Disclaimer: I neither own Marvel and those recognizable characters therein nor do I own Glee.

I would have liked to have done how Mary Jane originally met Peter in the comics, through his Aunt May and her Aunt Anna but it didn't seem realistic given the gay thing. Sooooo here ya go!

If you had read chapter one and were wondering why Brenna was no where to be seen. I changed it. I thought Payton was a better fit given that Spider-Man's initials were P.B.P. It was just a personal preference. Sorry to confuse anyone.

Anyways - on with the show.

The Amazing Spider-Girl

|Issue #2|

The Field Trip

|Oscorp Industries - The field trip|

"Lookin' good, Parker. Could look better but I guess this will have to do."

Payton rolled her eyes at her friend. She loved him but he could be such a dick sometimes. She took in her outifit, suddenly feeling self-conscious now that her attire had been brought to someone's attention. She really wasn't up for anything fancy but she still couldn't help wanting to dress...nicer than she usually did. For the trip of course...and maybe for Quinn too. Okay it was mostly for Quinn. Even though the blonde didn't even know her well enough to care, Payton still chose to dress like this for some stupid reason.

She wore a long cream colored blouse and black leggings. She was shooting for nice so the leggings weren't ripped like she usually wore them. A red cardigan and black low rise converse completed the ensemble. She thought she looked pretty good.

But even with Harry's less than stellar review, Payton chose to ignore him. The boy had an opinion for everything so she didn't let that stop her from liking what she decided to wear.

"This is it. This is the day where all your explicit dreams come true. Can I get an amen!"

Oh boy.

Payton gritted her teeth at her overly excited and very loud best friend. Other students and passerby-ers were beginning to give the boy strange looks, and seriously, she couldn't blame them.

He was much more excited about this whole thing than she was. Like ten thousand times more. So much so that she was almost tempted to sniff his Starbucks coffee.

"You're gunna get a jolly slap to the face if you don't shut up." Payton hissed. "Santana keeps looking at me like I'm a tasty piece of meat she wants to gnaw on, so...shh!" Payton glanced over nervously to said Cheerio, the Latina's intense gaze making her skin itch.

Harry looked over to the Cheerio in question and shrugged.

"Oh, so you finally realized that. I know right, I swear its all just sexual tension-"

Payton snapped her eyes at her friend and scrunched her face up at his words.

"What? No. I mean she's going to come over here and torture me if you don't pipe down. You're drawing attention to us."

Harry looked down at his friend and shook his head almost fondly, smiling at her.

"You and your overwhelming need to be invisible. I so don't get it."

Payton grunted.

"If you had to deal with the crap I go through on a daily basis you'd understand." She griped.

Harry frowned sympathetically, his hand gently laying on her shoulder, squeezing in comfort.

"Hey, yeah. Sorry."

"Whatever. When does this tour start?" Payton decided a subject change was in order.

Harry shrugged, seemingly bored at the mention of why they were actually there.

"No idea. I'm just glad that this gets me out of class for the day."

"Aren't you at all excited about seeing the kind of work your dad does?" Payton wondered curiously. They were taking a tour of Oscorp today, one of the leading industries in science and technology. They haven't allowed a tour like this in years and Midtown High was lucky enough to procure one after Norman Osborn himself offered the facility for the day, lunch and other expenses were being paid for as well. A swanky transport shuttle even came and picked the kids up and everything. Payton was excited about the whole thing while Harry just seemed embarrassed and annoyed. So maybe asking such questions wasn't the best idea now that Payton thinks about it.

"Nope. And it's not so much work as it is how can I make more money off the backs of others." Harry retorted.

Payton frowned. Harry's dad was a touchy subject but not always though. Which was weird because Harry usually was hot and cold on the topic. Today he was apparently cold. Very cold. 'Ice berg cometh' cold.

"Oh...sorry." Payton murmured awkwardly.

Harry glanced at her and smiled, shrugging. "No big. You didn't do nothing."

"Right.

Harry shook his head, his trademark mischievous grin making another appearance as he apparently planned to ignore the previous heavy moment entirely. Which was alright with Payton.

