Ultimate Spider-Girl
[USM, Rule 63]
26 June, 2014

Chapter 2: Prologue II

X

My high spirits hadn't diminished by the time I arrived back at my house— of course, the fact that my route home had largely been over roof tops and across gaps most humans could never dream of jumping might have had something do with that. I let myself in, slipping off my backpack and heading for the kitchen to grab a snack.

"Well you look like you're in a good mood," a soft voice called out.

I turned to see my uncle reclined on the couch, smiling; I returned the gesture. "Hey, Uncle Ben! You're home early," I noted.

"Yeah," he admitted with a wince. "The day got cut short. You're home a little late, though."

"Me and MJ and Harry decided to hit the comic book store," I answered, a little distracted as I started rooting through the fridge.

"Mm," Uncle Ben offered. "Find anything good?"

"What, at the comic store or in the fridge?" I ducked my head out to flash a grin at him.

He tried to hide his amusement. "Don't let your aunt hear you talk like that," he teased.

"My lips are sealed," I promised. "But nah, I didn't buy anything." Why did everything in here have to be healthy? What kind of teenager subsisted on healthy food? I settled on some orange juice, and stood up to pour myself a glass. "Hey, mind if I go over to Harry's tonight?"

Uncle Ben considered it for a moment. "Well, I suppose it's not a school night… So long as you finish your homework first," he finally allowed.

"Yes, yes," I agreed, pretending to be exasperated as I made my way back to the table, juice in hand. "I'm going to knock it out now."

While I seated myself and pulled out my binder, I noticed my uncle coming over to stand behind me. I was mostly focused on digging out my math textbook so I could get my work done and over with. Because of that, it didn't really register when he reached past me and slipped a piece of paper out of the binder's pocket.

"Is this your history test, Pete?"

"Huh? Oh yeah," I answered, glancing at the piece of paper in his hands before going back to what I was doing.

I should have realized from the tone of his voice that there was more to it than that. "Peyton." That caught my attention… parents just have this way of saying your name where you instantly know you're in trouble, though I couldn't imagine why. When I looked back up at him, confused, he was holding up my test. There was a slight frown on his face. "Your test score," he prompted gently, tapping the top of the page.

"It's an 89," I remarked, a little incredulous.

"It's a B."

"Are you kidding me?" Now I was starting to get incensed. "You're mad over a B? B plus, I might add," I threw in, miffed.

"I'm not mad," Uncle Ben insisted, forehead creasing. "I just know you can do better. Like if you had bothered to study for it," he added pointedly, and I definitely did not feel a pang of guilt at that.

"What? Why should I cram?" I shot back. True, I hadn't studied for that exam at all, but I didn't exactly need to. "Look at how well I did!"

"What I see is that, if you had applied yourself just a little more, you could have aced it." The disapproving look on his face couldn't have been more obvious.

At this point, though, I was entirely on the defensive, arms crossed in front of me. "I can't believe this. Y'know some people get mad at their kids for failing," I pointed out sarcastically. "Other kids failed that test—"

"This isn't about what other kids can do," my uncle cut in sternly. "It's about you."

"So I'm supposed to be better than everyone else?" I snarked.

His frown just deepened. "You're supposed to take some responsibility."

I let out a frustrated sound. "Uncle Ben, it doesn't matter. I've still got an A in the class. Even if I didn't, it's still a passing grade!"

"It matters," he replied, "because you could have done your best, and you didn't."

"It's high school," I insisted. "It's not that important."

"You don't know that!" I was taken aback by my uncle's sudden vehemence. He wasn't shouting, but he didn't need to. "What about scholarships?" he pressed. "I know you want to go to college." We both fell silent, as a lot went unspoken in that sentence. He then shook his head, sighing. "Pete, we don't always know which opportunities are the important ones, until they've passed us by."

I was just fed up with getting lectured over what I saw as no big deal. "Ugh, Uncle Ben—"

"Fine. Fine," he finally conceded, seeming to deflate, although his disappointment in me was clear. "You're going to figure it out one day."

I looked away. I was not sulking.

"…I need to do my homework," I finally said, voice quiet. "Can I still go over to Harry's after that?"

There was a protracted silence, before he sighed again. "Yes, you can still go. After your homework's done."

And with that the conversation was over. Don't get me wrong, I loved my uncle, but right then, all I thought was that he was being a stuffy old person and deliberately trying to make my life more miserable than it already was. …He was an amazing man. I really didn't deserve him.

But, that wasn't what I was thinking then. All I really cared about was rushing through my homework so I could get out of there… Of course, I wasn't actually planning on going to Harry's, but he certainly didn't need to know that. And I wasn't going to be bothered worrying about some stupid test. I had something real to do.

By the time my homework was finished, I was rushing to grab my stuff, when Aunt May walked in the door.

"Hi Aunt May, bye Aunt May!" I called, kissing her on the cheek as I rushed past.

