Chapter Two

New York. A city is full of fast-paced individuals. Home to several criminals and heroes alike.

Though we look towards a masked man crawling up the side of a wall. This masked individual was hard to identify. A tall, maybe 6'2 man? They were rather lean and seemed to be in great shape. Though they wore a red and blue spandex suit that made it hard to identify anything else about them. The mask was similarly mostly red, with bits of black and blue in places. His mask eyes moved, strangely enough, showing expression.

But who crawls on walls in the first place, anyway? This person reminded people of a spider the way they moved. That was probably why he called himself Spider-Man.

Though Spider-man's focus was on the alleyway below. However, the alley itself wasn't much to look at itself. No, Spider-Man was more concerned about the individuals standing in it who looked to be up to no good.

It seemed a young couple was being harassed by about 4 thugs. These thugs wanted money and anything they could sell fast. The thugs were rather unremarkable, covering their faces with the usual black masks you'd see on a robber.

The Web-crawler silently extended his arm. In a moment an odd white substance shot from the device well hidden on his wrist. They let go of the wall and hung from the line of web and lowered himself down. Hanging upside down about five feet overhead of the thugs.

The street light reflected off of his mask eye. It made him look a little more ominous. Like he was a predator stalking his helpless prey.

"Well, this seems a little unfair. " He spoke rather calmly. Spidy seemed to stifle a snicker when the thugs whipped their heads towards him in shock. "Four against two? Now, why don't I help even those odds?"

Within moments, Spider-man had caught three of the thugs in his strong webbing. Those thus now stuck to the ground. The 4th one was yet to be webbed.

"Spider-man!" He yelped as terror filled his brown eyes before he too was quickly webbed to the dumpster behind him.

A select few individuals knew Spider-Man as Peter Parker. Peter turned to the young couple. Checking to see if they were unharmed.

The two women thanked him before using one of their phones and calling the cops. Spider-man took his leave, smiling under his mask at another good deed done.

Peter wondered to himself as he swung from building to building whether to call it a night. He had finals to study for, after all, and it was getting late.

It had been a week or so since the team up with Dr. Strange. Spidy then recalled his current cheerleader problem after thinking about Dr. Strange. The last few weeks had been super busy. And almost always there was that girl with her blue pom-poms...

Now he wasn't completely complaining since she saved him a few extra beatings by distracting the villain involved. But that was definitely dangerous. And it didn't seem that she was stalking him, but she did almost always have those blue pompoms on hand... It was kinda funny now, thinking back on it. The villains really disliked pom-poms. And the cheers she came up with were just gold.

Though on another note, he seriously needed to have a conversation with her about not doing it. Because it was definitely attracting unwanted attention her way. But the times when Peter had tried speaking with her, she pretty much stopped working. It was kinda funny at first. But then she calmed down, seemed to want to say something, and then ran away like she was terrified of something.

Though there was the last week that she was definitely super pissed at Stephen= Dr. Strange for some odd reason. Peter considered that she was actually evil and trying to get close to heroes for some reason for a moment... That was until he remembered her face running back towards him with Ock hot on her tail.

A snicker of amusement escaped his lips. There is no way she's a bad person. That was when his phone vibrated. He answered through the headpiece inside his mask.

"What up M. J?" Peter greeted his longtime friend and now girlfriend as he swung through and over the buildings of New York.

"Peter, did you forget something today?" She asked, seeming to be annoyed if her tone of voice was anything to go by.

Oh crap, what'd I do now? Peter winced, guessing that he was in for it now.

"It's not an anniversary or something, right?" Peter asked, laughing nervously, hoping he hadn't forgotten her birthday or something.

He really hated it when he forgot important stuff. Being a hero was important to Peter, but he hated putting the people he loved on hold for it.

"Peter, I'm at Olives right now. " He could almost see her rubbing her temples, annoyed at his terrible attendance record and memory.

"Oh, I totally-" Peter finally remembered the dinner date he had set up for the two of them. He was such a moron sometimes.

