens of people on the radio calling in to say how great her songs were and asking if her covers were available in stores.

"And that was Mary Jane's beautiful rendition of 'Can't Help Falling In Love'." The radio host said as another of her song's finished. "And no ladies and gentlemen, you cannot find this anywhere in stores yet. Mary Jane still doesn't have a label backing her but I'm sure she'll have one soon! Recruiters if you are interested in signing her while she's still hot, Broadway producers especially, call the station and I will give you her number."

Mary Jane sat in shock at the radio host's words. She looked to her cousin who shrugged as if to say 'How else are they suppose to get in contact with you?'

The very next morning her voice box was filled with messages from all over Broadway and Off Broadway and tons of music labels. Mary Jane screamed in delight and her mother was over the moon too! Broadway first, her mother decided, and she sorted out all her options on a list ('Being an understudy is a trap Mary Jane!' She told her when she asked why Phantom of the Opera and Beauty and the Beast was not listed) and she took the day off from work to go with Mary Jane to audition. Even Pearl went with her to the first audition at CATS until her responsibilities as Spidergirl made her leave. But when Mary Jane auditioned this time, she did something different to stop her from getting too nervous and messing up like she usually did.

She imagined Grandfather Ben was there.

She pictured him smiling as he always did, his blue eyes twinkling, and imagined his words to her 'You'll be the biggest star of them all Mary Jane! Just wait and see!' as he lifted her on his arms and playfully swung her around.

And it paid off. She sang and acted with all her heart and soul, never missing a beat or a step.

And everything just came all at once!

Fiddler on the Roof! Asking if she could play Hodel for November's show! Chicago asking if she would like to play Roxie for December! And Andrew Llloyd Webber, the Andrew Lloyd Webber, asking her if she would like to play Jemima in CATS!

And what did Pearl have to say about all of this?

"You should do 'Moulin Rouge'! It's perfect, you will own that character Satine!" She told her excitedly as she held the script out for her. "You'll be the first, the original, just like Sarah Brightman is Christine! I have a feeling it's going to be a mega-hit! I just know it!"

A singing prostitute. That's who Pearl wanted her to play. A singing prostitute with a no name cast Off Broadway when all these Tony-winning producers were ringing her up. There was no guarantee Moulin Rouge would even last the week and that's not how Mary Jane wanted to start her career, bombing!

But then again, what was life without risks? If Moulin Rouge was a hit, then Mary Jane would be it's star, catapulting her to sky heights. But it was a major gamble but then again when was her cousin's spidy-sense ever wrong?

Mary Jane signed the contract for Satine the very next day.

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September-1997

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Columbia University was agonizing. And to think he thought High School was torture!

But luckily for Harry he had a genius helping him and one that didn't mind dumbing a lot of things down for him or mind his endless questions. His best friend Pearl already had her double masters in both biology and chemistry from Columbia University. They had made a deal with her when she won that science fair in Manhattan at thirteen, beating out all of their students. She got to complete her bachelor's with them while still finishing high school. When she finished it when she was fifteen, however, they allowed her to go for her masters degrees which she then completed at sixteen.

God what he wouldn't give just to have a quarter of her brain! He knew his father would be over the moon at the prospect, not having such a disappointing son.

The thought depressed him too much to even think about.

"So," He asked her in polite conversation, trying to keep his mind away from his father. "How's your waitressing job?"

She looked away from him to the open window.

"I got fired." She admitted. "Today actually."

Harry showed sympathy. He, of course, knew about Spidergirl being her best friend and not to mention the boyfriend of her cousin. He was there when webs shot out of her palms at lunch last spring and was there when she scaled a fourteen story building with her bare hands for no apparent reason at all.

Thank God only him and Mary Jane were the only ones to see her do it!

"Spidergirl issues?"

"No." She blushed adorably, twirling a lock of her honey-blonde hair. "I accidentally handed an Irish kid a Long Island Iced Tea instead of a regular one. He drank the whole thing and stumbled out of his chair, smashing things and loudly cursing out the British."

Harry couldn't help it. He burst out laughing.

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October-1997

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It was the day of the Oscorp Halloween party when Bernard first heard it.

Bernard had been taking care of the Osborn household since young Harry was three and in preschool. With a runaway wife and mother, Bernard became sort of a grandfather figure in the eyes of both Norman and Harry Osborn. Having no family himself, he happily took up the role. He cleaned their stuff, waited on them, gave advice whenever needed, and kept their secrets from any prying public eyes.

But Bernard would soon find out that there were dark, well kept secrets within the family even he knew nothing about.

"Do you guys hear that?" Pearl asked Bernard and Harry from the very large living room in the Oscorp Penthouse, brushing back a fake black lock of her 'Vampirella' wig. "Did someone leave a T.V. on here or somewhere?"

All three pairs of eyes snapped to the tall ceilings where the creepy cackling seemed to be echoing from.

"Oh yeah I'm taping this show on the sci-fi channel!" Harry finally told them after a few moments of silence with only the scary laughter, fiddling with his 'Jack Dawson' suspenders. "I forgot what it's called but it's when a virus kills a third of humanity and turns a third into zombies. The survivors then have to fight the undead and try to find a cure."

