Disclaimer: I do not own Evangelion, or anything associated with it. I have written this story solely because I enjoy writing.

Disclaimer: I do not own anything belonging to Marvel Comics or anything associated with it. I have written this story solely because I enjoy writing.

Chapter 7: Surprises

Faster! I have to move faster! Spider-Woman hissed mentally, driving her body as hard as she could. Swinging from one webline, launching herself into the empty space between the steel towers of Tokyo-3, only to fire off another line before gravity could claim her. Images of death and destruction, the bodies of children being licked at by flame and ruin, filling her mind.

I can't let it happen! I just can't! Spider-Woman thought hurriedly, checking the time on her HUD. Watching as minutes ticked away until school let out, when Deadpool's promised bomb would detonate.

As the arachnid heroine swung over the streets, the keen scientific mind of Ritsuko Akagi whirred away behind the mask of Spider-Woman. A mind that was even now trying to reduce her situation to a mathematic equation. The speed with which she was moving, the time needed to either track down the bomb or evacuate the children from the school.

Ever the scientist, Spider-Woman thought, almost laughing at herself for her line of thought. Speed of transit, contingencies of an evacuation, probabilities of finding a bomb hidden by a professional psychopath…can I make it?!

A knot tightening in her stomach, Spider-Woman snarled in frustration, partly because of her own fears, and partly because this wasn't a simple math problem. Lives were at stake, including her own, and there was no margin for error. No time to be wasted.

A realization that became more profound when her spider-sense blared, alerting to her the arrival of a new factor to the equation. Or rather, a factor that she thought was no longer active.

Looking about for the cause of the alarm, Spider-Woman gasped in shock at whooshing of displaced air, just before she found a costume figure wrapped about her body. "Ooh, nice!" Deadpool's voice rang in her ears, just as his one of his hands found its way to her chest. "Are these real? I bet they are!"

Flushing with shock and rage, Spider-Woman lost her grip on her webline, and instantly found herself in freefall. Looking wildly about, she spied a rooftop beneath her, and instinctively teleported down towards it.

As the trapdoor effect released her a couple feet above the roof, Spider-Woman curled into a ball and tumbled, allowing Deadpool to take the brunt of the impact. With grace impossible for anyone without spider-enhanced reflexes, she rolled to her feet and turned to face her costumed adversary.

"You?!" Spider-Woman hissed out in disbelief. "But how?! You should be dead by now!! And my webbing -!"

"Oh, does that mean that those nasty little chompers of yours are poisonous? That sure explains the buzz!" Deadpool gritted, drawing a pair of machine guns. "And can you honestly expect some glue to make me to pass up all the fun of kicking your dainty little buns? Puh-lease!"

Pulling the triggers, Deadpool leapt to his side while sending a barrage of machine gun fire at his target. Heeding her spider-sense, Spider-Woman did a backflip and twirled through the air, the combination of her reflexes and warning sense allowing her to weave the deadly projectiles without harm.

"Damn you! I don't have time for this!" Spider-Woman snarled, firing a barrage of AT-Web darts at Deadpool while firing off another webline.

"Then maybe you should clear your social calendar!" Deadpool countered, even as Spider-Woman swung away. Holstering one of his machine guns, he disappeared with a whoosh of air, only to reappear near where the arachnid heroine's webline had anchored. Drawing a sword from his back and slashing the line in one quick movement, Deadpool once again teleported away, even as Spider-Woman was once again in freefall.

Growling in frustration, Spider-Woman once again deployed the webbed gliders beneath her arms, breaking her fall and taking into the air all in one movement. I'll never get anywhere with this lunatic on my trail! she thought grimly, baring her deadly fangs as she once again searched for her opponent. I have to shut him down, and fast!

Scanning the area for her antagonist, waiting for the tell-tale tingle of her warning sense, Spider-Woman soon tensed at the blare of danger in her mind. Banking to the right, she just barely avoided another hailstorm of bullets as Deadpool reappeared.

"Whoo, neat costume! I see you sprang for the spider-suit with all the optional extras!" Deadpool chortled insanely as he drew forth a bunch of small grenades. "Now, being as clumsy as I am, I decided to go with the super-deluxe arsenal! Just in case!"

"Huh? Clumsy?!" Spider-Woman demanded, turning about to get a better position.

"Sure! Just watch!" Deadpool grinned beneath his mask, looking down at the streets. Looking down as well, Spider-Woman let a gasp as she what he was looking at. While she had been distracted by her opponent, a small crowd of people had gathered below, and were watching the unfolding drama of the superhumans battling each other.

Just as Spider-Woman returned her gaze to Deadpool, the crazed mercenary tossed all of the grenades into the air above the crowd. "Whoops! Clumsy me!"

"No!!" Spider-Woman cried out, diving towards the deadly spheroids that were now falling to earth. Her entire focus on the grenades, the arachnid adventuress sent small sprays of webbing out. Thanking whatever divine powers that were watching over her that day, she watched as her many hours of practice now paid off as each blob of web wrapped about the grenades before they could detonate.

As the sounds of muffled explosions reached her ears, the expended grenades thunking to the ground, Spider-Woman was brought back to reality by the warning of her spider-sense. "Hey, no fair gunking up my toys!" came Deadpool's voice, the deadly assassin appearing out of thin air, twin swords in hand.

Caught off-balance, Spider-Woman veered away from the downward slashes. While she was able to avoid the worst of the hit, she was unable to avoid the strike entirely. Two large gashes appeared in one of her gliders, the damaged mechanism sputtering before giving out entirely. Leaving the webbed heroine to tumble about in the air, spinning downwards.

"You mess with my toys, I mess with yours!" Deadpool gritted before teleporting away.

Firing a line of web, Spider-Woman was able to anchor herself to a nearby building. Retracting the intact glider, she went into a fall, which she then turned into an upward swing.

"Aerial Pursuit Mode!" Spider-Woman called out, her tattered costume reconfiguring itself. The nanotech of her suit taking the damaged glider and rebuilding it and its mate into larger, almost bat-like versions of themselves, her costume shifting to sky-blue with white trim, the superwoman regained control and took to the air once more.

"Wow! A one-costume wardrobe! You are some fashion-hound, babe!" Deadpool's voice once again rang out, the devastating mercenary appearing out of thin air, both machine guns blazing death at her.

"My turn!" Spider-Woman snarled, taking aim at Deadpool. Raising her right fist at him, she triggered one of the neuro-relays of her costume, firing a small orb at the mercenary before he could teleport away. The moment it came in contact with him, it exploded into a huge mass of web that spread all over his body.

Letting out a sharp gasp of surprise, Deadpool once again teleported away. Quickly looking about, Spider-Woman watched as he reappeared on one of the rooftops, tumbling about as greenish gas steamed from the synthetic webbing, surrounding Deadpool in a cloud of gas.

"There, that should do it," Spider-Woman gritted in dark satisfaction. Watching as Deadpool struggled futilely within the sphere of sleeping gas, she wondered what would happen first; the mercenary giving in to the intensely strong cables of web, or the gas rendering him insensate.

Out of the two options presented, Deadpool chose number three.

Before Spider-Woman's eyes, her webbing began to hiss, grey plumes of smoke overpowering the cloud of sleeping gas. Within seconds, Deadpool was able to rip himself free of the impromptu cocoon and regain his footing.

"Sorry, webs, no dice!" Deadpool cried out, snatching one of his machine guns up and opening fire.

"What the -!?" Spider-Woman hissed, her frustration and confusion compounded by her spider-sense filling her mind.

"Oh, I'm sorry! Didn't anyone tell you that my costume is loaded with chemicals designed to break down your webbing? Or that it also comes complete with other handy-dandy features like built-in gas filters?!" Deadpool asked, even as his airborne adversary bobbed and weaved, desperately trying to avoid his attack. "I guess somebody forgot to send you the memo!"

"Yeah, I kinda figured all that out for myself!" Spider-Woman growled, firing off several darts of AT-Web, only to have them explode harmlessly as Deadpool did a quick back flip, leaving the projectiles to explode harmlessly.

As soon as Deadpool landed, he resumed firing, never once stopping as he forced Spider-Woman to try and dodge. The webbed heroine hissing in frustration as several of the bullets struck her gliders. Though Aerial Pursuit Mode granted Spider-Woman greater flight speed, the larger gliders had much greater surface area, making them easier targets, as well as reducing her maneuverability. And while her spider-sense continued to offer her advanced warning, Deadpool was too accurate a marksmen for her to ward off all of his strikes.

"I wasn't telling you! I'm sure a bright girl like you has more than enough brains to figure that out!" Deadpool jibed, stopping only to eject the expended ammunition clips. Slamming fresh ones in place, the mercenary grinned beneath his mask. "I was telling the audience!"

"Oh, just shut up!!" Spider-Woman finally shrilled, firing off another barrage of AT-Web darts at her foe. Only to have him vanish from the roof…and reappear on Spider-Woman's back, one of his arms wrapped about her neck.

"But I can't do that! I'm the merc with the mouth!" Deadpool smirked, drawing a dagger from his utility belt. "All my fans expect a certain amount of quippage per battle!"

Reacting on instinct, Spider-Woman intercepted the deadly blade with one of her spider-like arms, her mind working overtime as she struggled to find a way out of this situation. She couldn't afford to waste any more time battling Deadpool. She had only a few minutes to reach the school if she expected to get there fast enough to be able to do any good. And she couldn't afford to ignore him; he was far too deadly a foe to let roam free for any length of time, who could slaughter untold numbers of innocents. Nor could she expect to defeat him quickly; his power of teleportation made him far too maneuverable, and the fact that he had survived her poison suggested that he had other talents at his disposal.

