THE SPECTACULAR SPIDER-WOMAN: EARTH 2501

By Anguirus1955

Disclaimer: Spider-Woman, Spider-Man, and the other characters therein are all the intellectual property of Marvel Comics and, subsequently, Disney, and Sony for the time being.

So, here is my first fan fiction based on comic book characters. For the sake of convenience, this story is set in its own unique continuity not connected to any established realities within the existing comics and films created by Marvel. Instead, it takes place in what I like to call Marvel Universe 2501, which is just another one of those alternate realities that everybody adores. The first major arc of this story does, however, borrow rather heavily from the first Spider-Man movie from 2002, for the sake of establishing a coherent narrative, as I feel that Sam Raimi's Spider-Man (2002) is a solid piece of work that still holds up well even after 17 or so have gone by. Sure, some parts of it have aged noticeably, but the story itself is very well structures and still holds up to this day, and the characters are also all very well done with interesting arcs... well, most of them. Plus, Spider-Man (2002) was my first true introduction to the character.

I had known of Spider-Man before then, but only through catching the occasional cartoon episode on TV and seeing various toys at stores. Otherwise, I knew nothing about Spider-Man before seeing the 2002 movie at the age of ten, and then its sequel at the age of twelve. I owe both of those movies a bit of debt if I'm going to write fan fiction based on the character at all, and I consider Spider-Man 2 (2004) to be one of the best superhero movies ever made, even to this day. I think Spider-Man 3 (2007) is decent. It's not as good as the first two films, but I always have a good time while watching it.

I find The Amazing Spider-Man (2012) to be a mixed bag, but still mostly enjoyable, although it does sadly have a mostly forgettable music score from the late James Horner. I consider The Amazing Spider-Man 2 (2014) to be one of the worst modern superhero movies ever made, ranking as being marginally more enjoyable than Man of Steel and Batman v Superman combined in terms of quality, although I do actually love The Amazing Spider-Man 2's music score... and it's well-choreographed action sequences... and Gwen Stacy's death was actually very tragic and well done, so... yeah, it's a better movie than anything in the DCEU done by Zack Snyder (who I hope never gets his fingers on the Spider-Man character), but it still has a ton of problems.

As for my thoughts on Spider-Man: Homecoming (2017)? Well... it's okay. It's mostly kind of forgettable, but I did like the Vulture and I sympathized with the guy and I completely understood his motivations, so he's a well-developed villain, but otherwise I find the film to be kind of... underwhelming. I never really got all that excited during the action sequences and... well, I found Peter Parker's characterization to be a bit backwards compared to how he was in Captain America: Civil War. Spider-Man seems a bit off in this movie. Peter Parker should never need to be told about how to be responsible. That's what the whole Uncle Ben... wait, there's no mention of Uncle Ben in this movie. Okay, so... I guess there was no Uncle Ben incident to tell Peter about Great Power and Great Responsibility... but then why does Civil War have that scene where Peter tells Tony about how he knows that bad things will happen if he isn't responsible about using his powers? His behavior in Homecoming, where he constantly feels this need to ask Happy Hogan about being given "real missions" and is constantly seeking approval from Tony Stark in order to become an official Avenger seems to completely contradict this, which is perplexing because Civil War showed us that Peter was already going about doing his hero thing without any need for help from anyone or any need for being watched by anyone. It's like Homecoming was originally meant to take place prior to the events of Civil War, but then it got re-written to take place afterwards for some reason. I'm only guessing here. Still, it's a decent enough movie, but despite what I've read and heard from countless YouTube reviewers and film critics online, it is NOT the best Spider-Man movie ever. That title still belongs to Spider-Man 2 (2004).

Umm... anyway, all future story arcs will be much more original, for better and for worse.

That being said, I have done some gender reversing for a few characters in this story, as this is also based on the Spider-Gwen series... sort of. I took the concept and decided to make my own spin on it. Because I am setting this story in its own separate continuity from the rest of Marvel's... well, everything, I am going to be doing whatever the hell I please in order to make a story that I consider worth reading.

