Watching heroes like Ant-Man and The Atom (and this one episode of The Flash) made me wonder what kind of adventure Spider-Man would have if he were their size when they shrank. Probably just a bunch of hilarious shenanigans. Well, that's why I wrote this. I wanted to see what I can do with a spider-sized Spider-Man. Hope you'll love it.

Enjoy.

Please leave a review after reading. Give me your full, honest opinion. I would really, really appreciate it. (But no requests, please)

I'd like to thank the following users for reviewing the most recent reviews: kival737101, SpideySquad, Mitsuki Shigamatsu, Dcarus, Redwall, CG, ZOE

To Dcarus: Maybe one day. I've actually been thinking about it while I was writing the Noir chapter.

To Redwall: Thanks for the reply to my argument. Nice to know we came to an agreement. And yeah, I got a Batman vibe while I was writing the Noir chapter.

To guest: Still thinking about it. I just wanna keep this as a "Spidey and Friends" story until then.

To CG: Excellent guess.

To mastergamer14: Okay, those sound like good ideas, but I just really don't wanna take requests anymore. Besides, there is one name from your ideas I was already planning to introduce, but I'm still planning on it.

Spider-Man and his protege Miles Morales, a.k.a. Spider-Boy (they still haven't found a better nickname for him yet) are chasing Taskmaster across the rooftops. He escaped from Ryker's weeks ago and was the one who released Shocker, which led to the fight between him and the two spider-powered heroes earlier this month (Chapter 11, just to be clear). Taskmaster's grapple device made it possible for him to get further away from the heroes, but said heroes kept up with him with their web-swinging. Miles is still, in Spider-Man terms, a Level 5 swinging expert. But when it came to cross-city chases, Miles had to go big (or go home).

"At least I'm swinging towards the bad guy and not from him," Spider-Boy said. "Makes advanced-level swinging easier."

"Hey, I was already swinging at advanced level on Day 3," said Spider-Man. "And that was because I was chasing a runaway vehicle."

"Nothing like a chase to help you level up fast," Spider-Boy commented.

"Are you two gonna chat all day, or are you gonna come and get me?" Taskmaster asked, annoyed by the chattering behind him.

Taskmaster throws electric bolas at his pursuers. Spider-Man dodges the bolas, but Spider-Boy reacted too late. Spider-Boy gets tied up and begins to fall, heading straight for a flower shop.

"Not this time, world," Spider-Man said determinedly.

Spider-Man fires a web shot at the bolas, only to get electrocuted himself. Spider-Man crashes on a rooftop while Spider-Boy crashes into the flower shop, destroying several pots and smashing many poor flowers.

Spider-Man taps his mask's built-in communicator and asks, "Miles, are you okay?"

"I'm good," said Spider-Boy. "Ow. Okay, maybe not so good."

"Sit tight. I'll get you," said Spider-Man.

"No, you have to get Taskmaster," said Spider-Boy. "I'll catch up... ow... as soon as I can feel my spine again. Just go!"

Spider-Man knew his partner would be okay. He has super healing now, after all. Spider-Man did as his partner told him and continued chasing Taskmaster, who was getting away. Spider-Man had to use a two-web boost to get closer, only for Taskmaster to do the same with two grappling devices.

"I've seen all your moves, kid. I know how to get away from you," said Taskmaster.

"Just because you know all my moves, doesn't mean you can't see everything coming," said Spider-Man.

To catch up with Taskmaster, Spider-Man needed to do something daring and effective. He stops on a roof, fires two web shots at two adjacent buildings, pulls with all of his strength, and then... WHOOSH! He slingshots himself straight at Taskmaster. He tackles him in mid-air and the two end up

"Nice move," Taskmaster complimented. "I think I'll use it next time."

"There won't be a next time," said Spider-Man.

"Ryker's couldn't hold me. They couldn't even take off my mask," said Taskmaster. "What makes you so sure you can hold me for good this time?"

"By kicking your butt and hauling it back to Commissioner Watanabe," Spider-Man answered casually.

"All this potential, wasted on a child," said Taskmaster.

"Aw, I thought you were impressed," Spider-Man said, pretending to feel offended.

"I am impressed. You have skill, determination, and great power, yet all of them are shackled into the mind of a boy," said Taskmaster.

"Hey, it's part of my charm," said Spider-Man. "Now, before we punch each other, how about you hand over what you stole from A.I.M.?"

"You have no idea of the true identity of the Advanced Idea Mechanics, Spider-Man," said Taskmaster. "If anything, stealing from them is doing this city a favor."

"Then I'll turn over what you took to the proper authorities," said Spider-Man.

"I'd let you do that, if I wasn't paid to steal it," said Taskmaster.

"And what makes you think this secret organization of yours is better than A.I.M., assuming A.I.M. is a secretly evil science division?" asked Spider-Man.

"I don't ask question. I do what I'm paid to do," said Taskmaster. "Fortunately, they didn't say I could waste one of these one you."

Taskmaster draws his sword and charges at Spider-Man. Spider-Man dodges his swings, but Taskmaster blocks his punches. Spider-Man manages to find an opening and uppercuts Taskmaster, sending him flying a few feet in the air. Spider-Man webs him, pulls him down, and slams him down on the concrete.

"You're not gonna copy that, are you?" Spider-Man asked hopefully.

Taskmaster did. He uppercuts Spider-Man in the air and uses his grappling device to pull the hero down and slam his face on the ground. To keep Spider-Man down, Taskmaster slashes the web crawler's chest with his sword. Spider-Man stays down due to extreme pain. Super healing or not, he's still human.

"Next time, don't hold back," said Taskmaster.

Spider-Man covers his wound with his own webbing as he slowly stands up, only for Taskmaster to quickly kick him off the roof. Taskmaster then throws something at him. It looked like a small silver disk with a red glow in the middle.