Which really left her with just one option.

"You want a ride, tough guy?!" Spider-Woman growled ferally as she sent all four of her spider-arms into actions, clawing viciously at Deadpool as she sent maximum power to her gliders. Changing course to head for the school, the webbed heroine made for full speed. "Then hang on tight!!"

"Whoa! You're a frisky thing, aren't you?!" Deadpool chortled, apparently unperturbed by the claws that snapped at him. "You must be a real whirlwind in the sack!"

I swear to God, I'm going to kill him, Spider-Woman snarled mentally. I'm going to kill him, if only to shut him up!!

Favoring speed over subtlety, Spider-Woman pushed her costume for everything the gliders were worth, swerving about in the air as her spider-arms continued to claw at her unwanted passenger. Her plan was a simple one; get to the school as fast she could, and hope she could somehow deal with Deadpool before she got there.

"Wow, you sure are a handful!" Deadpool joked, releasing his grip on Spider-Woman's neck as he grabbed hold of two of her spider-arms. Forcing the claws to aim away from him so that she couldn't launch any darts at him.

Gritting her teeth, Spider-Woman looked ahead, and spied another building drawing close. Just from the look of it, she knew that that building was an empty shell. One of the structures that held weapons for the Evangelions. Her eyes widening in realization, she grinned as an opportunity presented itself.

Spider-Woman knew that she couldn't fire any explosive darts with Deadpool so close; even with as little tactical experience as she had, her scientist's mind and long experience in working at NERV was enough to tell her that such a move would do as much damage to herself as it would to Deadpool. Slowing her down that much more. Still, that didn't mean she couldn't form stable AT-Webs.

At this, Spider-Woman used her free spider-arms to quickly form a set of long, glowing stakes. With the stakes still inside the spinnerets of her spider-claws, she jabbed them into Deadpool's lower legs. As the deranged mercenary cried out in pain, she then used the now-free arms to grab hold of his ankles as she angled herself at the building.

"Get ready for some turbulence!" Spider-Woman grinned as she turned her back towards the building, angling Deadpool that he slammed right into the side of it. Savoring the pained grunts the merc's mouth was emitting even as he lost his grip on her other arms.

With Deadpool literally in her grasp and completely at her mercy, Spider-Woman smiled to herself. Now…to try something new, before he can teleport away! she thought, focusing on the stakes that were still embedded in Deadpool's legs. Spikes that she had made to be stable, and yet…

They're made from the power of my soul, my S2 organ, Spider-Woman thought quickly, recalling how the Angels and Evas had to maintain their AT-Fields. If I'm somehow still in contact with them…

Not even bothering to finish this thought, Spider-Woman concentrated on the stakes even as she tossed Deadpool into the building. Looking over her shoulder as the manic merc, who was now tumbling down the side of the building, she grinned in triumph as theory proved correct. The AT-Web stakes exploded savagely, ripping Deadpool's legs apart even as he bounced off of the building and fell to his doom.

There! That should do it! Spider-Woman thought triumphantly, watching as Deadpool tumbled about in midair. Certain that if being dragged against the building hadn't knocked the fight out of him, then having his legs destroyed most certainly would.

Her sense of triumph was shattered when Deadpool once again teleported from sight. Sending her spider-sense into a frenzy!

Stunned by this turnaround, Spider-Woman didn't even have time to breathe before Deadpool once again reappeared, this time right in front of her! His arms quickly snaking about her body, Deadpool once again sent Spider-Woman flying downwards.

"Now, now, cutey! You don't want to end our little date so soon! I haven't even shown you my rash!" Deadpool joked, apparently oblivious to the pain he must be feeling.

Snarling hatefully, Spider-Woman looked at her opponent, examined his ruined legs. Legs that were regenerating before her eyes, scar tissue rapidly forming where the injuries had once been.

"Don't look so surprised, gorgeous! You're not the first girl who's tried to break my legs! Not to mention several other parts of my anatomy!" Deadpool grinned before firing off a punch at Spider-Woman's jaw.

Feeling her teeth rattle from the blow, Spider-Woman reacted ferally, and wrapped her arms about Deadpool, applying all of her superhuman strength to the cause, stabbing at him with all four spider-arms. Digging her claws into his hide, she tore through cloth and flesh with equal ease even as she buried her fangs into his shoulder, ripping out a chunk of his flesh and spitting it out within the span of seconds.

Laughing even as Spider-Woman continued to inflict damage that would have killed a normal man by then, Deadpool reached for dagger and drove it into her back. Her spider-arms occupied, Spider-Woman could only shriek in pain as cold steel ripped through her flesh, her lips twisting into a bloodied snarl as she once again sank her fangs into her enemy.

"Wow! A girl who bites, snarls, claws, and roughhouses, all on a first date! Every man should be this lucky!" Deadpool cackled dementedly, withdrawing the knife and stabbing again. Even as his own injuries healed within seconds.

As pain once again shot through her body, Spider-Woman was snapped out of her rage, the image of children dying reappearing in her mind. No! I can't waste any more time! I have to get there…warn the children!

With that thought, Spider-Woman regained control of her flight, even as she continued to struggle with an enemy whose injuries healed as quickly as they were inflicted. Even as her own injuries healed just as quickly.

All hopes of ending the battle before reaching the school gone, Spider-Woman focused on keeping Deadpool busy, keeping him from killing her before she could reach the school. Hoping against hope that she could reach it in time…


Sighing in pure boredom, Shinji looked out the window of his classroom at the cityscape that lay outside. Basically ignoring his teacher as his lecture shifted from the lesson of the day to yet another commentary about the days before Second Impact had occurred. Which was pretty much part of his daily routine by now.

Glancing about the class, Shinji noticed similar expressions of disinterest on the faces of his fellow students. Asuka looked to be about half-asleep behind her laptop, Toji looked even further along. Kensuke looked to be surreptitiously reading a manga behind his computer, and even Rei and Hikari looked like they would rather be anywhere but in that class.

Returning his gaze to the world beyond the window, Shinji was grateful that the class was quiet, at least. He had never liked loud sounds, or when the other children started being rowdy. So unless something strange happened, or he got a message on his cell phone indicating that he was wanted at NERV, he was basically guaranteed relative peace and quiet.

As it happened, Shinji was in for strange.

Narrowing his eyes in confusion, Shinji focused his attention on something in the skies above the city. There was strange object flitting about erratically above the skyline of Tokyo-3, and as the 3rd Child watched, he saw it grow larger, draw closer. It wasn't long before he could make out some details; it wasn't one object, but two bizarrely attired people flying through the air. One appeared male, wearing a red outfit with black marking, the other female in a blue costume with white markings, and what appeared to be some kind of strange wings on her back.

And although Shinji was no expert, he had seen his share of combat since the day he had arrived in Tokyo-3. And he could tell that the two figures were locked in desperate battle.

"Huh…what the…?!" Shinji got out, his confusion mounting. Then his eyes shot out of their sockets as he realized that, not only were the two figures drawing closer, they were heading straight towards him. And neither one had noticed that there was a large building in their path.

His jaw frozen in shock, Shinji instinctively rose from his seat, his eyes locked on the intense combat. Even as his teacher looked at him disapprovingly, the rest of the children taking notice, the female of the pair seemed to look up. Angling her body and overpowering her adversary, she slowed their flight just before they crashed into the wall.

At the harsh sound of the impact, everyone in the room looked out the windows and stared at the two figures. The female delivered a punishing blow to her opponent's face, leaving jagged tears across the front of his mask, before looking inside.

"Listen to me!" the female cried out, who had to be the Spider-Woman Shinji had heard Misato talking about before. The one from the newspapers. "There's a bomb somewhere in the school!"

"What?!" someone cried out, even as Shinji stood there and watched as Spider-Woman took a blow from her opponent. The air was soon filled with confused voices as the other children and the teacher gaped.

"A bomb!!" Spider-Woman screamed, just before taking another blow to the jaw. "Get out of there! Now!!"

"That's enough of that!" the man in red and black countered, slashing at Spider-Woman with a dagger. Bracing himself against the wall of the school, he got his legs between him and Spider-Woman and started pushing her away. Looking over his shoulder at the people in the class, the man seemed to smile beneath his mask. "And kids, don't worry! If you somehow manage to avoid getting blown to pieces, I'll be sure that you all get my autograph!"

The man than succeeded in forcing away Spider-Woman enough to get loose. The two of them then fell out of sight. As if this was signal, most of the children rushed to the window, drinking in the sight of combat.

"What are you doing?!" came the incredulous voice of Hikari Horaki. Looking about, Shinji saw the class rep standing near the door. "Didn't you hear the part about the bomb?! We have to evacuate immediately!"

Snapped out of their trance, the rest of the children looked up at Hikari, even as the adrenaline began hitting Shinji's bloodstream that much harder. His normal worries and fears slid away, and training and impulse took their place.

The situation called for action. And with the course clearly set before him, Shinji started acting. Going up to the door, he gestured for the rest of the children to follow. "Come on! We have to get out of here!"

This was all the incentive the rest of them needed, and soon the rest of them were rushing for the door. Racing for their lives, against a clock with an unknown amount of time left on it.