So... what's to expect in this story? Gwen Stacy gets bitten by a spider and gains freakish spider powers. Harry Osborne is now Helen Osborne, and Norman Osborne is now Nora Osborne. Doctor Otto Octavius is now Professor Olivia Octavius, and I plan on creating a new symbiote or two (although I do plan on having Venom appear on its own alongside these new ones at some point as well). Also, the Green Goblin outfit will be more or less identical to its 2002 film counterpart for this story, aside from Nora replacing Norman, but... eh, whatever. The Lizard is still a mutated Curtis Connors, because I don't want to make all of the villains female.

Also, J. Jonah Jameson is, well, J. Jonah Jameson, and Eddie Brock appears early on as a journalist for the Daily Bugle, along with Betty Brant in her usual role. There are no Avengers in this story's continuity. Stark Industries does indeed exist alongside Oscorp as competition, but there's no SHIELD or Avengers Initiative or anything like that, although Steve Rogers is alive, albeit still trapped in ice somewhere.

As for other Marvel characters who may appear in this story... I'm thinking I'd like to bring in X-23 at some point, along with Deadpool (albeit a slightly less 4th wall breaking variation of the character - he'll still do his thing, but I'll just write those moments to be ambiguous), and maybe even Professor X (mostly so Deadpool can drive him insane for comedy), and maybe even Tony Stark will appear (but only sporadically, because, honestly, Iron Man gets way too much attention these days), and I plan on also having Kingpin and Bullseye show up a few arcs down the road when the story takes a hard turn for the M rating.

Also, expect long delays between arcs. After one arc is finished, I plan to resume working on my other stories before starting up a new arc. Wash, rinse, repeat.

As with all stories I write, I wrote this while listening to music from various film, TV, and video game scores. Soundtracks I listened to include Spider-Man (2002) by Danny Elfman, Brainstorm (1981) by the late James Horner, Project A-Ko (1986) by Joey Carbone & Richie Zito, and Can't Buy Me Love (1987) by Robert Folk.

Please note that listening to this music while reading the story is not a requirement. I simply provide this as a little something extra to help enhance the reading experience, if you the readers so wish to do so. Most of this music can be found and heard on YouTube or any number of anime soundtrack websites, although YouTube is your best bet for the non-anime music.

Sudden and Suspicious Disclaimer: I also advocate the purchasing and obtaining of official soundtracks through legal means.

Music From Spider-Man (2002) - Complete Score: Main Title, On The Bus, Spider Bite.

Music From Brainstorm (1981): Lillian's Heart Attack.

Music From Can't Buy Me Love (1987): Geek Groove, Thinking Of You, Siberia, Dark Vid Game Fight, The Real Me.

Music From Project A-Ko (1986): Dance Away (Performed by Annie Livingston), Follow Your Dream (Performed by Valerie Stevenson), Dance Away (Instrumental), Morning Light Type-B.

Track Order Listing - All After Opening Theme

01. Geek Groove (Gwen arrives at school), 02. Morning Light Type-B (The Mary Janes Practice), 03. On The Bus (Field trip to Columbia University), 04. Spider Bite (Gwen gets bitten), 05. Dark Vid Game Fight (After dinner/Gwen feels sick), 06. Lillian's Heart Attack (Gwen's painful transformation).


OPENING THEME: Spider-Man (2002) Main Title


CHAPTER 001: Along Came A Spider


Midtown High School, New York City, New York, Thursday, March 08, 2040 A.D.

As the school bus slowed to a stop, its doors opened and the numerous young occupants piled out as they walked toward the front doors of that most hated of institutions: High School, a place of suffering, pain, awkwardness, and, worst of all... learning. It also contained horrible cafeteria food, which contributed heavily to the lack of academic progress made by most of the students who attended the facility.