"Don't sell yourself short just yet, kid," Taskmaster quipped.

~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~ SPIDER-MAN ~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~

Spider-Man wakes up after a long fall and a hard crash. His chest wound was slowly healing, but it still hurt like hell. Good thing he sealed it with his webbing. Right now, he had to get Taskmaster. Unfortunately, he had a new problem.

A giant rat.

"Hey... whoa... uh... hello?" Spider-Man babbled, confused by what he's seeing. "Um, I'm your Friendly Neighborhood Spider-Man. What's your name?"

The rat responded by squeaking at his face. From Spider-Man's current perspective, it looked and sounded like a hi-pitched roar.

"Okay, goodbye," Spider-Man said, scared.

Spider-Man starts swinging away. A giant rat wasn't his only problem, however. So many things around him seemed bigger than they should be. A crushed soda can. An apple core. A crumpled-up newspaper. A plank. A dumpster. Simply put, everything is like a hundred times bigger than he remembered. Webbing to stuff was a little bit harder, which meant the rat kept gaining on him.

"Hey, look, buddy. Can we just settle this over some cheese with the missus?" Spider-Man begged in a sort of joking manner.

The rat "roared" angrily in response.

"Or the mister? You're a girl, right?" Spider-Man said, feeling that he offended the rat.

The rat kept chasing him, unfortunately. Spider-Man tried running up the dumpster, but the rat jumped after him. He wasn't gonna make it, he could tell. Fortunately, he can think as fast as he moves.

"I'm sorry," he said.

Spider-Man intentionally jump off the side of the dumpster, leaving the rat to bang its head on the metal container, knocking itself out.

"Sorry, little guy. But you left me no choice," Spider-Man said dramatically.

Spider-Man walks towards the end of the alley (while trying to stay hidden from the much larger people walking down the streets) to check on his location. Oddly enough, he was right across the Daily Bugle. And it just so happens that his girlfriend works there.

He contacts her. Good thing his mask's comm unit still works at this size.

"Hey, MJ," Spider-Man greeted.

"Hey, Pete," MJ greeted.

"Listen, I need you to come get me," said Spider-Man. "You'll find me in an alleyway across the front door of the Bugle. Don't ask. Just come for me and be sure to watch where you step. I'll explain everything later."


Back at MJ's apartment, MJ sat on her couch trying not to laugh. Why? Because she has a teeny tiny Spider-Man standing on her coffee table, right in front of her. How teeny tiny? About 2 inches in height. Small enough for MJ to carry him in one hand, which she did in order to bring him back to her place. To keep him hidden, she had to close her fingers around him and trap him in her fist, but she was gentle as to not injure him.

"Look, if you wanna laugh, laugh," Spider-Man said, tired of watching MJ giggle once every two to three seconds.

"Sorry, it's just..." MJ giggled again. "Is it wrong if I say you look so cute?"

"Wasn't I cute before?" Spider-Man asked half-sarcastically. "And how can you hear me so well? Shouldn't my voice be all tiny and squeaky-sounding?"

"I think the squeaky voice thing only happens in the movies," said MJ. "Although, I kinda wish your voice was squeaky."

"Okay, moving on," Spider-Man interrupted. "According to my suit's CPU, this is Ant-Man's shrinking tech. That means the solution is simple. We just need to get a growing disk and grow me back to normal. The solution is simple, but the steps to reach that solution are not. Step 1: Find Taskmaster."

"Well, then call Miles," said MJ.

Spider-Man did exactly just that. He contacts his protege, who he hasn't heard from since he crashed into a flower shop.

"Yo, Pete," Miles answered. "Where are you? I can't find you or Taskmaster anywhere."

"Taskmaster got away. I'm back at MJ's place," said Spider-Man.

"How'd you lose him?" asked Miles.

"I, uh... he, well... let's just say I found out what he stole from A.I.M.," said Spider-Man.

"And?" Miles asked.

After a long hesitation, Spider-Man said, "Ant-Man's shrink tech."

"Wait, are you, like, small right now?" Miles guessed. "That's so cool. Can you send a picture?"

"Miles!" Spider-Man scolded.

"Right, sorry. Serious situation. Got it," Miles corrected himself. "I'm gonna go look for Taskmaster... wherever he is. Any ideas?"

"No, but I may have a way," said Spider-Man. "I'm going to analyze the Pym Particles on my suit and send the data to you. You can use them to track down Taskmaster."

After seventy-two seconds of analyzing, Spider-Man sends Miles the data.

"Okay, got it," said Miles. "Don't worry. I won't let you down."

"I hate sending you out there against Taskmaster by yourself," said Spider-Man.

"Don't worry. You told me how to beat him. Just be quicker and more creative," said Miles. "I got this, coach. I've faced him before... and lost... but I'll beat him this time."

"Just don't get shrunk," said Spider-Man. "Or else we'll have to send MJ after Taskmaster and we both don't want that..."

"Ahem!"

That angry fake cough came from MJ, who glared at the tiny superhero threateningly.

Frightened by the glare, Spider-Man said, "Ah... because Taskmaster would be so dead if he had to go up against someone like MJ. He'd have no chance, right, Miles?"

"Ah... sure," Miles replied, confused.

Spider-Man hangs up before he can say anything else that would make MJ angry... well, angrier. MJ still stared at him with a death glare, but she gave him a small smile and a nod that told him that he's safe... for now.

"Uh, please don't step on me... or squash me... or squeeze me..." Spider-Man babbled. "Sorry, I got so many images in my head of the million possible ways you could kill me right now, not that you would..."

MJ cuts off Spider-Man by grabbing him without warning. Spider-Man gets an up-close look on MJ's angry face. He was scared stiff, as he just looked at her without even bothering to move. He didn't want to provoke her any further. He only hoped that his babbling didn't give her any ideas about how she should punish him.