"Okay, so you work on your pick up lines so you can talk to your future wife today. By the way, just so we're clear, I'm so the best man."

"You are not my best man and seriously, volume!" Payton hissed as she yanked his arm down, causing him to bend down and chuckle.

Harry straightened up and pouted at her, bumping her shoulder. "But I'm your only friend."

Payton sighed. "You are such a child."

Harry laughed loudly until he was hushed by the teacher.

The tour started about ten minutes later and most people were using that time to goof off. Naturally.

Payton, however, was soaking it all up with immense fascination. She loved science. Loved the complexities of it and the simplicities as well. The part of the tour that featured the genetic lab was something of a wonder, to Payton at least. She was curious if they were actually in the research lab itself or were they in a more less invasive area for the tour. That way someone like Finn Hudson doesn't trip and fall on something acidic or combustible and blow up everything. Stewing in that knowledge she glanced nervously around the many test tubes and beakers and hoped to anyone listening that Hudson managed to walk a straight line for the rest of the tour.

The woman giving the tour was currently explaining the process - or rather, theory at this point since it has yet to be perfected - of cross species genetics. In theory if a rat with a severed leg was to be given the specific gene that allowed a lizard to grow back its own severed limb then the rat would be able to harness that gene and grow one for itself. In theory. If this was to be made reality then the face of medicine would dramatically change.

As far as they were able to determine, changing the genetic make up from a reptile to fit that of a mammal was proving difficult.

Next the tour guide showed them to another room; the aranea. She began to explain the different species of spiders they had kept in glass boxes by how the monitoring system that regulated temperature and light for each box worked. The researchers there were harvesting the webbing from specially modified spiders as part of a research study on tensile strength and durability

Even this was fascinating to Payton who had always had a secret love for the little things, much to her Aunt May's disdain. She was always called forth to kill them if they were found, or in Payton's case, whisking them back outside. Though she doubted that would stop them; if they got in once they'll get in again. Though explaining that to her dear aunt would just give the poor woman a heart attack so Payton kept her mouth shut and just played the happy spider slayer slash rescuer. She was totally fine with coexisting with them instead of squooshing them under her sneakers.

The tour guide was happily explaining the process of cultivating the webbing from the spiders when Payton mind began to wander. She imagined what it would be like to work here, doing this everyday. She found herself smiling. She'd always had a niche for science and math. Those subjects just came easy to her, a trait she apparently shared in common with her father. Uncle Ben would say that her father had the same passion for science like her. 'A real brainiac,' he'd tell her. She'd always feel a huge sense of pride whenever she'd hear that.

Of course, that is, until she would remember why she'd have to be reminded of such things. Because she might forget what her parents were like, or what kind of people they were if she didn't have her aunt and uncle to tell her.

Payton shook her head roughly.

She felt a nudge to her shoulder and looked up to see her friend grinning at her.

"Hey. Now's your chance. Go get your girl."

Harry pushed her forward, making her stumble and almost run into the very object of her affections. Then she felt a body collide with her and she held on so she wouldn't fall.

"Oh my God," Payton's eyes widened in horror. "I'm- I'm so sorry." She held on to the delicious body in her arms for a moment more than was probably necessary, or normal, and then finally pulled away completely, her cheeks bursting with heat.

The blonde was about to snap at whoever almost ran her over before noticing the girl that ran into her was the very girl that Santana was so obsessed over. And who the Latina was griping about just this morning.

"Are you alright?" She said instead.

Payton blinked as if she had spoken perfect Vietnamese.

Am I alright? I ran into her!

"Um yeah. Yeah I'm fine. I'm so sorry about like, getting all up in your business. My friend, um, was being so very very stupid and I ended up losing my balance. Did I mention I was sorry?"

The beautiful blonde laughed at the burst of words. She was almost bad as Berry but the blonde could tell that the girl was embarrassed if not nervous.

Payton didn't know how it was possible that she was blushing even more than she already was.

"It's fine. It was an accident. See, no harm."

Payton nodded and smiled shyly. Except to my crumbling self esteem, yeah. No harm. Ha ha.