Feeling every bump as she tumbled to the ground, Spider-Woman watched as Deadpool fell as well. "Basic Combat!" she cried out, her enhanced gliders no longer of any use. By the time she came to the ground, landing effortlessly on her feet, her costume had returned to its standard red and blue.

"Well, this sure has been a lot of fun!" Deadpool grinned, jerking his thumb towards the school. "Of course, you do realize that you just led me to a whole lot of pint-sized targets to shoot up, don't you?"

"Who says you'll have a chance?!" Spider-Woman demanded, taking a battle-ready stance. Looking at the time displayed on her HUD, her grin deepened. "We have five minutes before your bomb blows. The gives everyone more than enough time to escape. And as for you…you're not gonna be shooting anyone! I'll make sure of that!!"

"Hmm, nice speech. Too bad there are three things wrong with it," Deadpool grinned, holding up his left hand. "One, I can still shoot at you. Your grammar needs some work," Deadpool commented, sticking a finger out for each item on his list. "And three...my bomb won't go off in five minutes."

"What?" Spider-Woman got out, confused by this declaration. "But…you said that the bomb would go off when school let out!"

"Ehhh! Wrong!" Deadpool countered, making an obnoxious buzzer noise. Then he reached his right hand into one of his many pockets…and drew out a tiny, brass bell.

"I didn't say anything about the bomb exploding when school let out. I said that the bomb would go off just in time for the bell," Deadpool chuckled, dangling the tiny object before Spider-Woman's eyes. "This bell."

He then shook the bell about, the tiny object chiming merrily in his hand.

Moments later, deafening explosions rang in Spider-Woman's ears. Turning to look at the school, the webbed adventuress gasped in horror as plumes of fire and destruction spewed from the many windows of the school, flames wrapping the building in their deadly embrace.

Her face frozen in horror, Spider-Woman then swiveled about to look at Deadpool, who was laughing mockingly at her. "There? See what happens when you don't make sure of your facts?! You get bit in the ass, that's what!!" Even as Spider-Woman stared at the deranged assassin, he looked back at her and threw up his arms. "Just think about it! Barbecued kid-kabobs! All we need is some wine and the mood will be perfect!"

A snarl twisting her features, Spider-Woman's blood then burned with rage as she charged her adversary. "You…you monster!!!!" she shrieked, cocking her fist to deliver a crushing blow to Deadpool's face. Only to find herself punching through empty space when he once again teleported.

Staggering off-balance, Spider-Woman quickly looked about for her adversary, only to see nothing. Her spider-sense was still buzzing, but she was unable to tell if it were just the fire, or if Deadpool was still nearby.

I can't afford to assume that he's taken off, Spider-Woman decided as she focused her attention on the towering inferno that had once been a school. But there's no time for him, now! I have to help the children…if I still can!

Springing towards the school, her spider-sense buzzing that much more intently, Spider-Woman then leapt through the door. Feeling the intense heat of the fire stinging at her through her costume.

"Inferno Mode!" Spider-Woman called out, her costume once again shifting about her flesh. The fabric shifted to red and white, while her mask covered up her mouth and hair completely, filters forming to protect her from the smoke. The sections of her costume about her shoulders, chest, forearms, and legs inflated somewhat, forming buffers between her and the heat.

Relieved as wave of cool air circulated about her body, protecting her from the heat of the flames, Spider-Woman proceeded into the building, scrutinizing her HUD. Scanning for any sign of the people inside, for the children.

C'mon, where are you?! Spider-Woman shrieked within her own mind, even as she heard the sound she had been searching for. The sound of children coughing, crying out miserably through the smoke even as they trudged through the fire and chaos.

Heading in their direction, Spider-Woman soon found herself confronted by several children, as well as young woman who had to be their teacher. Stopping to cough and consider the costumed figure before her, she looked pitifully at the webbed heroine. "W-what...who are…?"

"There's no time to explain! Just get the children to safety! And be careful! There's a madman out there somewhere, and he's armed!" Spider-Woman explained, placing her hand upon the teacher's shoulder.

Her tearing eyes widening, the teacher coughed again. "But then…what should we…?!"

"Just get to someplace sheltered! I have to make sure that everyone gets out!" Spider-Woman spoke tersely. Then she looked at the children. Children so much like the ones she herself had once abused.

Smiling sadly beneath her mask, Spider-Woman looked the woman in the eye. "Please, take good care of them," she pleaded, giving the teacher a gentle squeeze on her shoulder.

The teacher just looked at Spider-Woman for a moment, then nodded resolutely. Gesturing for the children to follow, she said, "Come on! Just a bit further!" She then continued onwards, the children following quickly, only pausing to dart curious looks at the costumed figure.

Please, be safe, Spider-Woman thought as she watched the children depart. Then she continued onwards, pushing as hard as she could through the flames.

Time and again, she found teacher's escorting children through the deadly red tongues of flames, and each time, Spider-Woman warned them of the potential danger lurking outside the building. When there was no sign of anyone left on the first floor, the arachnid adventuress leapt up the stairs, encountering even more children escaping. Again, she warned them and their teacher, and continued onwards, unable to shake the feeling that something was odd.

There's so little damage, Spider-Woman finally realized as she scrutinized the structure. There's a lot of fire, but aside from that, everything looks mostly intact. And there's no way a single bomb could cause so much fire throughout the school!

Hearing more cries of fear coming from above, Spider-Woman was shaken from her thoughts, just before she started moving again. Whatever's going on, I can figure it out later! she scolded herself, knowing that, while the damage done was apparently minimal, the flames and smoke could still be lethal. And unless I'm hearing wrong, there are still more children upstairs!

With this thought spurring her onwards, Spider-Woman rushed to the next floor, and found herself confronted by the worst of the blaze, her ears filled with fearful cries. Running through the halls, the webbed adventuress ran through the flames like they weren't even there, her suit insulating her completely.

If this thing decides to malfunction now… Spider-Woman thought warily, only to stop the thought before it could complete itself. There was no time to worry about vague possibilities. The children were in danger.

Nothing else mattered at that moment. Not even her own life.

It wasn't long before Spider-Woman caught sight of the children whose desperate cries had drawn her there. Trapped in the middle of hall by a ravenous wall of flame, forced to curl away from the red death while choking miserably on the smoke. Surrounding an old man who looked lost in the chaos of the blaze.

Gritting at sight of the innocents who had been embroiled in death and destruction at the whim of a madman, Spider-Woman shouted, "Hang on! I'm coming!" Not even bothering to wait to see if they had heard her, the costumed warrior began spraying a fine layer of webbing upon the floor, smothering the flames beneath it. Forming a safe path through the fire, Spider-Woman ran to the children.

"Is everyone alright?!" Spider-Woman demanded, surveying the terrified youths.

As they stared at her, one bespectacled boy with light brown hair gasped in shock. "Oh, wow! You're her! Spider-Woman!"

Almost laughing at the boy's obvious enthusiasm, Spider-Woman gave a quick nod. "Look, there's not much time! The fire is spreading fast, and the man who caused the explosions is still somewhere in the area!" Watching as her words sank in, Spider-Woman scrutinized the faces. Only two of them seemed familiar; a freckled, pigtailed girl she had seen at the party for Misato's promotion, and Rei Ayanami.

Before she could even wonder where the other pilots were, a tall, athletic boy cried out, "Wait! We can't leave Shinji here!"

"Shinji?!" Spider-Woman replied.

Nodding as she coughed fitfully, the pigtailed girl elaborated. "He went back for a friend of mine! He's still back there!" With that, the girl pointed back down the hall.

Her resolve deepening, Spider-Woman looked down the hall before returning her attention to the children. "I'll go find him and your friend! Just get out of here while you still can!"

Placing her hands upon the girl's shoulders, Spider-Woman hustled her down the path she had cut through the blaze. Motioning for the rest to follow the girl, the costumed woman rushed down the hall, her suit once again insulating her from the rampant inferno.

Quickly checking the classrooms as she ran, Spider-Woman turned the corner of the hall, and it was then she found the missing children. As well as a section of the hall that had completely collapsed, the flames burning heavily around them. Despite this, Shinji was struggling with a section of collapsed debris, trying to pull it away from Asuka, who lay pinned beneath it.

How can anyone who's so quiet one minute be so brave the next? Spider-Woman thought incredulously. Then, shaking off the stray thought, as she ran towards the two children.

"Are you two alright?!" Spider-Woman as she knelt down before them.

Shinji looked at the costumed figure, gasping in surprise. As for Asuka, her face was filled with terror. "Hurry! You have to get me outta here!!"

With a quick nod, Spider-Woman hefted up one of the beams that held Asuka trapped, and effortlessly lifted it away from her. At the same time, she began grabbing at other smaller chunks of detritus with her spider-arms. Once Asuka was free, the arachnid heroine gave her a cursory evaluation.

"It doesn't look like anything's broken," Spider-Woman commented as she brought Asuka to her feet. "Look, you two, we have to get out of here right now!"

"But how?!" Shinji asked, his wide eyes reflecting the crimson destruction that blocked their road to safety.

Quickly running down her options, Spider-Woman found them dwindling quickly. Especially with Deadpool lurking about somewhere outside, with the rest of the children making their way outside.

Making her decision, Spider-Woman grabbed both of the children, and placed them over her shoulders. "Hold on, you two!" she cried out, tucking them as close to her body as she could, just before she once again warped space about her.

The spatial trapdoor exiting just outside of the school and somewhat above the ground, Spider-Woman fell to earth. With impossible grace and ease, she landed on her feet, the two children she carried unruffled by the impact.

