AN: Okay, okay, I know its been a while, to put it mildly...really mildly, but as I've pointed out before, I do have other stories to write, and I'll admit that I did put a bit more of my focus into stories like Kingdom Hearts Dual Keys, Code Avengers Cosmic, and A Spider's Focus, and that's not even accounting for how I've now started yet another new story, Hearts of Avengers, a crossover between Kingdom Hearts and The Avengers: Earth's Mightiest Heroes. Really, you'd think that I'd be able to stop myself from starting something new when I say I'm not going to, but there was a challenge for such a crossover, and it was just right up my alley so I couldn't resist the chance to try it, and besides that, it's something of a sounding board for me on how well I do with Kingdom Hearts crossovers and/or AUs, so I just had to see how well I could pull it off...

Falcon: Calm down, man. We get it.

AN: You...You do?

Spider-Man: Hey, some of us are featured in a lot of your other stories, considering how many of them are Marvel stories, crossover or otherwise, so we're bound to either show up or get mentioned once or twice in a majority of them, so we're cool. Besides, we know that you have a hard time writing AUs like this because you want to make sure you do it right, especially since you're trying to make the plot as original as possible. I mean, isn't that why you haven't updated Gundam War Online in a while?

AN: Uh...yeah, that's part of the reason, but that's beside the point. Anyways, another thing I want to mention before we get into the really important stuff...Did everyone see the newly released trailer for Avengers Infinity War, because that. Was. AWESOME! Seriously, if you haven't seen it yet, you've got to go watch it. Right now. I don't care if you really want to read this chapter; you've got to see that trailer it's just that great!

Wasp: How about you answer some reviews before anything else.

AN: Right, right, I'm getting to that. I'm not going to answer every review though, since a lot of the questions posed will be answered in this chapter, but I will answer a few before we get into everything. First off, to the guest reviewer "Yo", don't worry, we won't always be bringing in one student at a time. It's just how things are working out right now. As for pairings, some of them are somewhat set in stone at the moment, but will face a great deal of drama later on down the line, like any other typical relationship would. I'm not going to go too far into detail on that just yet, because, well you guys know how I am with spoilers.

Next up, my good friend "twilightnite13", it's going to be a while before Venom shows up, but he will appear eventually.

To "treyalexander63917", when Spider-Man gets a new suit, it will indeed include an AI like the one in Homecoming, but I don't think I'm going to have him name it something else. Though you're suggestion on him naming it after his mom will be used in another story, so there you go on that.

Jessica: Isn't that a spoiler?

AN: Hey, I didn't say which story. Now to my man "Monkey D. Conan", I actually haven't thought of an exact number for the main focus students to be honest, but we're getting close to having them all in here. Just one or two more chapters now. As for Spider-Woman causing pain to the Spidey&Wasp relationship, that's actually going to blow over pretty quickly. If anything, she's more likely to end up as part of a love triangle with another pair of characters. That doesn't mean there won't be more instances where Wasp gets jealous of girls who seem to be getting close to or already are close to Spidey in some way. Sam and Carol's relationship, yeah that's going to be a while before its official, so it will definitely be sometime after Spidey&Wasp become official. Finally, the Spider-Cycle and Taser Webs...yeah, they'll both be happening later on down the line.

Well, that covers everything I wanted to address, and that won't be covered in this chapter, so let's put those particular questions to bed and get on with the show. Off to class everyone!

I do not own anything from the Marvel franchise or any other franchise mentioned in this story.


Chapter 7: Mystery of Spider-Woman

When a Quinjet finally arrived to help transport Wasp and the injured Spider-Man back to the academy, no one present was able to move any slower than they had, be they student or teacher. Thankfully, after getting him aboard, Hank was able to determine that Peter's injuries were not too serious, and easily treated the worst of them while they were flying back to the school. They still decided to bring the spider-powered teen to the medical center of the school just to be on the safe side, but from what they could tell, nothing about Peter's injuries were life-threatening. Still, it did raise a few flags of concern when they saw that the shoulder injury Peter received from Jessica appeared to be laced with a substance that was similar to spider venom in a small way, but thankfully, Hank confirmed that it was not at a very substantial or dangerous level. Once they were informed that everything checked out regarding the two students who had just been out fighting, the Avengers had assembled in the medical center along with Carol and Luke so that they could hear the whole story from their students. At least, that was what they were planning on doing, but at the moment, they were a little too stunned by the sight they found after walking in with the two powerhouse teens to really speak. It was not something regarding Peter's health or even the state of the room that had shocked them into silence though. No, what was really shocking them was the furious expression on Wasp's face and how she was ranting and raving at Peter like there was no tomorrow, an action that none of them had ever expected from the rather happy, energetic size-changer.

"I mean really, of all the stupid, idiotic things you could've done! We would've had her if you just aimed a web at her feet or something, but noooo! You had to go and follow up with some stupid, chivalrous crap and pull your punches until she finally blasted you," Janet continued ranting, while the others just stood there in shock and Peter tiredly rubbed his forehead. Apparently, this had been going on for a while now, and Peter had not been able to get more than one word in the entire time his friend had been running her little tirade.

"But Janet, I…" Peter started to say, only to get interrupted before he could finish.

"But nothing! Honestly, I don't even know why you were not aiming for her the entire time in the first place! Last I checked, your little webs don't even hurt people; they just get them tied up and a little stuck to whatever you want them to get stuck onto! Even your web-bullets don't usually hurt that much, but just act as a better way of slowing down your opponents! She got to you a little bit, didn't she? I mean, I can't believe you would hold back just because she's a girl, or even that you've been doing the same thing in your spars with me and all of the other girls here during training!"

"Look, I've got a perfectly good…"

"She got to you a little, didn't she? That's gotta be it! Despite whatever claims you make, whatever spider-voodoo she pulled on Sam is affecting you a bit too, and it made you pull more of that too-nice-to-hit-girls thing of yours than usual! Honestly, you didn't even need to hit her! You just had to tie her up in your webs, and she was barely even that far away from us most of the time before Sam showed up, so how could not hit her with your webs when she was just a few feet away from us? That kind of thing should be as easy as breathing for-MMPH!"

When they saw the web splat on Janet's mouth, ending her rant at last, they all looked to Spidey and saw that his tired look had been exchanged for one of annoyance while one of his arms was held out in position to shoot out a web, confirming that he had been the one to silence her. "Hey, what do you know? I can hit something from a few feet away with my webs, and it looks like I'm finally going to be able to say something here," Peter sarcastically commented. Janet's response was muffled by the webs as she tried to pry them off while looking at Peter crossly, but Peter just smirked in reply and ask, "What was that? You're going to let me talk and not interrupt if I take the webs off?" When Janet shook her head in the negative while grunting something that seemed like she was trying to threaten him into taking off the webs, Peter just shrugged and said, "Okay, have it your way then. I'll just leave that there until I've finished talking." Janet growled at him in response, but Peter ignored it, and said, "First off, is it really my fault that I had been raised to consider so much as raising a finger to harm a woman was about as healthy as smoking? Besides, aside from that one little blast she threw at us, she wasn't exactly trying to fight back against us; she was just running away the entire time. Plus, I was still a little shocked that she somehow figured out my secret identity just from our only two meetings, so I think it can be considered a little forgivable that I was a little off from the-AH!"

This time it was Peter who was interrupted by a use of powers, because after listening to the first half of his own speech while having to endure the fact he was not taking the webs off her, Janet had shrunk down and blasted him with her stingers. It did not stop at that one blast though, because she was soon hitting him with various others as well, forcing Peter to raise his arms in a feeble attempt to stave off her assault. "Hey-ow! Hey would you, ow! Hey, know it off already! I'm an injured patient remem-Ouch! SERIOUSLY, STOP IT! OW!"

At another time and place, this might have seemed funny to the others, but right now, they had more pressing matters to attend to, a fact that was enforced when Captain America finally stepped forward to put an end to this little quarrel. "Alright, that's enough you two," Steve commanded, getting Wasp to finally cease her barrage and prompting Peter to lower his arms. "Spider-Man, would you mind removing the webs from Ms. Van Dyne's person so she can speak again?"

Spider-Man just nodded and then turned to Wasp so he could ask, "Jan, would you mind changing back to your normal size? It'll be a lot easier to get the webs off that way."