"Hey, um, since you're here, is it...is it alright if I take your picture?" The blonde raises an eyebrow and Payton motions with her camera. "For the school paper. I need one with a student in it."

"Oh. Oh! Right. Sure." She begins to smile at the girl and Payton seriously thinks its the most beautiful thing she's seen all day.

"Benji, right?" Quinn asked and she gets closer to one of the exhibits.

Payton froze at the nickname Santana oftened used to make fun of her middle name.

"Payton." She corrected softly. "It's Payton."

Quinn's eyes widened, confused for a moment. "Oh. I thought it was-"

Payton grimaced at having to explain and she felt her face heat up.

"Um no, Santana, um...calls me that. But I don't really like it."

Quinn nodded as if she understood, which she probably did since she was best friends with the Latina. "Sorry then."

Payton's eyes widened at the apology and blushed as she wallowed in her sudden discomfort. Quinn of all people shouldn't have to apologize for Santana's deeds.

"No it's- it's okay. You couldn't of known."

Because how could you know I existed if it wasn't for Santana's constant torture?

Quinn seems to smile sadly at Payton's stammering. Realizing this, the girl clears her throat and adjusts her camera, remembering the reason why Quinn was even talking to her.

"If you could just-"

Quinn's frown disappears as she sees Payton's attempt to get back on track and she stands up straighter.

"Yeah sure, so how do you want me?"

Payton, much to her horror, felt her face flush at the innocent question. Mortified at where her brain just went she clears her throat again and focused completely on the camera in her hands.

Looking through the lens instilled that same raw confidence she wished she felt once she managed to put the camera down. She could look through and see so many perspectives, so many angles and colors and shadows that most people just walked right past or never bothered to find.

What she saw through the lens still managed to take her breath away despite her temporary confidence. She wasn't really surprised with what she discovered. Quinn, apparently, didn't have a bad side. There was no such thing when it came to Quinn Fabray. All she had were good sides and they were all breath taking in Payton's opinion.

Payton snapped a few photos as she watched Quinn smile at the camera. She pretended to read the pamphlet they were handed at the beginning of the tour, OSCORP INDUSTRIES boldly written in the front for the viewer to see, and she smiled at the exhibits of enhanced spiders as they skittered this way and that in their boxes.

Payton wondered briefly if she was actually interested in what she saw or if she was faking it for the camera. Either way, she had no doubt that the pictures would come out beautifully. Payton even snapped a pretty impressive picture, if she did say so herself, of Quinn's expression as she stared in wonder at one of the spiders in their tanks.

At this rate, everything was going so well that she debated making small talk, but had no idea where to start.

'So how about that sun huh? Bright right?'

Utter. Fail.

No no, Harry said no weather talk. Damn him. That could have totally worked.

No it couldn't. She was so screwed!

Payton snapped a few more as Quinn turned her back to face the researchers hard at work, oblivious to Quinn's studious expression.

She felt her lips curl at the sight in her view finder. These were going to come out great.

"Can I see them when you're done?"

Payton looked up from her camera, still grinning. Quinn had turned back around and was watching Payton silently, her own smile eventually appearing on her face, sweet and pleasant. "The pictures. Can I see them when they're developed? I know not all are going to make it into the paper, if any of them do. But I wouldn't mind having a look."

Payton smiled. "Uh, yeah. Sure."

"Cool." Quinn smiled. Payton loved that smile.

"Fabray, right?" Payton grinned slyly as she mimicked Quinn's earlier inquiry.

"Quinn." The blonde smirked, following the joke.

"Well it's nice to meet you Quinn," the brunette said, sticking her hand out. Even though I've known you practically my whole life. And my Aunt even knows you. But obviously you don't even remember.

"Likewise." The blonde smirked as she held Payton's hand warmly in her own. Quinn looked back and noticed the slowly retreating group of students. "I'd better get back. It was nice meeting you though."

"You...too." But the blonde was already gone.

Payton sighed.

Dang it. Could she count that as a successful conversation?

"So, how'd it go playa?"