Her heart pounding in her chest, Spider-Woman remained crouched in place for a time. Then, as the adrenaline in her veins subsided enough for her to relax a bit, she let out a sigh of deep relief before allowing Shinji and Asuka to get back to their feet.

Raising her eyes to look at the children, who now stood there, staring at her in confusion, Spider-Woman smiled beneath her mask. "Are you two alright?"

"Huh? O-oh, sure!" Shinji responded nervously. "Right, Asuka?"

Asuka gave Shinji a sour look, her terror gone with the passing of the danger. "Oh, I'm just great, baka! The school gets torched and I nearly got killed back there! So sure, I'm just fine!!"

Knowing Asuka well enough to realize that her whining was a sure sign that she was perfectly fine, Spider-Woman stood up. Looking about, she saw many other children, as well as some adults standing outside the school. All of them looked somewhat worse for wear, but there no serious injuries that she could see.

"Hey, it's her!" came an excited voice. As Spider-Woman turned to look, she saw several children rushing up towards her, led by two particularly enthusiastic boys. "Oh, wow! That was totally amazing, you know that?!"

Chuckling at the bespectacled boy's excitement, Spider-Woman looked at him. "Well, if you insist," she replied, still feeling a bit silly, despite the deadly circumstances.

"It sure was great how you got us out of there!" the boy went on, taking in every detail of her form and figure. "Say, how'd you get through the fire so easily?"

"Heat-resistant suit," Spider-Woman answered with a shrug. "That, and a bit of luck."

"What?!" Asuka spoke up in a whining tone as she stared at the skintight outfit that looked totally sexy, despite the inflated pads. As Spider-Woman looked at the redhead's pitiful expression, she could almost see her thinking back to when she had worn a far different heat-resistant suit. And found herself resisting the very idea very loudly.

"Basic Combat," Spider-Woman spoke, getting back to business. Even as her costume slowly reverted back to normal, eliciting gasps of surprise and delight from the children. "Listen, you have to get out of here! The man who bombed your school is still out here somewhere! He's heavily armed, and extremely dangerous!"

"You forgot to mention I'm a genius with the bagpipes!" came an all-too familiar voice. Feeling her hair stand on end, Spider-Woman looked about, and saw her enemy standing atop an armored truck. He at least a block away, his voice amplified by the microphone he held in his hand.

"Deadpool! You monster! Why are you doing this?!" Spider-Woman snarled, gesturing at the children, stinking of smoke and coated with soot. "If it's me you want, then why blow up the school?! Attack the children?!"

"Hey, I was just doing a job! Namely, driving you buggy! And looks like I've earned a bonus in that department!" Deadpool cracked as he bent down…and hefted up massive rocket launcher in one hand. "You've played a great game, legs! But we're still tied! Guess we have to go into overtime!!"

Bracing herself for action, Spider-Woman watched as Deadpool took aim at her…only to shift his weapon's sights to her left. Looking over her shoulder, the webbed heroine's heart all but stopped when she saw the clustered children standing a distance away. Still standing there, in shock after everything that had happened. And too stunned to even move, let alone run.

"Alright, kiddies! Screaming to begin…now!!" Deadpool shouted as he pulled the trigger. From the muzzle of his weapon spat out a series of rockets that roared towards their helpless targets.

Her spider-sense screaming, time seemed to slow to a crawl as Spider-Woman leapt towards the children. Fear squeezing her heart tight as she flipped through the air. "Samurai Mode!" she cried out just before she alighted between the helpless teens and the lethal projectiles.

"Warning. System overload has occurred. Costume modulation disabled. Warning. System overload…" was her costume's response.

What?! Spider-Woman thought, her horror deepening. She then realized that her costume had needed more time than usual to change back from Inferno Mode. Dammit! The heat from the fire must have done something to it!

Looking at the missiles that were now rushing towards her, spread out over wide area, Spider-Woman struggled to ignore her spider-sense, which screamed incessantly for her to escape. A scream that grew more intense as the missiles fragmented, releasing hundreds of tiny warheads at them. Far too many for her to block, or to intercept with her webs.

With this realization, Spider-Woman that she had a choice. She could escape with her life, leave the children to die. Or die saving as many as she could.

And after all the sins she had committed as Ritsuko Akagi, cowering away in the depths of NERV, vainly pretending that her efforts made her loved, it was ultimately no choice at all.

Gritting her fangs, ignoring the screaming in her mind, Spider-Woman raised up her hands out to her sides, sending out sprays of webbing. Trying to form a barricade between the children and the deadly onslaught. Fighting down the urge to run, not even bothering to try and shield herself. Knowing full well that she would die for those she had once put in harm's away.

Mere moments before the deadly metallic barrage could reach her and the children, Spider-Woman doubled over with pain. Clutching at her stomach, she felt her veins filling with fire. Her heart thundering within her chest, she squeezed her eyes shut as an agonized groan tore free of her lips.

Just as her spider-sense fell silent, its warning blares replaced by the sounds of explosions.

Several seconds passed before the pain finally subsided, seconds in which Spider-Woman could only stand there. Listening as the roar of explosions was replaced by sounds of astonishment voiced by many children. Unable to understand why she was still breathing.

What the…? Spider-Woman thought as her rational mind recovered, the suspense and confusion becoming too much to bear. Feeling like she would go mad from it, she slowly stood up, opened her eyes…and gasped in awe.

Standing before her and the children was a shining web of orange light, pulsating beautifully as the smoke of spent warheads subsided. Leaving them all completely unscathed.

An AT-Field?! Spider-Woman gasped mentally, staring at the impossible barrier in stupefied shock. B-but how?! I…I was never able to create one before!

As the AT-Field suddenly dissipated, Spider-Woman slowly shook her astonishment away. Quickly surveying the area, she saw that all of the children remained unharmed. All except…

Wait…what about Shinji and Asuka?! Spider-Woman wondered, panic fogging her thoughts as she whipped her head towards them. Only to gasp in relief as she saw Shinji pick himself up, having shoved Asuka and the other children to the ground.

"Aw, man! Talk about a no-hitter! I guess it's time for me to hit the showers!" Deadpool cried out over his bullhorn. "But don't worry! I'm sure we'll be seeing each other again real soon!!"

Turning to look at the madman who had come out of nowhere, who had caused so much terror and pain seemingly for no reason, Spider-Woman hissed in sharp fury…and once again, she saw him.

Gendo Ikari. Standing over her, a cruel smile tugging his lips. Reminding her that she was his pawn. His puppet. A thing to be used until he finally threw her away, just like everyone else in his life.

"No…" Spider-Woman hissed out, her veins once again throbbing with hate, with power. "You're not getting away. You're not going to hurt anyone ever again!"

With each word she spoke, the feeling of power in her body increased, her spider-arm's taking on a greenish cast as the same color crackled about her clawed hands. The light pulsating in tune with her heart, her hatred.

"Do you hear me?!" Spider-Woman shrieked, maddened by all the hurt she had ever felt, had ever inflicted. She bent down slightly, green lightning crackling about her spider-arms even as she raised her human hands towards her enemy. "Never again!!!!"

With these tortured words, the crackling green light that played about her form leapt away from her, dancing about the ground as it surged towards the armored vehicle. Slamming into it dead-on, rippling across the metal in a wave of devastation. Deadpool was heard howling in pain, convulsing madly from his perch, just before the armored vehicle exploded in a plume of flame.

As the remnants of the armored van flew up into the sky, Spider-Woman could stand there, every breath she took heavy with fear, rage, frustration, and confusion. Feeling her body shaking from the adrenaline that still coursed through her. And in awe at the strength of the strange that had torn its way free of her.

I've never…felt like that before. I… Spider-Woman thought wearily, raising up her clawed hands to stare helplessly at them. Just before she turned her gaze at the shattered van. What's…going on? How'd I…?

"Are you alright?!" came Shinji's frightened voice. Stirred from her thoughts, Spider-Woman looked towards where the boy was now getting to his feet, even as helped his friends.

"What do you mean, am I alright?!" the bespectacled boy cried out, his face one of patent dismay. "I just saw a costumed babe launch this super-awesome attack, and I didn't even have my camera!"

Costumed babe? Me? Spider-Woman thought incredulously, barely able to think as she recovered. Then, shaking her head free of the cobwebs that had filled it, she headed over to the four children, and gave them a quick looking over.

"Well, other than that…it looks like you're in pretty good shape," Spider-Woman noted as she helped them up with all six hands.

"Wow! Those arms of yours sure are cool! And…hey! Are those fangs?!" the spectacled boy grinned excitedly, drooling as he took in every detail.

Rolling her eyes upwards, Spider-Woman couldn't help but chuckle. I wonder if you would think it was so cool if it happened to you? she wondered, her fears chased away for the moment.

But only for a moment. For even as she looked at the earnest children, the scientific mind of Ritsuko Akagi kept flashing back to her sudden ability to use an AT-Field, as well as her energy projections. As well as the intense pain she had felt shortly beforehand.

I have to get back to NERV, run some tests. Find out what's happening to me, Spider-Woman decided, grimacing at the thought.

"Listen, I have to get going. This city is never quiet…and I have to make sure that Deadpool didn't get away," Spider-Woman announced.

"Deadpool? You mean whacko that shot at us?!" demanded the tall, athletic boy. "But he had to have been fried with the van! Right?"

"There's no harm in making sure," Spider-Woman thought, recalling all the times she had thought Deadpool defeated. Only to have him pop back up again, ready for more.

