Hey guys, Aaron2014 here! This is the chapter you all have been waiting for. And to the guest known as "Rocker", I do have plans for Nyancy Chan in the future. However, unlike her Omniverse counterpart, she'll have more of a Marvel origin. Also when it comes to updating the story, one must have patience to receive the greatest of rewards. Enjoy the chapter! Also, here's a theme song to get it started!

(Song Starts)

It started when an alien device did what it did

And stuck itself upon her wrist with secrets that it hid

Now she's got super powers, she's no ordinary kid

She's Gwen 10. (Gwen 10)

So if you see her you might be in for a big surprise,

She'll turn into an alien before your very eyes

She's slimy, creepy, fast and strong

She's every shape and size

She's Gwen 10 (Gwen 10)

Armed with powers, she's on the case

Fighting off evil from Earth or space

She'll never stop till she makes them pay

'Cause she's the brightest kid to ever save the day

Gwen 10

(Song Ends)


Chapter 2: Great Power

(Hey guys! Gwen Stacy here, giving you a heads up. I would tell you how my day is going, but unfortunately, I'm fighting for my life here!)

Zooming by was a black, blue and green blur. The owner of the blur had a body similar to a semi-armored Velociraptor. It had a long blue tail with black stripes over it. The dinosaur-like being had black spheres on its feet and wore a helmet with a visor along with a black/green tight suit. The body shape of indicated it was female. On her chest, was the green hourglass dial of the Omnitrix.

(Cool right? As you can see I'm in one of my alien forms. I call this one XLR8. The name is pretty obvious considering what this one can do. Though, my opponent is another story.)

She zoomed out of the way of an incoming ice blast. The blast froze a newspaper vending machine and a street lamp. The owner of the ice blast was a man wearing a heavy winter coat with a blue and white trademark icicle design. On his face was a protective freeze-mask and attached to his back was an ice pack which connected to the metal gloves on his hands.

(If you guys need a pointer then look no further. The guy I'm up against is Donald Gill, aka Blizzard. He uses a high tech blizzard suit to commit crimes. He's also one of Iron Man's enemies. Considering the bad guys I fought during the week after receiving the Omnitrix, it looks like I went up a tier in the villain bashing department.)

"Come now, lizard lips," Blizzard spoke sadistically. "Don't you know what killed off the dinosaurs?" Before he could fire at the speedy alien, he was kicked hard in the gut and knocked a few feet away onto his back.

XLR8 stopped a few feet away, her visor lifted up to reveal her blue face, black lips and green eyes before saying, "Let me guess? It was your use of cold puns, right?" She dodged to the right when another ice blast was aimed at her. "Hey! Don't be so 'cold' about it!"

"Stop mocking me!" Blizzard shouted before firing more ice blasts at the female speedster.

XLR8's visor went down immediately before she sped off out of the way of Blizzard's attack. As she was running, she tried to make sure that the collateral damage was kept to a minimum. Thanks to her super speed, she was able to keep civilians out of Blizzard's line of fire. However, she was only prolonging the fight and she was on a schedule. She needed to end this quickly.

"Sorry to disappoint you, snow face," XLR8 said while she was running around Blizzard. "But I have somewhere to be."

After saying that, everything around her began to slow down as if time was speeding to a crawl. Thanks to her enhanced speed, she could make it to where everything else was slower while she still had normal speed. She then treaded over behind Blizzard, where his ice pack was located. With a smirk, she used her three sharp claws to damage the device enough before speeding out.

Time went back to normal, as Blizzard saw XLR8 looking at him with a smirk and crossed arms. He pointed his gloves at the alien and fired at her. Unfortunately, nothing came out which caused him to look at his hands in confusion then at XLR8. She then pointed to her back, indicating to look at his, which he obliged. There he saw his ice pack damaged and leaking out highly concentrated coolant. His eyes went wide as the coolant then began freezing the pack over, before snaking its way onto his suit. He couldn't react fast enough as his entire body was covered in ice.

XLR8 smirked as she zoomed next to Blizzard, who was encased in ice. "Looks like the Blizzard's been put on 'ice'."

(Okay that pun was bad, so sue me.)

XLR8 looked around to see the damage from the fight. Luckily for her there was only minor damage to a building on the other side of the street, if not also a bent street bench and a few blocks of ice covering the streets. Overall, not bad since the first few times doing hero work. She looked to see a civilian, who was filming with his phone, on the other side of the street. She waved before saying, "Make sure to call the authorities to come get this guy."

With that she sped off down the road, not before grabbing her school bag. Thanks to this form she'll be able to get to Midtown High in no time. She would have gotten there sooner but the situation with Blizzard left her sidetracked. A hero's job is always busy.

(For those who need to be caught up, like I said before, it's been a week since I got the Omnitrix. The first day was as Heatblast, my go-to fire maker, fighting against Trapster and his crew of baddies. Unfortunately he was able to give me the slip. That day was a bummer. However, I was able to test out my other forms thanks to this week. The day after I got the Omnitrix, this banshee villainess known as Shriek went on a rampage. Luckily I used Echo Echo, my sound user/multiplier, to kick her butt. The day after that I went against Grizzly, a super-villain who used a bear-like battle armor to cause some havoc. So to lessen the damage I used my flier/ice maker, Big Chill. The list goes on but right now I got to get to school.)

Thanks to XLR8's speed, she was able to zoom by the cars on the road without even touching them. She then jumped onto the sidewalk and continued onward, making sure not to hit any pedestrians. She loved this form considering she was fast enough for her to get to school on time. She stopped a bit when she looked up at a billboard seeing J. Jonah Jameson doing a newscast.

"I know you're out there, you wall-crawling menace," Jameson said with a grouchy tone. "It is the duty of every New Yorker to report the actions of these masked miscreants. So listen up! As long as James Jonah Jameson is CEO of Daily Bugle Communications, I won't rest until New York has seen the last of Spider-Man."

"Geez, doesn't that guy ever give up?" XLR8 said to herself.

Suddenly, the sound of police sirens was heard. XLR8 looked to the side to see a cop car skidding across the road with a familiar looking blotch of paste stuck to the windshield. It looked like it was about to smash into a bakery. Before she could react, a strand of webbing shot out of nowhere. It made a net which caught the car before it could crash into the shop. This made XLR8's eyes widen in shock.

"Is that?" she muttered before a familiar figure landed on the side of the building opposite from the shop.

The figure was wearing a tight suit where the majority of colors were red and blue. A noticeable feature was the red areas of the costume had a pattern that resembles that of a spider web, with the center of the web being on the topside of his nose on the mask. On his chest and back were the silhouettes of spiders on a web. The eyes on his mask were white with a bold black outline.

(It is… its Spider-Man!)

The cop in the car, who was luckily not hurt, looked up at the arachnid super-hero, "I'm starting to think Jameson was wrong about you, Spidey."

Spider-Man gave a mild salute to the cop, "Spread the word, chief!"

With that, the wall-crawling hero jumped off the building and acrobatically landed on the street in front of what appeared to be crashed armored truck. XLR8 zoomed behind a wall close to the scene and poked her head out. There she saw Spider-Man at battle ready when a familiar face started walking out of the armored vehicle. XLR8's eyes widened at the sight of none other than the Trapster himself, who was smirking at Spider-Man.

(If you guys remember, the Trapster was the leader of that gang I fought before as Heatblast. He got away before I could send him to jail. Hopefully, I won't have to interfere with Spidey's rhythm while he nabs Trapster. I may not be able to catch him but he'll be caught this time.)