Walking into the doors of the school was 16 year-old girl with blonde hair tied in a ponytail named Gwendolyn Stacy, the daughter of widowed police lieutenant George Stacy and the late Helen Stacy, and currently a member of a small band known as The Mary Janes, named after their lead singer, Mary Jane Watson. Taking a left, Gwen quickly made her way down the hall toward her locker, weaving her way through the throngs of fellow students filling the hallway. As soon as she reached her locker, she emptied her backpack of non-essential school supplies and hung it on a hook inside the metal cabinet.

As she grabbed her necessary supplies, Gwen heard the locker next to her being opened. Glancing to her left, she saw the brown hair of her classmate, Peter Parker, as he grabbed his books and pencils. Closing her locker door, Gwen stood up and looked around as numerous other students passed by them in the hall, keeping an eye out for anyone looking to torment the boy so early in the morning. Peter had always been the target of bullies throughout most of his academic life, and thus he was often nervous or wary of most of his fellow students, despite his otherwise optimistic outlook on life. Gwen Stacy was among the few people he was able to rely upon, having known her since they were both seven years old, although neither of them had really interacted with each other much until the end of middle school.

Peter finished grabbing his supplies and closed his locker door before locking the lock and stuffing the key into one of his pants pockets. "So, ready for class yet?" Gwen asked Peter as she leaned against her locker, prompting the bespectacled boy to face her with his usual nervous grin. Peter quickly glanced around the hallway before returning his attention to Gwen.

"Uh... y-yeah. Yeah, I am," Peter replied with somewhat forced confidence in his voice, smiling at Gwen and nodding his head eagerly, causing his glasses to slide down the rim of his nose. He quickly readjusted them. Gwen simply rolled her eyes playfully.

"Well, come on then," Gwen said as she walked side-by-side with Peter. Both of them shared homeroom and certain periods together. As they approached the doorway of their homeroom class, Gwen looked around before seeing Eugene "Flash" Thompson, a boy who had often teased and tormented Peter in the past and still did on occasion, standing near a locker while talking with some of his friends.

"So, are you ready for tomorrow's field trip?" Peter asked Gwen as they walked through the hallway. Gwen looked at Peter curiously, before realization kicked in. "Well?" he asked her again.

"Yeah, I'm ready. I don't see why it's so important, though," Gwen said with a shrug of her shoulders. Peter looked at her incredulously.

"What!? Gwen, it's Columbia University!" Peter replied excitedly. "Did you know that Professor Reed Richards graduated from there? You know who Reed Richards is, right?" Peter asked her. Gwen nodded her head.

"Yes, Peter. He's a famous scientist," she replied, hiding her annoyance at Peter's fanboy behavior.

"Yes, and we're taking a field trip to the place he graduated from! Did you know that they also have one of the biggest electron microscopes on the Eastern seaboard as well?" he added with an enthusiastic grin on his face.

"No," Gwen said in a near monotone voice. "No, I did not. Thank you for enlightening me," she added with absolutely zero enthusiasm.

"Well, just wait until you see it! It's gonna be awesome!" Peter gushed.

"Uh-huh. Well, just make sure you keep your pants on when you see the microscope," Gwen teased. Peter rolled his eyes in response.

Gwen soon ushered Peter into the classroom before Flash could notice them, just as she saw the dark brown shoulder-length hair of Helen Osborne as she made her way down the hall. Another friend who shared homeroom with Gwen and Peter, Helen Osborne was the daughter of the late Robert Osborne and his widow, Nora Powell-Osborne, who was now the current CEO of Oscorp, a company that was founded by Robert and his father, Michael Osborne. Helen Osborne, despite the prestige that came with her family's wealth, had chosen to remain in public school along with her friends. She was also a member of The Mary Janes.

As Helen passed by Flash, the boy looked at her with a grin. Ever since Mary Jane Watson had broken up with Flash during their Freshman year, the boy had become very insecure about his masculinity and thus often tried to impress the opposite sex in ways that he believed to be masculine. He often failed.