"Peyton! What was that all about?" I could hear her asking my uncle as I dashed out the front door. I was too excited to worry about that, though. I could deal with it when I got back later.

I was cutting it kind of close, but without too much extra effort, I was able to run and jump my way to where I needed to be. So, when the side doors of the arena opened up to admit the challengers, I was there, waiting in line.

I was prepared, too. See, I figured they might not want to let a teenager in, especially one as small as me. But, if they didn't know how old I was, no sweat! For that reason, I had dug out an old ski mask and the matching goggles. Finishing the look off was a long sleeved shirt and leggings— and the pointed looks and snickers from the women in line were all out of pure jealousy. …Okay, so it wasn't really the coolest I had ever looked; naturally, the ski mask was bright red, and the only long sleeved shirt I could find was blue. But, at least if I made a fool of myself, I had plausible deniability.

When it was my turn to get signed in, though, the woman with the clipboard gave me a dubious look. "You're underage," she immediately pointed out and it was probably a good thing she couldn't see my expression.

Instead, I smoothly replied, "You don't know that."

Her expression clearly asked, 'who do you think you're kidding?'.

"Hey," I insisted, a little incensed, "I could be anybody under the mask, right? …Come on, just let me have a shot," I pleaded.

She continued to eye me before shaking her head. "Your funeral. What do we call you?"

Ha, I had looked this up before coming, so the question didn't catch me off guard. All the different fighters had these fake names or personas they used in the matches, like the Crusher or Bone Saw or Bombastic. According to the flier, these would be cage matches, which was perfect for me, since I was suddenly an amazing climber. With all of that, it had been pretty easy for me to pick out a name, and I confidently answered, "The Spider."

She glanced up at me, then rolled her eyes. "Go on in, wait until you're called."

They had us waiting in a locker room; I was off to one side by myself, trying… well, not to look like an excited school girl. But oh man, this was totally going to rock!

Finally, a girl ducked her head in and pointed at me. "You. Goggles. You're up."

I leapt to my feet, all too eager, and she smirked. Didn't matter though— no one would be laughing at the end of the match.

As I followed her down the hall, she glanced back at me. "You know, you get hit in the face, those are gonna shatter right into your eyes."

"I just won't get hit then," I replied, brimming with confidence.

"Whatever," she conceded. "Wait until I tell you to go, then walk out and up the stairs into the cage. When they ring the bell, that's when you can start fighting." That last word was slightly slurred, as though she was trying not to laugh.

Bouncing up and down on the balls of my feet, I paid her no mind. I was so ready for this.

From within the arena, I could suddenly hear the announcer over the speakers: "Up next, ladies and gentleman— in this corner, our reigning champion, our queen of mean— Ella Fitz-Peril!" I clamped a hand over my mouth— between that and the mask, it almost muffled my snickers.

The assistant seemed just as amused, but for a different reason. "You're laughing now," she pointed out, her smirk returning. That curtailed my laughter, and I settled for glaring at her through my goggles.

"And in this corner—"

"That's your cue," the assistant said, shoving me through the curtain. I stumbled but managed to get my feet back under me, then paused, shocked by the crowd. I mean… it wasn't that big an arena, but still…

The announcer was continuing right on: "Another green challenger, daring to step into the cage! Is she afraid of failing as horribly as the last two, and that's why she's hiding her face? Who knows!"

"Hey," I muttered, before remembering I was supposed to be heading for the cage.

I dashed the last few steps, taking the stairs three at a time, just in time for the announcer to boom, "Ladies and gentlemen, I give you— Spider-Girl!"

"Wait— what?" I demanded, turning back towards the steps— only for the cage door to be closed in my face. "You couldn't even say Spider-Woman or something?" My complaints continued to fall on deaf ears.

"Hey, fresh meat! Eyes over here!" Already peeved, I turned to glance at the person in the opposite end of the cage and gave her a quick once over.

…I sincerely doubt that woman knew anything about jazz.

But then the lighting in the rest of the arena were going down, with only spotlights left on the cage. A bell clanged— and 'Ella' wasted no time, charging right for me, screaming like some kind of animal.

"Holy—" My eyes would have bugged out of my head if they could— and my brain felt like it'd been poked with a cattle prod. Like it was screaming right along with her: Danger, danger, DANGER! Funny enough, I'd kind of picked up on that already.

I spun, leaping to grab at the wire on the side of the cage— I had to do a hasty splits to keep her from smashing into my legs. Then I was distracted for a moment by the fact that, I had just done a splits! While hanging from a fence! How cool was— wait a sec, there that jolt in my head again—

"Uh-oh," was about all I had time to get out before the psycho beneath me grabbed one of my ankles and yanked. I desperately clutched at the fencing, and, to my amazement— the side of the cage bowed inwards.