Janet just nodded and resumed normal size, letting Peter pull the webs off of her mouth at last, which felt a bit like getting tape or a band-aid pulled off to her. "Ouch! I can see why bad guys don't like getting stuck in those things, because they taste horrible," Janet complained, spitting a little bit in an attempt to get said taste out of her mouth.

"Never mind that for now," Steve ordered, and the two both tensed up a little, because the super soldier was using what Tony called his "Papa Steve" voice. The whole room was silent for a moment until Cap finally said, "You both did your best in trying to help your friend, but at the same time you really should have come to one of us before you got so far into this matter. That's part of the reason why the Avengers were formed: because we could see that there were some fights we couldn't handle alone. We may be your instructors, but we're also just as much a part of your little team as your fellow students are. That being said, that does not mean there were other points where you could be doing better." He then turned to Peter, indicating that the spider-powered teen was going to get it first. "Spider-Man, I do respect your personal views in regards to the treatment of women. After all, I'm from the Forties, a time when everyone considering hitting a woman as healthy as smoking, but at the same time, you need to remember that bad guys aren't going to share that viewpoint. To them, it doesn't matter if the person they're harming is a man, woman, or even a child; they will hurt that person no matter what. It's good that you can keep your moral code about you, but you need to learn when parts of that code needs to be put aside for the sake of others."

"With all due respect, Cap, it basically sounds like you're telling me to sink to their level," Peter stated, though not quite as bravely as he was probably hoping to have.

"Then I'm either saying it wrong, or you're just not listening to me well enough. If you came up against someone like Madame Hydra, you can't afford to pull your punches just because she's a woman. You need to attack like she were any other villain, and that holds true for any other female enemy you encounter," Steve instantly countered, obviously ready to simplify it better for Peter. He then turned to Wasp and added, "Janet, while I will admit, you do have a right to be worried about your teammates, and you certainly do raise a few good points during your…scolding of Peter, it doesn't help to get hung up on past mistakes like this so much, especially when you've still got a teammate who needs help. What's done is done, and we can't change it, but we can make sure we're better prepared for the next time, and part of that means we can't afford to be casting doubt on one another. Understand?"

"Yes sir," Janet nodded a bit solemnly. She knew that he was referring to how she had accused Peter of being under whatever spell Jessica had placed on Falcon too, and she could now see that it might have been a little out of line.

Steve nodded in response to this, and then turned to address the room at large, which aside from the students and himself, also consisted of Hank, Black Widow, Tony, and Hawkeye. "I know that this probably has been a bit of a difficult time for us right now, but at the moment, no one is to blame for what has happened recently aside from Miss Drew."

"Uh, actually Cap, I'm not so sure just how much blame we should be giving her," Peter suddenly protested.

"Did you get hit in the head too hard or something, Spidey? She's manipulating our friend, and is probably that mystery thief that's been talked about so much in the news recently. And let's not forget the fact that she tried to hurt you and Janet," Luke reminded him.

"Well…that's not entirely accurate. I mean, the parts about being the thief and controlling Sam are true, but not the part about her trying to hurt us," Janet corrected. "She didn't really throw any attacks at us for a majority of the time aside from that one electric blast that hit Peter, and I'm not so sure she was trying to hit him. I saw the look on her face after Spidey got hit, and it did not look like she was too happy about it."

"Can we not call that thing she did an electric blast? It did not have the same kind of sting as an electric shock did at all, plus, I feel like it would go against the whole spider thing she's apparently trying to spin," Peter asked.

"It would be more accurate to call it a venom blast, given how there did seem to be small traces of spider venom laced into Peter's shoulder," Hank reasoned.

"Whatever, the point is, she didn't look like she had been aiming to actually hit one of us or something," Janet interrupted, trying to get them all back on track.

Peter put a hand to his chin in thought for a minute, until he added, "There's also one other thing to consider. When Falcon had me at his mercy and was about to finish me off, Jessica was the one who stopped him."

"I'm pretty sure that was Wasp blasting them both," Carol argued, remembering how Janet said that she drove the two away from Peter with a barrage of stinger blasts.

"Well yeah, Wasp got them to back off, but before that, Jessica had jumped in to stop Sam from going on with beating me to death. Not only that, but I heard her shouting for him to not kill me," Peter corrected.

Everyone paused when they heard that. If Jessica really was such a dangerous person, then why hesitate to let Falcon finish Spider-Man off? Most other criminals would not care who died so long as they got what they wanted. Sure there were a few who cared because they had cold feet about it, or because they had a kind of sense of honor to them in very rare cases, but from the sounds of things, it was really hard to tell which of those categories Jessica fell under for sure. Was Jessica one of those few who had a small sense of decency to them despite their less than legal choice in career, or was she the type who would not kill because she did not have the stomach for it? It was really hard to say, until Janet remembered something else that had happened on that rooftop.

"You know…before she and Falcon disappeared, I think I heard Jessica say something," Janet admitted.

"And that would be," Widow prompted.

"It was something along the lines of how none of what she did was personal, or how she wasn't doing any of this because she wanted to," Janet recounted. She then paused to think for a couple of seconds before she added, "I'm pretty sure that she also said that she was not going to let someone take her back if she could help it."

"So what's that mean? She's on the run from someone," Tony asked.

"If she is, the only people I can think she would be running from would be the authorities. After all, who else would a criminal be running from," Carol questioned the room.

"Just because you're a criminal, or even if you're viewed as one, doesn't mean you're just running from the cops," Luke pointed out with a small glare in the blonde's direction, silently reminding her of where he was when they met. It was still a bit of a sore spot with him, after all.

"He's right," another voice said in agreement, drawing everyone's attention, surprisingly, to Hawkeye. "Sometimes, folks who are the run from something are running in an attempt to get away from their problems or something else, and they'll turn to some form of small crime just to make sure they don't end up starving on the streets."

"Do you think that might be the case with Jessica," Steve asked.

"Could be, which is why I'm going to be on whatever team you send out when we find her," Clint insisted, his tone leaving no room for argument.

While Cap just nodded to Clint in response, the four students exchanged a confused look between themselves. From what was just said, it almost sounded like Cap was going to keep them out of this, and they had to know the reason why that would be. Only Janet was brave enough to speak up though, as she questioned, "What do you mean 'whatever team you send out'? Aren't we going to be in on this?"

"You kids have already done enough for now. You identified who the person committing the recent strange robberies is, that she's controlling one of your classmates, and that apparently, she has a few powers that are similar to Spider-Man's in addition to at least one or two of her own. We can handle it from here, so you four stay out of it for now," Widow stated, and she expected that to be the end of it. After all, when she had given these kids orders before, they had always followed them. Part of it was because they were afraid of her, sure, but she honestly did not mind it that much.

This time though, it turned out that would not be the case, because Peter was instantly out of the medical bed he was in, much to Hank's protest, looking Widow dead in the eye, just in time to say, "No."

Once again, the room had dropped into silence. Barely a sound was heard after that, and everyone in the room, be they Avengers or students, were all looking at Spider-Man with surprise written clear across their faces. Not a single one of them could believe what they had just heard, and apparently, Black Widow was chief amongst the disbelievers. It did not show as clearly on her face as it did her teammates, or even in the case of the slightly petrified teens, but you could still tell how obvious it was by how blank her expression currently was. "What did you just say," Natasha slowly asked, her tone evenly controlled but obviously ready to slip at a moment's notice if Peter was not careful in how he answered.

Apparently not even Peter was aware of what he had been doing until it was too late, because he had gone stiff as a board after the fact. When Widow had turned her blank gaze on him and asked that question in the way that she had, he could have sworn that his Spider-Sense was tingling a little, but he knew that he was going to have to answer regardless. "I…I uh…I-I said, no," Peter stuttered, but he quickly cleared his throat before he started to explain why. "You can't just cut us out like that when we're the ones who've figured out so much about this. Besides, Sam's our friend and you can't expect us to just sit here twiddling our thumbs while we wait for you to help him out."

"Yeah, you've done a great job of helping him so far. The fact that he got away from the two toughest and biggest guns on your little team definitely proves that," Tony sarcastically agreed. "Out of curiosity though, how'd that happen?"

"He tricked us into following him to the science lab, saying he had a project for Doctor Pym," Luke started.

"I never gave Sam any projects recently," Hank protested.

"Yeah, we kinda figured that out after he basically threw together a flash bomb that blinded us both long enough for him to get well away," Carol pointed out, absentmindedly rubbing her eyes a bit at the memory of said event. "By the time we realized that he had apparently left the campus, he was already long gone."

