Observation Room, unknown facility…

Baron Zemo and the others were watching as Gwen, April and MJ took turns trying out their spider-strength on the door. After a few tries each, Baron Zemo pressed the door release button which unlocked the room, giving the girls access to the corridor, and watched as the girls exited the room.

"Have all Hydra operatives in the facility been dressed in proper Mutant Response Division as I requested?" Baron Zemo inquired.

"Yes, Herr Zemo. We've instructed all of our operatives to be dressed as members of Mutant Response Division. This whole facility is branded as a fully functional MRD facility. If they were to, say, reach the detention centre then Beck's holographic technology would make it appear that we have mutants detained inside, and we have a prototype Spider-Slayer inside the hangar waiting to greet them if they manage to make it there," replied Colonel Stryker.

"I want all our operatives to prevent their escape and test their abilities in combat," Zemo said.

"Yes, sir," replied Colonel Stryker

"Good, now let's see what these new weapons of ours can do. Once we have enough combat data we can then move onto the next phase and produce an army of spider-powered soldiers for Hydra," said Baron Zemo.

At the same time in the corridor with Mary Jane Watson, April O'Neil and Gwen Stacy…

Mary Jane Watson, April O'Neil and Gwen Stacy were walking around the M.R.D. facility, both MJ and Gwen looking at their cellphones. MJ had a Nokia while Gwen's phone was a Sony. "Have you got a cell phone, April?" asked Gwen.

"I do but I left it inside my locker," replied April.

"Are you getting a phone signal at all, MJ?" asked Gwen as she looked at her phone to see that she had zero signal bars and only ten percent battery left.

"No, sorry, not a single bar whatsoever," replied MJ as she looked at her Nokia Lumis phone to see that she had just three percent battery life left. "Damn it, I knew I should have charged my phone last night."

"So you were playing Candy Crush Saga last night again instead of doing your science homework?" Gwen asked teasingly.

"No," denied MJ a little too profusely.

"MJ, I know when you lie. So how far did you get, then?" asked Gwen.

"Level Sixteen," MJ answered. "So who do we call for help, Spider-Man, your dad or the Avengers? Because I'm thinking Avengers." Just then her Nokia battery died. "Damn it, my phone is dead."

"I know someone that could help but I'm not sure how to call them now, they made me a replacement cellphone but I left it inside my locker and I'm kind of not talking to them at the moment," said April.

"Why, what happened?" asked Gwen.

"Don't really want to talk about it, could put my friends in danger, you understand," answered April.

"Then we would be better if we go with Avengers. Maybe they can help us. Not sure if it is a good idea to go with my dad. If his daughter is believed guilty of stealing from her intern placement and giving herself and her best friend super powers, well, that's not something he can really help me with. Hell, not even sure dad would want me anymore, his daughter being a mutant freak," said Gwen.

"That's bull and you know it. Your dad cares for you, he won't care you have spider-powers; besides, he may get you to paint the ceiling from time to time," said MJ. "Do you think your dad would mind, though, if I sleep on your sofa? I'm pretty sure my dad will disown me for gaining mutant powers. He'll disown me like he did with my big sister Gayle when she became pregnant."

"Sure," Gwen replied. "So why didn't you do your homework then?"

"Oh, the usual reasons; my drunken deadbeat dad spent six hours shouting and hollering that dinner wasn't ready when he got home, even though my mum had just finished a double shift and I had been working at the Coffee Bean. Thanks for the extra, by the way, so I got McDonald's on the way home, so when I got home and started doing my science homework that was when he went off on his drunken rant, so I spent the time posting on Facebook then playing Candy Crush Saga," MJ explained.

"You know you can call my dad any time your ~#!* father goes off on one of his drunken rants. Try to get your mom to throw his worthless sorry excuse of an #* out. You're better off without him in your life," said Gwen as she slammed her fist into the wall, creating a dent.

"I tried to talk my mom into pressing charges, but she won't listen. This is what caused Gayle to get herself pregnant, just to get away from dad. She just could not take it anymore with mom refusing to listen and how she keeps clinging to the belief he can change his tune. I'm extremely worried that he is going to kill her one of these nights; but maybe now with these powers I can protect mom from dad's abuse and maybe beat some sense into him," said MJ.

"Then you would be no better than he is. We can do some good things with these powers, maybe stop what happened to Peter's uncle and Jessica and her family," Gwen said.

"Agreed, but don't we need to get out of here first before we discuss our possible super-hero career, including who is whose sidekick?" MJ asked.

The trio reached the end of the corridor and arrived at the elevator, which was guarded by three Riot Control MRD officers, who noticed them, and they each removed their electric stun batons from their holsters and activated them. "Stay where you are freaks," said one of the MRD officers.