"What?" 'Ella' demanded, baffled by the fact that she couldn't break my grip. I let out a breath, shortly followed by a laugh, then twisted to peer over my shoulder. Muscles-for-brains's look of confusion turned to rage, and she tried again to pull me off the wall. "Get down here!"

"Nah, I'm good," I shot back— I had her number this time. I aimed a kick with my free foot, and it caught her squarely in the chin. She immediately released my leg and staggered back, clutching her face. The crowd was going nuts; I paused to give them a little wave, before I clambered my way up the rest of the wall, pausing at the top.

I knew I could stick to walls… could I hang from the ceiling? Of course, this wasn't really a ceiling so much as more wire— and, I had to admit, people might start to flip out if they saw me dangling from the top of the cage with seemingly no support. But…

I had to try it. I loosened my grip on the wire of the wall, wiggling my fingers. Now or never. At least if I missed, I could… probably… land on my feet.

I kicked away from the wall, twisting over, and it was like I knew exactly when to reach out, how far to stretch—

The fingers of my left hand clamped onto the wire of the ceiling, which sagged under my weight as I swung back and forth, dangling. People in the crowd were gasping, but that was quickly replaced by shouting and stomping. You think that was good? I asked mentally. Get a load of this!

Carefully, I reached up and snagged the wire with my other hand. Then, I curled the rest of my body up, tucking my legs, slowly rotating until my feet rested against the ceiling.

I was literally hanging upside down from the top of the cage. If the crowd had been wild before, it absolutely exploded at that. Now, to be fair, my feet were also sticking to the wire at this point, but they didn't know that. To the audience, it looked like I was holding myself up by sheer arm strength. Which I totally could have done, by the way.

Meanwhile, 'Ella' was standing underneath of me, doing a very accurate impression of a pitbull trying to get at a toy that's being held just out of reach. She was also shouting some things that I probably shouldn't repeat.

"You scrawny little twit," she spat. "You think you can hide up there forever?"

"Well you could always come up here and get me," I offered helpfully. Her dog impression was made that much better when she started howling with anger. She then took a running leap that I didn't bother to flinch away from— no cattle prod in the back of my head, so no need to worry. "Ohh! So close. You were so close. Come on, don't give up, I'm right here!"

Maybe I shouldn't have been taunting the extremely muscled, extremely mad fighter below, but I was just having too much fun.

"I'll tell you what, I'll come down there," I finally conceded, and her face lit up, triumphant.

"Yeah, that's right, you'd better get down here!" 'Ella' gestured towards the floor.

"No, no, I will," I insisted. "But, I gotta ask— you sure you want me to come down?"

"Come on, you little chicken! Get down here and fight me!"

Okay, to be honest, she didn't use the word 'chicken'. So I wasn't feeling too charitable towards her in the first place. Also, the crowd, while impressed with my appropriately spider-like antics, were starting to get restless, and were chanting, 'Fight, fight, fight'. Who was I to deny the people what they wanted? "All right," I returned in a sing song voice, "if that's what you really want…"

She was standing directly beneath me. Oh, I could not have planned this any more perfectly.

Without any further warning, I shoved off from the ceiling— I shouldn't have been able to do it. The reaction speed to pull off this kind of stunt was something no human had… except, apparently, for me. At exactly the right moment, my arms snapped out and grabbed her shoulders. I twisted, flipping myself around and shoving her off balance— and of course, 'Ella' just stood there through all of this, staring at me stupidly.

We both slammed to the ground— her face down, me crouched on her back— and there was a distinct thud from her head smacking into the floor.

The whole room fell silent. What I had just pulled off started to sink in, as I rose out of my crouch and stepped back to the floor. I'd just taken down a woman twice my size… with a feat that could only be called super-human. I had knocked her completely unconscious with one move.

I was shuffled to the side as some medics jumped in, kneeling to check on the woman I had knocked out. They rolled her over— her nose was completely bloody, but she was starting to blink herself awake. "What… the hell…" she was moaning.

Suddenly someone grabbed my hand and yanked it over my head. I was startled until I realized it was the announcer, yelling into his microphone. "Ladies and gentlemen! Our challenger is victorious! Give it up for Spider-Girl!"

The room suddenly erupted into so much noise, I just about leapt back onto the ceiling. It was absolutely deafening— the shouts and screams and whistles and clapping— Oh my God. I… I won! I had never won anything like this in my life! I had never had people cheer for me like that! I pumped my free arm in the air, and the cheering intensified.

The announcer dropped his mic and my arm, leaning over to shout in my ear, "Y'did good, kid!" He then slapped me on the shoulder and pointed me back towards the door I had entered from.

I was so giddy I could have skipped. I mean, of course, I didn't. No, I was feeling much too cool for that. But I was ushered out of the arena by some more assistants, and up to a guy dressed in a suit with over-gelled hair. His face lit up when he saw me.