"It doesn't matter now," Spider-Man interrupted so he could get them back on track. "Like Cap just said, we can't change what's already happen, but we can make sure we're ready for the next time. Besides, aren't the Avengers all about sticking together as a team and stuff? Well, Falcon's both our friend and teammate, and if we let you guys handle saving him from whatever it is Jessica's got him doing, then we're doing a lousy job of being just a team in general. How are we supposed to be Avengers some day if we can't even get off the sidelines to help out a friend in need? We're part of this, and I don't know about the others, but I'm not just going to sit back and wait. I'm going to do something to try and help, and not just Sam either. If Jessica really is running from something that could spell trouble for her, then I want to help her just as much as I do Sam. That's not whatever weird thing she's done to Falcon talking, that's all me."

The Avengers in the room were a bit surprised by the conviction in Spider-Man's voice, while his classmates all looked at him with varying degrees of awe. After all, it was not every day that someone stood up to the Avengers like that, or even just Black Widow alone. For Carol and Luke, they were both thinking 'Damn, Spidey just did that. He's got guts.' Meanwhile Janet on the hand was thinking something similar, but still slightly different. 'Peter just stood up to Black Widow, and basically told off the Avengers…That's kinda hot.'

The silence did not remain for long though, as Luke was soon moving to stand alongside his friend, saying, "I'm with Spidey on this. You don't bail on your team. You look out for each other. That's something I was actually just saying to Sam the other night when he first met Jessica, and I'm not changing that position now."

Carol looked at the indestructible teen in slight disbelief, but she had to admit, they both had a point in what they were saying, and she did remember what she found out when she first met Luke. It still took about a minute before she finally sighed and said, "I don't know about helping that She-Spider, but I do know that I'm not going to let someone else save Sam's butt when that's supposed to be our job as his friends and teammates."

"I'm with them too," Janet instantly said after that, standing alongside all three of her friends.

The Avengers all stared at the teens in disbelief for a few seconds until they finally turned to Widow, apparently just as worried as their students were on how the former assassin would react to this moment of defiance. For a moment, Natasha just stared at the four, not giving any indication on what she may or may not do to them, until finally, she let out a small smile and said, "Good answer." She then turned to Cap and said, "Well Steve, I think you've got your team for tracking down and bringing in Miss Drew."

"Bringing in, maybe, but we still need to find her," Steve pointed out.

"That might be easier than you think," Carol revealed. She then turned to Peter and asked, "You remember that little science project you were working on for Hank's next class?"

"You mean the tracking device I was developing," Peter asked.

"That's the one. I slipped it onto Sam while he was leading me and Luke to the science lab when he wasn't looking."

"So if Sam's still with her, he'll lead us right to Jessica," Luke caught on.

"Great idea, but there's still one small problem, guys. I haven't gotten it working right. Sure, it does send out a signal, but I can't get it to transmit that signal to my GPS properly. It just keeps cutting out and getting lost," Peter pointed out. He did not want to rain on the parade, but he did have to point out the small flaw in that plan.

"Did you try adjusting the motion vectors," Tony offered in assistance.

"Yeah, but it did no good," Peter revealed.

"How about adding an output level control circuit?"

"Yes, I tried that too."

"Did you try changing the battery," Steve asked. Everyone was instantly turning odd looks to him, and the super soldier could only shrug as he said, "What? Just because I'm from the Forties, doesn't mean I'm completely clueless on modern technology. Besides, sometimes the simplest solutions are the obvious answers."

"As strange as the suggestion is, I did actually try that too, but it was no good," Spidey revealed, his frustration with the failure showing through a little in how his voice gained a small growl.

"Maybe the casing of your GPS is too thick," Janet suggested, drawing the strange looks to her this time, only this time, they were asking for an explanation. "Well from what I could tell, the GPS computer Spidey was using was made of steel, so maybe if it were thinner and lighter instead…"

"It would pick up the signal without any problems at all," Peter finished excitedly. "Janet, you're a genius! I could kiss you right now!"

"Well what's stopping…you…," Janet started to reply in her usual confidence until the words registered in her mind, both her own and Peter's. Apparently they had registered for Peter just as quickly, because he was soon blushing up just as much of a storm as Janet, prompting both of them to turn away from each other so they could avoid the other's gaze. While it may have been awkward for them, for the others, it was actually a little cute, and pretty funny. Well, except for Hank, because he was currently giving Peter that one warning look that all fathers would give to a boy that had a thing for his daughter, or vice versa.

Thankfully, Carol managed to put an end to the awkward moment between the two by snapping her fingers in their direction and saying, "Hey, you two can flirt all you want later! Let's get that casing changed so we can go find our friend and Peter's fan girl."

"Fan girl," Spider-Man questioned.

"Well to be fair, she is calling herself Spider-Woman, and she does seem to have spider powers, so until we learn the whole truth on what her story is, how else do you think we would describe her," Luke pointed out.

Peter nodded in concession of that, and immediately raced out so he could grab the GPS computer from his room and then change its casing, with the others soon following after. They only stopped for a moment so that Cap could tell the kids that Hawkeye would be acting as team leader and they should follow his lead, but that was just a minor pause, and they were all soon rushing off to get ready for Round Two with Spider-Woman, and whatever it may bring when they found her.


"Stupid," was the shrill scream that accompanied the glass that just smashed against the wall of the rundown apartment that Jessica was currently hiding out in, and if that scream was not enough of an indicator, then the way Jessica was muttering certainly proved just how upset she was right now. "Absolutely, completely, stupid! How could you have been such an idiot! Of course some superhero was going to take notice sooner or later, and you only sped it up when you went and used your pheromone powers on an Avenger, of all people. Jessica, you are a complete and utter idiot!"

"Uh, babe, you do remember that I'm not an Avenger yet, right," Sam pointed out, as he watched Jessica pace back and forth across the room, continuing to mutter angrily.

"Yeah, I know. You're a student, but that's basically the same thing in this case," Jessica told him, finally stopping her pacing and instead quickly moving to her closet so she could grab something from it. "If Spider-Man and Bumblebee…"

"Wasp," Sam corrected.

"Whatever. If they have told your classmates about what had happened just now, then they've probably told the Avengers, which means they'll be coming here soon enough, and if the Avengers are going to be coming, that means that they'll be coming too."

"Who's they," Sam asked, now a little concerned, but still averting his gaze as Jessica pulled out an outfit from her closest and started to disrobe so she could change.

"No one you need to worry about," Jessica waved off. "All you need to know is that we need to leave New York and get far away before anyone shows up, and we need to do it now."

"Whoa, whoa, wait a minute! Leave New York? I can't leave just like that. I've got school, my friends, my mom," Sam started to list out, but he was soon silenced when Jessica stopped halfway through putting on her new outfit, leaving it so that she was only wearing her pants and her bra, and then sauntered over to him so she could direct his gaze to her own with her finger.

"I'm pretty sure you're friends aren't going to be too thrilled after hearing how you beat down on Spider-Man, and the same could be said for your standing at your little superhero school. As for your mom, you should just forget about her. Parents aren't good for anything other than making you miserable," Jessica instructed Sam, releasing a little bit of her pheromone powers into him again as she did. Despite how sweet her voice sounded though, even through the haze of pheromones, Sam could still hear a distinct edge of hate laced into her undertone.

"But…but I," Sam struggled to argue. To be more accurate though, he was struggling to argue, because while Jessica's pheromone powers were making it hard for him to think straight, there was still a part of him that could think. The fact that she was currently half dressed at the moment was making that struggle all the harder, as evidenced by how his eyes turned traitor on him and occasionally tried to wander down past her neckline.

"Trust me, you'll be much better off without them. Besides, you'll have me around, so that's got to count for something," Jessica cooed with a wink, even though she noticed how Sam's eyes were wandering downwards. While part of her was a little annoyed by that, another side was actually enjoying how this was allowing her to tease him so easily. "By the way, you can look if you want, but only if you remember that my eyes are up here," she whispered sexily.