"Return to the medical room at once and there won't be any trouble, freaks," said another MRD officer.

"We are leaving and we don't really want to hurt you," Gwen said. Oh, thank God for your standard overprotective dad signing you up for martial arts classes, then dragging your best friend every week, she thought to herself.

'Guess I can finally use what Master Splinter taught me,' thought April, who like the other girls got into a fighting stance.

The three M.R.D officers then charged at the three girls, swinging their stun batons at them. MJ, April, and Gwen all had a ringing sensation in their heads warning them of the dangers, which gave them enough time to dodge the attacks of the officers. The officers tried attacking the girls again but this time the girls countered, each of them knocking out each of the officers with a single punch and sent them flying.

"So we can guess we have super strength," said April

"Guess Spidey holds back when he attacks," Gwen remarked.

"Yeah, so who's going to be the sidekick then?" asked MJ as she pressed the elevator call button and turned to face her friend.

"How about we become equal partners and Spider-Man can be our sidekick," Gwen suggested.

"Yeah, girl power all the way, " MJ agreed.

"Of course we are going have to decide who the leader of our team is, if you're in, April?" asked Gwen.

"Yeah, you can count me in to help out till we find out who did this to me so I can get a cure," replied April.

"Don't blame you, April, I want to be an actress, but these newfound abilities make me a danger to any fellow actors if I punch them," said MJ.

The elevator door opened and the three girls entered the lift and pressed the up button. After going for ten minutes they arrived at a large hangar filled with over a hundred large shipping crates, all of them marked with either Hammer, Roxxon or Stark Industries logos on them. The three girls began making their way around the hangar.

"Hey, I thought Stark didn't make weapons anymore?" MJ asked.

"He doesn't. But it doesn't mean the old weapons that his company made aren't on the market. There's no telling how many of his state-of-the-art weapons are still out there, but something doesn't feel right about this," Gwen replied.

"Yeah, I got that strange feeling, like when we were fighting those guards in the corridor, something in here is setting it off," said April.

Mary Jane found herself looking directly at a large mechanical robotic Black Widow Spider in front of her blocking the escape route out of the MRD facility. The robot was currently in standby mode. "Hey, guys, think I just found what was giving us that bad feeling," MJ said.

"What did you find?" April asked as she looked over to MJ's location and the giant Black Widow Spider. "Yeah, that could do it, I think," she added.

"What did you two say?" Gwen asked as she turned to see what Mary Jane and April were looking at.

"So we are all agreed, a giant mechanical Spider blocking our path is bad news," MJ said.

"Looks like it's in standby mode," said April.

As if on cue the Mechanical Black Widow Spider's eyes lit up and it started moving towards the girls. It swiped two of its legs at the two girls who dodged out of the way. "You were saying, April?" jibed Gwen as she dodged a downward strike from the Black Widow robot spider.

"So any idea how we beat this thing, guys?" asked MJ as she dodged another attack from the Black Widow robot, which proceed to attack April and Gwen, who each dodged its attacks as well.

"Working on it, MJ! It's not like this has ever come up in science class: How to stop a giant robotic Spider from killing you! Do you have any good ideas?" Gwen shouted, panic creeping into her voice.

"No, not really sure this ever came up before," replied April as she dodged another attack from the black widow robot.

"Remember, science and engineering are not my best subjects, Gwen. But maybe we could use some of the stuff in the hangar to our advantage," MJ suggested.

"Good plan! I heard the M.R.D. always had the best equipment. And if they have the best stuff, I am sure they have something that can take down an overgrown black widow spider!" Gwen exclaimed.

"It's a shame we don't have web shooters, we sure could use them," MJ said as she dodged another attack from Black Widow Spider.

"Yeah, so which of us is going to look for something to use against the robot spider, you or me?" asked Gwen.

Gwen then dodged an attack from the Robot, causing it to trap its leg in the side of Roxxon Industries. She proceed to punch her fist through the joint of the leg to break it off. "Good job, Gwen!" Mary Jane congratulated her friend. Mary Jane dodged out the way of as the robot threw the damaged weapons crate. It flung whatever had been inside at Gwen, who managed to avoid that.

"That was close, but I've got an idea," Gwen said. She had spotted one of the weapon crates, which was partially open and she could see grenades inside of it. "Can you keep it busy while I get something set-up, guys?" Gwen asked.

"Sure, why not? It's not like I have anything else to do. Just make it quick, ok? I'm not sure how long I can keep ugly here busy," Mary Jane replied.

"No problem," April said as she dodged an attack from the robot spider. Gwen ran over to the crate of grenades, collecting a roll of steel cable on the way. The Black Widow Spider was knocking creates out of the way as it followed Gwen.