"Spider-Girl! Congratulations," he offered, reaching out to grab my hand and shake it while I offered my numb thanks. The man turned, gesturing for me to walk with him while he continued to talk, going a mile a minute. "Very pleased to meet you, little missy; I'm the arena's organizer. Quite a show you put on out there— very nice, very nice," he chuckled. "And what an underdog story! Let me tell you, the house made a pretty penny off of that fight."

It took me a second to realize, he meant that people had been betting against me, but I quickly put that out of my mind, and jogged the few steps to catch up. "My pleasure," I finally replied, excitement ready to bubble over. "So, I get the thousand dollars, right?"

"Absolutely!" Yes! "All you have to do is sign an exclusive management contract with me, and it's all yours." I halted where I was, as he kept going. "And let me tell you, I am loving the idea of getting some new talent in here—"

"Whoa whoa whoa— contract?" I asked, confused. The guy paused to turn and look at me. "Nobody said anything about a contract. I'm not signing anything!" Not to mention, legally, I couldn't sign anything, and Aunt May and Uncle Ben would never agree to something like this.

The guy pressed his lips together into a thin line. Then shrugged. "Well then, you're out of luck."

"But that wasn't—"

"Your problem, kid," he cut me off. "Not mine. Deal with it." With a derisive snort, he turned and walked off, leaving me standing there.

A few minutes later found me sulking in the locker room, mask off, goggles around my neck. Why did this keep happening to me? Why was it that every time I had something nice just within my reach, it got yanked away? I mean, what good were these stupid powers anyways, if I couldn't make something of them? I hung my head, raking my fingers through my hair.

A guy suddenly ducked his head into the room, and I started. "Hey! Ladies room," I protested, despite the fact that I was the only one in there and fully dressed.

"If you're not one of the fighters," he said, completely ignoring my reaction, "you don't belong back here. You need to clear out."

"Oh come on," I groaned, but I got no sympathy. I let out a weary sigh.

"Now—"

"All right already!" I griped, giving him a sour look. "Can I at least change?" I mean, I was still wearing my wonderful ski/gymnast ensemble.

He narrowed his eyes, but after a moment, conceded, "Five minutes." The door shut and I was alone again. I sighed one more time, before reaching for my backpack.

At that exact moment my phone decided to start ringing, and I just about leapt out of my skin. After taking a second to convince my heart to stop trying to escape my chest, I dug through my backpack to fish it out and check the number. It was… Uncle Ben? Oh boy. Hopefully he wouldn't be able to hear any of the background noise. I thumbed the answer button. "Hey, Uncle Ben, what's up?" If he said anything, I'd just say—

"I just got off the phone with Harry."

The blood drained from my face. No… no, no, no…

His voice was low and tight and I could tell he was mad, but he was keeping his tone carefully neutral. "I didn't want to upset your aunt, so I haven't said anything yet."

"Uncle Ben, I can—"

"Not. A word." I fell silent, but my heart was pounding so loudly again I was surprised he couldn't hear it through the phone. "I've told May I'm driving over to pick you up. Just tell me where I'm going."

The line fell silent for a couple of seconds before I quietly gave him the cross streets. "…I'm waiting inside," I finished in a whisper.

"I'll be there in ten minutes," was all the reply I got. "And we're going to have a very long talk about responsibility."

There was the slight click that signaled the line going dead, but I just stood there with the phone held up to my face. It was like my mind suddenly refused to work. All it could process was a single thought:

…I am so dead.

When I finally managed to get my brain to start functioning again, I mechanically went through the motions of changing back into my regular clothes, stuffing my other ones in the bag, hefting the bag to my shoulder.

To say I was dragging my feet was an understatement. I was absolutely dreading the inevitable confrontation I was about to have with my uncle. As long as I was still in here, though, that was in the future, not something I had to face now. So I slowly made my way back to the lobby, checking out the posters hanging up there. I could still hear the announcer and the crowd cheering through the walls. I sighed again, bowing my head forward to rest on the glass of one of the pictures. "Oh man," I muttered. "I am gonna be grounded for life."

I flinched when my phone started going off again— I didn't need to check to know it was Uncle Ben, but I did anyways, just on the slim chance… But no such luck. I started to answer, wincing, but then I hesitated. After a moment, I silenced the ringer. A few seconds later, I got the beep of a missed call.

I knew it was him, calling to say he was there. I just didn't know how I was gonna face him. Even if it was only another couple of minutes, I was putting it off as long as possible. So, instead, I quickly texted 'coming' so he wouldn't think I was ignoring him.

Taking a deep breath, I tried to steel myself. When that didn't work, I briefly considered running away and joining the circus.

Nothing left to do… I reached for the door, reminding myself, I had to face Uncle Ben eventually… I just really wished that eventually wasn't right now.

I was caught off guard yet again when my phone emitted a second beep, and I pulled it back out to check. "A voicemail?" I wondered out loud. He had left me a message? I paled again. "Oh that can't be good…" Maybe he did think I was ignoring him, and he was even more mad and—

"Hey! Hey!"