Ignoring Flash, Helen walked into the classroom with her supplies in hand and sat down at her desk. Again, despite her wealth, she often dressed in casual attire much like the rest of the students, which was another reason that she chose to remain in public school. Helen hated the uniforms that students at private schools were forced to adorn.

"Hey, Helen!" Peter said as he waved at her from his desk. Helen nodded her head and waved back at him before looking at Gwen, who was leaning back in her chair as she texted Mary Jane on her cell phone. Gwen then looked up from her phone and stared Helen in the eyes.

"M-J's got a new song she wants us to work on during practice," Gwen said, referring to Mary Jane Watson with her preferred nickname. Helen nodded her head in understanding as the rest of the class filed into the room and sat down at their desks.

"What's it called?" Helen asked her curiously.

Gwen looked back down at her phone. "Uh... I dunno. Let me ask her," Gwen said before typing a message and sending it to Mary Jane. When she received a response a minute later, she raised an eyebrow, which Helen noticed.

"Well? What's it called?" Helen asked again.

"She says it's a secret until practice," Gwen said.

Helen rolled her eyes in response. "Of course it is," she said before she shook her head in disappointment. "Hey, try asking Glory. Maybe she'll tell us," Helen suggested, urging Gwen to try texting fellow band member Glory Grant.

A couple minutes later, Gwen got the same response from Glory as well. "They're both keeping silent until it's time for practice," Gwen said with disappointment in her voice. "Guess we're not finding out until after school," she added as she pocketed her phone.


Deep Inside Oscorp Headquarters, New York City, Around Noon...

Walking through the corridors of her workplace, Nora Osborne swiftly made her way to the laboratory where the company's newest experiment was being conducted. Entering the laboratory on Level E-5 and grabbing a lab coat from a rack, Nora quickly strode over to Dr. Mendel Stromm and Dr. Gary Price. "Gentlemen, I came as soon as you buzzed me," Nora said with an expectant look on her face. "So, this batch was successful?" she then asked as she looked at the various aquariums filled with lab rats.

"Yes. Unlike the previous test batch, this one shows marked improvement. No signs of mental instability either," Price said confidently. Nora smiled at him in response.

"Excellent. And what about the glider? Has the newest model passed the stress test?" Nora asked as she looked over at Stromm.

"Yes. Every one of them. It's on par with anything that Stark Industries is putting out, and far more maneuverable," Stromm said proudly. Nora smiled at this news as well.

"Did we find out what was wrong with the previous version of the serum?" Nora asked Stromm curiously.

"We're still running some tests on it, but given what we've observed so far, it would appear that too many of the chemicals were out of balance. They didn't interact properly when introduced to the oxygen in the blood stream. We've fine-tuned the serum for this batch, so it's technically back to formula, but after a few more months of testing, we should be ready to move on to larger specimens," Stromm explained.

Nora nodded her head in understanding. "Well, it's not too big of a setback. General Carradine will be visiting us in a couple of weeks to view our progress. Hopefully, he'll be understanding and let us continue without incident," Nora said as she observed the lab rats in their enclosures.


The Grant Household, Later That Afternoon...

Sitting down on her stool, Gwen prepared her drumsticks as she looked over at MJ while she conversed with Helen and Glory. "Hey! You are gonna tell us the name of the new song before we play it, right?" Gwen asked MJ. MJ looked over her shoulder and rolled her eyes in response.

"Yes, Gwen! My god, have some patience," the redhead said in a patronizing manner. Gwen frowned and rolled her eyes in return while grumbling something under her breath. Once MJ and the others were done talking, they all soon took their places as MJ handed out a music sheet to each of them.

Gwen looked at the sheet in surprise before glancing up to look over at MJ. "We get... sheets?" she asked MJ curiously. MJ nodded her head in response. "Huh. I didn't know that you knew how to write music," she added before she looked back down at the sheet in her hand and flipped it over to see that it was two-sided.