'Come on, think, MJ, you need to get buckethead's attention,' thought Mary Jane as she watched April keep dodging attacks from the remaining front leg. Unbeknownst to her, her hands were glowing a greenish colour, which eventually caught her attention. "Ok, that's different, I guess this can do as a stand-in for web shooters," said MJ as she started firing energy bolts at the Black Widow robot.

"Over here, buckethead!" MJ shouted. The robot turned and headed towards MJ and swiped at her with the remaining spider legs. Mary Jane was able to keep dodging, which allowed her to shoot her energy blast at the robot. Nearby Gwen removed four grenades and then proceeded to jump onto the robot's back and place the grenades in between the leg joints, threading the cable through the pins of grenades. After Gwen jumped off the back of the robot, she pulled the metal cable, which removed pins from the grenades.

"April, MJ, take cover!" Gwen yelled.

Gwen dove for cover behind a Stark Industries Shipping container while MJ took the opportunity to hide behind a Roxxon Shipping Container and April took cover behind a Hammer Industries container. The grenades detonated on cue, disabling the Black Widow robot, which also set off the fire suppression system. As the hanger became filled with smoke, steam and water, gas mask-wearing MRD soldiers filled the hangar. However, in all of the confusion, the three girls were able to escape the hangar.

Mary Jane Watson, April O'Neil and Gwen Stacy looked around to see they were standing on a small island in the middle of the ocean as they were soon surrounded by two dozen MRD soldiers and a clapping Colonel Stryker and Baron Zemo. In response, Gwen Stacy, April O'Neil, and Mary Jane Watson got into a fighting stance.

"Impressive, most impressive, I didn't believe you would make it to the surface let alone get past the Spider-Slayer prototype, but I was wrong with my assessment of Dr. Soria's choices. I thought they were bad choices, but I guess she was using Zola's algorithm. You all have what it takes to become true threats, with two of you having close connection to Peter Parker, you can make excellent spies on his movements and strike at him closer," said Zemo.

"Not going to happen, we won't work for either Hydra or the MRD," said MJ, April and Gwen in unison.

"You already are, my dears, you just haven't known the codeword that is being used to activate the Nightingale programme as such the web we weave the Widow, Atrax and Audax will be coming for a Glorious Homecoming back to the web to Route 616B," Zemo suggested, the tone of his voice conveying the smirk that was hidden behind his mask.

April O'Neil, Mary Jane Watson, and Gwen Stacy stood at attention beside each other like a Trio of obedient soldiers. "Project X-24 Scarlet Spider, awaiting your orders," April said, her voice monotonous.

"Project X-25 Spider-Woman, awaiting your orders," Gwen said, her voice also lacking tone.

"Project X-26 Spinneret, awaiting your orders," MJ said, lacking any of her spark and tone.

"Excellent, your first mission is to return to the facility and collect your costumes and custom-made equipment from under your beds, then you will return to me for your second mission," Baron Zemo ordered them.

"Yes, Master," Spinneret, Scarlet Spider, and Spider-Woman responded in unison. The Trio then headed back inside the facility and after a few minutes they returned, all wearing a Hydra version of Spider-Man's costume.

"Your team's first assignment is to return to New York, where we have assigned you a place that will serve as your base for any operation you have in New York City. The object of your mission is to capture a CSI Tech agent by the name of Carlie Cooper, who has uncovered one of our operatives, Charlotte Witter and a number of our other operatives in the New York Police Department. We have reason to believe she will give the information to the FBI, which will put our other plans at risk," Baron Zemo commanded.

"Yes, Master," Scarlet Spider, Spinneret, and Spider-Woman said in unison.

Just then a Hydra quinjet landed on the nearby helipad. Scarlet Spider, Spinneret, and Spider-Woman got into the Hydra quinjet and once they were onboard, it flew away from the facility. Baron Zemo turned to face Colonel Stryker. "What are your orders now, Mister Zemo?" asked Colonel Stryker.

"We are moving out. Inform Dr. Stromm that we are moving ahead with mass-producing a Spider-Army and make sure the base's self-destruct system is activated. We can't allow SHIELD to know that we have created new spider-powered assassins, something which they are still trying to recreate themselves," Baron Zemo ordered.

"Indeed, what about Miss Cooper, what do you want done with her if you don't mind me asking?" asked Colonel Stryker.

"That is need-to-know information, Will, and you simply don't need to know. Just know that she will be dealt with," Baron Zemo responded.

end of chapter

Author note: I would like to give credit to Highlander348 for coming up with some extra abilities for Spider-Woman and Scarlet Spider.

I would also like to give credit to Paul Cousins for coming up with the codewords Atrax and Audax that turns them into Hydra operatives

Beta reader thanks: Booksaboutnothing and Rider Paladin