"Forgot? I know Peter. I just... Really miss... Ah Never mind Peter." M. J tried to hide the disappointment in her voice.

M. J knew this was inevitable and increasingly normal for them. She felt selfish, but she just wanted to spend time with Peter. Now she would never even consider getting in between his hero life. She loved and admired him for it. Even so, she'd really like to spend time alone with her boyfriend.

"I miss spending time with you to M. J... " Peter sighed, trying to think of a way to make her feel better.

Peter really hated disappointing her. He also hated this part of being Spider-Man. He never wanted to make the people he loves feel secondary in his life. But there was no way he could or would stop being a hero. No matter how depressing his personal life got...

"How about we-" Peter made a hard swing to avoid the immediate threat that his spidy sense suddenly warned him about.

"Sorry M, but I'll have to call you back! Love you. " He rushed to say and hung up.

His eyes swiftly landing on Vulture, who'd attempted to attack him.

Spidy braced himself as he crouched on the side of the building. Watching Vulture intently and waiting for the right moment to jump into action.

"You know, I was having a conversation with someone. " Peter informed, annoyed at the interruption.

He lept at Vulture, shooting his webs. "You're so rude, man. " Spidy added as he pulled himself to Vulture's back, his feet making contact with the green metal between his robotic wings.

A loud crunch of metal followed by the painful howl from the villain. Shards of metal falling away as Spidy backflipped away, leaving two Spider-man foot-sized holes in the back of the armor. Though Spidy didn't notice the black smoke escaping Vulture's mouth.

"Aww, what's the matter V? Back giving out on you?" Spidy mocked, attempting to web the old enemy immobile for a quick ending.

"You should worry about your own back!" Dr. Ock said, bursting out of the building behind Spidy.

Spider-man's eyes widened as he tried and failed to twist and web-sling himself out of the way. Harsh contact between one of Oto's robotic arms and Spidy's mid-back sent the Web-crawler into the next building. Glass shattering around him and ripping the chest of his suit, showing freshly made and bleeding cuts.

Spider-man tumbled to a stop on his front. Trying to catch a breath and get over the incredible back pain he was enduring and was currently glad his spine didn't get damaged. Trying to push himself up to his feet as the dizziness wore off.

"If I had a nickel for every time someone said that... Huff... I'd be rich. " Spider-Man turning to face the two villains and prepare himself for another tough fight.

Katie arched her back while in her desk chair and let out a loud yawn escape her lungs. Currently on a sleepless day 5 on another surge of inspiration for some device to keep herself alive and busy. Her current situation was driving her crazy when she lingered on it too long.

Last week had been a lot closer to death than she needed to be. And there was no way she was going to stop. Because the way she saw it was that if she could buy Spider-man or any hero who crossed her path even a moment, it was worth it.

Katie Ross was lazy, but she wasn't so lazy that she'd let a hero beat downslide. If she was gonna be in this dimension for a while, she was gonna make sure to appreciate the ones getting hurt on civilian behalf. Unless their name was Dr. Strange… That no-good bastard!

Katie was finishing up the last tweaks for the last few wires of the small red circular device. Before she slipped it into her pocket for later use. The device was meant to be used as a distraction. She also grabbed a few smoke bombs that looked like pens and stuck them in her back pocket.

Katie then grabbed the paintball handgun. Deciding to stuff it in her bag just in case. And that was when a loud bang roared from the immediate distance. Distinctly the sound of crashing metal and glass getting closer to her direction.

Katie froze for a moment before rushing to leave the building before a possible villain could spot her leaving it. She didn't need a villain finding her Arch after all, or a super battle destroying it either.

She rushed out of the door and into the back alley. Slowing to a walk to slip into the crowd who had yet to run away. Honestly, you'd think they'd have learned by now.

Katie pulled her loose hair up into a ponytail, watching the incoming Spider-Man and three villains in tow. An icy feeling rose when after noticing Oto and Vulture and she managed to identify Venom...

Katie lifted her whistle to her lips waiting for them to pass. Taking note that the street was now empty after some lady nearly knocked Katie off her balance.