"Hiya, bug-brain," Trapster said still smirking. "I knew that would draw you out."

The Trapster then pulled out the paste gun on his right side and fired at Spider-Man. The spider-powered hero front flipped over the goop before landing down and gave Trapster a major uppercut. This caused Trapster to be knocked back into a red car on the curb, causing damage to the vehicle. Trapster then got up with a maniacal grin as he pulls out two silver cylinders, each with big red buttons which he presses, and throws them at Spider-Man.

Spider-Man quickly jumps into the air, and accurately kicks the two cylinders away. In the distance they explode, revealing they were a type of grenade. Just as he landed, he spotted a third one rolling towards him. He jumped far back into the air as it went off, unfortunately the grenade contained the very paste Trapster uses and it hits the web-swinging hero. He lands on the side of a building but only to be stuck by the Trapster's paste. Trapster, himself was seen now aiming his gun at the now stuck arachnid hero.

Spider-Man saw this and used his free hand to fire his webbing. He fired but unfortunately nothing came out. He just ran out of webbing on his right web-shooter. This made Spider-Man's eyes widen before looking down at Trapster, who was grinning.

XLR8 tensed at this sight and started thinking quickly. She looked to her side to see a man in a long coat and hat, leaning against the wall she was looking from and quickly went up to him.

"Excuse me, mister," She said with haste as she held out her backpack to him. "You mind holding this for a sec?"

"Sure thing, kid," the man said taking the bag.

"Thanks!" she exclaimed before zooming out of sight. Unknown to her, the man was smiling.

XLR8 was booking it towards Trapster. Thanks to her form she had time to reach him before he made Spider-Man a glued decoration. Luckily for her, she had the perfect playmate for the paste firing chemist. She made a jump into the air before slamming the dial on her chest. Her body shifted to magma, fire and red stone as she transformed in a flash of emerald light.

"Heatblast!" She shouted as she made her descent towards Trapster.

Trapster was about to fire when a flash of emerald light caught his attention. He looked and his eyes widened as he saw Heatblast making her descent towards him. With quick thinking, he leapt out of the way before rolling into a crouched position by the armored vehicle. Heatblast landed in front of Trapster with a grin on her fiery face.

"Hey, Trapster," the female fire alien said. "Did you miss me?"

Trapster backed away a bit in fear. "Not you again!"

"Yep," Heatblast replied. "And I believe you and I have a score to settle, pal."

"I told you before," he said before pointing the paste gun at her. "I ain't going back to the big house."

"And like I told you before," Heatblast said before igniting fire in her palms. "Fire and glue don't mix."

Trapster grinned, "I think you'll love this batch I made. It's just for you!"

With that, Trapster fired at Heatblast, who countered with fire projectiles. Trapster then pulled out some paste grenades and flung them at Heatblast. Before she could react, the grenades exploded and caused her to be covered in the goop. Remembering from last time, she flared her body's temperature to harden it. Unfortunately, however, the paste on her body didn't harden but started spreading over her body. Heatblast struggled to get it off.

"What the," she said as she struggled to get free. "Why isn't it hardening like last time?"

"This batch is special," Trapster said with a grin. "I added a few extra ingredients to this batch, just a few fire retardants which makes it spread instead of hardening. You're going to have a hard time getting out of this one."

Watching all of this go down, Spider-Man was in awe at what just happened. First he saw one of those creature-like heroes he seen on the news transform in a flash of green light into the fire-wielding creature before him. Not only did she stop Trapster from sticking him to the building more but she also saved his life. Whoever she was, she was on his side. Now it was time for him to return the favor.

Trapster walked over to Heatblast, who was struggling to get free. She looked in shock as Trapster aimed his paste gun at her head. This was not looking good.

(Oh great…I'm about to be struck down by the dorkiest villain of all time. Where's the cavalry when you need it?)

"Heads up!" A voice called out catching both Trapster and Heatblast's attention.

In a flash, Spider-Man kicked Trapster, causing him to be knocked away from him and Heatblast. Heatblast was in awe as Spider-Man saved her from being glued to death, which would have been a disappointing way to go. The spider-clad hero looked at the female fire alien with a smile.

"You glad I stuck around?" He quipped. This caused Heatblast to giggle a bit.

"Only a bit," she replied. "Any ideas on how to free me?"

Spider-Man thought a bit, "Not a clue. You?"

Heatblast smiled a bit. "Just one. You see the dial with the hourglass symbol on my chest?"

Spider-Man looked down at her chest. Not looking at her bust but the object she was talking about. "Yeah?"

"I need you to slam down on it," she explained.

"What happens if I do?" he asked.

She smiled, "You'll love it, trust me."

Without hesitation, Spider-Man slammed down on the dial on her chest. In a blinding flash of green light, her body went into a dramatic change. Her body turned black with blue and white spots on her arms and legs that resembled ice chunks. She now had a light blue torso and large green eyes. Her height didn't change a bit and she now had three fingers and a thumb on each hand along with two toes on each foot and a third toe-like extension on her ankles. She now had wings similar to a moth and is colored blue, black and little bit of white. Her overall form is comparable to a moth-like alien, with a bit of a feminine physique.

After the light died down, a new awesome creature stood in Heatblast's place as it complied in an icy feminine breath, "Big Chill!"

Spider-Man's eyes widened in awe, "Okay, I'll admit. I totally love this!"

Big Chill looked to Spider-Man with a smile, "Told you." Her body then became see-through as the goop binding her fell to the pavement as she walked out of the substance before becoming tangible again. She then turned her head to Spider-Man.

"I think it's time to tell Trapster to 'cool' down." Big Chill stated.

"By all means," Spider-Man said gesturing towards Trapster, who was getting back up.

Big Chill unfurled her winged before speeding towards Trapster. Trapster saw the moth alien speeding towards him, only for him to fire his paste gun at her. She mentally activated her intangibility, allowing the paste to faze through her. This made Trapster freak out a bit and continued firing at her. It wasn't working in the long run until she was up right in front of him. He was about to fire again when she touched the paste gun with her intangible right hand. This made the nozzle and part of the gun become frozen in ice.

Trapster pulled the trigger, unfortunately the nozzle was clogged. This caused the pressure in his weapon to build before it became unstable. The Trapster looked at his back giving an "uh oh" face before the pack exploded. Spider-Man looked away a bit from the explosion before looking back at a comical sight. There in front of both him and Big Chill was Trapster, who was covered in a mess of his own paste. Spider-Man couldn't help but inwardly snicker.

Big Chill then became tangible again, folding her wings over her like a cloak, looking at Spider-Man before saying, "I think this is the part where we leave behind the super-hero note."

Spider-Man nodded. "You've read my mind." He then held out a hand at Trapster. "Can we borrow a pen?"

Trapster glared at them a bit before his eyes widened. This reaction was caught by the two heroes. What would make someone like Trapster scared? Spider-Man knew that his Spidey Sense would have warned him but it didn't even go off.

"Interesting," Spider-Man muttered to himself. "Villain's eyes widening in terror but Spidey Sense's not tingling."

Big Chill looked to the spider hero, "That's either good or bad, right?"

"Considering it's never happened before," he replied. "I'd go with bad."