When Sam's face turned crimson at her statement, Jessica had to struggle to keep her laughter down. It was not an easy struggle either, because she had not honestly laughed in a long time, but the reason for why his reaction was present at all made it a bit more manageable. To be quite frank, Jessica hated her powers, especially in the case of her pheromone powers. Sure, having the agility, strength, and speed of a spider was great, as was being able to stick to walls, but it did little to erase the memories or pain that having those abilities had given her. Not only that, but her pheromone powers were the ones she hated the most, mainly because she could not always control them. It was usually fairly easy to handle, but if she were to get stressed out for whatever reason, they would start going haywire and affect the minds of the men around her, and occasionally some women too. Not only that, but those same powers made people putty in her hands, sometimes to the point where they would bow and cater to her every whim if they were exposed long enough, and she hated having that kind of power over people. The idea that she could control a person to such an extent, almost entirely robbing them of their freewill, made her sick to her stomach. Yes, she knew it was a little hypocritical of her to feel that way when she was willingly using them in such a way on Sam, but she had to do what she could in order to survive out in the world, and in order to stay ahead of the people who were after her. Like she had said earlier, she was not ever going back to them, no matter what.

That goal was apparently going to be a lot easier said than done, because a few seconds after she had turned away from Sam to finish changing into her new outfit, something crashed through the window and smoke started filling the room. Seconds after, a vast number of armed soldiers suddenly came crashing in as well, all armed to the teeth and ready to shoot at anything that moved. When they did start shooting, their shots harmlessly bounced off of Falcon's wings as he deployed them in a defensive position, and the minute he saw a break in their fire, Falcon took action by swinging both of his wings around in order to take out as many enemies as he could. After knocking out quite a few, and pinning some others to the walls by shooting out some steel quills, Falcon then took to the air as much as he could in the small apartment building and, and flew straight at the nearest pair of thugs, knocking them out the window and down into the warehouse that was next to the building.

When they entered the room, he quickly realized he was surrounded by even more of these strange, black-ops creeps that had just attacked him and Jessica, but that did not slow him down in the slightest. If anything, it just encouraged him to fight on even harder than before, and now that he had more room to move, the Falcon was not afraid to hold back from spreading his wings, figuratively and literally. Even when he was assaulted by a rain of laser blasts and rockets, Sam was able to swiftly maneuver through the air, spinning, flipping, and pivoting in various different ways that would almost make a seasoned airman jealous, and he was not hesitant in retaliating against these guys. That did not mean he was not a little curious as to whom they were, and his curiosity was soon satisfied when he got a glimpse of the emblem that was emblazoned onto the shoulder of the uniform of a soldier he just knocked out. Although to be honest, he did not feel satisfied by the revelation. In point of fact, he felt a very cold chill running from the pit of his stomach and throughout his whole body.

"HYDRA?! Why the hell is HYDRA here and attacking us," Falcon exclaimed, his eyes not leaving the skull emblem with octopus tentacles until the sound of something getting zapped followed by a loud grunt caught his attention and pulled his attention away to see that he was almost hit by another HYDRA agent had it not been for a timely rescue by the woman he was currently defending.

"They're here for me," Jessica admitted, glaring down at the HYDRA goons while she left many in the room stunned by her appearance in her new outfit. This new look left very little to the imagination with how tightly the catsuit seemed to hug her every curve, and was red from her neck to her torso, with a gold spider emblazoned on her chest. The arms and legs were both all black save for a bit of red on the thumbs of her gloves, while her boots were also red as well. Her brown belt had been exchanged for a gold one that circled her waist, and her sunglasses now had red lenses and seemed to be more similar to a set of goggles with how they rested against her face. All-in-all, she was definitely showing just how fitting she believed the name Spider-Woman was for her.

"Well what do you expect to happen when you try to run from us, Subject S01," a chilling, cool voice questioned, making Jessica freeze in fear as she slowly turned to the speaker, along with the rest of the room, while the HYDRA agents all stood down for the moment.

"No. Not him. Anyone but him," Jessica whispered pleadingly, but her prayers went unanswered, because she found her eyes resting on the one person she did not want to come across if or when HYDRA ever caught up to her.

The man was very pale, almost to the point it seemed like he had not seen the sun in years if at all, while a black domino mask covered his crystal blue eyes, and his long brown hair only seemed slightly combed. His outfit was almost all black with some dark blue mixed in here and there, along with red highlights, and he had on metal kneepads along with silver arm guards on his right arm. His left arm was left bare though, allowing the world to see that it was entirely metal, with a red star on the shoulder. Along with the fingerless gloves, he also rounded out his outfit with a brown belt, thigh holster, and leather harness, all of which probably held some variety of weapons like the pistol that he was currently aiming at Jessica and Sam. The only thing that was more terrifying than his appearance was the cold, empty look in his eyes as he stared the two down.

"Don't be so surprised, Subject S01. After all, you're a valuable asset to HYDRA, so it would make sense that they would send one of their best to retrieve you," the man evenly informed Jessica.

"I'm not an asset, and that's NOT my name," Jessica snapped, hoping that she was appearing braver than she actually felt.

"It's the only one that matters now," the metal-armed man retorted, leaving Falcon a bit disturbed with how even his tone was.

"Does someone want to tell me who this guy is," Falcon asked, reminding them that he was there.

"So Subject S01 hasn't told you? Makes me wonder just how much else she's keeping from you and anyone else she's met," the metal arm man remarked. "Then again, I may be something of a sensitive subject for her, considering our history."

"Wait, did you go out with this guy," Sam asked, throwing a shocked look at Jessica.

"He wishes that was the case," Jessica snarled, but it was hard to hide the shiver that went up her spine at the reminder of that time.

"But if you really need to ask, kid, I'm HYDRA's best," the man continued like he had never been interrupted.

"Best what," Falcon hesitantly asked, not sure if he would like the answer. This was someone who worked with a terrorist organization after all.

"Assassin, spy, infiltrator, bomber, and so many other things. The list of things that I'm not is actually much shorter, the first of which being diplomatic and patient," the metal arm man informed Sam, the barest of bare hints of a smirk forming on his face.

"Well then how about you stop wasting my time and give me a damn name to go with the face," Falcon snarled, wings ready to let some form of attack loose on this HYDRA goon.

This time, the man did smirk a little, and while Falcon was left feeling a bit disturbed, Jessica was just reminded of a horrible night that she would much rather forget, and it showed in how she started trembling and backing away a little from the man with a quiet whimper that went unheard due to how the man answered Falcon's question at the exact same moment. "I'm the Winter Soldier."

Just the sound of that name seemed to set something off in Jessica, because she was soon firing out a few venom blasts at both Winter Soldier and the HYDRA troops around them, all in a frenzy state with little to no care of where they were going or what they hit. Sure, most hit their marks and knocked the troops out, but others just skidded along the ground and left scorch marks in the pavement beneath their feet. Some even nearly hit Falcon if he had not raised his wings in self-defense at just the right time. He could not even attempt to get up in the air without risking the possibility of getting hit by Jessica's mad blasting. Winter Soldier on the other hand was barely even batting an eye as he simply sidestepped most of the blasts and ducked or rolled out of the way of others. If anything, he was finding Jessica's rampage amusing, like it was the funniest thing he ever saw, and that made Sam want to hit this guy even more than he already did just because of how he unsettled Jessica.

Eventually, Jessica had sent out her last blast, and finally dropped to the floor panting in exhaustion, but to Sam, it looked more like she was hyperventilating. That concern only grew when she started trying to crawl away from Winter Soldier as he closed in on her, being deliberately slow just to unsettle her all the more. "You just…just s-stay away from me," Jessica tried to threaten, but considering how terrified she was looking right now, along with her terrified tone, you would have to have been crazy to think it would have worked on a toddler, let alone someone like this Winter Soldier.

"Or what? You're gonna zap me again," Winter Soldier asked, sarcastically. He then raised his pistol towards her again, holding her at practically point-blank as he revealed, "Don't worry, darling. This won't kill you, but it will leave you unable to fight back until you're back in HYDRA's hands again."

"She said to stay away, creep," Falcon shouted, charging Winter Soldier when he did, only to find himself caught in the grasp of the HYDRA hit man's robotic arm as a result, and it was proving to be every bit as strong as you would expect, given how Sam could feel it's cold steel choking the life out of him as his neck was squeezed.

"You know it's actually ironic, Subject S01. You took control of this little Avenger brat so you could increase your chances of getting away from us, but all it's really done is give us another new subject. They're probably going to need to implant some control protocols in him like they will you, but he'll probably get it easy. You on the other hand will feel every single, painful second of it as punishment for defying the ones who made you," Winter Soldier then started mocking.

"Leave him out of this," Jessica snarled, finding a little more courage after hearing this creep threaten Sam's life.