Quickly she pulled out the blue pom-poms out of her bag. Katie held them with both hands. If nothing else, this should get Octavious's attention... And just his...

The four supers rushed overhead, and she blew on the whistle. One loud toot followed by the familiar beat of the earlier cheer for Oto.

Oto looked back first, catching sight of a brunette waving blue pompoms. He came to a complete stop, an evil smirk replacing his scowl. He glanced at the oblivious Spider-Man, trying to keep both Vulture and Venom in check.

Dr. Ock turned to Katie, who was currently being as annoying and distracting as possible. His smirk faltered when she called him a wannabe Stark knockoff.

Oto tore after her, knowing that Spider-Man would falter dramatically if a civilian died, and there was also the bonus that killing her would be satisfying. Two vultures one stone as they say. Hehehe

Spidy managed to knock away Vulture and dodge Venom's attack before realizing there was a missing villain. He looked around quickly, spotting Dr. Ock charging in the completely opposite direction. Spidy was momentarily confused until he spotted flashes of blue and focused on Katie. Thanks to his mask eyes being fitted with visual aid tech with features such as zoom and night vision amongst other things.

"Not again!" He moaned, attempting to swing towards Ock.

That was until Venom tackled him into another building. While Katie winced in sympathy before charging down an alley away from her hideout. The sound of bricks and bits of buildings behind her breaking, flying and crashing behind them as Oto followed, the villain was also gaining speed fast.

Katie bolted up a fire escape, dodging one of his eight metal limbs. "oh shit! Oh Shit, oh shit-" Katie chanted this repeatedly the entire time.

She dived and rolled onto the next roof, narrowly avoiding his capture. God fucking damn it why is he so fast!? And why didn't I do more cardio when I had the chance!?

"So I don't think I clarified that I actually don't actually have a death wish!" Katie yelled as she parkoured to the next building.

"Then you should've walked away. " Oto replied and smirked, lunging two robotic arms on either side of her escape.

Katie was pinned down and at his mercy now. Much to his delight. She turned and laughed nervously.

"You look a little less pale than usual, Doc. Did you use tanning lotion by chance?" she uncapped a small pen and threw it in his face after saying those words.

Immediately the pen exploded into red smoke and blinded him. Oto cried out as it stung his eyes and assaulted his nose with a strong perfume.

Katie took full advantage of this opportunity, crawled under his tentacles, and raced down another fire escape. Rushing into an abandoned building close by and hiding behind some building equipment and wood stockpiles. Trying desperately to catch her breath.

Her heart pounding in her ears as her breathing slowed. Sweat sliding down her face as the sound of clicking metal entered her field of hearing. She checked her pocket and pulled out her brand new distraction ball. Now was as good as any to test it out she supposed.

"You can't hide for long. " He mused, a dark chuckle escaping his throat. "I won't kill you..."

Katie covered her mouth to stop her reply. Sure you won't and I don't own pom-poms. Katie retorted in her mind while rolling her eyes. She even reframed from peaking over the stockpile, not wanting to give away her position just yet.

Distantly, she heard the sound of smashing buildings coming their way. Meaning she didn't wanna get in Spider-Man's way as a hostage. She'd rather eat shit than if that happened.

Everything was eerily silent inside the building. Both of them intently trying to hear the others' movements. And just when she moved her hand from her mouth she clamped it back to fight a yawn attempting to get her killed. Why am I like this?

Ock stood perfectly still, eyes and ears straining and trying to get any trace of her location. Slowly moving up the wall, trying to get a better vantage point. Whilst Katie shifted spotting the arm raising up the wall across her. He was probably trying to get on the ceiling and he'd find her fast there. She crawled through the doorway behind her and stood once she was covered by the wall.

Katie gulped as she looked down the gaping hole in the middle of this room. There wasn't anywhere to go except down, and she didn't wanna go like that. Pressing her back against the wall beside the doorway, she listened for the distraction that seemed to be very close. Idly guessing this building must've been smashed up by a villain battle.