Suddenly the sound of jet engines caught the ears of Spider-Man and Big Chill. They looked up behind themselves to see a large airship of sorts. Its color coating was mainly black but it was supported in the air by for large engines. A large, four triangle paned windshield was seen on the front underside of the ship. It was none other than the S.H.I.E.L.D. Helicarrier, the main airbase of the agency known as S.H.I.E.L.D. Both hero and heroine were wide-eyed at the sight.

"S.H.I.E.L.D. Helicarrier is coming in low," Spider-Man pointed out.

Big Chill nodded in agreement. "What do you think they want?"

"You two," a firm voice said causing the two heroes to jump before looking behind them. There before them was none other than the director of S.H.I.E.L.D. himself, Nick Fury.

(This is some morning. First I meet Spider-Man, catch Trapster and now I'm meeting with Nick Fury himself! As you know, S.H.I.E.L.D., aka the Strategic Homeland Intervention Enforcement and Logistics Division. Basically they're the spies of spies, the super spies.)

"You super spies make it a point to sneak up on hard working heroes?" Spider-Man asked.

"Not really 'cool' if you ask me," Big Chill added.

"I think it's necessary," Nick Fury said before pointing to the side. This made Spider-Man and Big Chill look to their left.

There before them was quite the damage. A police vehicle stuck to webbing on a bakery, various things and people stuck from Trapster's paste either on a street lamp or on the road itself. It was basically chaos, which they unintentionally caused.

"We've got to talk," Fury simply said.

(This does not bode well for my low collateral record…)

"No one's saying you didn't stop the bad guy," Fury began. "But look around you. Is this the way Captain America would have done it? Cap could have stopped Trapster in five seconds. You took three minutes plus more thanks to Ms. Freeze Moth here, with lots of collateral damage."

"I do a good job," Spider-Man retorted.

"Me too," Big Chill also retorted.

"For two clueless rookies," Fury pointed out.

"Yeah!" Both heroes agreed at once before realizing what they answered to.

"Look," Fury continued. "Everyone starts out clueless. Even Iron Man, back when he was a novice."

Both Spider-Man and Big Chill cringed at the thought of Iron Man crashing into random things, while starting out.

"But he learned, eventually," Fury continued more. "What would you two say if I can turn eventually into right now?"

"I knew it," Spider-Man spoke up. "You want us to buy a line of self-help books. Not interested, besides, I'm tapped out till payday. So if we're all done here I think I'm gonna—"

"I'm serious, Peter Parker." Fury interrupted.

This caused Spider-Man to freeze in place. He wasn't the only one shocked by that little reveal. Big Chill's eyes widened hearing Spider-Man's identity revealed like that, for it to turn out her hero was also the boy she had a crush on.

(I don't believe it! The guy I had a crush on since the beginning of high school, Peter Parker, is Spider-Man himself! Well luckily my identity is safe.)

"You know!?" Spider-Man nearly whispered.

"Everything," Fury said with a smug smile. "Super spy, remember?"

"I can't believe it," Big Chill spoke up catching Spider-Man's attention. "You really are him, aren't you?"

"I would say yes," Spider-Man said. "But I don't even know you."

"You should," Fury said. "Considering she goes to the same school as you, right Gwen Stacy?"

Hearing that name nearly made the sky fall on top of her. How the heck did he find out her identity? Her alien forms made it to where her identity was kept a secret. Then again, Nick Fury is a director of an agency of super spies. Still, it would have been pretty hard for them to even identify her.

"How did—?" She asked before Fury spoke up.

"We tracked your location to the neighborhood you live in," He explained. "Considering whatever you're using to transform gives off a high-level energy reading that makes an Arc Reactor look like a sparkler." He then held up her backpack. "Plus, I wouldn't recommend leaving your student ID in your belongings."

Blue Chill's face widened as she turned to the wall she came from before fighting Trapster then back at Fury, before trying to hide her face deeper in her wing-like cloak.

(That's one way for a spy like him to find out who I was. Definite clueless rookie move there, ah geez.)

"With great power comes great responsibility," Fury spoke up. Big Chill noticed Spider-Man's expression when Fury said that. "Good words from a good man."

Spider-Man looked to ground with a down-casted look. "Uncle Ben was the best…" Big Chill's expression saddened a bit from hearing that.

"It's been what, a year now?" Fury asked with sympathy.

"Today would've been his birthday," Spider-Man replied as Fury placed a hand on his shoulder.

"You've honored him, doing what you do," Fury said. "Now I'm offering you, and her, a chance to do better, to really learn about responsibility."

Both Spider-Man and Big Chill looked at one another before the spider hero looked at Fury, "Translation?"

"I want to S.H.I.E.L.D train you to be better heroes," Fury explained. "Both the Ultimate Spider-Man and..." Fury paused a bit before turning to Big Chill. "Do you have a super-hero name?"

The moth alien raised a brow. "Uh, Big Chill?"

"I mean your human one," Fury pointed out.

"I don't even have a costume," She pointed out, as well. "Why would I need a super-hero name and costume for my original form if I can turn into aliens?"

"Wait," Spider-Man spoke up. "The form you are right now is an alien?"

Big Chill nodded before saying, "This and my other nine alien forms."

"Nine others?" Spider-Man said with an impressed tone. "With those, plus you, I'd dub you Gwen 10."

"Gwen 10?" Big Chill repeated before humming a bit. "Sounds simple but catchy at the same time… I like it!"

"Like I was saying," Fury spoke up catching their attention. "Both the Ultimate Spider-Man and Ultimate Gwen 10."

"And how ultimate is 'ultimate'?" Spider-Man asked.

His question was put on standby as the sound of running footsteps caught their ears. Behind Fury, Trapster had just freed himself and was fleeing the scene with a metal briefcase of sorts. Fury simply pulled out his firearm before aiming it up. Upon firing it, a blue bolt of energy shoots up before it hits a flagpole, severing part of it from the building. It bounced from one side of a building to the next before smacking down on the backside of Trapster's head. This made both Spider-Man and Big Chill wide eyed and speechless.

"That ultimate," Fury simply answered.

"Sweet!" Spider-Man said before the sound of a cellphone ringing was heard. He picked it up and saw that Mary Jane was calling him. He laughed nervously at the situation. "I should probably set my ultimate cellphone to ultimate vibrate."

"Your tech needs an upgrade," Fury said before lifting up what appeared to look like a small badge with the S.H.I.E.L.D. logo on it. "Try ours."

Just as soon as Fury placed it on his wrist, he pressed a button causing it to shift entirely. From the looks of it, it appeared to be an upgraded version of the web-shooter. Its color was red of the majority and it had silver stripes starting from the nozzle to the end of it. A hologram was seen being projected from it. Overall, it was impressive tech.

"S.H.I.E.L.D tech guys developed this next gen web-shooter," Fury explained. Spider-Man flexed his wrist a bit, testing it out.

"Too big, too clunky," Spider-Man said as he looked at Fury, who was holding out his hand as if he was going to take it back. "I didn't say no."

"What about me?" Big Chill asked. "Do I get some 'cool' tech?"

"Later," Fury replied. "With both your talents and my training, you two can learn to be better heroes. The next Cap. The next Iron Man, one of the greats."

"Thanks for the offer," Spider-Man spoke up. "But I'm not allowed to talk to strangers. Have a nice life, okay?" He then turned to Big Chill. "And see you at school."

Without another word, Spider-Man jumped into the air before web-swinging away from the two. Big Chill watched him go as she then turned to Fury, who looked back at her. The silence between the two only for a second.

"I'll get back to you on your offer," She said as she retrieved her backpack from Fury before slamming the dial on her chest, causing her to become XLR8 again in a flash of green light.