"Well, technically, Glory wrote them," MJ said as she glanced over in Glory's direction. Glory noticed her and smiled before showing Helen something on the sheet in her hands. Gwen looked over at Glory as well before nodding her head in understanding.

"Everyone take a minute to read them over," MJ said. The rest of the Mary Janes looked over the sheets and studied the notes as MJ grabbed a bottle of water and took a few sips before setting it on a table nearby. MJ then strode back over to the band setup and took her place.

As everyone else checked their instruments, MJ grabbed her microphone, one that had been found and salvaged from a yard sale and various dumpsters years earlier along with most of the other instruments and gear used by her band, and prepared to sing. She snapped her fingers three times as a countdown before everyone started playing.

Gwen started tapping the drums to the notes on the sheet, while Glory did the same with her guitar. MJ then began belting out the lyrics of the song, while Helen joined in with her own keytar a minute later. There was only one little hiccup when MJ tripped over her tongue during the second verse, but after a few more rehearsals, everything was smooth sailing.


Columbia University, New York City, New York, Friday, March 09, 2040

Stepping out of the bus, Gwen and Peter followed their teacher before stepping over to the side as the other students piled out and made their way up the grand steps of the university. Gwen looked around the university's exterior before glancing over at the parking spots nearby, watching as a limo drove up. "Here she is," Gwen said as she admired the expensive vehicle.

Inside the limo, Helen looked out at the other students as they walked up the steps of Columbia University, before spotting Gwen and Peter waiting for her near the bus. "Maybe we can pull around to the-aw crap. They already see me," Helen said with a frown, prompting her mother, who was sitting right next to her, to look at her curiously.

"And? What, are you embarrassed to be arriving here in a limo?" Nora asked her daughter with a snicker. Helen glanced at Nora before slowly nodding her head. Nora rolled her eyes and shook her head at her daughter. "Helen, being wealthy is nothing to be ashamed of," Nora said to her daughter.

"But these are public school kids," Helen said in protest.

"So are you," Nora pointed out. "Just because you're getting dropped off in a limo doesn't change that," she added. Helen nodded her head before opening the door, only to stop when she realized that her seat belt was still buckled. Nora chuckled slightly at her daughter before helping her unbuckle.

"Okay, now remember to pay attention and learn something," Nora said teasingly to her daughter as she opened the door.

"I will. See you later tonight, Mom," Helen said as she stepped out of the vehicle. Nora nodded her head before looking down at the floor in front of the seat and shaking her head.

As Helen strode over to where Gwen and Peter were standing, she smiled. "Hey, guys!" she said with a wave as she marched up to them. Peter was about to respond when Nora's voice cut through the air.

"Helen! You forgot this!" Nora called out as she stepped out of the limo and carried Helen's backpack over to her. Helen's face became flush with embarrassment.

"Uh... th-thanks," she said awkwardly as she retrieved the backpack and slipped it on. Nora then noticed Gwen and Peter.

"Hi there!" Nora said as she held out a hand to each of them. "I'm Nora, Helen's mother," Nora said with a smile as she shook hands with Peter and Gwen.

"I'm Peter Parker," Peter said. Nora nodded her head in affirmation before looking at Gwen.

"I'm Gwen Stacy," Gwen said. Nora nodded again before pulling her hand back.

"Yes, Helen's told me all about you," Nora said.

"I deny everything," Gwen said jokingly, causing Nora to chuckle.

"Anyway, you're part of that band she's in, right?" Nora asked as she looked back and forth between Peter and Gwen while Helen stood to the side.

"Well, Gwen is part of their band," Peter said. Nora nodded her head in response. "I just hang out with them now and then," he added.

"Yes, the, uh... Mary Janes, right?" Nora asked as she glanced at Gwen. Gwen nodded her head in confirmation. "Cool. So, I take it she'll be with you for the rest of the afternoon?" Nora asked Gwen.