"Well, okay," came Shinji's quiet voice. "Oh, and…thanks for saving me and Asuka."

Stopping in mid-step, Spider-Woman smiled before turning about. "It's no problem, Shinji. I was glad to…"

"Huh?!" Asuka started, staring in shock at Spider-Woman. "Hey! How'd you know the baka's name?!"

Freezing on the spot, Spider-Woman practically slapped herself in the face as her own mouth betrayed her. Stupid, stupid, stupid!! she shrieked at herself. After all the things you have done to keep your identity secret, you blow it just like that?! What in God's name were you even thinking?!!?!

Watching as the children just stood there, looking at her expectantly, with Shinji's face looming closest of them all, Spider-Woman did her best to put on a brave face…and essentially faked it.

"Well…how can I not know about you?" she spoke slowly, kneeling down to look Shinji square in the eyes. "The pilot of one of the Evangelions…and the young man who saved my life."

"Huh?" Shinji squeaked out, his eyes widening in shock. "I-I…saved you?!"

"That's right," Spider-Woman spoke truly, smiling as she thought back to the day when Shinji had first come to Tokyo-3. When he had first piloted the notorious purple destroyer in battle, and had the world in the process. The first of many times. "I won't go into it now, but know this. If it weren't for you, I wouldn't be here right now."

His mouth slightly, Shinji could only watch as Spider-Woman stood and turned away. Turning to look over her shoulder at him. "Until next time," she smiled, activating her gliders and lifting away from the earth. Her ears more than sensitive enough to hear two other male voices demanding how Shinji knew such a hot babe.


It wasn't long before Ritsuko saw Shinji again, but as herself, not as Spider-Woman. And when she saw him, she wasn't talking to him directly, but as she went about her duties as Head Scientist of NERV, performing one of her various experiments as the children sat in the Test Plugs. Listening as various facts and figures were spoken, all while being observed by two relative strangers to NERV.

"Most impressive, Major Katsuragi," came the gentile voice of Wilson Fisk, the large man watching with an air of pure satisfaction. "Would you not agree, Harold?"

"Huh?" came the much more mild voice of Harold Osborn, as he looked from the activities of the people there to Fisk. "Oh, sure. Of course. Very…impressive."

"Yeah, I suppose it is," Misato replied, wearing her usual concerned expression as she watched the experiment take its course. "Of course, I'm sure it would be more impressive if I actually understood what was going on!"

Fisk's response was to laugh jovially. "Perhaps. But one needs not be a scientist to recognize precision and efficiency. Something the rest of the Marduk Institute will surely appreciate," he spoke earnestly, his eyes not missing a thing. "I must admit, I had my concerns about how well things would function in the wake of Ikari's demise, but such doubts are now a thing of the past."

"I see," Misato replied, eyeing the large man evenly. "Then I take it you will be leaving soon to report to them?"

"Not just yet," Fisk answered easily. When Misato frowned at this, Fisk continued to smile. "Part of my duties at the Institute is to find promising candidates for Evangelion pilots. And seeing as work is nearing completion on Eva Units 03 and 04, it will soon be necessary to recruit some…new talent to pilot them. And as it happens, I have word of some very likely prospects here in Tokyo-3.

"Really?" Misato wondered, a suspicious glint in her eyes. "And you intend to interview them yourself?"

"I feel I owe to the children," Fisk answered instantly, his eyes raising somewhat. "Despite the fact that what we do is born out of necessity, the fact remains is that we are placing the onus of duty, of war, of the very survival of every man, woman, and child on the planet on shoulders far too young to be bearing such burdens. And every time we do so, I feel as if it is my very own son that I place in harm's way." Fisk then turned his large head to look at Misato, a genuinely caring look coming to his eyes. "If we are to do such a horrible thing, I will not act through an underling. I will not send some errand boy to do my bidding. I will look the youths we invest with our hopes, prayers, and sorrows square in the eye, and explain why we do such things. As a father myself, I can do no less for them."

Ritsuko could almost feel Misato's expression softening, even as the purple-haired woman looked away. She could also feel the danger lurking just beneath Fisk's words.

Deciding it might be a good idea to break the spell the charismatic man was weaving over her friend, Ritsuko thought of another topic that needed addressing. "By the way, Misato, I almost forgot to ask, but…which dress are you wearing?"

"Huh?" Misato started, looking blankly at her friend.

"You know," Ritsuko smiled, turning about to at her. "For the wedding?"

"A wedding?" Harry started, looking at the women in surprise. "There's…going to be a wedding?"

"Oh, that's right! I almost forgot about that!" Misato started, practically slapping herself in the face. She then turned to the two men overseeing the experiment. "Some of our friends from college are getting married tomorrow. I guess…with everything that's been happening…"

"Perfectly understandable, given the events of recent and your duties here, my dear," Fisk nodded understandingly. He then took a deep breath of longing. "So, a wedding, eh? I remember my own wedding as if it were yesterday. And my beloved Vanessa. Ah…such were the days…"

"Anyway, let's see…I wore the pink suit for Kyomi's wedding, and that dark-blue dress for Kotoko's shower…" Misato mused, mentally reviewing her various outfits.

"What about that orange one?" Ritsuko wondered. "I haven't seen you in that one lately."

"Oh. The…orange one?" Misato frowned, her eyes squinting shut from embarrassment. "Well, actually…there's a reason why I haven't worn it…"

"Putting on a little weight, are we?" Ritsuko teased, knowing exactly which of Misato's buttons to push.

"Oh, thanks a lot, Rits!" Misato growled, folding her arms in front of her.

"Oh, I don't think that's it," Harry murmured, looking almost bashfully at Misato. "I think you look great."

"Well, it seems that this talk of weddings has stirred your interest, young Osborn. It's been some time since I've seen you so forward with a woman!" Fisk declared, clapping the younger man on the shoulder. Then he gave meaningful look at Misato. "Or perhaps it's the Major that excites your interest, hmm?"

"Uh…" Harry replied, blushing as he looked away.

While Misato was considering the both of them, Ritsuko was looking over the results of the experiment. "Alright, we're done. You can take off now. Good work," Ritsuko spoke, her voice carried to the Test Plugs by the comlink.

"It's about time!" Asuka shot back. "All these stupid experiments are getting on my nerves!"

"By the way, Misato," Ritsuko started, looking her friend in the face. "How's Shinji doing? I heard about what happened at the school, and…"

"Well, he and the rest of the children are fine. Thanks to that Spider-Woman," Misato returned, her concern plain for anyone to see. "Still…with tomorrow…"

Taking in a deep breath, Ritsuko nodded. "Yeah. Tomorrow."

Once again looking about in confusion, Harry looked at Misato. "What's going on? Is there something else going on tomorrow?"

"Yeah, you could say that," Misato answered somberly. "I'll…explain it later. It's…kind of sensitive."

"Nothing to do with the wedding, I hope," Harry spoke earnestly.

"No, not really," Misato frowned, her gaze falling to the floor.

"By the way, Commander Osborn? Mr. Fisk?" Ritsuko started, moving over to them. "If it's not trouble, there's an…important matter I've been wanting to discuss with you. In private."

"Why, it's no trouble at all, Dr. Akagi," Fisk smiled, bowing slightly. "Please, lead the way."


A short time later, Ritsuko was seated behind her desk in her office, with both Fisk and Osborn sitting opposite of her. "Well, then, Dr. Akagi, what is you wish to discuss?" Fisk demanded, some of his gentlemanly airs slipping away, hinting at the fangs and claw that sat behind them.

Noting the irony of such thoughts, Ritsuko never faltered as she looked at the two of them. "It's about Rei Ayanami, the 1st Child," she began. "In our…discussions, you never said anything about her."

"Rei?" Fisk spoke with an air of befuddlement. Then his eyes lit up, a knowing smile curling about his lips. "Ah, yes, of course. The masterpiece of Ikari's Nephilim Creation Project…and the linchpin in all of his schemes." This said, Fisk's smile quickly dissipated, and was replaced by an icy glare. "What consequence is she now? All that matters is her loyalty to NERV…and her place in the development in the Dummy Plug System."

"Perhaps, but I'd like to take some steps. Just to make sure we can keep track of her, and that she remains loyal to us," Ritsuko explained. "Given our current situation, the last thing we need is for any additional scrutiny. From anyone or for any reason."

"True. Quite true," Fisk admitted thoughtfully. Then he leaned forward to gaze at Ritsuko like shark. "I take it, then, that you have something specific in mind?"

"Yes. I'd like full guardianship of Rei transferred to me," Ritsuko stated flatly. When Fisk and Osborn looked at her confusedly, she elaborated. "I know Rei better than anyone. Both her physiology, and her personality. I know what she can and can't do possibly even better than Gendo did. Given all that, I think I'm the person equipped to deal with her, if something unexpected should happen."

"Hmm. Your argument is most compelling, my good doctor," Fisk admitted, stroking his chin thoughtfully. For a time, he sat there, seeming to examine Ritsuko's proposal from every angle. He then finally shrugged, as if it ultimately made no difference to him. "Very well. I will have the arrangements made immediately."

Bowing slightly, Ritsuko smiled. "Thank you, sir."

"You are welcome. However, let me remind you of your situation, Dr. Akagi," Fisk spoke tersely, the predatory gleam eye in his eye deepening. "I am fully aware of what Ikari had planned for Rei, and though I am not as conversant with her nature as you are, I know how she was created, and the potential damage she could cause…if guided by someone who knows her as thoroughly as you do. Especially as the scenario nears completion."