Startled at the sudden yelling coming from further back in the building, I glanced up to see a guy barreling towards me clutching some kind of bag. Someone was shouting from the hall, "Stop him!"

I jumped back, staying out of the way as the guy made a bee line for the front door. He turned to look at me, and offered a gruff, "Thanks kid." With that, he was out the door and gone.

Still taken aback, like a deer in headlights, I just watched him go. Then the organizer and one of his assistants made it up to the front.

All of a sudden, my new instincts were going crazy, making my brain jump when the assistant practically tackled me. "Hey, let go of me! What's your problem?" I demanded as he yanked my backpack from my shoulder— "Give that back!"

He pulled it open, only to let out a ragged breath. "Nothing."

I snatched it from him, clutching it to my chest. My voice was incensed and broke high; "I wasn't working with that guy!"

"Then why didn't you stop him?" the organizer demanded, almost desperate.

"What— me?" Now I sounded incredulous.

"You did well enough in the arena!" he countered.

I blinked, then pulled back to regard him coolly. "Yeah," I agreed after a moment. "I did."

It took a second, but I could see it finally click in his brain; he narrowed his eyes, starting to sneer. I was already turning away, though, pushing through the door. I'd wasted enough time in here— the assistant suddenly grabbed my arm, and I was this close to elbowing him in the gut, just to get these creeps to back off. "Look," he cut off my angry protest, "just tell us which way he went!"

Yanking my arm free, I gave them a belligerent look. The organizer looked like he was about ready to try and hit me; I shot him an angry glare before letting out an exasperated, disgusted sound. "He went that way." I gestured in the direction the man had run before letting my arm flop to the side. "Are we done here?"

They weren't paying attention to me anymore, though— they were having a hushed conversation between themselves. "Mark, we need to call the cops," the assistant was saying, "the guy's gonna be long gone by now."

Yeah, and he's not the only one, I thought to myself. I needed to get moving before Uncle Ben really had a conniption fit. Slipping away from them and out the door, I ignored the dirty look the organizer was throwing at me, and began my slow trudge down the block.

Admittedly, I was dragging my feet again. I know, I shouldn't have. Uncle Ben was only going to get madder the longer I took— even though it was those guys' fault for holding me up!

As I drew closer to the corner, my brow started to furrow in confusion. Where was Uncle Ben's car? I knew I told him the right cross streets— didn't I?

That was when I realized there was a person lying on the sidewalk and my blood turned to ice. Oh no— no—

"Uncle Ben!"

Everything just… turned into a frantic blur at that point. I think, I was screaming for someone to call an ambulance. I remember my hands on his stomach— my arms shaking so bad I could barely keep them in place— just trying to stop the bleeding but it wouldn't, it— it wouldn't stop…

A couple hours later… I was lying in the dark in my bedroom, staring numbly at the ceiling.

It was well past one in the morning. Neither of us had felt like sleeping, but Aunt May had finally cried herself out on the couch. I'd tried to fall asleep too, but how could I? All I could think about was that my uncle was gone, because of some lowlife with a gun.

When the cops had brought Aunt May, she'd been hysterical, clinging to me, saying that she was just glad that I hadn't gotten hurt. I was barely able to choke out, "I— I wasn't… in the car, Aunt May, I—" I wasn't able to finish, my face screwing up as fresh tears spilled over. "I should have been—"

"No," my aunt cut me off. "No, I'm glad you weren't. You could have been killed too," she whispered. Those words had Aunt May crying again, though, and she held me that much tighter.

But I could have done something. I could have stopped them. ...But I couldn't tell her that.

So I was left lying awake and alone in my room. I started fiddling with my phone, before I suddenly remember the missed call of earlier— and the voice message. I sat up on my bed, reeling like I'd been struck. It took several minutes of me sitting there, shaking once again, before I was finally able to bring myself to play it.

'Pete, it's Uncle Ben—' it started out, and his voice was clearly annoyed. 'I'm waiting for you. You better get your butt out here.' I closed my eyes. If I hadn't been dragging my feet… On the recording, my uncle let out an explosive sigh… then a weary breath.

'…Peyton, I… I know you're probably terrified of talking to me right now,' he admitted. 'And I'm still mad— you are definitely in trouble, young lady,' he added, a warning note in his voice; I let out a choked laugh, on the verge of hysterics. 'But… I hope you know why I'm upset.

'Petey… you are such an amazing kid. Sometimes, you're so smart it's scary, to an old fogey like me.' Another pained laugh bubbled up from my throat, this one accompanied by tears. 'And we want to give you freedom, to be your own person, to do your own things. But there's something you've got to remember: with great power, there must also come great responsibility.' His voice grew quieter. 'You are capable of so much, Pete… And, we want you to live up to that. You owe it to yourself to live up to that.'

