Author's Note: So I switched it up this chapter and wrote for a girl who did not have red hair, which I admit... I have a bit of thing for. And I wanted to write for a different version of Spidey too, a younger version that doesn't have everything quite figured out yet.

So this is set within the Ultimate Spider-Man animated series, in-between the second and third season. You don't need to know much about it to follow it so no worries there, I watch the show occasionally and I think it's a great show for kids but I wouldn't mind something a little more mature. Which is what I had in mind whilst writing this, a more mature version of the characters in the show. I hope you guys enjoy!

Disclaimer: Any and all Marvel characters belong to Marvel and in turn Disney, I do not own them or have anything to do with them in any way. The same can be said for the DC side of the spectrum, any and all DC characters are owned by DC. I make absolutely no profit from this, it's just a bit of fun.

Ava Ayala/White Tiger

Peter Parker sat there, his red and blue legs dangling over the edge of an insanely tall skyscraper, just staring blankly at all the hustle and bustle of Midtown Manhattan. He could hear the wind pass him by, howling against his wide opaque lenses. He could hear J Jonah Jameson's gruff voice, ranting away in the distance on one of his unnecessarily large jumbotrons.

He could hear a lot of things when he was up so high, it often gave him time to think. Gave him a chance to just sit back and contemplate what sort of life he was leading, but he wasn't always happy with the answer. Not even content, just kind of… meh.

And it usually bothered him, more often than not, it frustrated him. But not then, not with such a big decision plastered right in front of him.

"Spider-Man, we'd like to offer you a place on our team. What do you say, kid? Wanna join the Avengers?" Tony Stark's words hung heavily in the air, and all Peter could do was stare at him.

Dumbly stare at him, with his team hanging in the background. His team, his friends. People he relied on, just as much as they relied on him. What was he supposed to do? What did he do?

Spider-Man said he'd think about it, such a huge step needed some serious thought. And it was a big step but… in what direction?

Peter heard her before she approached him; she was getting increasingly better at the whole stealth thing, something he had tried to teach her. She was probably better than he was, silent and swift. But he didn't bother to turn to her, acknowledge her arrival. Not even when she sat down next to him, her own white clad legs hanging off the edge of the building. So high up, one wrong move and they'd fall.

Kind of exciting, really.

"Are you okay?" Ava spoke first, breaking the silence between them.

Peter could see, in the corner of his eye, that her mask was off. She rarely took off her mask, not around anyone else, not out in the open. Brown eyes staring at him, waiting for him to say something, or was she dreading it?

Spider-Man shrugged. "Yeah, I'm fine. Just a little uhh… confused, you know?" He replied, throwing a casual wave of his hand in there for good measure.

He felt Ava's eyes leave him, cease studying him for a moment. "Well, it is a big decision." She commented, staring off into the thick urban city.

A short laugh and he was nodding. "Definitely," Peter even managed to spare a quick glance at her.

The last time he had managed to see her, properly anyway, was when she and his team were all Goblin-ed out. Not a very pleasant memory, still carved freshly in his mind. It actually surprised him, how beautiful she was. How someone so smart and strong, someone with her own issues and guilt, could be so breath-taking. And be a good enough person to tolerate the hand that had been dealt to her, namely him and his idiocy.

"You know, when I first heard you were chose to lead the team… to lead me, I was so angry." Ava breathed out; making sure her black hair was hiding her face from his view.

Peter raised his eyebrows, a little caught off guard at the sudden change in topic. "Yeah?" He asked, turning to fully face her or what he could see of her.

The feline fatale nodded with a smile, he could just catch it at the right angle. "Yeah… I mean, you were terrible. The way you fought, your form, your inflated ego… you were worse than the bucket head." Ava using one of his nicknames, something she herself considered stupid, made him feel warm inside.

Spider-Man scratched his masked head with a hidden but unsure smile. "Is this supposed to make me feel better?" He questioned, a little relieved when she turned to face him.

But shocked when she placed her gloved hand on his arm in an apologetic manner, it almost froze him. "No, no, that's not my point. I was just getting to that but… see? You're still so impatient, even after all this time. I honestly thought you were just some guy, using his powers to move up in the world." White Tiger explained, with such honesty that it made Peter pause and listen.

"And then we went to school with you and made friends with your friends, we lost our home and went to live with you. You and your aunt, who you care so much about. It all really changed my mind, you know?" Ava admitted, flashing a grin at him and not seeming to notice that she was still touching his arm.

She paused for a moment, as if thinking about something, something important to her by the look of it. And normally, he would have blocked out the silence with a lame joke or witty retort but he was perfectly fine, just looking at her.

"And then… with the Kraven thing and my father, you were there for me, more than anyone else in forever. My point is, you're a good guy, a great guy even. And this is a great opportunity for the world to see that, no more hiding." She continued, his second in command.

A soft peck on his masked cheek, lingering a little more than Ava had planned, was something Spidey was not expecting. He stared at her legs as she stood up and walked to the corner of the spiralling building, dazzled by the sway of her hips, something he had not noticed before.

"Whatever you decide, we'll support you no matter what. We're your team, Peter. And we always will be," the teenager told him, placing her mask back on as she turned away from him.

And with nothing else to say, she left, diving straight off the building without another word. Peter suddenly felt a little colder, a little more vulnerable, something he never felt. The science prodigy was missing her already, what the heck was wrong with him?

He wasn't going to let a girl influence his decision, was he? Base his status as a possible future Avenger on her opinion alone, was he?

"Okay, I've made up my mind!" Spider-Man called out, letting himself slide off of the edge of the building.

All the while secretly hoping that maybe if he was quick enough, put his spider-speed to use and leaped fast enough, he could've caught up to Ava Ayala.

Author's Note: And that's that, pretty simple stuff but I enjoy simple every now and then. I've never wrote anything for Ultimate Spidey cartoon characters but I hope I did a good enough job, if not then just let me know and I'll do my best to improve. It'll help out a lot because I'm hoping to write an Ultimate Spidey story at some point, so it's greatly appreciated.

Anybody catch the Amazing Spider-Man 2 video game trailer? Crazy, right? With Kraven and Electro? One of the many things to look out for this year!

Guest Reviews:

Hercules8: It's no problem, man. Always a pleasure talking to you, thanks for the review!

ARandomSpiderFan: That's very interesting to know, I'm sure you're enlightening a lot of people :) Thanks for the review, though next time, I'd appreciate it if you wrote something a little more in the vein of the story and how it was written. Random pieces of Spidey trivia aren't really helping me get better as an author, but they're fun in the right context.