"XLR8!" she shouted before waving at Fury. "Catch you later!"

With that, she zoomed off in the same direction as Spider-Man went. There Fury just looked onward the direction the two teenage heroes went and shook his head.

"Teenagers," he simply said before making his way to the nearest transport to the Helicarrier.


Unknown to the web-swinging hero, someone was spying on him. From one of the traffic cameras, the observer was able to get a good glimpse of Spider-Man as he swung by the device. Data was collected from a snapshot of the arachnid hero as a Caucasian finger moved the still image out of the way to look at the other collected data.

The owner of that finger was a tall Caucasian man. He had red hair, blue eyes and he wore a grey business suit with a white shirt underneath along with a red tie. This was Norman Osborn, head of Oscorp Industries. His corporation was known as a weapons/tech manufacture, in second compared to Stark Industries. He observed the data that was collected through the year Spider-Man's been around. He couldn't but grin at the potential the arachnid hero had.

"Impressed, Mr. Osborn?" a voice said through a small speaker in his desk.

He smiled with a reply, "Very, Octavius. More than ever I'm convinced Spider-Man is the key to military superiority. Once I replicate his abilities, I'll market an army of spider-enhanced super soldiers to the highest bidder. Nick Fury is a fool to think he can get Spider-Man to work for S.H.I.E.L.D. I prefer Spider-Man the way he is, headstrong, undisciplined, and easy to anger."

"And easier to turn," Octavius added. "I'll inform our remaining allies to begin phase two."

Norman gave a grin knowing the plan was now commencing.


Gwen sighed in relief that she was in school right now. After all the craziness this morning, she's finally glad to finally get a break from all of the crime fighting. She looked down at the Omnitrix where the black part of the hourglass symbol of the faceplate was red, indicating that the watch was now in Recharge Mode.

(I bet you guys are wondering about that? Well the watch has a mode to where it recharges after I stay an alien after so long. The recharge lasts around 10 to 15 minutes which is useful to know ahead of time. I nearly timed out one time after a battle with a super-villain. Good thing there was a vacant alley with no one in it to hide in while it timed out. I'm just lucky to get away from that craziness for today.)

"Meow!" a cheerful voice cried out right next to Gwen's ear.

Gwen nearly jumped in the air before turning to the perpetrator. She almost activated the Omnitrix until realizing who the perpetrator was and remembering that it was still recharging. There before her she saw her friend, Nancy Chan, who was giggling a storm at the moment. The blonde teen could help but groan.

"Nancy," she said in a somewhat irritated tone. "You nearly gave a heart attack!"

The Asian girl waved her hands frantically in front of her in apology, "Sorry! I didn't know you'd be this jumpy. Bad morning?"

"You can say that," Gwen replied as she opened her locker to put in her books.

(I'm glad she doesn't know what I do now as a hobby.)

"Anyways," Nancy said before pulling out her phone. "Check out this latest broadcast from the Daily Bugle. It's got those alien super-heroes everyone is talking about."

This got Gwen interested. She looked at the phone, which showed footage of her alien forms fighting against super-villains she fought during the week. At least J. Jonah Jameson wasn't calling her a menace.

"As you can see in the varieties of footage taken," Jameson reported. "That various creatures have been seen across New York during the past week. They each seemed to fight off the villains causing havoc in the city. Unlike Spider-Man, these creatures haven't caused too much collateral damage to the streets. However, my fellow newscaster, William Harangue, has a different opinion on this group of new 'heroes'. Harangue?"

The camera panned to the left to show a Caucasian male with brown hair with grey on the sides and dark brown eyes. He wore a black suit with a white dress shirt underneath and a black tie and glasses. A noticeable feature was he had a square chin.

"Thank you, Jonah." He said before giving his report. "Footage gathered from the past week showing the so called 'heroism' these creatures committed is other than laughable. I for one believe these creatures are nothing more than a starting sign of a future invasion of New York. Those villains may look like they're attacking the city but it's possible that they were defending themselves from the real threat."

(Defending? Real threat!? This guy's more of a whack job than Jameson is. Oh great, now I have my own version of Jameson.)

"Interviews from New York citizens claim these creatures to be new heroes," Harangue continued reporting. "While I have to disagree but it's not my place to say. I leave that to you, the viewers at home, to decide. Jonah?"

The video ended there as one of Gwen's eyes twitched trying to contain her anger. She was now in Peter's shoes at the moment, considering she now had a loud-mouth newscaster trying to bash her acts of heroism as unprovoked attacks. Jameson may call Spider-Man a menace but Harangue called Gwen a threat to humanity. Instead of letting her anger get the best of her, she immediately calmed down and decided to ignore it. A trash-talking reporter wasn't going to bum her today.

"I kind of feel sorry for those alien heroes right now," Nancy spoke up catching Gwen's attention. "They're not causing trouble. They're just going after the bad guys."

"I hear you, Nancy." Gwen said with a smile as the two walk down the hall. "Why can't news reporters leave the heroes alone and not just focus on the celebrities?"

"Heroes are more publicity," Nancy replied. "Besides, whens the last time you've heard of Jennifer Nocturne saving the day?"

"Only in one of her movies," Gwen quipped causing both girls to laugh. Gwen's attention was focused up ahead.

There she saw Peter being stuffed into a locker by a familiar face. The person was teenage boy around her and Peter's age. He had a muscular build, blonde hair and green eyes. He was wearing a Midtown High football uniform along with blue jeans. Gwen knew this person all too well.

(That Sasquatch stuffing Peter into a locker in none other than Flash Thompson, our school's reigning football champ. He and Peter have had a rigid constant history with one another. Too bad I can't turn into one of my aliens and give him a taste of his own medicine. But that wouldn't be a responsible use of my powers, plus I'm not a boy.)

Nancy noticed it too and looked at Gwen before saying, "Locker knocker time?"

"Locker knocker time," Gwen repeated a reply before walking over to the locker.

She opened the locker and held out hand to the boy. "Need a hand?" Peter smiled before grabbing her hand as she pulled him out.

"Thanks for the assist," He thanked.

Gwen smiled before light punching him in the shoulder. "Not a problem. People like us got to stick together, right?

Peter smirked before winking at her. "Depends on who's helping who."

"So," Nancy said with a grin as she was between the two. "When did you two starting making idle chat with one another?"

This caused to the two teens to jump back a bit from the cat-grinning Asian girl. Gwen's heart nearly jumped out of her chest the second time today because of Nancy's sneakiness. With all that talent of being stealthy, you think she was a cat or a ninja, or both.

"Anyways," Nancy said before walking through, between the teens. "I'm starting to get hungry. If I don't eat something soon it'll be a total 'catastrophe'."

"Cat puns aside," Peter said before turning to Gwen. "Do you and your friend want to sit with me and my friends at lunch?"

Gwen nearly stopped breathing when she heard that sentence. It was that very sentence that she waited to here from her crush since the beginning of high school. This hopefully wasn't a dream because she didn't want to wake up right now.

"Are you sure?" she asked. "I mean, Nancy and I don't want to be fifth wheels at your table or anything."

Peter waved it off. "I insist, really!" He then leaned in and whispered a bit into her ear. "Plus, after school I want to get with you talk about how you transform and stuff." With that, Peter started walking to lunch leaving Gwen flabbergasted.

(This day is starting to become a dream come true! Nothing can stop this day from getting better!)