By this time, tears were flowing freely down my face, and he let out a much quieter sigh.

'…All right, we'll be talking about all of this soon enough, I suppose. So come outside, and we'll head home, okay? …And remember, I love you Petey.' There was that soft click, and the room went silent.

At that, my face screwed up, unable to keep myself from breaking down. When I tried to breathe, it came in gasping sobs that wracked my whole body. It took several minutes before I could force my breathing back under some kind of control, and by that time, the rest of me was trembling too.

Power… well guess what? I had powers! What good were those powers, if I never got a chance to use them? With a choked scream I tore the sheets and blankets from my bed, flinging them across the room, then buried my face in my hands. I could have made a difference. I could have saved Uncle Ben!

…What I couldn't do, was just lay there.

Agitated, I rolled out of bed, searching for my backpack. All of my grief was boiling up into something vicious, something dangerous. I found exactly what I was looking for— the mask and goggles. I hesitated for a moment, turning them over in my hands.

It felt like it had been weeks, not hours.

Then I shook my head, shoving my way out of my room. I walked just far enough down the stairs to take a glimpse at my aunt— still sleeping on the couch. I crept back up to my room and slipped the window open. I pulled the goggles over my eyes and yanked the mask on over that, then wasted no time in getting up to rooftop level.

The officers had said they had the guy holed up in an old warehouse. Waiting him out, they'd said.

I wasn't waiting. I was gonna find this guy. I was gonna make him pay.

Oh… I found him all right.

In an old warehouse, just like they had told us. All the police cars with their lights flashing out front. When the guy realized there was someone in there with him, he was terrified; he started taking shots at me, which I found out, I could dodge just as easily as a punch.

The first thing I took was the gun, crushing the barrel in my hand. The next thing I planned on taking— well…

I flung him half way across the room. Before he could scramble to his feet, I was already on top of him, delivering one punch, then another, and another— then seized him by the throat. I stood, yanking him up with me. I drug the monster over to a window that had been broken, and shoved him through. I just held him there, dangling, three stories up. And I let him get a nice view of the drop, too.

His expression grew frantic, and he clutched at my arm. But, that wasn't what I was paying attention to. You see, now that we were at the window, everything was clearly illuminated by the lights outside. So I got a good, long look at his face while he was busy panicking.

And fury turned to cold horror.

It was the robber… the guy from the arena. The guy I let go. Oh God… why didn't I realize—

…This was all my fault.

Now… fast forward one year.

Instead of competing in cage matches for cash, you could regularly find me beating down thugs and costumed villains alike, all in a suit of my own, which— if you ask me— is puh-retty snazzy. Heh, designed and sewed it myself. Much better than what I had worn to that stupid fight, and way cooler than any cheerleader's uniform.

Unless you're asking Jameson of course. I believe his exact words were, "She puts the red, white and blue to shame!" Yeah. The guy has serious issues.

That wasn't going to stop me, though.

Uncle Ben kept trying to get me to understand— it's not about doing better than everyone else, it's about doing your best. And he was right, I did figure it out for myself. Only I figured it out too late. Never again, though.

I kept telling myself, if I had just been there, I could have saved him. I owed it to him to track this creep down and stop him before he hurt anybody else. Then I saw his face. And I realized, I was there. I could have stopped it, just by doing the right thing.

As much as I hated him… as much as I wanted to hurt him… I hated myself too.

I almost did something terrible that night. But, then it sank in: I couldn't change what happened. I could let this monster fall to his death— make sure he never hurt anybody, ever again— but that wouldn't change things. And it wasn't what my uncle would have wanted.

I… couldn't save Uncle Ben. That opportunity slipped away before I'd even known it was there. But, I could do something. Save other people, choose to do what was right— and live up to what I was capable of.

As it turned out… I was capable of a whole lot. Especially now.

So, the guy ended up in prison instead of as a smear on the pavement— and I became your friendly, neighborhood Spider-Girl!

What can I say? The name grew on me.

Some things have changed over the last year. I've had to start wearing my hair shorter, for one, so it fits under my mask. I kind of miss my ponytail, but it only took one time of getting it caught in a web line… I'm sure you can visualize the outcome of that. But on that note— I've got web shooters now! Completely home made, and that includes the formula for the web fluid. Who ever said chemistry wasn't fun?

Now, it also means I have a whole lot less time on my hands, for home, for friends, and for school. But, this time around, I was making sure I was giving it as much effort as I could… which, honestly, wasn't as much as it should be a lot of the time. Luckily, tests were still pretty easy for me. Usually. The sciencey ones, at least. The thing is, when you spend your afternoons fighting super villains, a pop quiz really does not put that much pressure on you.

Of course, some things haven't changed at all, including my love of bad jokes and sarcasm. And I'll never get tired of swinging and flipping my way through the New York skyline, much like I was doing when we last left off. I was back in my element, and there was nothing that could compare.