She pulled out her distraction ball and tossed it down the three-story hole. It beeped once, which got his attention. He came to inspect the room, passing her without notice. A second beep, this one louder and longer, made him look down. She slipped back through the doorway and tiptoed towards the exit.

Now a series of chirps came from the hole. She pulled out a remote and pressed a button labeled simbi with a smirk. That smirk completely vanished when she tripped over some construction workers' lunch box. Katie fell face-first onto the dusty floor.

Her blood turned to ice when she heard Ock quickly approaching. She jumped back up and narrowly avoided the claw before another grabbed her leg. She was yanked up and her side was smacked on the hard concrete floor painfully.

"Ow... " She groaned blearily, blinking the tears out of her eyes.

Her head feeling the blood rushing to it while being hung upside down. This was likely to end poorly. It didn't help that her lungs were on fire from so much running from earlier. Her legs too they felt like jelly.

"Gotcha. " Oto bragged, making her look at him for a moment.

"You know, I think I know why Spider-Man likes being upside down. " Katie started not bothering to move, idly noting the remote slipping from her pocket. Her arms dangling limply, waiting for it to fall. "Despite the future bruise on my side, this is pretty damn comfortable. " She put her hands behind her head to prove her point.

Dr. Ock narrowed his eyes in annoyance. Turning her ruffly and grabbing her waist and squeezing, causing her to yelp in pain.

"Can't take a compliment?" She coughed, still wincing from the pressure. "Ya know, despite this, I won't take it personally. But I do hope you figure shit out without body jacking-" Katie lulled her head to look at him warily.

"What-" he was abruptly cut off by Venom slamming through the wall and landing on top of him.

This effectively made him drop Katie, and she landed on her side again. Wincing, she pushed herself up and brushed off the dust and grime on her pants. Stepping backward to distance herself from the recovering villains.

She looked to the newly made hole in the wall to see Spidy jump through. She grabbed two metal poles laying on the ground as Venom started getting up and banged them once, making the symbiote cry out in pain.

Spidy witnessed that and momentarily wondered how she knew that trick? Before watching her wave at him and rush out the exit, dropping the metal poles and creating a loud chime. Effectively causing Venom to reveal its latest victim. Spidy quickly webbed him away from the symbiote and sent him towards the exit in a hurry.

Soon enough, Venom let out a black smoke before trying to take over Oto. That was when a small robotic creature latched onto the face and sent a sound wave directly into it. Venom screeched and was absorbed by the curious new device.

Spider-Man webbed up Dr. Ock first. Quickly making him unable to move. Before picking up the device now a sphere that shook from Venom attempting to break out. A label playing on the small screen 'not meant to hold symbiots for longer than one hour' that message alone made him even more curious. Idly he heard the sound of sirens approaching as he inspected the device. Before pocketing it to study later.

Soon enough, he watched Vulture and Oto being carried away. He glanced over towards Katie, who was talking to an officer. After a long moment, Katie just walked away while the officer was looking down while talking.

Spidy followed her down the street shortly after. Landing about five feet in front of her. She quickly jumped back in surprise. Whoops. Spider-man mildly felt bad but then recalled how she was defiantly not just some run-of-the-mill cheerleader...

"Nice work, Spidy!" Katie smiled, before wiping the dirt from her cheek.

"You shouldn't ignore the police... " Peter sighed, glancing down at her torn-up pant leg. A scratch was on that same leg but it had stopped bleeding and it wasn't that deep.

"Oh, uh... " Katie paused, a hand lifted as a thoughtful expression crossed her face. "To be fair, they don't need my testimony or anything to put them behind bars."

"... We need to talk. " Spidy laid a hand on his waist and she inched backward, her eye nervously darting around for an escape. "Oh no, you don't. " He said dryly before grabbing and swinging her over his shoulder right before quickly he ducked into the alley beside them. He wasn't letting her run off this time.

Katie yelped at the sudden motion and winced from the jerking because of her side, and leg hurting. "Ow!"

"Sorry!" He let her down, watching her bend and clutch her side in pain. "Do you need me-" she raised her hand.

"No, it's just a bruise. " She winced, standing straighter.

