"Now I've heard of a goodnight kiss. But a good night hug to death with your hands?"A figure dressed in red and blue with black webs stepped out from the shadows, arms crossed. Bane growled, hurled Batgirl at the wall and lunged at Spider-Man. Spider-Man leaps In the air and knocks out bane. Just like that.

"And Spidey wins the WWE!" He cheered. Spider-Man gasped, remembering the Girl. After a short time he set her down on a roof, waiting to see if she stirs. The wall crawler can't help but stare at her curved hips and legs. It takes all his willpower not to touch them.

Batgirl's eyes flutter open and she looked at her savior. She groans, stands up and asks,

"How?"

"…I beg your pardon, miss?

"How did you take Bane out so quickly?"

"Oh, you mean the WWE guy? I've handled guys bigger than ol' Rey Mysterio... are you feeling okay?"

Batgirl notices that he looked like he was her age and had a muscular body. She was wondering why she was thinking that in the first place, but realized the man was talking to her.

"Hmm? Oh, um, yeah I'm fine." She then playfully smiled. "D'oh! Where are my manners? My name is Batgirl." She held out her hand.

"Spider-Man." He reached out too, but the girl retracted. She jumped into a fighting stance with fierce eyes locked on him. Spider -Man's senses blared.

"Woah,woah woah what's the big deal?"

"You're a criminal! I've read about you in the Daily bugle. You helped villains destroy property and Rob banks!"

"Wait! You have to hear me out!" Spider-Man didn't know how extensive her Damage was. She could pass out again.

Her Side was in pain, but she still kept her stance." How will I know you're not lying?"

Spidey shrugged his shoulders. " I DUNNO! I thought girls could detect a lie!"

Batgirl thought about it. She had been trained by J'onn to dectect a lie before. Maybe she could try again...

So, the two sat down on the ledge, with their legs dangling over. Batgirl placed her hand on Spider-Man's head and closed her eyes.

"Tell me your origin."

He glared at the attractive girl."Okay, but I'm not telling you my name! Or taking off my mask."

"... let's say there was a boy, and when he was little, his Parents died in a plane crash and he grew up with his Aunt and uncle. As he grew, He tried to please them in any way I could because he thought his Parents had abandoned him because of his behavior. He saw them as Parental Figures and they nurtured him. At high school things were Different. He had only 2 friends and hundreds of Bullies. They picked on him, pushed him around and broke his glasses. He had a high IQ and everyone thought he was a geek. His strength was less than Average and he was slightly afraid of heights. one day, when he went on a field trip to a factory called Oscorp, he met and Befriended a man named Dr. Conners. The man dedicated his life to finding a way to help people with missing limbs, like him regrow their arms like lizards. While the boy was there a Radioactive spider must've gotten loose. Because it bit him. He went home feeling sick and took a nap. When he woke up he found that he was stronger, and quicker. When he was walking home from school a car nearly hit him and he jumped onto a wall. He also found out that he could leap large learned about a wrestling match that could get me some good cash. It was also the day He forgot to get his aunt from the subway..."

«··Flashback··»

"Peter, I've been texting reminders to you all day! How could you not remember to get your aunt! She could of been mugged on the way home!

"My phone was DEAD. I forgot all about it!"

"Peter, I gave you the car! I gave you a privilege! I gave you power! But with great power comes great responsibility. Remember that."

"Yeah, yeah. Look, I don't have time for your stupid morals!"

And I stormed out. I web slung to the match. Luck, was with me briefly. I was able to defeat the most famous wrestler in the match. Then I talked with the manager.

"Well, I got yer money with me kid. Now, I'll show you to my office where you can sign the papers."

Spider-Man turned to him.

"Woah, woah! I'm not signing anything, dude!"

"No signature, no cash."

Spider-Man's eyes widened. "But I won the match! That's not fair!"

"Sorry kid, but fair's not my problem."

Spider-Man angrily walked towards the elevator. He was about to press the down button when he heard running.

The manager was chasing a man with brown hair down the hall.

"Spider-Man! Stop him! He took my money!"

Spider-Man simply narrowed his eyes and pressed the button, allowing the man to go inside. The man smiled and nodded at him as the doors closed. The manager turned to Spider-Man who told him:

"Not my problem."