"Yup. As soon as we get back from this field trip, we're heading out to Glory's place to practice," Gwen said while Helen fidgeted nearby.

"Hey! Are you guys coming!?" the teacher, Mister Verhoven, called out from the top of the steps.

"Well, I'll see later, Mom. Bye," Helen said as she darted up the stairs, leaving Nora standing alone when Gwen and Peter joined her. Nora raised her hand to wave at her daughter, only to realize that she wasn't looking back.

"Yeah. Bye," Nora said softly with a hint of dismay in her voice at not having her daughter wave back to her before she turned around and returned to the limo.

Meanwhile, the trio of students made their way up to where Mr. Verhoven was waiting for them. "Come on, let's get moving. It is a priviledge to be here today, and we don't want to keep our hosts waiting," Mr. Verhoven said as he ushered Gwen, Peter, and Helen inside the doors of the university.

The group soon caught up to the rest of the students as an attractive researcher in her forties began the tour of the genetics lab. Entering the main room of the lab, everyone soon noticed the various monitors and testing equipment set up in a circular fashion as various researchers looked at... stuff. Gwen felt Peter put a hand on her shoulder, prompting her to look at him as he pointed to a big piece of machinery in the center of the room.

"That's it! That's the electron microscope!" Peter whispered excitedly with a big goofy grin plastered on his face. "Isn't it cool!?" he asked Gwen.

"Oh yeah," Gwen said with a hint of sarcasm in her voice, "groovy." She then returned her focus to the tour guide as she led them around the room to where a display of spiders could be seen. Helen fidgeted and tensed up as she saw the enclosures for the spiders nearby.

"Hey, you okay?" Gwen asked Helen. Helen nodded her head forcefully as she tried to put on a brave face, but Gwen could see through the facade. "It'll be all right. Just stick with Peter and me. We won't let anything bite you," Gwen said teasingly as she put an arm around Helen's shoulders. Meanwhile, up above them, a small black and white arachnid stealthily crawled along the underside of a balcony.

Gwen soon turned her attention to the tour guide as she exposited about the years of research conducted by the university. "Which has led us to breeding fifteen new species of what we like to call 'Super Spiders'," the tour guide said. "Each one of them possesses enhanced strength, reflexes, agility, such as jumping great distances, and in some specimens we have observed a special precognitive ability that allows them to sense danger before it can reach them. We like to call it a Spider Sense if you will," she joked.

"Wow. That's incredible," Peter said in awe as he listened to the lecture. Gwen and Helen both simultaneously turned their heads to look at him curiously for a few seconds in silence, before returning their attention to the tour guide again as she continued speaking. The tour guide then gestured to a series of enclosures, fifteen in all.

Each one contained a myriad of webs, with only some of the spiders being visible. Most of the visible ones were red and blue in coloration, although some were black and white. Unnoticed by just about everyone, one of the enclosures had a lid that was slightly off angle, as though it hadn't been leveled with the other three corners of the tank.

"Um excuse me? Are these spiders, uh, dangerous to humans? Like, are they poisonous?" Flash asked the tour guide with a slight hint of nervousness in his voice. The tour guide looked at him curiously, before nodding her head.

"You mean venomous? Yes, they are indeed venomous, but that's why we take special precautions to wear thick protective gear when handling them. We've also found that specialized gases and smoke can incapacitate the spiders without killing them for easier handling, but we'd rather be safe than sorry," the lady explained.

Meanwhile, a small black & white spider began to slowly descend from its hiding spot towards Gwen, carefully landing on the hood of her jacket and creeping into it without being noticed by anyone. Slowly, the spider crept forward, making its way toward the hair-covered flesh on Gwen's neck, maneuvering its way into her hair.

Gwen soon felt an odd sensation along the back of her head as the tour guide continued speaking. She turned her head to look around, only for the movement to stop. She then shrugged her shoulders and looked back at the tour guide.