I paused on top of a (thankfully, Jameson-free) bill board to check my phone for the time. Yeah, yeah, I know, I should have just worn a watch. The problem with that is it gets in the way of my web shooter. I'd had the idea to mount a watch on the web shooter itself, but until I got the time to myself to actually sit down and tinker with it— hah, you can guess how often that happens— I was stuck pulling out my cell.

Hm. Starting to cut it a little close. I probably needed to be heading for school—

The sound of screeching tires immediately tore my attention away from the time.

—Or maybe I needed to worry about stopping that skidding cop car first!

I dashed along the roof tops, but even as fast as I was, I could see I wasn't going to make it in time. The car had skidded around the corner and was already up on two tires— and it was going to smash straight into a shop. Leaping into the air to give myself the correct angle, I fired a burst of webbing at the store's front window.

The car still plowed into the building, destroying the storefront— but the web held. And the damage wasn't nearly as bad as it would have been. Instead of barreling right through the shop, the car stopped just past the threshold, and the web kept glass from flying everywhere.

Still, I was eyeing the wreck anxiously as I swung over. By the time I was clinging to the side of the damaged building, though, the cop who had been driving was crawling up and out of the passenger side window. I breathed a small sigh of relief.

The policeman must have noticed me overhead and gave a wave of gratitude. "I'm starting to think that Jameson is wrong about you, Spidey!" he called up.

"Glad to hear it, officer!" I responded. "Spread the word!"

Shooting a web at the building on the corner, I slung myself in the direction the car had come from, then jumped down to ground level. I wanted to make sure that no one else had gotten hurt by the out of control—

"Thought that would get your attention," a gravelly voice chuckled.

Spinning, I saw someone emerging from the back of a truck— a truck that, now that I took a good look at it, seemed to have been carrying something valuable. I didn't have too much time to figure out what, because I was a little more preoccupied with who I was suddenly facing down— the Trapster.

"Hey, it's my favorite glue stick!" I held both my arms out like I was greeting an old buddy. Inside, though, I was groaning.

Take note, true believers! Despite the cheerful greeting I was not happy to see this clown. He's a super villain whose 'theme' is… you'll never guess this one… glue. In fact, his main method of attack: a glue gun. And, yes, it's about as ridiculous as it sounds.

And yet, despite that, he always managed to get the best of me! All three times I had tangoed with the Trapster, it went south— and I ended up glued to something embarrassing.

Also, it might be good to note, this was not my usual fare. Don't get me wrong, I'd tangled with some super powered baddies, taken down a villain or six. Mostly though, I was more of a 'street crime' kind of spider. I mean, the takedown in the warehouse that morning? Pretty typical for me. Arts and crafts themed evildoers, not so much.

But lately, it seemed like the more superheroes that showed up, the more super villains there were to get in our way. Not that I'd call this guy super anything. Super annoying, maybe.

I wasn't going to let on any of that to him, though. Instead, I kept speaking, slowly sidestepping to try to get into a better position. "We have got to stop meeting like this, Trapster— people are starting to talk!"

He just grinned, and aimed his glue gun at me. I tensed up, and tried to assured myself, fourth time's gotta be the charm. All right Spidey, let's see if you've learned from your mistakes!

Although, as he finally took the first shot and I leapt out of the way, I reflected that the main thing I learned was— I ducked a second shot— don't get hit by the goop!

That glue gun wasn't very good up close, so I pressed forward; Trapster tried to pull back but I definitely had him beat in the 'speed' category. I feinted low then hit high, punching Trapster straight in the face. The blow flung him into a parked car, triggering its alarm.

To Trapster's credit, he surged right back up, with a maniacal grin on his ugly mug and several objects in his hands that I recognized as glue grenades. And don't ask how I recognized them.

He flung a whole handful straight at me; I backflipped the first few, then web-slinged up to the side of a building. "Why don't you stick around?" he taunted, stalking back out to the middle of the road.

"No thanks," I shot back, firing a few web shots at him and forcing him to duck behind the truck. "I've got the sticking thing covered. Also," I went on, bouncing out of the way as he leapt out from behind his cover, glue gun a'blazing— "Maybe work on some new material? If this is going to be a recurring thing," I pointed out, a stream of liquid adhesive following after me, "I think we ought to keep things fresh!"

I started web-slinging in one direction, then fired another web the opposite way to yank myself back, successfully throwing off Trapster's aim. I then swung myself to the back of the truck, and kicked the door the villain was hiding behind. My reward was a loud clunk, the more muted thump of someone falling to the ground and some muffled cursing followed by silence.

Leaping to the top of the truck, I peered over to check on the Trapster. Maybe I had actually gotten lucky?

Or, I reflected, upon seeing his crazy smile beaming up at me— maybe he was just pretending to be down for the count. My spider sense went off, and I tried to sling myself out of the way as he hurled yet another glue grenade at me— only this time, I wasn't fast enough.