"I didn't bring him into this, Subject S01. You did the minute that you hit him with your little pheromones and made him crazy for you," Winter Soldier informed her, earning a surprised look from Falcon when he said that, which Winter Soldier caught. "What? Don't tell me you didn't figure it out already? She's been dosing you up with her little super pheromones so you would do whatever she wanted like a good little dog. That's how HYDRA works. Bringing order to chaos by any means necessary, even if it means making others into nothing but obedient little dogs, and before her little rebellious phase started, she was the best at bending others to her whim just because of that one little advantage."

Falcon was not sure what to think now. He was determined to keep Jessica safe from this guy, but hearing this made him wonder just how much of that was him and how much was her messing with his head. After all, he had attacked his friends without hesitation, so how much of a stretch was it to say that she was using him in the way that Winter Soldier was accusing her of. Any protests or denials that Jessica was shouting at him right then was drowned out for the most part, because he was not sure how much about her he could really believe now. There was one thing for sure that he could believe though, and he was not going to keep it secret. "You're the one who's an idiot if you think my friends and the Avengers aren't going to come for me," Falcon snarled.

"Oh really," Winter Soldier laughed, mockingly. "And what do you think is going to stop us from leaving right now? You? Please, don't make me laugh. You're all alone."

"Guess you hadn't learned the most important thing about dealing with us from your bosses by now: whether they're official or just a student, an Avenger is never alone," someone quipped in reply, drawing everyone's attention to the other side of the room, just in time to see Hawkeye, Ms. Marvel, Power Man, Wasp, and Spider-Man had all arrived on the scene, all geared up and ready for action, with the archer of the five being the one who had spoken.

"What? How'd you guys find us," Spider-Woman asked for everyone in the room who was not with the recently arrived heroes. She was sure that she had covered her tracks so well, but then again, HYDRA had found her, so why should she have assumed that these guys had not found a way to do so as well.

"Let's just say I think I'm going to get an A for my latest science project," Spider-Man proudly declared with an unseen smirk on his masked face.

"You guys on the other hand are getting an F in successful schemes," Hawkeye quipped as he strung an arrow and aimed at Winter Soldier. "Now, let the kid go and move away from both him and the girl."

Winter Soldier's lips quirked upwards a little bit at that. "I can understand Bird-boy here, but why do you care about Subject S01? After all, she's messed with his head and attacked your students."

"Oh, we are not having this discussion again," Ms. Marvel groaned, readying a pair of energy blasts to let loose at a moment's notice.

"Damn right, we're not. We'd be wasting our breaths trying to explain it to a brainwashed HYDRA goon anyway," Hawkeye stated, and he instantly released his drawstring, letting the arrow fly to its target.

When the arrow struck him in his metal arm, sparks went all throughout the metal appendage until Winter Soldier finally released his hold on Falcon's neck, letting the winged hero drop. Seeing that her friend was not going to get his breath back quickly enough, Carol shot forward and scooped up both Falcon and Spider-Woman so she could pull them away, giving everyone else a silent signal to start fighting. Power Man covered most of the group by taking a lot of the shots from the blasters that HYDRA was firing on them, and when he was not doing that, he was either punching or throwing the soldiers around like they were nothing. Meanwhile, Spider-Man was providing an easy distraction both through his jokes and his agility, leaving many of them open for Hawkeye and Wasp to take down with little trouble and plenty of ease.

With so much going on, it was no wonder that everyone missed Winter Soldier recovering enough to pull Hawkeye's arrow out of his robotic arm, and then rolling said arm to make sure it was working properly enough before he joined back into the fight. The first thing he did was try and take out Hawkeye, having dubbed the only actual Avenger in the room as the greatest threat, but the archer saw him coming, and quickly flipped out of the way of the HYDRA assassin's line of fire. Looking to Spider-Man and Wasp, Hawkeye quickly signaled for the two of them to either disable Winter Soldier or distract him long enough to for someone else too, and the two both nodded and went to work doing just that. Winter Soldier just scoffed in amusement when he saw the two animal-themed heroes charging for him, thinking it would be an easy win for him, but his mood quickly changed when he found himself unable to land one hit on either of the two. Sure, he got lucky enough to land a grazing shot on Spider-Man, but none of them were serious enough to remove the web-head from the fight, and since she was so small, Wasp was able to avoid all of his attacks easily.

Seeing that Winter Soldier was distracted, Luke took the chance to charge the guy, aiming to get his fist well acquainted with the HYDRA agent's head. Winter Soldier saw the big guy coming though, and intercepted Power Man's fist with his metal hand, holding Luke in place with an ease that Luke was not expecting. "Sweet Christmas," Power Man gasped. "What's that thing made of? Adamantium?"

The only reply Luke got was an explosive being blasted into his chest, the force of which sent him flying back from Winter Soldier and crashing into Spider-Man. When Wasp saw that happen, she instantly took action and started firing a barrage from her stingers, only for Winter Soldier to wave her off with his metal arm again before firing his pistol at her, and finally scoring a lucky shot that knocked Janet out of the air. Winter Soldier would likely have moved to finish the others, but Ms. Marvel had taken this opportunity to rejoin the fight by blasting him with almost everything she had. The blonde may have been able to knock Winter Soldier down, but she was unable to account for any of his little goon squad retaliating against her, and as such, she did not see one throw a small gravity mine towards her until it was too late. As a result, Carol was pulled down to the ground and onto her knees, due to suddenly being overcome by a tremendous increase in the gravity around her, and it was taking everything she had just to stay up on her hands and knees right then. When Winter Soldier stood up and saw this, he gave a quick nod to the HYDRA trooper who had subdued Ms. Marvel before taking out a collapsible rifle and quickly assembling it so that he could deal with these kids once and for all.

Thankfully, the HYDRA ace did not get the chance to take down any of the kids, because Hawkeye used this chance to fire off a flash-bang arrow that blinded nearly everyone in the room, save for one person who had just gotten his breath back enough to join in on the fight, and Falcon did so with a great deal of pleasure. The minute that he had swooped down, Falcon was dishing out a barrage of kicks, punches, and even slashes with his wings that were making every HYDRA trooper there scatter in a way they were not expecting to have to when facing against an Avenger student that did not have powers like Sam. Even Winter Soldier was having to drop into defensive measures in order to deflect or avoid getting hit by Sam's attack, but only for a short time, because he soon found a chance to retaliate, and did so by getting in close enough to fire a grappling line and pulling Falcon down just before he could lift off again. Sam immediately tried to rise up enough to fire off a quick flurry of metal quills, but Winter Soldier had pinned him beneath his boot before Sam could get too far in that endeavor, and Falcon was quickly staring down Winter Soldier's rifle in more than a bit of fear.

Just as Winter Soldier was starting to pull the trigger, he was suddenly blasted from behind by a blaze of greenish-yellow electricity, making everyone else in the room turned to where the shot had come from. Needless to say, everyone was surprised to see that it was Spider-Woman who had hit Winter Soldier, and judging from how she was charging up another blast, along with the angry look on her face, she was seriously pissed right now. "I told you to leave him alone," Jessica shouted, and she immediately fired off another venom blast that struck Winter Soldier dead center just as he was about to stand up again.

Spider-Woman did not stop with just the one blast though. No, she continued to fire off blast after blast at the Winter Soldier as well as any other HYDRA trooper that tried to attack her in an effort to save their leader, and said leader was barely getting much of a chance to retaliate at all. Eventually though, he gave up trying to go for any weapons, and instead quickly pulled out a small capsule that he threw into the path of one of Jessica's venom blasts. When the capsule was struck, it released a massive cloud of smoke that left the heroes coughing and gasping for breath until it cleared, revealing that every single person involved with HYDRA was long gone while Jessica just stood where she was, panting in exhaustion and a bit of anger at the fact that her target had just escaped. In fact, Jessica was so tired she barely even registered the other Avengers Academy students checking on Sam to see if he was in his right mind again, or how he had confirmed he was with a small joke and a quick apology for how he had been treating them. It was not until Hawkeye finally approached and placed a hand on one of her shoulders that she finally noticed that they were now directing their attention onto her, and judging by most of the looks they were throwing out, she had a pretty good idea what was going to happen now.

"Let me guess; you're gonna take me to jail now, lock me up in some classified SHIELD prison, and all the rest of the usual crap you do to people like me, right," Jessica asked, though from her tone, it was hard to tell if she was really asking a question or not with this matter.

"That depends. Just who are 'people like you'," Hawkeye asked.

"Um, criminals? How else would you describe someone who brainwashed someone and then used him to help her commit crimes," Jessica pointed out.