The itsy bitsy spider remained still for a moment before Gwen stopped moving. It was finding the hair to be rather cumbersome to maneuver around, but a strand had somehow become struck around one of its legs. Frustrated, the spider then bit down onto Gwen's neck, injecting her with a small dose of its venom.

Gwen's eyes widened as she felt the sting of the bite and she gasped before reaching back to smack the back of her neck with her hand. After pulling her hand away, she saw something smeared on it before wiping her hand on her jeans. "Gross," Gwen muttered to herself.

"Hey, Gwen? You okay?" Peter asked her with concern. Gwen nodded her head in response, prompting Peter to do the same. "Okay. If you say so," he said before looking around the room one more time, before following the rest of the group as the tour guide led them to another part of the building.

Meanwhile, the venom of the genetically engineered spider was already slowly working its way through Gwen's system. Her body's immune system began to counter it immediately, but the venom was far more complex than the usual germs and viruses that the body was used to dealing with. Slowly, Gwen's immune system waged a strange war with the spider venom as the day went on, the girl herself completely oblivious to the changes that were slowly taking place in her body.


As the day went on, Gwen felt mostly normal. It wasn't until it was time to leave the university and go home that she started to feel a bit... strange, so to speak. As they sat on the bus, with Helen joining them, Gwen felt something stir in her gut briefly. Just as soon as it came, though, it was gone. However, as the bus ride back home neared its end for Gwen, she began to feel slightly light headed, and a strange churning began to occur in her gut.

Helen, meanwhile, was busy texting MJ and Glory. "Sweet! Em-Jay managed to get us a gig at the Mystic Spiral Club!" Helen said excitedly.

"I thought they... they changed their name, didn't they?" Gwen asked, feeling a migraine accompanied by some queasiness.

"Um... no," Helen replied. "Anyway, the gig is in a few-hey, are you feeling okay?" Helen asked Gwen as she saw her friend's pained facial expression. Gwen shook her head in response.

"No. I don't feel okay at all," Gwen replied tiredly, just as the bus came to a stop near her house. Gwen soon stood up and entered the aisle. "I don't think I'll be joining you guys for practice tonight," Gwen said as she walked through the aisle before exiting the bus. Helen and Peter watched through the bus window as Gwen sluggishly walked to the front door of her home before the bus pulled away.

Pulling out her house key, Gwen unlocked the front door and let herself inside. She closed the door behind her before pocketing her key and sluggishly walking toward the staircase. Slowly, she started climbing the stairs, her sense of balance feeling slightly off as she forced herself to raise one foot after the other, until she finally reached the top.

Slowly, she walked through the hallway before she reached her bedroom, door, opening it and looking inside with a sense of relief. Throwing her backpack into her room, Gwen then took off her jacket and looked at the hood before reaching back and grabbing something stuck to her hair. Pulling her hand back around, she saw the crushed body of the spider in her hand.

"Oh, gross!" she exclaimed before dropping the dead arachnid onto the floor. Taking her cell phone out of her pants pocket, she began to text Mary Jane, only to find her vision being slightly unfocused. "What the... what the hell?" she asked herself, not putting the very obvious clues together in regard to what was happening to her.


The Grant Household, A Short Time Later That Afternoon...

"That sucks. I hope she gets better," Glory said as Helen told her about Gwen. Mary Jane nodded her head in agreement before she noticed Peter looking at her. Peter quickly looked away from her in embarrassment, before he decided to be "brave" and speak to his crush directly.

"So, um... hey, is-is it okay if I, uh, listen to you guys, um, p-practice?" Peter asked Mary Jane nervously, awkwardly smiling and secretly hoping that he wasn't creeping her or the other girls out. He also secretly hoped that they all planned on making out in front of him, but he pushed those thoughts to the very back of his mind, knowing that girls never did that in front of guys like him. Meanwhile, Mary Jane considered Peter's request, before finally nodding her head and handing him a sheet that Glory had made, asking him for his opinion on it.