A weary smile tugging at her lips, Ritsuko lowered her gaze to the table. "You don't have to worry about me, Mr. Fisk," she finally answered. "I'm no hero."

"Good. See that it remains that way," Fisk returned, a layer of menace beneath each and every word he spoke. Standing from his seat, he placed his hand upon Harry's shoulder. "Come, Harold. There remains much work to be done."

"Yes, sir," Harry answered, standing up and following Fisk as he left Ritsuko's office.

No. I'm no hero, Ritsuko thought wearily, even as Rei's appeared in her mind. Just a woman who has a lot to answer for.

With that thought, she looked at the information on her computer. Which was tied into the systems in Terminal Dogma, which were running a special test for her eyes alone. Well, the comparative analysis on my previous and current DNA samples should be complete by tomorrow. Might as well get going…and hope I have some answers tomorrow.


As Shinji lay in his room later that day, he did little but look up at the ceiling of his room. Looking at as if he could find all the answers to his questions in light and shadows that interplayed above him. Even as confused memories played about within his mind.

He saw his father turning his back on him after his mother's death. He saw him laboring to prepare the Evas when a blackout shut the city down, having faith that Shinji and the other pilots would be able to get to him. He heard his father praising him for his efforts in stopping the 10th Angel. And he heard Kaji telling him of Gendo's horrific demise.

What should I do? Shinji wondered, thinking of the funeral he had gone to not that long ago. And the funeral that had taken place ten years ago. I was supposed to go there with Father, but…what should I do?

As these dour thoughts ran their course, Shinji heard a door open, only to slam shut. "I'm home!" Misato's voice rang out.

"What's happening?" Asuka was heard answering.

Frowning as he listened to Misato and Asuka start talking about some date the redhead had, Shinji couldn't help but sigh. Why do they have to be so loud? he wondered, sighing unhappily, the sound of their voices confusing his thoughts. His eyes darted to a picture of his mother that now stood in a place of honor near his bed. Mother…what it would be like if you were still here? What you be like? What would…I be like?

As this and more thoughts ran through his mind, Misato's voice came to him, a good deal more quietly. "Shinji? I'm…coming in, alright?"

Shinji said nothing. He simply rolled over and hid his face. There was simply too much going on in his mind for him to face her, to face anyone at that moment. Fathers and mothers and death and abandonment…far too much, and far too close to the surface. All of which left Shinji felt like that if he let go, allowed anyone close at that moment, he would collapse beneath it all.

"Listen, Shinji. I understand how you must feel about tomorrow." Misato spoke, kindness and sympathy overflowing her words. "Dealing with this day, with everything it means would have been hard enough before, but now…"

Shinji said nothing. He knew that Misato was just trying to help.

"You mustn't run away, Shinji," Misato advised calmly. "I know this hard for you, but you still have to deal with everything that has happened. Running away won't change anything, won't stop the hurting, won't make you feel the least bit better. The only thing you can do is…step forward, and keep stepping forward. You've got to keep moving forward. It's the only for you to deal with what's happening."

"I know, Misato," Shinji replied weakly, looking at the picture of his mother.

"Just remember to keep your chin up. For your sake…and hers," Misato told him. With one finall sigh, Misato closed the door. "Anyway, goodnight, Shinji."

As Misato and Asuka once again began talking animatedly, talking like the children at school, Shinji looked at his mother's face in the picture. Can I…really do this? Even after everything that's happened?

The picture had no answers. Shinji wasn't expecting that, of course. But even as he stared at the picture, another face popped into his mind. A masked visage he had only come to know recently.

Well…how can I not know about you? The young man who saved my life, Spider-Woman's voice rang in his mind. I won't go into it now, but know this. If it weren't for you, I wouldn't be here right now.

Is it possible? Could I have really…saved her life? Shinji wondered, thinking back to how utterly fearless Spider-Woman had been when she had saved him and Asuka. She had been so strong, so confident…and she knew him? Said that he had saved her life?

Many more confused thoughts ran through Shinji's mind that night. Many more nagging doubts and confused feelings. Still, the knowledge that someone like that would know him, hold him in such esteem…somehow, that knowledge gathered up in his heart. And new courage was then found.

I won't. I won't run away, Shinji decided.


The graveyard where Yui Ikari's marker stood was a barren, desolate place. The wind howled like a frightful ghost, and no plants, no trees or flowers stood to brighten the bleak tableau. All in all, it was as sad and pitiful a place as anyone would care to imagine. All of which Shinji had expected, having been there before.

What Shinji had not expected…was that he was not there alone.

"Huh?" Shinji gaped as he approached his mother's marker, a bouquet of flowers in hand. Only to see the massive figure of Wilson Fisk standing there, with his own tribute lying before the marker.

"Well, hello there, Shinji. Please, forgive my intrusion," Fisk spoke, bowing before the small boy. "Would you…like for me to leave?"

"Oh, that's okay! You don't have to," Shinji quickly spoke. Eyeing that large, well-dressed figure, the boy made his way closer to the marker. "I just…wasn't expecting anyone else to be here, that's all."

"I understand," Fisk replied congenially.

"W-what are you doing here, anyway?" Shinji wondered, a spark of annoyance finding its way into his voice.

"The same as you are. Paying my respects to a great scientist…and a dear friend," Fisk answered, drawing Shinji's full attention.

"Wait. You mean…you knew my mother?!" Shinji's surprised voice rang throughout the field.

"Quite well. In fact, before I joined the Marduk Institute, several companies I control and am affiliated with supplied technical materials to the development of the Evangelions. Seeing as your mother was principal in their creation, it is only natural that I was…well acquainted with her," Fisk spoke softly, looking straight at the boy he dwarfed. Then he turned to look at the marker, his features taking on a deeper sadness. "When your mother passed away, the world not only lost one of its greatest scientists, but one of the gentlest souls I had ever known."

For a time, Shinji just stood there, looking at the gigantic man. Then he frowned, and turned to look at the stone marker. "I was supposed to come here with my father," Shinji murmured, looking at the dates that described a very short life. "The last time we were here…was three years ago."

"I see," Fisk spoke gently. Not moving. Not looking away. "Shinji, I know about how Ikari responded to your mother's death. By hiding away from his pain, and from you. He ran from his son, from his life, and buried himself in his duties."

Shinji could only frown at Fisk's words. "My father…he kept so many pictures of her. So many things…but my teacher told me that…he threw everything away. I don't…understand…"

"Nor do I. But the fact is that grief makes people do things that they might not ordinarily do. And people respond to the loss of a loved one in different ways," Fisk spoke gently. Then he let a slight laugh. "You know, it's strange, but…you remind me of young Osborn when he was your age."

"Huh?" Shinji got out, once looking at the massive man behind him.

"Indeed. He lost his mother when he was but a small boy, and his father…well, that is a long and sad story, I'm afraid," Fisk spoke, raising his hand in emphasis. Then he looked down at the, wearing a face of purest sympathy. "I know how you must have suffered as a result of Gendo's actions, my boy, but…I think that he was the one who truly was hurt the most by his own actions. For in leaving in another's care…he cheated himself of being a father. And having a fine young man for a son."

"What?" Shinji spoke, unable to believe his own ears. "You…mean that?"

"Of course. Being a father myself, I know full well how challenging it can be…and how rewarding, at the same the time," Fisk replied earnestly. Still smiling, he gave a slight shake of his head before looking up at the sky. "You know, I still remember the last time I saw your mother. You were but a small boy at the time, and construction on Unit 01 was nearing completion," he told Shinji. The massive man then knelt down to place his hand upon Shinji's shoulder. "Do you know what she said to me that day?"

"Uh, no, sir," Shinji answered nervously.

"She told me that, even with all the marvels of science she had helped create, and of her technical masterpieces, you were by far her greatest achievement," Fisk told him with utter sincerity. Something that caused Shinji's eyes to widen. "Shinji…I know how terrible a burden we force upon you and the other children, and I can understand how difficult it is for you right now. So, if you ever feel the need to talk to someone, I'd be more than happy to listen to whatever it is you have to say."

"Huh? You…mean that, sir?" Shinji got out, still unable to believe his own ears.

"Of course. I admit that my schedule may not be as free as I may like, but please, do not think you would be taking away from my time. And seeing as how I'll be spending so much time around NERV, I don't doubt we'll be running into each other a great deal in the near future," Fisk smiled, clapping Shinji on the shoulder. "And don't forget about Harold."

"You mean…Commander Osborn?" Shinji asked.

"Certainly. I realize it might be difficult, dealing with someone taking your father's position, but I would like for you to get to know him. I think the two of you would get along quite well, and indeed, I'm sure you'd find that you have a great deal in common," Fisk stated. "Tell me, do you intend on staying here for much longer?"

"Uh, no. I don't think so," Shinji returned. "The truth is…I never really felt like my mother is…actually resting here."

"Nor do I," Fisk answered. When Shinji looked up at the massive man, he was greeted with a broad smile. "Shinji, I have no idea of the forces at play in the universe, but I am certain about this; if there is a life beyond the one we know in this world, then I am certain that you mother is in the company of the most sainted of souls."

Silent for a time, Shinji bowed his head slightly. "Thank you, sir."

"Please, call me Wilson! I see no need to stand on formality, my boy!" Fisk spoke briskly. "And if your business here is concluded, then please, allow me to escort you home. I have a limo waiting nearby, with every conceivable amenity available."