"Well in the typical sense, that would be a way to describe a criminal, but I don't think that can be applied to you," Hawkeye argued.

"What? Hawkeye, you can't be serious," Ms. Marvel protested.

"Yeah, man. She messed up my head and made me do things that almost got my friends killed," Falcon reminded him.

"I'm well aware of that, and I can guess as to why she did it. After all, someone who screams at you to not kill someone doesn't strike me as the type of person who wants to turn to a life of crime," Hawkeye countered, and from the sound of his voice, he was more than a little sure of that idea.

"Don't talk like you know me or what I've been through," Jessica snapped. Her face and attitude both sobered up a lot after that, though part of it might have been due to how surprised the others looked when she said that. More than that, she was sure that they could all now see clear as day just how much her past had hurt her, and the fact that she was trembling was probably just broadcasting it all the more clearly.

What Jessica was not expecting was for Hawkeye to take a knee and softly encourage her, "Then tell me, because I really don't think you want to be living a life like that, and we do want to help you if we can."

She looked at the archer for a moment, searching for any sign of deception, and when she found none, Jessica finally let down her defenses and started to open up. "My mother died giving birth to me, and my father…he was…bitter about it for a long time, to put it mildly. There were days when he came home drunk, and even when he didn't, he would often look at me in disgust like he blamed me for what happened to my mom. I wish it had stayed at just harsh looks though, but one day, when I was trying to study for a test, he came into my room looking even angrier than usual, and the next thing I know, he was…was…hurting me."

"How do you mean? Did he beat you," Clint asked. He did not want the girl to recall these memories, because he could tell that it was hard for her just in how she had a harder time talking as she went on, but he knew that she had to get all of this out before it ate her up inside.

"Yes," Jessica whimpered, doing her best to keep any tears from so much as forming and just barely succeeding. "It got so bad I had to stay home from school the next day, and he lied and said that I had gotten hurt doing something in the garage. I thought it was just a one-time thing at first, and figured he had just been having a rough day or something. I know now that wasn't any excuse, but I was just a kid at the time and I was scared to say anything in case it did end up being something that happened again. The thing is, it did happen, and he was sober every time, until one night, he came home drunk, and he…he…did things to me."

"Wait. You don't mean," Carol started to ask, barely able to say it herself, since the idea was so sick and wrong in her mind.

Jessica was unable to say the words, but instead just slowly nodded as she said, "It was all happening so fast, and I couldn't do anything to stop it. I was…violated by my own father, and in that moment, I had never been so terrified or weak in my life. I didn't want to feel that way ever again, so I ran away first chance I got. I didn't ever look back, partly because I didn't want to, and partly because I was afraid that if I did, I would see him chasing after me, glaring down at me, and ready to hurt me or…" Jessica was barely able to talk that clearly at that point, given how painful the memories seemed to be, and neither Hawkeye nor the Avenger students could blame her. It was only natural that Hawkeye wrap one arm around Jessica's shoulders while quietly telling her to take a minute to calm down a bit before she went on, and the effort was very much appreciated, because Jessica did indeed calm down a little before she got into the next part of the story. "I had been running for so long that the days started to seem like they blurred together, and I was lucky enough to remember when my own birthday was. Not that it was hard to forget, seeing as that would be the day when the beatings my father gave me were the worst."

"And that's when HYDRA found you, right," Hawkeye filled in.

Jessica nodded in response. "To be more specific, it was when Madame Viper found me. Apparently, HYDRA has a tendency to pick up kids from the street who are either unwanted or just so desperate for something that they'll do anything to get it. When she offered me a chance to become strong, I didn't hesitate at all. I never wanted to be as weak as I had been that night with my father ever again, so of course I was going to take any offer for gaining strength that I could get. I never realized that it would come with a downside."

"W-what kind of d-downside," Janet stuttered, honestly afraid to know but too curious to not ask. She was not really fond of these kinds of stories in general, and considering the direction it was going, she was pretty sure that it was not going to get any better any time soon.

"I ended up becoming a human test subject for their attempts to create their own Super Soldier Serum. At the time, HYDRA thought the best way to do that was by creating an army with spider-powers. Out of all the test subjects though, I was the only one it actually worked on. I've now got spider DNA in my system, along with the ability to stick to walls, shoot bio-electric venom blasts, spider-like agility and speed, and my pheromone powers, all because of HYDRA," Jessica explained. "They really liked that one, despite the fact that I could barely control it, less so back then than now, and they trained me tirelessly for days-on-end to make sure I would be one of their best operatives. Often times, I would even miss out on meals just because I had messed up one or two small things in my training, and when I wasn't doing that, I was being poked and prodded so that they could figure out why I was the only one that it worked on. Eventually they closed the door on it though, figuring that a super spider soldier army was impossible, and I was just trained like any other special operative, or put on ice like some of the more dangerous and skilled ones, like Winter Soldier."

"Why do I get the feeling that it didn't stay that way," Falcon muttered in a way that was almost barely audible.

"Because it didn't," Jessica confirmed. "One day, they pulled me out to say that they were continuing the experiments and needed to find out why it worked on me and none of the other subjects. They didn't explain why, and when I asked, I was just hit with a jolt of electricity while they told me it wasn't my place to question them. It didn't keep me from finding out why the interest in a super spider soldier army was renewed though."

"So why was it," Janet asked.

Jessica just stared at them for a moment before she slowly turned and pointed to one person in the room as she said, "Because of him."

Instantly, everyone was turning to look at who Jessica had singled out, and while it probably should not have come as such a shock, it was still surprising to find who the person she singled out was. "Me," Spider-Man asked in disbelief. "What did I do?"

"You showed up," Jessica half snapped. "The minute that word started getting out that there was a man with spider powers stopping criminals, HYDRA started thinking that it might be possible for their program to work, and it was only further enforced when people actually started getting pictures of you to prove it."

"Not that said proof is all that great. Most of the pictures and videos I've seen are pretty lousy or barely show all that much of him at best," Wasp whispered to herself. Sure, she had seen some of the videos that Tony had found and enhanced to prove that Spider-Man existed, but aside from that, all the others were very lacking in quality.

"So you wanted to avoid being a lab-rat again and escaped HYDRA first chance you had before coming to New York," Hawkeye filled in.

"I'll admit, it probably wasn't the best decision in the world, but it wasn't entirely my fault. I overheard a few HYDRA scientists mention that the subjects in their Super Spider Soldier Program were somehow programmed to be able to sense one another or just others like them; meaning people with spider DNA. I'm not sure if it was to ensure that they wouldn't run the risk of their own soldiers taking each other out or so they could track down any that escaped more effectively, but I do know that they only partially succeeded with me. Yes, I was still able to pick up on others with spider DNA, like I did with Spider-Man and it did draw me to him a little bit for whatever reason, but not to the point where I was able to recognize it right away, or even act to either capture or kill him. All I wanted was to get away and never be weak again, but no matter what happens, I'm still just that pathetic little girl who…who was…"

At that point, Jessica finally broke down and started crying, barely even registering that she had thrown herself into Hawkeye's arms while she did until she felt his arms wrap around her comfortingly while his shirt became damp from her tears. Looking on, the five students could not help but sympathize with her a little, and feel a bit bad for how some of them had thought of hurting her back just because she caused a few problems for them. Yeah, she messed with Falcon's head, but compared to the things that she claimed to have been through, they could not help but feel like that was a small time offense. No one deserved to end up in situations like Jessica had, and especially not at the hands of their own parents, and seeing how much it had broken the poor girl down, they had to wonder why they ever thought of her as being someone who needed to be locked up like a criminal.

All the kids wanted to do now was try and help her somehow, be it to stay out of HYDRA's grasp or to get over the trauma and pain of her past, but not one of them was really sure how to do that. They may not have had easy lives, but compared to Jessica, they had to wonder if they got off lucky. Even Luke could not help but think that he had been a lot luckier than Jessica had, given that his father had remained a good man despite the hard times he had ended up facing, and the idea that Jessica's father had done something so bad to her made Power Man want to go out and find the bastard so he could crush his head with his bare hands. Hawkeye must have sensed this in the kids, or he just felt the same way as them, because he was soon dropping a little bit of a story of his own on them. "You know, despite what you may think, Jessica, I do know something of what that's like," the archer said.

"H-how could you," Jessica hiccupped, barely able to make it so that she sounded angry at that comment.