"Nngh!" Grunting isn't exactly the most lady-like sound, I know, but it's hard to avoid when you've just been flung into a wall. As I tried to push away from the building, though, I found that I couldn't, and looked myself over.

Oh, great job, genius… there was one thing you were supposed to do! Ugh, I was covered in glue. Luckily, not completely covered— I still had one arm loose— but enough that it was going to be a freaking pain to wash out. As I struggled to free myself, however, I realized that Trapster was advancing on me, beginning to sight the gun— on my head.

I will admit, there was a slight moment of panicked tugging. When that proved fruitless, I finally, in one last desperate bid, fired a web shot straight for the barrel of his gun, right before he squeezed the trigger.

To both our surprises, the webbing held, and the gun began to clog. Trapster frowned, pulling the trigger a few more times. The storage pack on his back was starting to gurgle, though, and his own blind panic was quickly replaced with an almost pitiful look of resignation— right before the line connecting the gun and pack exploded.

I flinched away, before taking a moment to survey the messy outcome. The goop was everywhere… but mostly, it was on Trapster, who had managed to trap himself in his own little cocoon of glue. Hah, maybe if he was lucky he'd come out as a beautiful butterfly. At any rate, I didn't have to worry about him getting loose any time soon.

"Wow," I commented after a moment. "That worked. …Wish I had figured that out three fights ago," I grumbled as I strained once again to get my left arm free of the wall.

Once I had the use of both arms, I had a little more leverage to work on prying the rest of me off, preferably without tearing bricks off of the building. And, yes, that has happened before. I had just managed to free my back and my hip, when— "Whoa!"

There was a thud and I grunted again. I had managed to miss that my foot was still stuck, and had flopped forward, banging my head into the wall.

I just hung upside down for a moment, letting out an aggravated sigh. Then I readjusted my position and grip to push myself free again. This time, I managed to just fall in a heap on the ground instead of smashing my face into it. I let out an exasperated puff of air as I picked myself up.

Trapster was still stuck in his glue pile; he wasn't able to speak at the moment, but the unimpressed stare he was leveling at me said plenty.

"Oh, what?" I demanded. "Don't give me that look," I sniped, brushing myself off. "Nobody said spiders were graceful."

That was when I noticed Trapster's eyes trying to bug out of his head, and he started squirming as far as his little glue prison would let him. I frowned.

"Interesting," I noted in my best scientist-making-observations voice. "Villain's eyes widening in terror, but Spidey sense not tingling…" What would…

Whoa.

Moving in overhead was the SHIELD Helicarrier, and it was coming in low. SHIELD, if you didn't already know, stands for Strategic Homeland Intervention, Enforcement and Logistics Division. …You can see why they shortened it. From what I knew about them, they dealt with all kinds of threats, but… they couldn't be here for Trapster? I mean, that seemed a little low on the totem pole for an organization that regularly dealt with threats against the entire—

"Spider-Girl."

"Hwah!" Yet again, my spider sense had given me absolutely no warning. So, naturally, I completely wigged out and spun to find myself face to face with none other than: "Nick Fury?"

There was certainly no mistaking the man standing in front of me, not with the trench coat and eye patch. And Fury wasn't just some part of SHIELD— he was the Director of the entire organization. And yes, that is with a capital D.

Right now, his attention was entirely on me. Me. Oh man…

"Kid?" That one word was enough to jolt me back to reality, and focusing on him. Fury crossed his arms, eyeing me. He did not look happy.

"…We need to talk."

X

A/N: So! Fifteen thousand words in, and we've covered... the first three minutes of the first episode. :) Thanks to those who reviewed, favorited or followed! Next chapter will be out sometime next week. I'm going to see what kind of writing rhythm I can get into before I promise any kind of schedule, but we'll see how it goes.

A quick note: I like to check out some of the stories of the people who do any of the aforementioned things, and in doing so, I realized that a line from my last chapter (specifically, Jameson on the screen and Spidey's reaction to it) was almost identical to a scene in ThatOneGirl32's story, 'Spider-Man: Ultimate Avenger'. It was unintentional on my part, but, credit where credit's due! She did it first. You should go check her story out!

Now some notes on this story. I hope this chapter came out well, as it took a decided shift away from the wittiness of the first one and delved more into the tragic part of Spidey's story. (This is also why I rated the story T right off the bat.) As you can see, unlike the show, I've gone ahead and specifically shown how Uncle Ben died in this universe, taking inspiration from various other versions of Spider-Man.

On that topic, I'll go ahead and mention now— I will make references to other versions of Spider-Man... and occasionally crib jokes from them. To be fair— would you prefer I use all of the jokes from Ultimate Spider-Man? They've had some hits... they've had a lot of misses, too. (And for those wondering about the 'jazz' joke— Ella Fitzgerald was a very prominent jazz singer.)

So, thank you again for reading! See you next time.
::DemonicK