"Meap," Spider-Man squealed fearfully.

Spider-Man had to remind himself of his current situation. He is currently two inches tall and at the mercy of Mary Jane Watson, his girlfriend. From his new perspective, she's a mountainous goddess. Her divine beauty is magnified before his eyes and he couldn't take his eyes off her. Not that he could even if he wanted to. Her large green eyes stared into his soul. Her gigantic pink lips To think, she can hold him in one hand and do whatever she wants to him, and that's scary.

MJ takes off Spider-Man's mask, allowing her to see the scared look on his face. How scared does he look? Staring-at-the-face-of-death kind of scared.

MJ quickly brings Peter closer to her face. He shuts his eyes as he braces himself for whatever is going to happen. Suddenly, he felt something stick to his face. Something soft and fleshy and smells like... raspberry lip balm?

That's right. MJ is kissing his tiny little head with her gargantuan lips (well, gargantuan to Peter, at his current size). Spider-Man started to feel suffocated by the kiss. He could barely breathe. Next thing he knew, he was sucked all the way in. Accidentally, actually (MJ may have kissed him so hard, she accidentally sucked him in). Lying down in the middle of her tongue, Peter laid eyes on the human mouth from the inside (and he thought this can only happen in cartoons). MJ's pearly whites were both pleasant and terrifying to look at, as he feared being in between said pearly whites and he reminded himself to mind his own dental hygiene.

To his relief, MJ opens her mouth and drops him on her hand. To his dismay, his head is covered in his girlfriend's saliva.

"Oops. My bad," MJ apologized.

MJ grabs a tissue and uses it to wipe Peter clean.

"So... did you like that?" MJ asked casually.

"I'm just glad you didn't accidentally suck me all the way in," Peter joked.

MJ giggles and says, "I'll take that as a yes."

MJ uncurls her fingers so Peter can sit down safely on her palm instead of being squeezed in her fist. She gives him back his mask, which he immediately puts back on.

"Sorry for the scare and the surprise, but I can't help it. Seeing you like this, it's making me feel like a little girl inside," said MJ.

"I think I'm in a horror movie," Spider-Man muttered.

"Oh, don't be such a grumpy guppy, Petey," said MJ.

MJ playfully pets Spider-Man by lightly tapping the top of his tiny head with her index finger. Spider-Man feels more like a pet than an action figure. Personally, he preferred to be chopping soda cans and web-shooting at walls than being smothered by his girlfriend's giant lips. Not that he didn't like the kiss one bit, but he preferred to kiss her at normal size.

"Okay, I need to get back to the Bugle. I still have some stuff I have to get finished there," said MJ. "You stay here and wait until I get back."

"I don't just wanna sit here," Spider-Man said, sounding like a child.

"Peter, you're the size of an actual spider. I don't want you to get hurt or killed out there," said MJ. "Stay here. I mean it."

"And if I don't?" Spider-Man asked, daring his girlfriend to threaten him.

Well, she did. She closes her fingers around him and squeezes him in her fist, if not too much. A mischievous smile showed on MJ's face as she watched her boyfriend squirm in her hand.

"Okay... ack... message received," Spider-Man said, giving in.

MJ releases Spider-Man and gently drops him next to her Spider-Plushie.

"You two play nice," said MJ. "And you make sure he stays."

"He's not going anywhere," said Spider-Man, gesturing to the plushie.

"I wasn't talking to him," MJ said with a smirk.

Now, Spider-Man had an offended look on his face as he looks back and forth between his girlfriend and her plushie partner.

MJ leaves her apartment and returns to the Bugle to finish what she was doing before Spider-Man called her. That just leaves Spider-Man on the couch with the infamous Agent Spider-Plushie. The plushie was three times the size of Spider-Man right now, which made Spider-Man feel like the "little brother" at the moment.

"Hey," Spider-Man said to the plushie.

~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~ SPIDER-MAN ~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~

Later that afternoon, Spider-Man and Spider-Plushie were playing cards. Spider-Man webs the cards to Spider-Plushie's arms so it looks like it's trying to keep him from seeing its cards (although Spider-Man already knows, for obvious reasons).

"Do you have any threes?" Spider-Man asked.

Spider-Plushie didn't respond.

"You asking me if I have any fives?" Spider-Man asked.

Spider-Man gave up his the only 5 he has. He had to draw another card from the deck. Soon enough, it was time for both to show their final cards. Spider-Plushie had two kings (one of spades, one of hearts) and two queens (one of hearts, one of diamonds). Spider-Man only had a four, a six, a nine, and a Jack.

"I can't believe it. I'm losing to a plushie. My plushie," Spider-Man complained.

~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~ SPIDER-MAN ~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~

After the game, Spider-Man takes out his phone (which shrunk with him) and waits for Jameson's latest episode. He sat next to Spider-Plushie because he wanted to listen to it with him. He wanted the plushie's "opinion" on Jameson.

"One of the many things you can rely on my show to provide is information that authorities would rather hide from the public," Jameson started. "And I have a warning for all of you. The mysterious and villainous mercenary known as Taskmaster has escaped from Ryker's. He was last seen being chased through rooftops by Spider-Man and his sidekick Spider-Boy. How did it end? Well, Spider-Boy takes a dive into a poor woman's flower shop, destroying all of those poor little plants that would've brightened up a lot of houses. As for Spider-Man, well, he's either missing or dead. According to my sources, Taskmaster is a copycat who likes to copy moves. If Spider-Man and his protege can't handle the likes of a copycat, then what good are they in stopping criminals? Well, here's a message to that thug with the stylish mask and hoodie: You want to copy someone's greatness? Come at me! Let's see if you can match J. Jonah Jameson's integrity. I DARE YOU!"