The cafeteria was packed with students at the moment, who all were enjoying their lunches. During this time, any subject of conversation was told while at a table. At the moment, Gwen was having the best lunch period ever. Cause as of now, she and her friend Nancy got to sit with Peter and his friends.

As she and Nancy sat down with Peter, Gwen noticed on the other side of the table sat Mary Jane and another friend. He was a Caucasian male around their age who had auburn hair and blue eyes. He wore a black vest over an untucked white shirt with grey pants.

(There's someone everyone in school knows and loves. His name is Harry Osborn. He's rich, handsome, and most importantly is Peter's best friend. I don't know the full details about how they became friends but if it wasn't for him, Peter would have to deal with several embarrassing situations.)

"Petey, bringing a girl to the table," Harry said a friendly teasing tone. "So when's the first date?"

"W-What!?" Peter nearly shouted a stutter as a blush was seen his face. He wasn't the only one considering Gwen was blushing as well.

"Harry," Mary Jane berated as she light elbowed him in his side.

"I'm kidding," Harry said. "You know it's customary for best friends to poke fun at one another."

"He's right," Nancy brought up. "I think there was a manual on the subject."

"I'll believe it when I see it," Gwen said, making everyone at the table laugh.

"It's good to now have other girls in the group," Mary Jane said. "It's okay to have guy friends but it's a bit lonely being the only girl."

"Luckily we've arrived just in time, right?" Gwen said which made all three girls giggle and the two boys just roll their eyes.

Peter was about to take a bite into his lunch when he suddenly tensed. His Spidey Sense was going off and the level it was at was kicking up a storm. Gwen noticed Peter's expression immediately, considering she found out about his secret identity this morning. She knew that whenever he had that expression that his Spidey Sense was warning him, just when today was going great.

Suddenly, an explosion erupted from the wall behind them. This caused the people at the table to be thrown back from the force of the explosion. The group got up and looks to see four individuals by the hole in the cafeteria wall. The first one was a man in armor floating in the air. He had a black mustache and wore purple armor with big bulbs on his helmet, chest and knees. He also wore sunglasses on his face.

The next person appeared more of an android than the other three. The main body was red with black stripes on the shoulders, chest, legs and torso. He had purple coloring on his gloves and feet and also had what appeared to be a metal claw as his right hand.

The third one was the only female of the group. She had a slender but very muscular body. She had green eyes, red hair and wore red lipstick. She also wore a golden tiara on her forehead along with a two piece red outfit with yellow lines with one sleeve that covers her right arm and reveals her belly button. She wore a black belt with a golden buckle around her waist, red pants at the bottom with yellow mixed with red lines and finally yellow boots.

The fourth individual, however, looked more helpless than the other three. He was being suspended in mid-air by an anti-gravity amplifier on his back. He wore a greyish brown suit and pants as well as a white dress shirt under the suit. He also wore a blue tie.

(Wizard, Klaw and Thundra here at school!? This does not bode well.)

"Attention students," Wizard spoke up with a grin. "Your principal has something to tell you.

"Students," the principal spoke in a frightened voice. "Your attention, please! The school is now under the control of the-the—"

"The Frightful Four," Thundra finished for the frightened principal.

"Uh, there's only three of you," Mary Jane plainly pointed out.

"Quiet!" Wizard shouted, using his anti-gravity amplifier to fling the principal at the students.

The students ducked as the principal flew over them, crashing into the hall. He groaned as the students watched Wizard use his anti-gravity amplifier disks on the various objects in the cafeteria. To his will they floated into the air causing the students to back away. Klaw then send out a blast of sound causing everyone clasps their ears in pain. Thundra did what she did best, she started smashing objects with her bare fists, reducing them to rubble. Gwen looked down at the Omnitrix, only for it to be still in the red. This caused her to inwardly groan as she watched Wizard float in, thanks to his suit.

"Before the Trapster was captured," he said catching everyone's attention. "He learned Spider-Man attends this school and unless he gives himself up, we'll tear this place down brick by brick."

"Yeah!" a random student enthusiastically yelled out, causing Wizard to glare at the teenager.

"We're serious!" Wizard sternly informed. That caused the teenager to shut up, before Wizard turned to Klaw. "Klaw?"

Without hesitation, Klaw lifted up his claw to the ceiling of the cafeteria. A blast of sound shot out of it causing the ceiling to be become shattered and destroyed. Students ran for cover as dust and debris came down upon them. This showed how serious they were being right now.

"So," Wizard spoke up again. "Who is our mysterious wall-crawler? A teacher? A student? The cafeteria lady?" This caused Wizard to grin a bit. "They seem reluctant to talk. Klaw, make them listen to reason."

Klaw then pointed his weapon at the students, sending high volume sound waves. This made the students clasp their hands over their ears as they all screamed in pain. It was a sweet music to the Frightful Four's ears.

"STOP IT!" Peter practically shouted at the three villains. This caused Mary Jane and Gwen to widen their eyes in horror to what Peter was doing.

"Peter, no!" Mary Jane said trying to hold him but recoiled a bit when Wizard floated over to them.

Wizard just scoffed at the sight of Peter. "Definitely not Spider-Man…"

Gwen and Peter nearly glared at the super-villain for making such an assumption.

(He'll feel stupid for saying that once Peter gets a chance to get into costume.)

"I'll crush the runt!" Thundra growled.

"Don't crush him," Wizard said before he smirked. "Make an example of him."

In an instant, sound waves were hitting Peter, causing him to clasp his hands to his ears as he screamed in pain. Everyone watched in horror as Peter was being tortured by Klaw. Gwen wanted to help but she was no match for the Frightful Four at the moment. She looked down at the Omnitrix and to her joy the faceplate switched from red to green and beeped confirming full recharge. She saw that the villains had their attention set on Peter, she slowly made her way to the halls.

Once she exited and believed she was in the clear she immediately activated the Omnitrix. The screen at the moment was showing XLR8 but that's not what she had in mind. She went through the icons until she landed on the one she wanted. Without hesitation, she tapped the faceplate, which moved up and revealed the core, and slammed down on the dial.

In a flash of emerald light, her body began an immediate change. Her size decreases to over five feet tall. Her armpits slit in two to form four. Her bones and muscles become stronger while still lightweight. Gwen's skull becomes more ape-like while a couple pair of octagon-shaped eyes takes shape. Blue fur covers her entire body while a long skinny tail grows from her spine. On her chest was the dial of the Omnitrix.

After the light died down, a blue arachnid/simian-like creature screeches before yelling out, "Spidermonkey!"

Spidermonkey looked at herself with a grin, "I may not be Spider-Man, but Spidermonkey is just as good!"

Without wasting time, Spidermonkey rushed back into the cafeteria only to see an amusing sight. The students in the cafeteria were in the middle of a food fight with the Frightful Four. Each of them was chunking today's lunch at the villains. The sight of it was hilarious but it then soon escalated down as Klaw was about to send a sound wave at a group of students. She was about to jump into action when she heard a voice call out.

"Dude!" the voice said. "Don't point that thing, it might go off!"

Klaw looked up at one of the columns to see none-other than Spider-Man. The spider hero fired a strand of webbing at the villain of sound, which attached itself to his weapon. With a minor tug, Spider-Man made it to where Klaw was pointing at his head as his weapon went off. The noise caused him to become disoriented as he wobbled face first into the column next to him. Spidermonkey snickered when the villain fell down.

"It stinks to be you today," Spider-Man mocked the villain. "Actually, it probably stinks to be you every day. Then again it could be me, I haven't washed this suit in a week."