Peter wasn't so sure it was fine to not call an ambulance. But for now, he needed to have a talk, and it was better if she couldn't run away. Oh, that sounds bad if you think about it too long... Oh well.

"Look, you have to stop with the pom-poms and the cheering. " Spidy crossing his arms to aid his serious tone. "What you're doing is really dangerous and could defiantly get you killed. "

"Oh, is it? I would never have guessed by looking at a single one of your fights. " Katie replied dryly before a smile tugged at her lips. "Not that I'm complaining about you actually caring enough to say it. "

"Listen, if this is some stunt because of a crush-"

"Me... Have a... Oh my god!" Her eyes widened before she burst out laughing after managing to say that. Doubling over and slapping her knee. "No... No... No..."

Spidy leaned back in both surprise and utter embarrassment. Luckily for him, his mask hid the blushing on his cheeks. But Katie's laugh was kinda refreshing after the fight earlier, although Peter was still awkwardly embarrassed.

"Spidy as much as I look up to you and absolutely love you for everything you do for me and the people in this city. I can say without a doubt that I'm not crushing or in love with you." Katie managed to calm down from her amused laughter, her face rather serious and expression soft now.

"Yes I am totally a fangirl, but if I'm in the area and I can buy you even a second?" She shifted, staring him right into his mask eyes. "I will totally get involved. Because what kinda fan- no person would I be if I just watched you getting killed or beat down? I know the risk. But if you can risk your life for us. " She put her hands on her hips, leaning forward. "I can risk mine to help you once in a while."

Katie and Spider-Man stood there staring at each other for a long moment. Peter didn't know how to reply to that. He felt happy that she felt that way, and it meant something to him. But Peter also needed to convince her that not getting involved was the best help, even though she was actually very helpful. Much to his reluctance to admit it. And there were the little gadgets she could produce.

"I also know how stubborn you are, Mr. Spider-man. " Katie smiled, poking his chest. "But there's no way I won't *yawn* help if I can. " She yawned, turning to the side and covering her mouth.

"Ha, looks like bedtime for you, missy. " Peter somewhat smugly trying to not follow suit.

"To be fair, the average person sleeps before one in the morning. " Katie checked her phone for the time.

"Very true, but I'm curious on how you came about something that can capture a symbiote." Peter showed her the small capture device and Katie grinned a bit mischievously.

"I'm a bit of a science nerd. I try to keep a low profile about it though." Katie was grinning from ear to ear. "My latest studies were related to the aliens known as a symbiote. I know they react to sound and it can make them regress into a smaller, more liquid-like substance."

Peter was a bit wary of her now. But he supposed he was also quite the science nerd and didn't find it that strange. Or at least he wasn't going to pry too deeply right now.

"... Did you ever get your issue with Dr. Strange solved?" Now that he had her, he might as well ask since he was curious about this as well. And changing the subject was probably a good idea at the moment.

He wasn't prepared for the extreme mood swing of anger that flooded her face. Peter knew that she had been annoyed with Dr. Strange, but seeing this expression, Peter knew this was a grudge that wouldn't be going away anytime soon.

"That son of a bitch was not helpful-" She covered her mouth, narrowing her eyes, and swiftly turned to leave.

He caught on to the help part and stepped in front of her. If she was in some kind of trouble, he shouldn't let it go as easily as her science skills.

"Are you in some kinda trouble?" Peter asked, and Katie's angry face melted, and she then looked conflicted.

It was clear this was something she found difficult to explain. Katie's eyes stared at nothing for a moment. Katie wanted to explain it all, but a part of her screamed at herself not to.

"I'm not in any immediate danger or anything. I just- god, it's complicated and as much as I-" she stopped herself, her eyes dimming a bit before darting past him.

He went to stop her, but this time she was too fast. Diapering from view, making him consider using his detective mode and following her footprints. But then his phone rang, making him remember M. J which made him momentarily forget about Katie, which allowed her to disappear. And for a dark black inky substance to leak out of his pocket. Unknown to Spidy as Venom made its way in Katie's direction.