"What is he gonna do? Loudmouth him to submission?" Spider-Man commented. "Jameson wouldn't last five seconds against Taskmaster. Am I right, SP?"

Spider-Plushie "nodded" in response.

"Glad we agree on something," said Spider-Man.

~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~ SPIDER-MAN ~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~

Spider-Man turns on the TV, hoping he can find a show or a movie that can entertain him until MJ returns. Just because he's small, it doesn't mean he can't operate a remote. He and Spider-Plushie shared a chocolate bar while he flipped through channels. He eats a very small piece of the chocolate bar while Spider-Plushie takes the rest.

"So, what do you and MJ like to watch?" asked Spider-Man. "Sitcoms? Romcoms? Crime dramas?"

Spider-Plushie, being a plushie, couldn't say anything.

"Superhero show it is then," Spider-Man decided.

So, the tiny hero and the plushie watch a TV show about an alien girl with powers, wears a cape, and protects Earth.

~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~ SPIDER-MAN ~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~

A couple hours have passed. The sun was setting. It was getting dark. Spider-Man paced back and forth on the couch with Spider-Plushie still holding on to the chocolate bar he was supposed to be eating while they were watching TV.

"I know it's suicide for me to just go out there, SP," said Spider-Man. "But just because I'm small, it doesn't mean I'm helpless. I mean, look..."

Spider-Man hops over to the coffee table and lifts MJ's mug (which was twice his size) with just one hand.

"See?" Spider-Man said. "I mean, look at you, SP. You're small, you're soft, and you're full of plush, but MJ trusts you to be out there on the streets with her. You don't have any powers, but that cuteness and softness of yours is what helps MJ write her stories. Who's to say I can't do the same? I mean, Ant-Man fights bad guys at this size all the time. Big things come in small packages, and all that. I can do this. I know I can. Taskmaster will never see me coming. So, what you say, SP? Do you believe in me?"

No answer from the plushie.

Spider-Man shakes hands with the plushie and says, "I think this is the start of a beautiful friendship."


And so, Spider-Man left MJ's apartment to look for Miles and Taskmaster. He tried contacting Miles, but it went straight to voice mail. Swinging around the city was definitely a lot harder at his current size. His webs can only stretch so far. At normal size, he can make it from one city block to the next in a matter of seconds. But at his new size, it takes him a minute or three to get from one building to another.

Up ahead, a water spout. Despite being aware that he's a spider-themed hero, he actually climbed up the water spout.

"The itsy bitsy spider climbed up the water spout. What are the odds?" Spider-Man commented.

Just like the nursery rhyme, the rain came down and washed the spider out. Spider-Man crashes into a puddle, but instead of picking himself up, he faints due to exhaustion.

"Down came the rain and washed the spider out," Spider-Man sang in a I'm-fed-up-with-the-world tone. "Why does the universe hate little ole' me? Little? Ha! Oh, Peter Parker. Making yourself laugh during a dire situation."

When the rain died down a bit, he climbed up the water spout again as he made his way to the roof. Just to emphasize how hard it is to get from one building to another at his size, he had to climb up a deckchair, jump over a small plant, run across a large amount of floor, and swing off the walls multiple times.

"This... is... not... going... the way... I hoped..." Spider-Man complained, panting due to exhausting. "I think... I need... a break."

And so, Spider-Man stops swinging and lands safely on the balcony outside a penthouse. He bends down, hands on his knees, and catches his breath. He's been swinging and jumping for over an hour and it was super exhausting at his size.

"Keep the faith, Spidey. Keep the faith," he said to himself to motivate himself.

Spider Sense kicked in. Someone from inside the penthouse was coming out through the balcony door. It was, to Spider-Man's surprise...

"Black Cat," he said.

It's hard not to feel intimidated right now if you were Spider-Man right now. Seeing Black Cat at his size from all the way down on the floor is terrifying. She's like a living skyscraper compared to him. Her long legs and large black boots made him feel like a real bug on the floor. The claws on her outfit made him feel squeamish, hoping he never has to look at those claws up close.

"She looks happy," Spider-Man noticed.

Black Cat was indeed happy. The small framed painting in her hand was clearly the source. Spider-Man sighs, once again annoyed by her kleptomania. She's believed to be dead by the entire city and she chooses to continue doing what she does as Black Cat instead of taking advantage of her secret identity as Felicia Hardy.

"Another night, another score," Black Cat said cheerfully. "Maybe I'll be luckier if the Spider comes."

Unbeknownst to Black Cat, Spider-Man did come. Except he's tiny and on the floor and just a couple steps away.

Speaking of steps, Black Cat begins to walk towards the balcony. Right foot first. That first step felt like a mini-earthquake to the tiny superhero. His brief struggle to stay on his feet caused him to fail to react to Black Cat's next step. Her left boot hovered right over him, casting a large shadow upon him.

"Meap again," Spider-Man squealed.

And... SQUISH!

Black Cat's boot comes down on Spider-Man. The Black Cat unknowingly crushes Spider-Man under her boot.

"Ooh, did I step on something?" Black Cat wondered, having felt something under her boot.

Black Cat lifts her left boot off the floor so she can see what she stepped on. It was something small. Something red, blue, and white.

"Did someone leave a Spider-Man action figure here? Cute," said Black Cat.

Spider-Man regains consciousness only to see two ginormous clawed fingers coming for him. Black Cat grabs him and lifts him up so she can take a closer look at him. He started squirming and pushing in an attempt to break free, to no avail.

"Oh, so it's not a toy. It's the real deal," Black Cat realized. "Hey there, Spider."

"Ah, I should've stayed still," Spider-Man complained.

"So, it seems you've gotten yourself in quite a little predicament, huh, Spider?" Black Cat quipped.

"Ha, very funny," Spider-Man said sarcastically.