"Oh, thank you, sir – I mean…Wilson," Shinji replied.

"That's my boy! Now, let's be off now!" Fisk smiled, gently escorting Shinji away. Leaving behind a grave that had no body.


For Ryoji Kaji, the evening that came after his friends' wedding had been one filled with highs and lows. Simply relaxing with two gorgeous women who just happened to be his friends, regaling in better times in the past had been one of the highlights. Watching Misato vomiting in the alley and then having to carry her until she recovered enough to regain her feet had been one of the lows.

However, as he walked alongside of his former lover by one of the streets of Tokyo-3, he had to admit that some of the medians between the extremes were fairly pleasant as well. Simple empty spaces in which a person could find words that had long eluded them. Just as Misato was.

"Say, Kaji…do you think I've changed?" Misato asked out of the blue, walking in her stockings. The booze that was still in her system making her high heels a far more treacherous proposal.

"Only for the more beautiful," Kaji quickly assured her.

"That's what I meant," Misato returned sourly. With a heavy sigh, she struggled for her next set of words. "Kaji…you saw what happened to Shinji. When his father was murdered."

"Yeah, I saw," Kaji answered, uncertain of where Misato was going. "Poor little guy."

"I mean…I was never a big fan of Gendo's. The way he treated Shinji, abandoning him like that, and everything else that's happened since he came here," Misato rambled, the alcohol in her system loosening her tongue. "But then…some maniac comes along and rips him apart, for no reason at all, and…look what happened to him. To Ritsuko, and…"

"I know what you're saying," Kaji agreed slowly. He had seen Gendo's remains firsthand, and to say it had been unpleasant would be to grossly understate the matter. "But sometimes it happens. You know that better anyone."

"Yeah, you'd think so," Misato muttered. "So why do I keep running away?"

"Huh?" Kaji started.

"I've been running away all my life, Kaji. I mean… I tell Shinji he shouldn't be running away, only to do it myself!" Misato went on, growing more hysterical. "It's just…one morning, I realized how much you were like my father…and I got scared and ran. I ran away from you, I've been running away from my father, from my feelings…!"

"That's enough," Kaji got out, not liking where this was going.

"I've been alone all my life! I don't want that, but I don't know how to be anything else!" Misato cried out. "I'm a coward, Kaji! I'm scared of being alone, scared of being with someone, scared of-!"

Just as Kaji was getting ready to take Misato by the shoulders, to stop her before she truly made herself miserable, a zipping sound was heard in the air. It was followed by a large dart appearing in Misato's arm.

"What the -?!" Kaji got out as Misato looked at the dart in a stupefied silence, just before she fell to the ground unconscious.

"I'm sorry, but her little sob speech was breaking my poor little heart!" came a voice that had all the tender sweetness of nails on a chalkboard. "And we don't want that, a sensitive guy like me crying, now do we?"

Looking about, Kaji searched for the source of the voice, only to see a man in a red and black bodysuit appear from the trees to his left. Automatically tensing, Kaji scrutinized the familiar figure. "Deadpool," the unshaven muttered warily. "Well, I must say, it's been some time."

"Yeah, sure has! Still playing the ladies, huh?" Deadpool commented, noting the prone Misato. "Does she know about those three little cuties you took to bed last year?"

"Huh. You think she'd be with me if she did?" Kaji asked rhetorically. "So, what's with the tranquilizer dart? Don't tell me you suddenly developed a conscience."

"Eh, consciences are overrated. I pawned mine away for a nice cup of coffee, and I still think I got the better end of the deal!" Deadpool returned, holstering his weapon.

"So, to what do I owe the pleasure of your company?" Kaji wondered, taking a moment to wonder what kind of affect the tranquilizer would have on Misato with so much alcohol in her system. And deciding that calling for an ambulance might be a good idea.

"Nothing much. Just the big boys wanting to remind you that they're in charge, and you're not," Deadpool explained, gesturing at Misato's fallen form. "And in case you've forgotten, they usually let me play with bigger toys than darts."

"Yeah, I know," Kaji returned tersely, narrowing his eyes at the madman SEELE had created. One of the deadliest men to have ever lived, tasked with dealing with some of their biggest problems. "Trust me, I haven't developed any memory problems since the last time we met."

"Good. It's also nice to see you haven't lost your way with the ladies, either," Deadpool cracked before. "Have fun with sleeping beauty there. I know you like them nice and easy before you move in for the kill!"

That said, Deadpool vanished with a whooshing of air. Gone as suddenly as he had appeared. Leaving Kaji to get his heart beating again, his lungs breathing.

Letting out a deep sigh, Kaji looked down at Misato. "Well, Katsuragi…looks like things just got a lot more complicated," he muttered, knowing the purple-haired woman couldn't hear him. "And a lot more dangerous, too. For both of us."


Whew, what a day, Ritsuko thought as she walked through Tokyo-3, thinking of the wedding she had been to, the dinner that had come afterwards, the time spent with Misato and Kaji. If it weren't for my mutated physiology, I'd probably be dead on my feet by now!

After leaving her two friends to themselves, Ritsuko had considered what to do next. Her first thought was to simply head home for the night, and leave it at that. Then she remembered Misato's request that she drop by her place, to visit with Shinji. So, deciding that Miko would fine for another hour or so with the food and water left to her, the doctor shifted course and started towards Misato's apartment.

Ritsuko took the subway in order to get into the right neighborhood, once again hating the Section 2 agents that were scattered throughout the city, constantly triggering her spider-sense. It would have been so much faster and easier, webslinging to Misato's apartment. Even Misato can't drive faster than I can swing through the city. And just…letting go, rising above the city, and everything in it…

It wasn't long before Ritsuko finally reached the apartment building where Misato lived, riding an elevator that seemed almost painfully slow to her. Hoping that Shinji was doing better, despite the burden of facing his mother's grave again. Dealing with all the memories tied to that day, ten years ago.

Just as Ritsuko reached the door to Misato's apartment, her dour thoughts were cut off by a shrill cry from inside.

"I'll never kiss to kill time again!" came Asuka's horrified voice, just audible to Ritsuko's sensitive ears.

What the…what's going on in there?! Ritsuko thought, quickly opening the door and stepping through it.

"Huh?" came Shinji's surprised voice as the doctor audibly made her way inside. The young man then popped his head out into the hallway, his eyes widening as he realized who was there. "Oh, Ritsuko!"

"Hey, Shinji," Ritsuko returned, walking up to him. "What was that awful screaming about?!"

Shinji immediately froze up, looking towards the bathroom, where someone was gargling loudly. "Uh…well…" he stalled.

A shadow began to form on Ritsuko's face as she looked in the direction of the bathroom. Walking over there, she found Asuka in front of the sink, frantically pouring water in her mouth and gargling even more. "Asuka?" Ritsuko wondered, her voice taking a harder edge. "What is going on here?"

Spitting out the mouthful of water, Asuka looked accusingly at Shinji. "Well, don't look at me! If that little baka kissed you, you'd be washing your mouth out, too!"

"M-me?! You were the one who kissed me!" Shinji countered. "You're the one who said she was bored, and wanted to pass the time!!"

"Yeah, and I'm the one regretting it!" Asuka shot back. Then, instantly calming, the redhead looked at Ritsuko. "By the way, Dr. Akagi, did you happen to see Kaji at the -?"

"Wait. Let me get this straight," Ritsuko started, her voice hardening. "You…kissed Shinji, only to run off screaming. Washing your mouth out like he had…poisoned you, like he was somehow diseased. Is that it?"

"Hey, like I said, you'd do the same!" Asuka retorted dismissively. "Now, about Kaji. I -!"

Asuka never had the chance to finish her sentence, for Ritsuko had been blinded. Blinded by a sudden rage that had her snarl her fury, just before she grabbed Asuka by the neck and slam her into a wall! "What, do you think that was funny?! That playing with someone's heart is some kind of joke?! Is that it?!!" Ritsuko demanded, her teeth bared in a feral snarl.

"Ritsuko, please! Stop it!" Shinji pleaded, even as Asuka struggled to break Ritsuko's inhumanly strong grip. The redhead clawed desperately at her hand, but failing to dislodge the vice-like grip.

"It's not a joke now, is it, you little bitch!?" Ritsuko snarled, her vision filling with a red haze. Shinji's cries fading as her ears pounded with violence. The absolute hatred that still resided in her. Hatred that twisted Asuka's visage…into that of another.

"Please…stop…" Asuka pleaded, her face turning purple. "I…I…"

As Asuka's hands grew weaker, as Shinji continued to plead for the redhead, Ritsuko suddenly snapped back to herself. Asuka was just a child again. A child who had played a very ugly game, but still a child. And Shinji…

Wh-what…what was I thinking?! What was I…?! Ritsuko thought hurriedly, her mind snapping back as her rage subsided. Instantly releasing Asuka, the doctor watched as the redhead fell to her feet, coughing as Shinji went up to her, looking at her in concern. Even as Ritsuko looked at her hands, at the terrible power and fury that had seized control of them.

"Jeez, what is the matter with you, you psycho?!" Asuka growled, rubbing her throat. "I was just having a little fun, that's all!"

"A…little fun?" Shinji started, backing away from the redhead. When Asuka looked up, she saw darkness looming in Shinji's own eyes. "That's all that was to you? A little fun?"