Payton gave her friend a look before rolling her eyes. He was such a weirdo. "Well she knows my name now."

Harry pursed his lips as his brows frowned at her in a humorous way.

"Uh, that's... progress."

Payton groaned.

"Dude, she thought my name was Benji."

Harry hissed through his teeth. "Ouch."

Payton nodded but shrugged. "But hey, like you said: progress, right?"

"Totally." Harry grinned encouragingly, bumping his shoulder into hers.

"And there was no mentions of the weather at all, even though I had a brilliant opener, might I add."

Harry had a doubtful look on his face. "Which prolly sucked."

Payton waved off his comment like it was a fly. "It was made of all things awesome, I assure you."

"Hmmm nope. Don't believe it." She rolled her eyes playfully, but stayed silent, not wanting to admit how truly awful it was.

"Now," He grinned wickedly, "we can work on getting her phone number."

Payton's face paled. Harry laughed at her horrified expression.

She shook her head, hating her friend and his persistence and just because of how utterly annoying he was for all of five seconds before she let the hot air deflate out of her in a whoosh.

She resigned herself to her fate and looked passed Harry's shoulder at the rest of their class.

Harry noticed too and made to leave. Before he could take another step, Payton tugged on his jacket sleeve gently, earning his attention.

"I'm just gunna get a few shots in. I'll meet up with you."

Harry nodded. "Cool. Don't take too long. Kravits will kill you if you get separated."

Payton nodded absently as she adjusted the lens. "I'll be good, promise."

"Hey, you break it, you buy it." Harry grinned before walking off with the rest of the group.

Noticing a good shot of one of the spiders pressed against the the glass and the Oscorp logo against one of the adjacent walls, seemingly suspended right next to the spider, Payton snapped a few photos in excitement. So engrossed in her passion that she didn't even notice the feeling of something crawling on her arm and up her hand.

A sharp gasp left her lips as she felt a searing sting shoot up her arm. She jerked her hand in reflex. A red and blue spider went flying into a wall but it eventually got up and crawled slowly away underneath some equipment.

Damn. Shit that burns.

Payton took her hand in her other and inspected the wound. Two puncture wounds stared angrily at her on the top of her hand near her thumb. Payton hissed through her teeth as she waved her hand as the burning continued. Forgoing the rest of the pictures, Payton made her way back to the group, cradling her hand as she went.

Every inch of her body ached and screamed for her to keep still.

She wasn't really sure how she made it home or what she might have said to her aunt and uncle when she walked in the door, but she really couldn't care at this point. She was in so much pain and the fatigue she felt had her dragging her body up the stairs and into her room.

Her muscles felt like they were being stretched like elastic, tense and yet rubbery at the same time. The sensation of being flexed beyond its limits and then snapping right back into place were firing throughout her entire body. As well as a burning sensation almost made her think, in her sluggish haze, that her tendons were being slow roasted.

She had begun feeling hot and cold all over, but she didn't care. The heat was the worst so she roughly divested her cardigan and shirt, hearing an audible rip for her efforts. Her skin was sallow and clammy as she swayed on her feet and her vision, even with her glasses, was no better.

The hazy, swirling image of her bed came into her view and she stumbled over to it. Her stomach roiled as she tried to bend over to lay down, the Earth spinning like a manic tilt-a-whirl as she struggled to regain her precious equilibrium.

Eventually, her legs couldn't hold her weight any longer and she had no choice but to crumble onto her bed. She stayed like that, her chest blooming and deflating up and down quickly as she struggled to get enough air in, the rest of her body however remained stagnant. She could literally see the muscles in her otherwise limp forearm shivering under her skin and she felt nauseous at the sight.

She wanted to vomit and scream and cry through the pain but she was so exhausted, felt so beaten down, she distantly wondered who was going to find her body, because surely she must be dying.

I'm sorry Uncle Ben ...Aunt May...

Then she felt her world go dark.

Let me know what you thought in a review. :)

Next issue: "Okay so maybe she was feeling a little, odd today but honestly, she really wasn't complaining. Not even a little bit. She felt amazing. Incredible even. Like she could take on the world with just her pinky!"