Spidermonkey smiled but tensed as she saw Thundra about to pound one of the students. Without hesitation, she jumps into the air before making a descent on the super-powered villainess.

"Hey Little Miss Muffet," She called out, catching Thundra's attention. She was wide eyed at the sight of Spidermonkey as the simian-like alien kicked the villainess away into one of the cafeteria tables. Spidermonkey then held out her arms and caught the student before he hit the ground. "The Spidermonkey just kicked your tuffet." The alien hero made a simian-like laugh.

"Spider-Man," Wizard said as he observed the battle before accessing the communicator in his helmet. "Finally! Dr. Octavius, we found him and he has help, transmitting now."


In another location, a hunched over figure was watching the spectacle. A mechanical tentacle flexed in satisfaction at the sight of the data being collected. Soon the secrets of Spider-Man will be revealed to him.

He made a hearty laugh before answering, "Excellent." He then turned to another screen which showed an open-lined video communication with Norman Osborn. "The Wizard has Spider-Man engaged in combat. The team will give the detailed profile of his powers.

"Good," Norman said.

"However," Octavius continued. "One of those alien heroes showed up to his aid. It apparently has similar abilities to our target."

"Really," Norman said with an intrigued voice. "Have the team also observe our little alien friend. It too can be useful to our project."

"There is the small manner of witnesses," Octavius pointed out. "Shall I have the Frightful Four destroy Midtown High?"

"Midtown!?" Norman said with shock. "No, you fool! My son is there!"


Back at Midtown High, there was a major brawl taking place. Spider-Man and Spidermonkey both were taking on the three members on the Frightful Four. Thundra tried using one of the cafeteria tables to smash Spider-Man, who quickly dodged her strikes. Klaw tried to blast him with his sound waves, but Spider-Man jumped out of the way onto one of the columns.

Spidermonkey looked to see Wizard starting to raise various items from the cafeteria with his anti-gravity tech. She then saw Klaw about to send a sound wave at Spider-Man again. Before he could, her tail fired a line of webbing at Klaw, attaching to his weapon. With a tug she made him point it at Thundra, who was sent back by the wave into a lunchroom counter. She then hurled Klaw right at Wizard, who blocked it with the tables he was controlling. The simian-like alien then turned to the arachnid super-hero.

"Spidey!" she signaled.

He nodded and went into action. He jumped down from the column before making his way towards Wizard. The tech villain snarled as he motioned the tables to crush Spider-Man. The web-clad hero jumped before he began jumping from table to table to reach the villain.

"Looks like I'm off to see the Wizard!" He quipped as he continued to jump off objects to reach the villain.

He then shot out strings of webbing at one of the tables. He gave a mighty tug before hurling it at Wizard. The villain cried out in pain as he and the table was slammed into the wall. With a pained look, Wizard fell off the wall and onto the table that hit him. He was down for the count temporarily.

"Oh yeah!" Spider-Man cheered to himself before he felt a tap on his shoulder. He looked to see Spidermonkey pointing to the lunchroom counter.

"It's not over yet, Spidey." She pointed out. Boy was she right about that.

There behind the counter, Thundra lifted herself up. It was a bit comical considering she had food in her hair and on her face. Her face however was filled with anger as she stared at the two spider-powered heroes.

"You know," Spider-Man spoke up. "Cream corn is really a good color on you."

"Might I suggest also a side of mashed potatoes to liven up the look?" Spidermonkey then added along with a simian chatter.

Thundra cried out in anger and as a result she smashed the lunchroom counter to pieces. Spider-Man jumped into the air and sent two strings of webbing at the super strong villainess. However, she grabbed both strings and used her strength to slam Spider-Man to the ground. Spider-Man grunted in pain as he lay on the ground disoriented. Thundra made this her chance to rush the downed super-hero.

Spidermonkey was about to jump in when Thundra was nearly on Spider-Man. However, Thundra suddenly slipped on a plate of gelatin, which was slid in front of the villainess, and slid into a pile of broken tables knocking her out. The female alien then looked to see Mary Jane smiling as she was recording the event. Spidermonkey had a feeling that she was the cause of Thundra's tumble.

"Here's my first front page story," Mary Jane said to herself.

As she was recording, Klaw caught sight of her. He then used his sound weapon to blast the camera to pieces from Mary Jane's hand. She cried out in pain as she held her hand. Harry rushed right in front of Mary Jane to defend her.

"Hey," he shouted at Klaw. "Leave her alone!"

Klaw's eyes narrowed as he then blasted the young Osborn. Harry cried out in pain as he landed on his back and was knocked unconscious. Mary Jane gasped as her friend was hurt by the villain. Spidermonkey gasped as well to the turn of events. Spider-Man pushed himself up and saw the aftermath of what happened with widened eyes.

"Oh no, Harry!" he nearly shouted.

"This school is filled with would-be heroes," Klaw negatively commented.

(Oh that does it now!)

"Hey, Klaw," Spidermonkey shouted, catching the villain's attention. "Have a taste of your own medicine!"

With that said, she then slammed the dial on her chest causing her to be enveloped in a flash of green light. Her body drastically changed as her body's height shrunk by a foot. Her entire body was covered in a suit similar to Klaw, however, hers was all white with a few added features. On her back was a square appendage resembling an MP3 player with a port on it decorated with a 10 symbol and what looks like cassette tapes on her lower legs. She had circle-shaped indents on the back of her hands which were green. The dial of the Omnitrix was on her chest.

After the light died down, a small, white amplifier-like alien was standing before Klaw before shouting out in a high-pitched, feminine and robotic voice, "Echo Echo!"

While the students were in awe by the transformation, Klaw himself was shocked at what happened. However, that shock immediately went away while looking down at the little female alien. To him this would be a piece of cake.

"What are you going to do?" His asked in a joking manner. "Cuddle me to death?"

"No." Echo Echo simply replied. "I. Have. Something. Else. In. Mind."

She crossed her arms, to Klaw's confusion. In an instant, several copies of her formed a front line in front of the villain. This shocked the villains and impressed the students and Spider-Man. Echo Echo and her copies grinned, causing Klaw to slowly back away.

"Ready. Girls?" she asked her copies. The copies gave an affirmed nod to the original before shouting the attack. "Wall. Of. SOUND!"

From her and the copies mouths, a blast of ultrasonic sound waves fired at the villain made of sound. He was hit with full force by the attack, causing him to crash into lunchroom counter. The villain slumped as he was down at the moment. Echo Echo's copies then merged back with the original, who looked to Spider-Man giving him a thumbs up. Spider-Man replied with the same gesture.

Suddenly his Spidey Sense went off, which told him danger was behind him. He turned to see Thundra about to give him a left hook. On reaction, he gripped her left wrist in his right hand stopping the attack in its tracks.

"Let's dance!" He said in a mocking tone.

Using his webbing, he used it to wrap around her while spinning her like a top. The result caused Thundra to be wrapped in webbing, encasing her in a cocoon of webbing. The super strong villain tried to free herself but the webbing was strong. This caused the students to cheer at Spider-Man. Unfortunately for them they were immediately lifted into the air thanks to Wizard's anti-gravity amplifier disks. Spider-Man looked as Wizard grinned, using the students as a hostages.

"Floating hostages," Wizards said to himself. "Spider-Man won't dare attack."