Spider-Man tried to pry Black Cat's fingers off him, but despite his super strength at this size, it was no use. Black Cat playfully squeezed, hurting Spider-Man a little and prompting him to stop.

"Ow," he said rather calmly in spite of the pain.

Black Cat giggles. "Oh, the things I can do to you," she said mischievously.

"Think we can wait until tomorrow? I'm kinda on a mission," said Spider-Man.

"All work and no play, huh? I'm sure Spider Jr. can handle it while we have some fun," said Black Cat.

"Felicia, I'm being serious," Spider-Man said, still squirming.

"Aw, c'mon, Spider. Just a few minutes," Black Cat pleaded. "Besides, this'll give us some real time to catch up"

Spider-Man tries to escape by swinging away. He webs a flower pot hanging on a hook of the overhang. He succeeds in breaking free from Black Cat's grip, only for Black Cat to grab his web line mid-swing. Black Cat dangles Spider-Man in front of her, smiling at him with that bad girl look on her face.

"Can't have you leaving me this time, Spider," said Black Cat.

Black Cat starts spinning the web string, wrapping Spider-Man in his own web. Like a cat, she shows her affection to Spider-Man by licking his teeny tiny masked head.

"Good thing I'm Spider-Man and not Mouse-Man," Spider-Man joked, considering the relationship between cats and mice.


Back at MJ's apartment, MJ just returned from the Daily Bugle, having finished the work she had to leave when Peter called. To her dismay, Spider-Man is nowhere to be seen. The only "person" in her apartment is Spider-Plushie.

"Son of a..." MJ stopped herself, but she's still angry.

She picks up Spider-Plushie and shoots a scolding look at him.

"You had one job, partner," MJ said, disappointed.

MJ takes her plushie's chocolate bar and takes a bite out of it as she wonders where Spider-Man could be. She calls him immediately to find out.

"MJ! Thank goodness," Spider-Man said, relieved.

"Oh, wrong words, Peter. More like thank goodness that I haven't found you yet," MJ said, sounding like an angry parent.

"Look, you can squeeze the air out of me or step on me later. Right now, I'm in trouble," said Spider-Man. "I've been kidnapped."

"By who?" asked MJ.

"Felicia," Spider-Man answered. "She's taking me to her new place right now."

"Wait, if you're with her now, shouldn't you be keeping quiet? She could hear you calling for help," said MJ.

"You do not wanna know where I am right now," Spider-Man said, sounding like what he's going through right now will traumatize him for life.

"I'll call Miles," said MJ.

"No, call Yuri or Sable," said Spider-Man. "Miles has to find Taskmaster or we'll lose him forever."

"Or I can go myself," MJ suggested. Boastfully, she adds, "If you think I can destroy someone like Taskmaster, surely I can handle Black Cat."

"Ah... fine. I don't want Yuri or Sable to see me like this anyway," said Spider-Man. "Just be sure to bring your stun gun."

"I never leave home without it," MJ said proudly. "Just tell me where you are."


Meanwhile, Spider-Boy has been tracking Taskmaster for hours. The Pym Particle data that Spider-Man sent to him can only help him so much. The data led him to Harlem. The signal he was tracking was at an empty area near a very thing alleyway. No one was there, which is a good thing. Still, Spider-Boy can't see anyone or anything here.

"There's gonna be an ambush, is there?" Spider-Boy guessed.

He was right. His Spider Sense alerted him to electric bolas coming at him from behind. He back-flips high to dodge the bolas. He webs the bolas and throws them back at whoever threw them. Well, he hit a wall.

"Uh... where is he?" Spider-Boy wondered.

"Right behind you."

Spider-Boy turns around and fires multiple web shots. Taskmaster gets webbed up, but he breaks free easily with his photogenic sword.

"Alright, plastic cheeks. Hand over the Pym tech or this'll have to get ugly," said Spider-Boy.

"Then it'll have to get ugly," said Taskmaster. "And I know your every move."

"In that case, prepare to be amazed," said Spider-Boy.

Spider-Boy web-zips himself towards Taskmaster for a punch, only for Taskmaster to use exquisite timing to kick him in the stomach. Taskmaster tries to slash him with his sword, but Spider-Boy webs himself to a safer distance away from the sword.

"Okay, let's try something different," Spider-Boy said to himself.

Spider-Boy webs Taskmaster's legs, keeping him from moving. Spidey-Boy then pulls Taskmaster towards him so he can punch him. Unfortunately, Taskmaster slugs him in the face first.

Taskmaster then throws electric bolas at his legs, preventing him from walking or running. Taskmaster grapples his neck and then pulls him closer. When the young hero was close enough, Taskmaster spin-kicks him with so much force.

"Okay, I am so considering calling you my arch-enemy," Spider-Boy complained. "Although, that would be so cool. I always wanted an arch-enemy."

"I guess Spider-Man also taught you to babble during a fight," Taskmaster commented. "Big mistake on his part."

Taskmaster tries to kill Spider-Boy with his sword, but Spider-Boy manages to dodge his swings, if barely. He even had to bend his knees and lean back so far (like in the game "How Low Can You Go?") as the sword was only a centimeter away from cutting his nose off. But Spider-Boy failed to dodge Taskmaster's next kick, which hit him in the nose.

"You need new tricks, kid," said Taskmaster.

"As a matter of fact, I have a new trick," said Spider-Boy. "You won't even know what hit you."

To Taskmaster's shock, Spider-Boy just vanished. It's as if he turned invisible or something. One thing's for sure, Taskmaster can't see him anywhere. He looked around in case of a surprise attack, but he still can't see him. He looked behind a dumpster, at the walls, and at the rooftops, but still no sign of Spider-Boy.

"Hey, paper face," Spider-Boy taunted.