"You think you're the only one who's run away from home because of a bad parent," Hawkeye asked. "My dad was an abusive drunk who died in a car crash due to drunk driving, and my foster father not only just as bad, he was even worse. When I tried to fight back against him, he tried to run me over with his car. Luckily, I was saved by a passing circus performer who went by show name Swordsman. He then took me under his wing so that he could teach me everything he knows, and that's how I became such a good acrobat and archer. It all ended up spitting back into my face though when I found out that Swordsman and the carnival I had joined were actually a criminal organization known as the Circus of Crime, and I wanted out of it, so after joining them on a couple of heists until they could trust me a little better, I tripped the alarm on the building of our last job together and got us all caught. No doubt Swordsman and Ringmaster still want my head even to this day."

Jessica stared at Hawkeye in awe for a minute. She could hardly believe that one of the Avengers, the team known as Earth's mightiest heroes, had actually had a life that was almost just as rough as hers. It was just too good to be true, and when that was the case, it usually was. That was why she just had to ask, "Why are you telling me this?"

"Because after all of that, someone offered me a chance to make a better difference in the world, and as you can see, I didn't hesitate to take them up on the offer. Now, I'm making you that same offer," Clint explained, surprising Jessica a little. "Jessica, despite how it happened, you've still got the ability to make the world a better place, and you've already proven that you've got the right mindset for it."

"I have? When," Jessica asked.

"Well unless I heard wrong, you stopped Falcon from killing Spidey earlier, and that tells me that you don't want others to die if you can help it," Clint revealed. When Jessica did not say anything to confirm or deny this fact, Hawkeye knew he was on the right track, and continued to press on. "Jessica, believe me, if you really want a better life or even just to help others have a better life, then this is the first step in making that happen. You can come with us, join Avengers Academy, and we can keep you safe from HYDRA."

"Do I have a choice," Jessica asked, thinking that she did not. After all, from where she was standing, her options were either join the academy or go to jail, and she did not like the idea of the latter.

"Of course you do," Hawkeye said. "If you don't want to join Avengers Academy, we can at least do whatever we can to help make sure that you don't have to worry about HYDRA again. So the question is do you want to just keep running and live a peaceful life away from HYDRA and everything else involved in this life, or do you want to take a stand, and show that they can't hurt you anymore by joining us?"

Jessica was amazed to hear this. All of her life, she always thought she never had any options other than what others demanded of her, but now, someone was here offering her a decision on what she wanted to do. It was a little too much for her to take in, but she still managed to keep some form of coherent thought about her so that she could think it over a little. If she were being honest, she did want to get away from HYDRA and have nothing to do with them ever again, but she also knew that Hawkeye had a point in saying that she could make a difference in the world. Maybe that was what she really wanted more than anything: to keep others from suffering the same way or in similar ways to how she had. Eventually, she turned her gaze to the five teenagers that were also in the room, and saw nothing but faces that were either encouraging her or begging her to accept. Well, for the most part anyways. She could not see Spider-Man's face since it was hidden behind his mask, but she had a feeling that his expression was like one of the others.

Seeing all of this, and realizing that there was indeed someone who was able to sympathize with her at least a little, and who wanted to help her without asking for anything in return, Jessica eventually wiped her eyes and looked at them all as she said, "I want to join."

Everyone smiled when they heard that, and after Hawkeye helped her back up onto her feet, they all quickly left the building so that they could return to the academy, all of them eager for the long rest that would be awaiting them when they got there. Though of course, they all knew that there would be other things as well, but they were honestly a little too tired to care about that at the moment. After all, fighting HYDRA terrorists was tiring work, especially for rookie heroes like them.


It took very little time and convincing for the Avengers to let Jessica join the academy, and shortly afterwards, she had been taken to the school's medical facility so that Hank could help remove any remaining HYDRA programming, including the ability to sense others with spider powers. Peter had to ask if she was sure she wanted it gone, considering that it could come in handy in case HYDRA did have others who made it through their little spider-style super soldier program, but Jessica insisted that it was for the best. There was still no telling what else was involved in that particular ability, and she was not willing to take the chance. Neither was anyone else, which was part of the reason why Hawkeye even went so far as to call in Professor Charles Xavier for assistance in making sure that all mental programming was removed from Jessica's psyche while they were heading back to the school. Thankfully, the most powerful telepath in the world was already there by the time the team had returned, and was happy to get started right away.

A few hours later, Jessica was completely free of any HYDRA programming and the spider-sensing ability, and was quickly being shown to her new room on campus by Wasp and Carol, both of which were still throwing her cautionary or uneasy glances every so often. Jessica was not entirely sure why they would be doing so after supporting her joining the academy, but she did have a suspicion or two, and after finally being introduced to her new accommodations in the campus dorm, she finally decided to confront the two on it. "So, any particular reason why you two are acting like I'm going to suddenly pull a fast one on you," Jessica asked just as her fellow superheroines-in-training were about to leave.

Carol immediately clammed up, not wanting to say anything just yet, while Janet on the other hand stuttered for a little bit as if she were trying to hide that she was feeling antsy around Jessica at all. Eventually, the Wasp gave in and said, "I'm telling you right now: if you don't keep your mitts of Spidey or hurt him in anyway, you'll find out just how nasty a sting I can give you."

Jessica had to smile a little in good humor at that, making Janet think that she believed she was joking for a minute, until the spider-powered girl said, "Hey, you don't have to worry about that. Trust me, he might be cute in a geeky sort of way, but he's not my type. Plus, I'm pretty sure he's not interested in me anyways, so that's a few points in your favor."

"Oh. Well…okay then," Janet nodded, not really sure what else to say at that point, until that last bit registered for her. "Wait. Why would it be a few points in my favor if he's not interested in you?"

"You'll find out sooner or later," Jessica grinned with a bit of mischief and a little bit of knowing.

Janet just left the room after that, completely mystified by what Spider-Woman meant by what she was saying, but both of the other girls could see that there was a hint of a small smile on the size-changer's face along with a distinct blush as she left. They both got a good laugh or two out of that for a minute until Carol finally asked, "Obvious to you too, huh?"

"Girl, the only way it'd be more obvious is if they started wearing neon signs that announced it to the world," Jessica chuckled. After finally calming down, Jessica looked to Carol and said, "So, I'm going to go out on a limb here and guess that you're going to give me the same warning in regards to Sam?"

Carol quickly became silent after that, and then said, "No. I-I was just going to say…to say that you shouldn't try anything that would hurt my friends or anyone else here."

"Okay, so then, you don't mind if I do try and steal Sam away from you," Jessica lightly teased.

"Yes, I do mind," Carol quickly snapped, only to recoil a minute later when she realized what she said. "I mean, no, I don't, because he's not mine, so you can't steal him away from anyone. A-and anyway, he's more obnoxious than anything else, so I honestly feel sorry for you about the fact that you even like him that way at all." The blonde then paused for a minute before asking, "Wait, do you like him like that? Or was it all just a ploy to get what you wanted?"

Jessica's smile faded a little before she said, "Well…not all of it was a lie. Some of it was real for me. I just hope I can prove that to him before he finally wises up about his feelings for you."

Carol rolled her eyes at that before turning and saying, "Yeah, you and Janet are going to get along just great based off of that alone."

While the blonde did not say it, Jessica knew that she was basically confirming what the brunette already figured out, and she could not help but smirk in anticipation of the challenge there. She put it aside for the moment though as she headed for the gym, since there were still a few more people here that she needed to talk to about the whole ordeal that she recently put them through. She got a bit lost for a minute in trying to find the right gym, but she did eventually find the one that all of the guys were currently using to get in a quick workout to round out the day. She easily spotted Luke first, which was not difficult anyway, considering he was the only one lifting giant weights that looked like they could be electronically adjusted to any setting, but locating the two she wanted to talk to most took a little bit of extra effort. Eventually, she did spot them both over by one of the punching bags, with Sam throwing a series of blows into the bag while Peter spotted for him.