Spider-Man grabbed and then lifted up a still struggling Thundra, looking like he was about to toss her at Wizard. Wizard immediately put his hands in front of him, causing the students to shield him. Spider-Man immediately saw this opportunity and went into action. He tossed aside Thundra, dove and slid under the students and villain until he was behind Wizard.

"Real smart, Wiz," Spider-Man mocked. "You left the backdoor open."

Without hesitation, he fired two strands of webbing at Wizard's back. The latched onto him as the villain looked behind in shock. Spider-Man then gave a major tug, causing the tech villain to scream as he crashed into a pile of chairs and tables. Wizard burst from the pile only to stare wide-eyed in front of him. There, five copies of Echo Echo were waving at the villain with a grin on their faces.

"Hi!" all of them said. They then began screaming out waves of sound at Wizard.

From that attack it caused Wizard crashed through the cafeteria doors to be knocked into the halls of the school. There, Wizard slid across the floor before slamming hard into one of the lockers at the end of the hall. The villain groaned as he was down for the count again. Spider-Man and Echo Echo entered the hall, where they looked at Wizard then at each other and high fived.

"Spider-Man and alien dude," a voice said causing the two heroes to look to the side.

There they saw Flash Thompson smiling at them, with his football jersey opened revealing a Spider-Man shirt. "Flash Thompson, I'm your biggest fan. Let me help, bros!" Spider-Man and Echo Echo looked at one another before the spider hero winked at the female alien.

"Definitely, bro," He said before opening a locker next to him and gestured to it. "Step in!"

Flash eagerly followed the order as he got into the locker before looking at Spider-Man. "Now what?"

"Wait for my signal," Spider-Man told the jock. "Jump out and we'll surround them. Remember, wait for my signal."

After saying that, he closed the locker. He inwardly felt good about doing that. He turned to see Echo Echo giving him a look, which was a raised brow, crossed arms and a frown.

"What?" He said in an innocent tone.

Suddenly, Spider-Man's Spidey Sense went off again. Without hesitation, he grabbed the female alien hero before jumping up to a ventilation grate in the ceiling. He opened it and both crawled in just as Thundra smashed through the doors to the cafeteria. She and Klaw rushed into the hall just as Wizard recovered and joined up with them.

"Where are they?" Thundra growled as she looked around for the two heroes. She wanted to grind them into dust.

Before they could look, the sound of police sirens were heard closing in. Someone must have called the authorities during the attack. They already had been roughed up from fight Spider-Man, there is no way they'll fight the police at their current condition.

"We're not being paid to fight cops, let's go!" Wizard told them. They both nodded before making a break for it before the cops arrived.


Later various police and paramedic vehicles were parked on the curb in front of the school. Inside the cafeteria, the students were gathered after what had taken place. Some students plus Mary Jane were gathered around Harry, who was still unconscious. Nancy looked like she was about to cry considering what happened to him.

"Harry," Mary Jane spoke as she held the young Osborn. "It's MJ, can you hear me?"

During that time, Peter and Gwen made it back inside the cafeteria. Peter saw Harry and immediately rushed to his friend. Gwen watched in sadness before following after the boy. She looked to see Nancy with them with tears in her eyes.

"This is all my fault," Peter said to himself in a lowered voice.

No one heard the boy speak those words, except for Gwen. She felt just as guilty seeing one of her new friends hurt like this. If she'd reacted quickly enough, then maybe Harry wouldn't have been hurt. Her attention shifted as the sight of Harry's father, Norman Osborn, walking towards the group.

He didn't say a word as he looked down at his son. His heart ached seeing his offspring in this state. He picked up his son bridal-style and began making his way out.

"Mr. Osborn," Peter spoke up catching the man's attention. "I'm sorry."

"Why apologize, Peter," Norman replied. "What could have you possibly done?"

Gwen looked at Peter, who had a down casted look. She noticed that the students were now vacating the cafeteria. They all were probably being allowed to go home early considering the craziness that happened today. She looked around for Nancy, but didn't see her anywhere. She must have gone home as well. Looking at the boy, she then went over to him and place a hand on his shoulder. He looked up at her with the same look.

"Can we talk somewhere in private?" she simply said.


Before long, both Gwen and Peter were on top of the roof of Midtown High. They wanted privacy and this was best place for privacy. Gwen looked at Peter, who leaning against a wall and had his focus on the city. She couldn't help but notice they were in a daze. She couldn't help but frown at the sight.

(He must feel like this is his worst day ever. Wouldn't blame him, considering what the Frightful Four did. I feel just as guilty about what happened. But now, I'm going to help him find the solution he needs to prevent something like this from happening again.)

Gwen then walked to the wall Peter was leaning on and leaned on it as well. She looked to see his focus still on the city. She sighed a bit before saying, "Quite a day, huh?"

"Yeah," he simply said.

"Peter," she continued. "It wasn't your fault."

"Yes it was," He retorted as he stood up. "It was me that Trapster placed a tracking device on. It was me who led the Frightful Four to the school, all because they were after Spider-Man."

"But it was also you who stopped them," she pointed out. "You made sure they didn't harm anyone else."

"Everyone except Harry," he replied. He felt a hand on his shoulder, looking at Gwen who had a saddened look.

"You weren't the only one fighting, either." She said. "I feel just as guilty."

"Gwen, you don't—" Peter spoke.

"Yes I do!" she immediately interrupted. "I have superpowers too! I could have stopped Klaw from harming Harry and I didn't react quickly enough." She looked down at the Omnitrix in shame. "I don't deserve these powers if I can't even help one of my friends."

"Don't say that!" Peter nearly shouted. "You and I both made a mistake. It happens sometimes. It's from these mistakes we learn to better ourselves. My Uncle Ben told me, 'With great power comes great responsibility'. With our powers, we make it our responsibility to help those who can't defend themselves. You deserve your powers just as much as I deserve mine."

Gwen gave a smile before hugging the boy, catching him off-guard. "Thank you, Peter. I really needed that."

The boy then returned the hug before saying, "Well I wasn't lying."

"Regardless," she said, breaking the hug. "There's still the subject of the matter we need to talk about."

Peter raised a brow. "Like?"

"I think we should take Fury's offer," Gwen stated. "He's willing to give us the training so that something like this doesn't happen again."

"I don't know," he said with an unsure tone.

"Look," she spoke up as she pulled out a piece of paper and written down something before giving it to him. "This is my cellphone number. If you're up to taking Fury's offer then call me first before you go. You're not alone in this."

He nodded before pocketing the number. "I'll tell you if I do consider it."

She nodded before remembering a promise she made before. "One more thing."

"Wha—" he said before he was cut off by Gwen.

Peter's eyes widened at the fact of what Gwen was doing to him right now. She was kissing him right on the lips. Peter's brain nearly short circuited to the girl's action. Luckily he didn't before Gwen ended the kiss. He blushed with wide eyes at Gwen, who too was blushing a bit. This left the boy speechless.

"In case you're wondering," She spoke before making her way off the roof. "That was thanks for saving my dad last week." She gave a wave to Peter before going the steps leading to the ground level.

Peter only stood there watching her go with a hand over his lips. A feeling inside him welled up, but he couldn't figure it out. The boy sighed in frustration. He'll worry about it later. He then made his way in the same direction Gwen went heading home.


At the Stacy house, Gwen was in her room. She was laying on her bed with her pillow over her face but not enough to smother her. Lots of thoughts were jumping in her head considering what she did and why. The main point of it was that she kissed Peter Parker, on the lips. She didn't know if she should be squealing like a school girl or groan in shame. The life of a teenager was filled with complications and crossroads.