That voice came from behind Taskmaster. Taskmaster turned around, only to he hit by an invisible punch, as if he's been punched by a ghost. Immediately after that, he gets hit with an invisible kick to the back. Invisible punches hit Taskmaster from head to stomach without him seeing where they're coming.

Then Spider-Boy decided to reveal himself.

"Surprise!" Spider-Boy said.

Spider-Boy punches Taskmaster hard in the face, knocking him down.

"Didn't even know what hit you, didn't ya?" Spider-Boy teased.

Spider-Boy tries using his bio-electrokinetic touch, but immediately discovered Taskmaster had insulated his suit from electricity, keeping him almost completely safe. Taskmaster kicks Spider-Boy down.

"Darn it," Spider-Boy cursed.

"I admit, you surprised me," said Taskmaster. "Here you go, kid."

Taskmaster gives Spider-Boy a growing disk.

"You're just giving it to me? Why?" asked Spider-Boy.

"Clearly, I have more to learn," said Taskmaster. "And I can't learn more if you're dead. We'll be seeing again some day, kid."

Taskmaster disappears in smoke, leaving Spider-Boy with the key to restoring his mentor to normal size.

"I think it's official. I have an arch-nemesis. A formidable one, at that," Spider-Boy commented. "And thank you, MJ. This optical camouflage thing works like a dream."


Black Cat returned to her new place. Since no one, not even Hammerhead or the Maggie, know of her secret identity as Felicia Hardy, she is able to use her unmasked persona to still live in the city. New clothes. New job. New apartment. Same old game. A lucrative game, she would say. Hey, whatever pays the rent, right? Spider-Man of all people should understand the difficulties of rent.

"Home sweet home, Spider," said Black Cat.

Black Cat takes Spider-Man out of... wherever in her person she was hiding him in... and sees that he has passed out from the travel.

She giggles and says, "Aw, looks like someone couldn't handle big ole' me."

Black Cat puts Spider-Man down on her pillow while she freshens up in the bathroom. After she was finished, she returned to her bed only to see that Spider-Man is gone and he has broken out of his own webbing. As it turns out, he faked having "passed out" in order to escape.

"Clever little spider," Black Cat said menacingly, although impressed.

~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~ SPIDER-MAN ~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~

Spider-Man managed to make it to the roof of Black Cat's apartment building. He had to stop and rest after so much running, jumping, and swinging. He currently stands near the edge of the roof, preparing to make his getaway. All he needs is more air in his lungs and control over his breathing. All the running, jumping, and swinging he did all night, getting tired seemed easy for him tonight.

"Almost eaten by my girlfriend... stepped on like a bug by my ex... can tonight get any worse?" Spider-Man complained.

Spider Sense tingling! Spider-Man turns around as come face to face with... a spider. A large spider, in fact. Slightly bigger than the 2-inch superhero. With its menacing multiple eyes, long hair legs, and sharp fangs, it could scare any man and child who would lay eyes upon it.

"Sure, why not?" Spider-Man said sarcastically.

The spider roared at Spider-Man, causing him to step back a little.

"Whoa, buddy," Spider-Man said calmly. "Look, I don't know if you've noticed, but I'm one of you." He gestured to the spider symbol on his suit. "I mean, sure, spider cannibalism exists, but you're not a black widow or a female..."

The spider roared again.

"Why do I keep offending the women species?" Spider-Man complained.

The spider attacks. It tried to sink its pointy legs into Spider-Man, but he dodges the spider's quick attacks. It tried biting him, but he dodges that attack as well with very quick movements. Spider-Man ran away, but the spider jumps over him and lands right in front of him, stopping him in his tracks.

"C'mon, Pete. This is the ultimate boss fight of your superhero career. Don't act like a baby," Spider-Man said to himself. "Alright, Mrs. Roars-a-Lot. You want a piece of me? Well, come get it." He said with the bring it hand gesture.

And so, the real fight begins. Spider-Man continues to dodge the spider's attacks (be it using her legs or her fangs), but this time, he was not trying to run away. He was on the defensive because he is trying to find the right time to strike. The spider was very quick, so being smart is as important as being quick for this one. After back-flipping over its incoming leg, Spider-Man punches the spider in the face.

"I'm sorry, but you left me no choice. I swore to never hit a lady, but it's you or me," Spider-Man said dramatically.

The spider continues trying to either hit or bite Spider-Man, but he proves himself way quicker than an average spider, even at this size. As he dodged, he placed well-timed punches and kicks to her face. As much as he hated hitting a girl, he knew he had to get offensive with this particular lady. An uppercut here. A not-so-gentle left hook there. A quick jab over here. An overhand over there. A spin kick right here. A roundhouse kick right there.

The spider goes for another bite, but Spider-Man successfully dodges her again. Not only did he dodge her bite but he did so sliding underneath her. As soon as he was right behind her, he makes his move.

He webs her derriere and begins spinning in circles, winding up and dragging her in circles in mid-air. He lets go of the web line and the spider gets thrown to the top of the rooftop shed. It seemed almost unfazed about being thrown from a very far distance. Maybe its the adhesives on its legs cushioning its impact.

"So, are we still gonna do this, ma'am?" Spider-Man asked, hoping his opponent says no.

The spider just decided to get back to business and started weaving a web to climb down the building. Apparently, it doesn't want to come back for revenge. Good, Spider-Man thought. The fight was weird enough for him. He thought it would the battle to end all battles, a tale to tell to all. Instead, it's something he never wants to bring up at any time in the future.

"Okay, good fight. Good fight," he said to his departing foe.

Then out of nowhere, a pigeon swooped down on Spider-Man like a hawk. Thanks to his Spider Sense, he managed to dodge the pigeon's sharp beak by jumping off the edge and back on the rooftop floor. The pigeon turns back around and swoops down again.