Peter closed his eyes and continued telling the story.

I decided that I would look out me, myself and I. But I made the worst mistake in my life to let the man get away.

Peter walks to house and notices that it's quiet, except for crying. He quickly runs to the living room. His eyes widen when he sees his Aunt sobbing next to his uncle. His uncle was lying on the floor, bleeding alot. Peter runs over to his uncle. Ben looks at him closely.

"Peter... Promise me..."

Tears fell down The teen's face."Uncle ben?"

"Promise me... you'll remember... with great... power... comes great responsibility."

"…I promise."

Uncle Ben smiled at Peter and slowly closed his eyes. Peter cried softly as Aunt may came over to him.

"A robber... came in and Ben..." She sobbed again.

A rage grew in Peter and he charged out the door.

I was so angry. All I wanted to do was kill the Robber.

Spider-Man punches a man in the dark. He can't see him but knows he's there.

"Please, don't kill me!"

"What about my uncle?! What if he wanted to live?!"

"Your uncle? I didn't mean to kill him, man! I'll turn myself in!"

"YOU KILLED MY UNCLE! YOU DON'T DESERVE TO LIVE!"

He punched the man and dragged him over to a Moonlit area.

"Now I'm gonna see the face of my uncle's murderer as he di-"

Spider-Man's eyes widened. This man, he was the same man he let get away. He let the man go and watched him run away. Spider-Man held his head in his hands and sobbed. If he had stopped him uncle ben would still be alive.

"That was the day he decided to use his Great power for good. He became a hero. Because his Uncle told him, that with great power comes great responsibility."

Spider-Man opened his eyes and saw that Batgirl was crying. Actual tears rolled down her face. Boy was he feeling awkward about this.

Sure, people felt SORRY for him when he told them his story, but Cry?

The Heroine sniffed and looked at Peter."I'm so sorry. I-I shouldn't have reminded you of that." Batgirl had actually found that every word was the truth. She always was the kind and caring type.

"Hey, no big deal."

They both stared at each other for a moment.

So, um,... did you make that costume yourself?" Batgirl asked.

"Um, yeah. 100% Spandex. Did you make yours?"

"I sure did. You like it?"

The web head glanced at her legs, slowly moving up her body and to her head."Uh, yeah! Of course, I like it! It really shows off your hips... wait!I mean- D'oh!" He facepalmed.

The Dark knight's sidekick blushed a little and half glared."Thanks... I THINK."

Spider-Man tried to think of a way to make up for it. He suddenly had an idea!

"Say, it looks like you've been thru a lot tonight." Spidey gestured to her bruises." Why don't I buy a quick meal somewhere?"

Barbara shook her head."Oh, you don't have to do that..."

Spider-Man smiled(you couldn't see it and jumped on the ledge."I insist. It's one of the only good things I can do for a friend. And we can have fun while doing it."

"Fun?"

"We go to the restaurant in our costumes and see what happens."

Batgirl thought about it. "Okay. I'm game" she tapped her chin."Hmm..." she suddenly grinned and snapped her fingers." I know! Let's go to Tacobell!"

Spider-Man nodded and took off web slinging. But, he turned back around when he saw her standing there. "Uh, can't you fly? You are BAT girl, right?"

Batgirl put her hands on her hips in a girl-like fashion and frowned/glared at him." Look my belt was smashed during my little playtime with Bane and-" she smirked. "I wasn't bit by a radioactive bat."

Spidey rolled his eyes."Ha ha ha. Very funny... I could carry you if you want."

"Really? I figured that you wouldn't be able to carry anything more than yourself."she walked over and wrapped her arms around his midsection.

"You'd be suprised." He meant to wrap his arm around her waist with his hand resting on her hip, but it landed on her bottom. Batgirl blushed Deeply.

"Uh, Spidey?"

"Yeah?"

"I'd like it very much if you removed your hand from my butt."

The wall crawler pulled his hand away faster than the flash ever could and placed his hand in the right spot."...Sorry about that."

She smiled understandingly." Everybody makes mistakes." She fake glared."If you do that again though, I'll snap your neck."

And with that the 2 friends made their way to Tacobell.