"I…" Asuka started, only to be faced with two angered faces. Realizing that she had said precisely the wrong thing, she tried to bluff it out. "Hey, it's not like it's any big deal! No one got hurt, right?"

Once again feeling the sudden rage building up in her again, Ritsuko took a deep breath, doing everything she could to try and squash it back down. To keep her mind clear. "That's where you're wrong, Asuka. When you start playing with people's hearts, someone always gets hurt. Always," the doctor told her. Taking another stabilizing breath, Ritsuko turned about. "Shinji, when's Misato supposed to be back?"

"Uh…I'm not sure," Shinji admitted. "She called to say that she'd be out with Kaji, and not to expect her until late."

Frowning, Ritsuko, considered the matter. On the one hand, she simply wanted to get out of there. The way she had reacted to what Asuka had done, the sudden rage she had felt disturbed her. Memories and pain that she thought she was dealing with remained far too close to the surface. Dangerously close. On the other, she didn't know when Misato would be back. And she didn't want to leave Shinji alone with Asuka just then. Not after the redhead's 'fun'.

"Shinji…would you mind if I stayed here for tonight?" Ritsuko finally asked, eyeing the redhead. "It's…getting late, and…I don't think I'm for the trip home right now."

"Huh?" Shinji started, looking up at the doctor in surprise. "Uh, sure I guess so. I don't see why not."

"Hey, wait a minute! She just tried to strangle me!" Asuka protested vehemently, pointing at the doctor in righteous indignity. "Don't I get any say in this?!"

"Yes, you do," Ritsuko assured her in a sweet tone. A harden that then turned bitter and hard. "And you will tomorrow…when I talk to Misato about what you did to Shinji."

"But I…!" Asuka started, only to have her words stopped in her throat by Ritsuko's expression. The rage that still lurked deep beneath her eyes. Realizing that she would not be winning this one, the redhead stuck her nose up in the air before flouncing off. "Fine! See if I care!"

As Asuka skulked off to her room, Ritsuko looked after her until Shinji's voice cut in. "I'm sorry about this, Ritsuko," he murmured sadly.

"What are you sorry about, Shinji?" Ritsuko asked. "Asuka had no right, doing what she did. If anyone should apologize, it's her." As she looked at the boy, Ritsuko frowned slightly, once again glancing at her own hand. "And…so should I, I guess."

"Huh?" Shinji got out.

"I never meant to lose my temper that way, Shinji-kun," Ritsuko explained reluctantly. "I…I don't know what came over me. I'm sorry."

"Oh, that's okay," Shinji replied easily. "Misato gets mad about a lot of the stuff Asuka does."

"Maybe, but I bet she doesn't strangle her over them," Ritsuko admitted ruefully. "I'll apologize to her in a bit…once I'm sure I won't blow up again!"

Shinji was silent for a time, as if unsure what he could or should say to that. After a time, he found that he could think of nothing to say…except one thing.

"Oh, by the way, Ritsuko?" Shinji started, drawing the older woman's attention. "Thank you for…you know. Those pictures of my mother, and…all the rest."

Taking a deep breath, Ritsuko knelt down before the boy. "It's no problem, Shinji," she smiled, running her fingers through his hair. "After what your father did, it was the least I could do."


Elsewhere, in a private airplane lifting away from Tokyo-3, one man was making a report to another. Despite the bright, luxurious interior of the airborne craft, there was a definite chill in the air. A chill stemming from the dark souls occupying the vehicle.

"I am pleased, Deadpool. Very pleased, indeed," Wilson Fisk spoke, eyeing the assassin as he sat back in his chair. "Your work on this assignment has borne considerable fruit."

"Oh, goody! I hate vegetables!" Deadpool quipped, cocking his head to one side. "So, I was right about her, wasn't I? Tell me I was right!"

"Indeed you were. An analysis of the residual toxin in your bloodstream and the telemetry from your costume confirms your suspicions. This…Spider-Woman is undoubtedly the one who murdered Ikari…and in all likelihood is responsible for whatever happened to Adam," Kingpin reported.

"Well, at least the jerk went out with a party! And all it cost me to find that out was losing a van and having to put up with Weasel whining about it!" Deadpool replied snidely.

"The two of you will of course be duly compensated," Fisk assured the masked man. "Now, our real work begins."

"So what are you going to do? Rat out the babe to the papers and let Section 2 deal with her?" Deadpool wondered.

"No. Iwao Chiron and his band of bunglers understand only the brute force of a sledgehammer. What this situation calls for is the subtle precision of a surgeon's scalpel," Fisk stated firmly, steepling his fingers together. "Furthermore, this Spider-Woman is not the first costumed meddler to have appeared during Ikari's reign. And we still don't know what these people know or don't know about NERV or SEELE."

"That reminds me; why did you have me just warn my old buddy Kaji instead of just letting me off him?" Deadpool wondered. "After all, if he's going to be killed, I'd rather do it myself. And you know what he's up to!"

"It precisely because I know of his game that I've decided to let him continue to run about for the time being," Fisk answered curtly. "As long as the he's feeding the Japanese government exactly what we want them to know, they won't make any sudden moves. Meaning that he's more useful to us alive for the time being. Rest assured that, if that changes, you will be the one called upon to…terminate his services."

"Glad to hear it," Deadpool replied.

"For the time being, however, I want you to lie low," Fisk decreed. "You've played your part in this little drama brilliantly, Deadpool, but for now, we must be discreet. We still have much to learn before the scenario can proceed, and in order to do that, we must first unearth more information regarding this Spider-Woman, and whatever allies she may have."

"And how are you going to do that? With an Ouija board?" Deadpool asked.

"Obviously, this Spider-Woman must have considerable knowledge about NERV, and possibly SEELE itself. The fact that she recognized you so quickly is proof of that. And if what our agents reported is true, then she is also quite familiar with the 3rd Child," Fisk responded, the wheels turning within his mind. "It is possible that she even works for NERV."

"Which just happens to include most of Tokyo-3!" Deadpool pointed out.

"True, but as it happens, I have two men in my employ who can…narrow down the number of possible suspects quite substantially," Fisk explained, smiling darkly. "One of whom doesn't even know that he's in my service."

"Wow! Talk about a bad memory!" Deadpool quipped, throwing up his arms in emphasis. "So how are you gonna slip them into NERV to find out?"

"That's the beauty of it all, my dear fellow," Fisk grinned, leaning forward predatorily. "As it so happens…they are already there."


Author's Notes: And things are just getting more dangerous, aren't they? Please, read and review! And maybe check out my other stories, please?

As for Ritsuko's reaction to what Asuka did, that's basically what I wished would have actually happened. Honestly, that little kiss put Asuka into the range of Gendo-level bastardness!

Mike313, it looks like Ritsuko is a bit better equipped to fight now. Three guesses how that happened. And as for her contemplation of Gendo, I will be easing up on that. As we saw in this chapter, the good doctor has other things to worry about now.

Not a lot else to say just now. Onto the omakes!

Omake 1

With these tortured words, the crackling green light that played about Spider-Woman's form leapt away from her, dancing about the ground as it surged towards the armored vehicle. Slamming into it dead-on, rippling across the metal in a wave of devastation. Deadpool was heard howling in pain, convulsing madly from his perch, just before the armored vehicle exploded in a plume of flame.

As the remnants of the armored van flew up into the sky, Spider-Woman could stand there, every breath she took heavy with fear, rage, frustration, and confusion. Feeling her body shaking from the adrenaline that still coursed through her. And in awe at the strength of the strange that had torn its way free of her.

I've never…felt like that before. I… Spider-Woman thought wearily, raising up her clawed hands to stare helplessly at them. Just before she turned her gaze at the shattered van. What's…going on? How'd I…?

Even as she thought this, Spider-Woman noticed something fluttering in the air. Looking up quickly, she was then smacked in the face by one of the somethings.

"What in the -?!" she growled, tearing it away from her face…only to narrow her eyes in shock at what she held. A picture of Deadpool, signed, 'Courtesy of the merc with the mouth! Also known as Deadpool!'

Looking around at the children, Spider-Woman saw them all holding similar pictures. Shinji then looked up at her, and shrugged. "Well…he did say he'd give us his autograph."

Omake 2

"I'm sorry, but her little sob speech was breaking my poor little heart!" came a voice that had all the tender sweetness of nails on a chalkboard. "And we don't want that, a sensitive guy like me crying, now do we?"

Looking about, Kaji searched for the source of the voice, only to see a man in a red and black bodysuit appear from the trees to his left. Automatically tensing, Kaji scrutinized the familiar figure. "Deadpool," the unshaven muttered warily. "Well, I must say, it's been some time."

"Yeah, sure has! Still playing the ladies, huh?" Deadpool commented, noting the prone Misato. "Does she know about those three little cuties you took to bed last year?"

Kaji was about to respond, but that was when he heard a voice that stopped him cold. "What…was that?!" Misato growled. Looking down at the prone woman, Kaji blanched when he saw that her eyes were now glowing bright green. "You slept…with three other women?!"

"Oh, crap. Now she's angry!" Kaji gulped even as Misato got to her knees, roaring savagely as she tore off her own clothes, brilliant green muscles filling her frame.

"Well, what's the matter with that?" Deadpool wondered as he eyed the beach ball-sized breasts adorning the furious She-Hulk. "I think I like her when she's angry!"

"That's just because its not you she's mad at!" Kaji grimaced, just before being sent flying away by a wrathful green fist.

"I hate it when this happens!" Kaji was heard screaming as he disappeared over the horizon.