"Pigeons," Spider-Man muttered with contempt. "If I hadn't just faced Mamma Spider today, I would say pigeons are my fiercest enemies."

The pigeon descends towards him and attempts to peck him. Spider-Man dodges the pecks with little trouble. He had to flick the pigeon on the beak so it would go away. He didn't want to hurt the pigeon, hence the tiny flick, but he had no choice.

"Sorry, pal, but you picked a bad night to mess with me," said Spider-Man. "Now, c'mon! Bring it!"

Spider-Man gets into his fighting stance, preparing for another fight against the wildlife of New York.

Fortunately, the pigeon leaves him, flying away back to the blue-black skies above. Unfortunately, it wasn't because of him. It was because it saw someone coming. That someone pounced on Spider-Man and grabbed him before he could react. Even more unfortunately, it was the one who Spider-Man was running from earlier. Black Cat. She held him tightly in her hand so he couldn't escape. Spider-Man wiggled and squirmed, but all he freed was one arm. Black Cat tightened her grip further, causing Spider-Man to whine in pain.

"Felicia, please, let me go," Spider-Man pleaded.

"Aw, but we haven't had fun yet," Black Cat said, sounding like a dejected little girl.

"Ah, never mind," Spider-Man gave up. "Hey, you got a little something in your eye."

With his free arm, Spider-Man shoots a web shot at Black Cat's eye. This caused her to loosen her grip on the tiny superhero. He breaks free from her hand and back-flips down to the ground.

After getting the webbing out of her eye, Black Cat says, "I guess we're just gonna have fun the old-fashioned way. David vs. Goliath."

"Well, I guess it was inevitable I get into a boss fight with a giant," Spider-Man commented.

"I'll try not to squish you, Spider," Black Cat said playfully.

"I'm already scared," Spider-Man said honestly. "But if I win, you let me go. Okay?"

Black Cat smirks as she makes the first move. Her giant hand swoops down on Spider-Man really fast. He manages to jump high to avoid getting grabbed again. When Black Cat's hand hit the floor, Spider-Man quickly webs her fingers to keep her hand glued to the floor. Unfortunately, she broke out of his tiny webs without any trouble.

"Oh, come on, Spider. You gotta try harder than that," Black Cat teased.

Black Cat goes for a sweeping low kick. Spider-Man had to jump higher this time to avoid getting kicked. Unfortunately, he couldn't dodge the incoming hand that swatted him out of the air like a fly. Spider-Man lands hard with a slightly aching shoulder. Black Cat raises her boot high over him and lower it at high speed. Spider-Man jumps to the right to avoid getting stepped on... again.

"Did you just try to squish me?" Spider-Man asked angrily.

Black Cat smiles in an unapologetic manner as she makes another move. She tries to grab him again, but he dodges her hand again by jumping high. This time, he lands on the top of her hand and runs up her arm, making his way towards her face. Black Cat attempts to flick him off her arm, but his Spider Sense helps him avoid the giant fingers. Black Cat changes tactic and raises her arm high in a swift motion, causing Spider-Man to tumble down her arm. He was heading towards her wide open mouth. Wait, what?

"WHOA!" Spider-Man screamed.

Before Spider-Man could fall right into the cat's cavernous maw, Spider-Man fires two web shots at Black Cat's forearm, allowing him to slingshot away from her mouth and back on the ground.

"Did you just try to eat me?!" Spider-Man shouted, frustrated.

"No, I was just trying to give you a kiss," Black Cat lied flirtatiously.

"I might as well have designed a Mouse Man suit for this," Spider-Man muttered.

Spider-Man's muttering gave him no time to dodge Black Cat's baby kick, which, at his size, was strong enough to send him flying across the roof until he slammed into a concrete wall. Despite suffering even more pain, Spider-Man leaps off the ground and fires an Impact Web shot at Black Cat. Black Cat dodges the shot by leaning to the side and then performs a cartwheel. Timing Spider-Man's landing perfectly, Black Cat baby-kicks him high up, giving her the opportunity to grab him and imprison him in her hand.

"Give up yet, Spider?" Black Cat asked with a smirk.

"Uh, what do you say we call it a draw?" Spider-Man begged.

"I say, I haven't played hard enough," said Black Cat.

Black Cat opens her hand and blows Spider-Man down to the ground. The red-and-blue-suited superhero was thinking about giving up, but then he decided there was no way he was going to surrender himself to Black Cat.

"Not again," he said to himself with determination.

The following sequence might as well be a slow motion action scene in a movie. Black Cat goes for another low kick, but Spider-Man dodges it by ducking real low. Black Cat tries grabbing him with both hands, but Spider-Man avoids her with a charge jump. Spider-Man fires a web line at Black Cat, who catches it with her hand. She flips him up high in the air and waits for him to come back down.

Spider-Man gets into a swan dive position as he falls straight towards Black Cat. She tries to grab him out of the air, but he quickly fires a Concussive Blast at her face, stunning her for a while. Spider-Man web-zips himself towards her shoulder and then point launches to a free fall behind her. While in free fall, he fires multiple web shots at both her shoulders. Pulling as hard as he can, he drags her down and she falls on her back. He had to dive out of the way to avoid getting crushed when she fell.

Spider-Man hops on top of Black Cat's forehead and looks at her in the eye (the right eye, to be specific).

"Please tell me you give up," Spider-Man pleaded.

"Well, I must admit, you fight good for a pipsqueak," said Black Cat.

"And you'd made a cute but terrifying movie giant," Spider-Man complimented.

"Cute, huh?" Black Cat teased.

"Uh..."

The sound of the rooftop access door opening captured the attention of the two. It was MJ, holding her stun gun like it was an actual gun, with two hands and all. She looked ready to fight, only to see that Black Cat has already been beaten... and Spider-Man was on her forehead.