The Stacy Household...

Inside her bedroom, Gwen tried to focus on her homework, but her vision was constantly fluctuating in and out of focus, causing her to close her eyes to stave off the feeling of nausea with each wave of sight changes. She soon pushed her chair away from her desk and tried to walk over to her bed, only to lose her balance and fall to the floor.

"Dammit!" Gwen gasped as she tried to push herself up. The war in her blood stream between her immune system and the spider venom was now taking a far greater toll on her body, as the spider venom was starting to make drastic changes to her genetic code, and her immune system was going completely insane as a result. A sharp stabbing pain soon exploded through her stomach, forcing Gwen to screw her eyes shut and cry out in agony.

"Oh FUCK!" Gwen swore as the pain spread through her body. She felt queasy, nauseous, cold, hot, and feverish. She began to pant as a cold sweat broke out over her body.

What the hell is happening to me!? Why is this happening to-the spider bite! Oh my god, I'm gonna die, aren't I? I don't wanna die! I don't wanna die!

Panting, Gwen felt the need to throw up, and so she forced herself to crawl to the door, her arms and legs trembling as sweat poured down her face. With every movement, she felt pain in her arms, and she had to grit her teeth in order to pull through. Though the distance between herself and her bedroom door was only a few feet, to Gwen it felt akin to a mile long trek.

The bathroom! There should be pain medicine in the bathroom! M-Maybe... Maybe I can fight it with something in there, Gwen thought to herself in desperation.

A sharp pain soon tore through Gwen's chest, causing her to gasp and cry out before she began curling up into a fetal position on the floor. "S-Someone... h-help me," Gwen begged as she began to experience tremors throughout her body. Her hands shook and her arms felt like paper, her fingers curling and flexing with pain in every joint.

"Someone, please help me!" Gwen cried as she felt her body begin to spasm as pain tore through her. The war between her immune system and the spider venom was now reaching fever pitch, and her body felt as though it were tearing itself apart. "Aah!" Gwen cried out as she felt pain shoot through her limbs.

"H-Help! S-Some-aarg!" Gwen cried out again as her muscles began to spasm once more. Sweat covered her from head to toe as she began to shake. She desperately began to wrap her arms around herself in a last ditch effort of self-comfort. "Someone! Someone, please help me! D-Dad! P-Peter! Helen! Help me!" Gwen pleaded as she began to cry from the fever and pain taking over her body.

Panting like a dog, Gwen felt a horrible churning in her stomach as pain exploded throughout her body. She let out a cry of agony as her fever intensified, and a sharp pain in her head soon began to beat her down. The pain became too much, and she soon blacked out, losing consciousness on the floor.

As Gwen lied on the floor, her body's immune system continued fight a losing war against the spider venom, until it eventually was overwhelmed. The venom soon spread throughout Gwen's entire body as it began changing her very DNA. For the rest of the night, Gwen Stacy remained sleeping on the floor, completely unaware of what was in store for her the next day.


TEASER FOR NEXT TIME!

In the next Issue/Chapter/Whatever of The Spectacular Spider-Woman, Gwen wakes up to discover that her body has undergone some very unusual changes, and not the kind a girl normally goes through during puberty!


Author's Notes: Well, that ended rather horrifically, didn't it? Remember, kids, never let yourself get bitten by an experimental super spider. The More You Know!

Anyway, as I mentioned earlier, the first major arc of the story follows a similar plot structure to the 2002 Spider-Man movie directed by Sam Raimi, while also incorporating elements of the Spider-Gwen comics. Future story arcs will be far more original in their plots... well, relatively speaking.

Anyway, I hope everyone reading this enjoyed the first chapter so far. After the first story arc had been completed, I will be finishing my Evangelion story and then continuing my Code Geass story for a few chapters before returning to Spider-Woman.

Please be sure to let me know what you think of the chapter in your reviews!