(Oh my god! I can't believe I just did that! I know I promised myself I'd kiss Spider-Man for saving my dad, but it makes it worse because he's also Peter Parker. Not only that, I gave my first kiss to him. I guess being a hero makes you do drastic things.)

She lifted the pillow off of her face before sitting up. She then grabbed the remote for her television and turned it to the news. There was probably a story being covered on today's attack at the school. Heading the story was none other than J. Jonah Jameson and William Harangue.

"In a shocking betrayal of the justice system he claims to uphold," Jameson reported. "Spider-Man today led known super criminals on an attack on innocent school children. Believe me ladies and gentlemen, it gives this humble commentator less pleasure I imagine to say I told you so."

"Also," Harangue brought up. "Footage from the school shows also those alien creatures aiding the menace my colleague is reporting during that time. It also shows one of them transforming into another of the sighted 'heroes'. This goes to show that Spider-Man is not only a menace but a lunatic for allying with what appears to be an alien shape shifter. Who could forget a certain species of shape shifters known as the Skrull, who tried to invade the Earth if not for the might of the Avengers? The very individual, themself, could be amongst us right now."

"Which is why I say this, ladies and gentlemen," Jameson continued. "It is the opinion of Daily Bugle Communications that the police should warrant Spider-Man's arrest, along with his alien compatriot, and nothing less than deadly force to be employed in the pursuit of Spider-Man and this shifty extraterrestrial."

Gwen groaned as she turned off her television. How is it people like them became newscasters in the first place? Jameson she could understand, he was the head of Daily Bugle Communications. Harangue though, that was another story. That guy seemed a bit xenophobic in the head at the moment. Though, invading extraterrestrials were sometimes a common occurrence in New York. Who knew, right?

She sighed for a moment before lying back down on her bed. She stared at the Omnitrix, where the faceplate was its normal self, black in the middle of the hourglass. She wondered what it would have been like without the watch. She'd probably still go to school before making her way to college without any distractions. Boy that's going to be fun, while she had the watch.

She began to close her eyes before slipping off to the land of dreams. Her breathing was calm as she dreamed away. Time seemed to pass her by as she slept. However, the sound of a ringing phone woke her up immediately.

She sat up and looked at her clock, which several hours had past. She then looked outside to see it raining and thundering. A storm must have rolled in while she was asleep. Her phone kept ringing which she immediately grabbed. Pressing a button, she answered the phone.

"Hello?" she said before a yawn exited her mouth.

"Hey, Gwen," The voice of Peter was heard on the other end of the line. This made her perk up a bit.

"Peter!" She said with more energy now. "Good to hear from you."

"Yeah," he replied. "Hey listen, I called to tell you that I'm going to take Fury's offer. Want to meet up so we can head to the Helicarrier?"

Gwen's face brightened. "Sure! Just let me get 'changed' first."

Peter laughed at the pun Gwen gave. "Alright, I'll meet you near the tall radio tower." With that Peter hung up.

Gwen smiled before pocketing her phone. She then activated the Omnitrix, selected the alien she wanted and slammed down on the core. In a flash of green light, Gwen immediately changed into Big Chill.

"Big Chill," she said aloud, but not too loud for her parents to hear.

Big Chill then gave a mental command to turn on her intangibility. Immediately, her body became see through, fazing through the wall and flew outside. It was still raining as the droplets of water fell on her. She then turned to the direction of the city before flying in that direction to meet up with Spider-Man.


Around an hour or so, she arrived at her destination. There she saw Spider-Man waiting for her, waving to her. She immediately descended before landing in front of the arachnid hero. She then walked up to him.

"Sorry to keep you waiting," She said.

"It's fine," he replied. "I've been keeping 'cool' while waiting."

"The spider hero said to the moth who breathes ice," Big Chill quipped. This caused them to laugh at the joke. "So shall we head off?"

"Let's," he simply said before jumping up and web-swinging away. Big Chill giggled to herself before following after Spider-Man.

As Spider-Man swung by the buildings, Big Chill followed after with her flight. The heroes made their trek to the Helicarrier that was flying high above the tallest radio tower. Spider-Man landed on the building before making a beeline for the top. Big Chill gave her wings a strong flap before ascending after the wall-crawling hero. The two heroes looked like they were racing each other, but they weren't. They might think of doing a race later, though. Right now, all that mattered was reaching the Helicarrier.

Spider-Man reached the top of the radio tower. With a mighty jump, he reached the distance of the Helicarrier halfway before shooting his webbing at the airship. Unfortunately the webbing line cut of before it could reach the Helicarrier. Thinking fast, Spider-Man immediately equipped the S.H.I.E.L.D. Web-Shooter he was given before firing again at the Helicarrier. The length of the string had a farther reach than his regular web-shooters, which allowed it to finally stick to the hull of the airship. Spider-Man whooped a holler as he was pulled up onto the hull of the Helicarrier, before looking at his new web-shooter.

"Okay, not too clunky." He commented before Big Chill floated up near him.

"Why can't I have 'cool' tech like that?" she said with a groan.

"Don't worry," he replied. "I'm sure Fury has plans to give you something."

"Intruder alert! Intruder alert!" a monotone mechanical voice called out catching both heroes attention.

There before them, large laser turrets sprouted out of the side of the Helicarrier and pointed right at them. The turrets began firing at the heroes, who made wise to not be hit by the laser fire.

"Whoa!" Spider-Man nearly shouted as he dodged the lasers. "What is this? Blast Spider-Man and win a panda?"

"You're not their only target, you know!" Big Chill pointed out as she flew out of the way of the line of fire.

The turrets kept firing at the heroes. One of them was then webbed by Spider-Man, causing it to become ripped off its pole. As Spider-Man ran, he fired his web-shooters at the turrets, taking them out one-by-one. Before he knew it, he ran out of running space as he then began to fall off the Helicarrier with a scream. He was about to use his web-shooters to get him back on the Helicarrier, but he felt something grab him before ascending back up.

He looked to see Big Chill, carrying him back up to the airship with a smile. "Need a lift?"

"I would, thank you!" Spider-Man said thanking the female alien.

Big Chill and Spider-Man rose above the Helicarrier a bit before making their descent. Just as they landed, laser points were focused on them. There they saw more turrets pointing at them, each with laser point guiding. The lasers followed their movement, keeping them trapped. This was quite a pickle.

On the corner of their eyes, they looked to see Nick Fury, who was holding a controller of sorts. He pressed the button, which gave off a sound similar to a car's alarm being set. To say the least, that last bit was sort of comical. Without hesitation, Spider-Man removed his mask and revealing his true identity as Peter Parker, while Big Chill slammed the dial on her chest causing an emerald light to shine, and reverting her back to Gwen Stacey. Both teens saluted to the director of S.H.I.E.L.D.

"Your friendly neighborhood Ultimate Spider-Man reporting for duty, sir!" He nearly shouted in affirmation.

"Along with his partner, Ultimate Gwen 10, sir!" She added.

"Welcome to S.H.I.E.L.D. Spider-Man and Gwen 10," Fury said before walking away. "I hope you survive the experience."

This caused the two teens to go wide-eyed before looking at each other in fear.

(Uh… To be continued?)


That was quite the chapter! I hope you all enjoyed that. Also keep an eye out for any grammatical errors and such and notify in the reviews. No flames or flagging! Until next time!

Next Chapter: Great Responsibility