"Am I interrupting something?" MJ teased suspiciously.

"Uh, no. We were just about done here," said Spider-Man.

"I was on my way to rescue you, but it looks like you got this handled," said MJ, still sounding like a suspicious and jealous girlfriend. "Did you have fun?"

"Oh, we had plenty of fun," Black Cat answered.

Spider-Man quickly jumps off Black Cat and walks back to MJ to avoid any more awkwardness.

"I guess our special night ends now, Spider," Black Cat said. "Can't wait for next time."

"Didn't he tell you that he needed help with his size issue?" asked MJ.

"Oh, I did. She didn't care as long as she has a Spider-Man toy to play with," said Spider-Man.

"Well, can't blame a girl for missing her precious little spider?" Black Cat replied.

"You know it, girl," MJ agreed.

"Well, aren't you two getting friendly?" Spider-Man noticed. "Maybe you two can set up a girl's night out? Or you can do it tonight?"

"Yeah, no thanks," said MJ.

MJ picks up Spider-Man and leaves. Black Cat waves goodbye to her ex... in a flirtatious way, of course. Spider-Man waves back casually, much to MJ's annoyance.

~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~ SPIDER-MAN ~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~

MJ takes the elevator down to the ground floor so they can get out of the building and go home. Spider-Man sat on MJ's shoulder as she walked. He couldn't help but notice that she was not happy.

"Look, I'm sorry," Spider-Man apologized. "I just thought that if Ant-Man can do heroics at this size..."

"Pete, I am angry," MJ interrupted. "But I'm proud of you. As much as I wanted to do the saving... again... I'm just glad you're safe."

"Hey, at least it was just Felicia and not Screwball," said Spider-Man. "Felicia would just keep me to herself unless someone stops her, while Screwball would expose my shrinking case via her channel."

"What exactly did she do to you?" MJ asked curiously. "You sounded strange on the phone, like she did something that'll give you nightmares."

"I'd rather not say... just in case you might do it to me too," said Spider-Man.

"Just so you know, for sneaking out on me, you're staying this size for the rest of the night," said MJ. "Miles can handle the next three hours of patrol on his own."

Spider-Man gets a call on his phone. As if on cue, it was Miles. MJ told him to put it on speakerphone.

"Hey, Miles," Spider-Man answered.

"Hey, Peter," Miles greeted. "I got one growing disc from Taskmaster. And get this, I beat him. Well, sort of. But I had him."

"Really? Nice," said Spider-Man.

"Way to go, Miles," said MJ.

"Is MJ with you?" Miles asked, having heard her voice. "Hey, MJ. Thanks for the optical camouflage tip. It really helped."

"No problem," MJ replied happily. "Just leave the disk at my place and get back to patrol. I'll take care of Peter's problem."

"Can you at least send a picture?" asked Miles.

"Sure," said Spider-Man. "See ya tomorrow, Miles."

MJ takes out her phone and takes a selfie with the miniature Spider-Man. She immediately sends the picture to Miles. His reply was "So cool. Thanks." The couple can tell that Miles wishes he can try out the shrinking stuff one day.

"Lock him in a room with Felicia for one day and he'll change his mind about this whole shrinking stuff," Spider-Man commented.

Then Spider-Man got a call. It was... Scott Lang? He answered the call.

"Hey, Scottie," Spider-Man greeted.

"Hey, only my best friend calls me Scottie," said Scott. "Listen, Hank just found out that some of Pym Tech's shrinking tech is missing. I just wanted to know if you would know anything about it."

"Ah, let's just say I do," Spider-Man said cryptically.

"You got shrunk, didn't you?" Scott guessed.

"I... I just... yeah," Spider-Man confirmed. "But I'm fine. I got one of your growing disks and I'll be back to normal soon."

"And what were you doing with my shrinking tech?" asked Scott.

"Actually, it's not me. It's A.I.M.," Spider-Man informed.

"The beekeeper science organization?" Scott asked humorously.

"Someone from the inside must've stolen the tech, and Taskmaster, who I'm sure you've heard of in the news, stole it from them," said Spider-Man.

"What would A.I.M. want with Hank's tech?" Scott wondered.

"A mystery for another day, Scottie," said Spider-Man.

"Hey, stop that," Scott said, annoyed. "You know what, never mind. Just make sure Hank's tech is out of dangerous hands. He's already given me enough grief for tinkering with his tech once. It was once!"

And that ends the call. Let's just say Spider-Man and Ant-Man have established a good friendship. Spidey calls him "Scottie" against his orders, but they like and respect each other nonetheless.

"Well, I guess I'll be bunking with Agent Spider-Plushie for the night," said Spider-Man.

"Actually... I was thinking of keep you close to me at bedtime," MJ teased.

"Wait... you're not asking me to... with you... are you... I... not that... you would... at this size... but won't you squish me in your sleep?" Spider-Man babbled, surprised and nervous.

MJ giggled in amusement.

Now, it's The End. Boy, was this fun! One of my favorite chapters so far. I just like shrinking adventures. Seen a lot of it on TV and they either make me laugh or cringe, depends on how well the shrinking adventure is written and executed.

So, what do you think? Please give me your full, honest opinion (but no requests, please).

Notes:

- Spider-Man getting sucked into MJ's mouth... I just thought it would be funny. Besides, doesn't that kind of stuff happen in some shrinking adventures on TV?

- It's obvious that the title of the chapter is based on the nursery rhyme "Itsy Bitsy Spider". And yeah, I included a "up the water spout" moment with Spider-Man. Cheesy, but I just thought it would be funny.

- Just in case someone forgot, Miles thanked MJ for the optical camouflage tip because of Chapter 9 ("What If MJ Got Bitten?"). MJ had a dream where she had Miles' powers and she wanted to talk about the camouflage thing with him. The payoff just came in this chapter.