Bernard and Pearl stared in Harry in shock.

"Are you crazy!?" She shouted at him before Bernard could get a word in edgewise, throwing her black lace sleeves in the air in a gesture of exasperation. "Again!? You're really trying this again!? You couldn't even watch 'Scream' last year! They almost banned us from the movie theater remember and my Aunt's still pissed you ruined her grandmother's Egyptian cotton sheets that following weekend!"

"That's why I'm watching this tonight!" Harry retorted, a pink flush of embarrassment on his face from the mentioning of his bed wetting. "To get over my fears and what better way than an undead apocalypse? And those sheets weren't even real Egyptian cotton!"

Suddenly he heard footsteps and saw Norman dressed as Count Dracula walking down their grand staircase, snapping his false teeth into place.

"Oh no son. No more scary movies." Norman said firmly, catching the gist of their conversation. "I'm not waking up to blood curdling screams at three in the morning anymore to change any bedsheets, check any closets for monsters, or install any more nightlights."

"Dad!"

If only Bernard knew then what he knew now perhaps he could of saved his precious little family from being torn asunder before the New Year rang in.

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November-1997

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Only in New York City would this crazy shit happen.

Gwen was currently dunking behind a van from a homicidal manic in a mechanized rhino suit who was shooting up Times Square, picking out shards of glass from her platinum hair from where that psycho shot out the windows. It was Thursday and she had just come from seeing the 1p.m. new hit Broadway show 'Moulin Rouge' (Her super rich classmate/new friend Harry Osborn had given her the ticket, no doubt because she let him cheat off of her all the time in American History and Literature-Hey he let her cheat in Algebra and Chemistry) and had to rush home right after it was finished after she had taken a few pictures, gotten the casting stars autographs-especially Mary Jane's since it was really her beautiful singing voice she came to see after all, and picked up the CD and a T-shirt. As it was Thanksgiving Gwen had to be in Queens by five in time for her mother to carve the turkey, as it was tradition in their house every year. She was about to cross the street to the train station when this lunatic showed up.

And to think she could have been safe in Cambridge, far away from here, had her father just signed the damn permission slip!

"OHHHH LOOK!" She could hear the Rhino man mock after a few short minutes of hiding from him. "SPIDERGIRL IS HERE!"

The shooting stopped and Gwen managed to gather up her courage and look up from the safety of the van. Sure enough it was Spidergirl, at least she thought it was Spidergirl-it looked like her from the newspaper (Then again all the pictures they had of her were either too small or too blurry), standing a few yards away from the Rhino man. Gwen saw the police cowering behind their very shot up cars behind her (She didn't blame them, the Rhino was strapped better than Air Force One), but thankfully she didn't see anyone hurt or injured.

Thank God for that. And thank God her father was currently battling the flu at home and not here getting shot at.

"On behalf of the fine people of New York City," Spidergirl said very nonchalantly from the loud speaker she had taken from a police officer, standing on one of their cop cars. "And real rhinos everywhere, I ask you to put your mechanized paws in the air."

"NEVER!" He roared back, smashing a giant hole in the concrete in his rage, the strong vibrations even reaching Gwen. "I CRUSH YOU! I KILL YOU! I DESTROY YOU!"

Instead of being terrified like Gwen was, like all of the people in Times Square were, Spider-girl seemed very amused at his words.

"You want me to come down there so you can kill me?"

"YES!"

"I'll be right there."

And what proceeded was the most spectacular ass whomping Gwen had ever seen. She watched as Spider-girl gracefully and effortlessly blocked his every attack, managing to revert a few of his shots back at him, and defeated him with a sewer lid.

A sewer lid!

It was almost as if she knew the suit's weak points and was using his own armor against him. When it was over, the Rhino was a smoldering pile of scrap metal and the maniac bound in a web of her own creation.

"He's all yours boys!" Spidergirl shouted as she swung away, the people (Including Gwen) cheering after her. "Happy Thanksgiving everybody!"

Now that Gwen actually saw her in action, there was no denying, Spider-girl was absolutely amazing!

Author's Note: As you can see I have changed some things. Peter Parker is now Pearl Parker, Mary Jane is her adopted cousin, Uncle Ben is her Grandfather Ben, and Aunt May is now Aunt Marigold, not his wife but his daughter. Harry is still her best friend though, that hasn't changed but he does know about her powers because you can't shoot a web in the middle of lunch or scale a building with your bare hands and expect your best friend who you hang out with everyday not to notice. Oh and she's seventeen as are Harry and Mary Jane, having started the first grade when they were 5 not 6. Gwen Stacy will be a minor character in this story and as you can see Ben died before Pearl got her powers but in the same way as the 'Amazing Spiderman' movie. I will get more into that during the next chapters, whenever I finish typing them. Oh and they lived in Brooklyn and not Queens. Why? Because I love Brooklyn! Oh and I know 'Moulin Rouge' was not a Broadway show but here it is! Reviews please!