The moment she spotted the two boys, Jessica stopped in her tracks while her resolve wavered greatly. On the one hand, Sam probably wanted nothing to do with her after learning about what she had done to him, and what she had made him do. It honestly still surprised her that he was just as okay about letting her attend this school as the others were, because she was sure that he probably hated her by now. Then there was the matter of Spider-Man. For the longest time, she had blamed HYDRA's renewed interest in making her a lab-rat on him, and even now, the idea of being in the same room as Peter made her a little nervous. When you add in the fact that she had deduced his secret identity without him telling her, the fact that she had attacked him, and what she had done to his friends, you could definitely see why Jessica was not too eager to approach Spidey any time soon, if ever if she could help it. To be honest, that was a big reason why she had originally come to New York: to seek out the infamous Spider-Man and do something to make him pay for indirectly causing some of her suffering, and she probably would have too had she not gotten to know him a little better. Hey, she actually had been paying attention to what he was saying and doing when he was "interrogating" her at the café, and it was because of that she was able to learn what a kind, honest soul that Spidey was beneath the webs. The reminder of that one fact alone, along with the fact that she was sure that Sam might be of similar character if he was such a good friend of Peter's helped her to gather her courage and finally approach the two.

"H-Hey, you two. Can I, uh…talk to you for a minute," Jessica nervously asked. Okay, so maybe she had not gathered up that much courage by the time she had reached them, but at least it was enough to go up and start the conversation at all. Give her a break.

Sam and Peter both paused in their workout for a minute to stare at her for a few seconds, and after exchanging a glance between one another, they both looked to her again as Sam asked, "Is something wrong, Jess?"

Hearing Sam call her by her nickname made Jessica feel a little more reassured about what she was doing, so she plucked up a little more courage and said, "I just wanted to apologize, Sam, for what I did to you. I was really scared and desperate, but that was still no excuse for doing what I did, so I'm sorry."

Sam just stared at her for a minute, not saying anything and not giving away anything through his expression either, until he finally asked, "Was it all a lie to get me to help you?"

Jessica knew that was coming, and she already had a good idea on how to approach this. She quickly strode up to Sam and pressed her lips to his cheek for a quick peck, surprising the jetpack-using boy a bit even as she leaned back with a small smile and said, "Not everything."

Sam just kept staring at her for a minute before a small smile graced his lips as well, along with a faint blush that drew a giggle from Jessica, and the two probably would have stayed like that had Spidey not reminded them of his presence with a small cough. Upon remembering his friend was there, Sam looked to Peter and said, "While we're on the subject of apologies, I wanted to say I'm sorry too, Pete. You know, for getting a little rough with you."

"Oh, you were getting a little rough," Spidey asked, his tone playful to show that he was not holding it against Sam.

Sam just laughed in response to Peter's joke and said, "Okay, I may have deserved that, but seriously man, even if I was under someone else's control, I shouldn't have done what I did."

"Hey, don't worry about it. As far as I'm concerned, it's water under the bridge," Peter waved off, and the two were soon exchanging a fist-bump to show there really were no hard feelings between the two of them.

Jessica smiled at this little show of friendship, and she would have let them go back to what they were doing before, but she still had something else to take care of before she was done here. "By the way, Peter…"

"Let me guess. You want to apologize for what you did to me? Like I told Sam, water under the bridge," Peter reassured his fellow super-powered teen.

"That's nice to hear, but I was actually going to ask you about something else," Jess clarified, getting both boys' attention. "Back at the café, you said that you weren't interested in me for another reason besides not wanting to go behind your friend's back. Care to elaborate on what that was?"

The minute he heard that little reminder, Peter's face instantly became the same color as his mask, because knew exactly what Jessica was talking about and he did not want to share that information just yet. Still, given the teasingly inquiring looks that Sam and Jessica were both giving him, and the one that he could have sworn that Luke was giving him because he was sure that the indestructible teen was eavesdropping the whole time, he knew he was not going to get out so easily. Realizing this, Peter just sighed in defeat and admitted, "Well…there might possibly…may be…another girl that I really like."

"I knew it," Jessica grinned in triumph. "And I'm sure Janet will be very happy to hear about that."

"I-I never said it was Janet. What makes you think I was talking about Janet? Sh-she's just a friend," Peter stuttered.

"Sure, Pete. We believe ya," Sam reassured his pal, but his sarcastic tone made it clear that was not the case, much to Jessica's amusement.

"Well you should, because I…well, I mean…she's…a-and…"

"Sweet Christmas. Just stop denying it already, will you? It's obvious to everyone here but Janet herself," Luke playfully groaned, proving Peter's theory about him eavesdropping on the conversation.

While Spider-Man just continued to sputter and stammer excuses and denials, the other three all just laughed at their friend's poor misfortune. Eventually though, Peter gave up trying to resist and joined in on the laughter, knowing that things at this school just got a lot more interesting after today.


AN: Well, there's Jessica Drew's backstory and the conclusion of her recruitment to the school. You didn't really think I was going to give her a Spider-Sense when she doesn't typically have one by default, did you? Of course HYDRA was going to have a hand in why she could sense Spidey. As for the whole backstory, aside from her time with HYDRA, I've gotta be totally honest and say that I really know next to nothing about Jessica Drew's life story before she became Spider-Woman. I really made a majority of it up, which was actually a good thing, because I needed to have Hawkeye come in and show the girl that there were others out there who had suffered almost as much if not just as much as her and still came out better for it, and there aren't many better examples of that on the Avengers than the resident archer himself.

Jess: Still kinda think it's a little messed up that I had that kind of story.

AN: Hey, I'm not proud of it either, but for the sake of storytelling, this had to be revealed. That being said, I want to make it clear that Winter Soldier is indeed a teenager like the other Avenger students. Hopefully that was already implied by how his attitude was the typical cold, disinterested, calculating type you normally see from him, but instead a bit haughty, boastful, and typical of that one kid who thinks he's best at everything and should have stuff handed to him because of that. Don't expect that to be the last time he shows up, because he'll be coming back for a future round with the students later in the story, and before anyone asks, yes, he's Bucky, so you can take a wild guess on what that means for his allegiances in the future as well.

Spidey: Anyone else think that some of us forgave Jessica a little too quickly?

AN: Hey, she gave her reasons, and this chapter definitely showed that she was not being the bad guy because she wanted to be. Besides, you're not really one to talk. You tend to forgive others pretty easily all the time. Examples: Kurt Connors, Scarlet Witch, Eddie Brock after he became Anti-Venom (kinda), you're old high school bully Flash...

Spidey: Time out, time out! Connors didn't need to be forgiven because all the bad stuff he did was a result of him turning into The Lizard. Technically, none of that was really his fault. More importantly though, why would I need to forgive Scarlet Witch for something?

AN: Remember House of M?

Spidey: Oh yeah. Never mind then. For those of you who don't know, House of M is basically a huge comic book event in which Scarlet Witch went completely nuts and used her powers to change reality, making what should've been a perfect world for a lot of different people, but ultimately came to an end once everyone's memories of the real world came back, and then led Wanda to a breakdown that caused most of the mutant population to be wiped out. Sorry for the spoilers for those of you who haven't read that yet.

AN: Anyways, if you're wondering about Jess's Spider-Woman outfit, just look up the latest version of it online, or look at the Rank 5 outfit she sports in the Avengers Academy app, and you'll see it in all of it's glory.

Well, with that said, Jess is now part of the team at the academy, there's now a serious love triangle thing going on between her, Carol, and Sam (despite what the last two may say), Spidey had a little more fun poked at him in regards to his feelings for Wasp, and now, all we have left is to see who shows up next chapter. Which we'll find out the minute I say Onto the Preview!...

What starts out as a good day soon turns sour, as the Avengers Academy students end up joining most of the main team on the latest recruitment mission. This time, there are two new potential students, and they've got to go all the way to Sokovia to meet with them. Will these two really be all that eager to join the heroes, or will Madame Viper get to them first? It's going to take a lot to catch up with this fast-moving teen and his strange sister, but maybe the heroes-in-training will have an extra edge thanks to the newest recruits that had just joined the school that morning. After all, one is very good at shaking things up while the other can provide quite a shocking turn of events in a given situation, so it wouldn't be too farfetched, would it? Find out next time, as the adventure at Avengers Academy continues!

Okay, I know that its a bit of a give-away as to who two of the new characters to join the story will be next chapter, especially for anyone who's kept up with the movies of the MCU, or at least saw Avengers Age of Ultron, but just in case it isn't for everyone, try not to mention it in a review so that you spoil it for them. And yes, there will be a total of four characters showing up next chapter, two of which will joining right from the start of things, just to make that clear. If you've watched Marvel's Agents of S.H.I.E.L.D. then you might have already guessed who the other two are. Aside from that though, I'll try not to leave this hanging for too long again, but I make no promises on the matter. So until then...

Please read and review, and I'll see ya next time, fellow true believers!