To say Spiderman was upset was an understatement. He was livid. One minute he was patrolling, stopping crimes, taking pics from a height (hey, the view's quite beautiful from up above!) and the next he had swung into a portal that had appeared out of nowhere, in the middle of the sky. He had gotten flung across the portal and landed face-first on sand. Yes, he could have easily webbed to a nearby building and landed gracefully on his feet, just the problem was that there was no building in sight.

His spidey-sense wasn't sensing any danger and Karen was unable to reach anyone as there was no signal. He angrily thrusted his arms up in the air, began screaming and kicking the sand.

"Hey Peter," Karen's cheerful voice came.

"Yes?"

"I'm picking up body heat of two people heading this way."

Alarmed, he crouched low and thanks to his enhanced hearing, he was able to make out the sounds of their chatter. He peeked up and was able to see a strange orange girl, with weird facial markings, wearing some sort of Egyptian headdress. Or was that a scarf? The girl was talking to… Anakin Skywalker?! The eyes of his mask went wide (if they could). Having watched the Star Wars prequels a number of times, he was able to recognize the voice and face of The Chosen One anywhere. But he decided to listen to their conversation, just to make sure.

"… I don't want to talk about my past."

"Okay, fine, there's so much more to talk about out here. Like… the sand."

"Why do you want to talk about that annoying creation of force?! It's coarse and rough and irri-"

He crouched low again as the girl lifted her hand and motioned the man to keep quiet. She closed her eyes, concentrating on something. After a few minutes, he decided to take a peek ahead. He saw the man staring at the sand, or so it seemed, but the girl was nowhere to be found. His spidey-senses suddenly went haywire and caused him to turn around, only to have a lightsaber pointed at his throat. The orange girl was staring at him and baring her pointy teeth.

"Who are you?" she shrieked, "A bounty hunter paid to spy on us? Are you working for Count Dooku? Are you a separatist? Answer my questions!"

But Peter did not speak, he was too flabbergasted. He had a lightsaber, the weapon of a Jedi pointed at his throat! He had always considered Star Wars to be fictional and a source of entertainment, but had never imaged to meet two Jedi in real life!

"Can you understand me or not?" the girl went on.

Peter just kept staring at her in shock. She raised her saber and was about to attack him, when he came back to his senses and shot a string of web at her feet. He pulled the string, causing her to fall.

"Ahh!"

"Snips!" the man cried and leaped to attack Peter himself.

But Peter being Spiderman easily dodged his attack and shot a web at his feet, making him fall as well!

"Argh!"

Spiderman somersaulted and landed elegantly in front of them, raising both his hands to show that he wasn't a threat.

"I'm not a bad guy! In fact, I save people from bad guys! And, I'm not a separatist nor am I working for Count Dooku!"

"How can we believe you!" the older Jedi snarled, "You just attacked us!"

"I did not attack you. I was just protecting myself for her attack! Jeez, I thought Jedi were supposed to be calm and collected, not jumping on people like that!"

"What do you know of the Jedi anyways?"

"Oh, I know a lot. I know that you're Anakin Skywalker, former Darth Vader. I now know that I'm in the Clone Wars. I know how Order 66 will be executed, leading the clones to kill the Jedi-"

"Woah, whoa, whoa. Slow down. Firstly, I do not know this Darth Vader guy you just spoke about, how will I be the former him? You yourself said that you know I'm Anakin Skywalker, I can't just change my name, you know! Secondly, why will the clones kill the Jedi? They're dead loyal to us. Thirdly, how do we know that you're not just bluffing and telling the truth."

The mask eyes went wide again. Peter searched himself for his phone and luckily found it.

"Aha! About that you see… oh no, no data! … I remember downloading it… it has to be here somewhere… found it! Here, take a look."

"Do you mind setting us free, so that we can get up and have a look?" the girl growled, annoyed.

Peter looked at them for a moment, "How do I know that you won't just attack me?"

"You have our word. Jedi don't break their promises."

After setting them free, the two Jedi dusted their clothes and huddled close to Peter.

"Is that some sort of a datapad?" Anakin questioned.

"You can call it something like that. It's actually called a phone."

"Pho-ne?"

"Yes."

Peter clicked on the play button. The movie started with the usual Star Wars intro. However, he fast forwarded it and took it to the part of:

"Commander Cody, the time has come. Execute Order 66."

They watched with wide eyes as Cody ordered for a tank to blast Obi-Wan. They saw him and the creature go toppling down the hill, and all the other Jedi get slaughtered by their men.

The girl was on the verge of tears. "T-this can't b-be! It's impossible!"

Peter kept his eyes fixated on the screen, "It's already happened. Crying won't help. Doing something about it would."

Anakin looked at Peter in disbelief, "What about that Darth Vader guy? What happens to me?"

Peter shrugged, "Well, you fall to the dark side, slaughter younglings at the temple, meet Obi-Wan again at that volcano planet-"

"Mustafar."

"Yes, Mustafar. Duel him, lose your hand and legs, get charred by the lava, become a walking-taking machine and a ruthless killer."

Both the Jedi looked at him in shock, unable to say a word.

Anaking stared at the ground and muttered, "I still don't think it to be true."

"If I show you the next scenes, then would you believe me?"

Suddenly, the sad atmosphere turned to a confused one.

"Scenes? As the scenes in movies?"

"Yep."

"That was a kriffing movie?!"

"Right again!"

"Oh forc- you scared us, you strange boy in a red-blue suit with black stripes!"

"Oh, I forgot to introduce myself, sorry! I'm Peter Parker, better known as Spiderman." He thought that since they existed as a movie to him, perhaps he existed as a movie to them!

"Spiderman? Never heard of you. You know me but I'll introduce myself again: I'm Anakin Skywalker, a Jedi Knight."

The young girl stepped forward, "And I'm Ahsoka Tano, Skyguys' padawan."

Peter snickered, "Skyguy?"

"Yeah, I call him that and he calls me Snips. We just met a few hours ago, you know."

"Speaking of meeting, how did you end up here anyways? You don't seem to be from these parts."

"I'm not! I was just swinging over my city, stopping crimes, occasionally taking pics, when this big, huge portal appeared and I accidently swung into it!"

"Just a minute, Spiderman. Mind if I check you to see if you're telling the truth?"

"Nope, but how would you-"

Anakin did not wait for Peter to finish, he outstretched his hand, and searched his mind.

"Hey!" Peter shut his eyes and spoke through gritted teeth, "Get out of my mind! Don't invade it! It hurts! Please! Stop!"

"Sorry, Peter. I didn't mean to hurt you. But now I know you're innocent and are speaking the truth."

Ahsoka gasped, "Rotta's turned purple! He's fever not going down either!"

Anakin whipped his head around in her direction, "Oh Force! We forgot about him! Let's hurry!"

The two started sprinting towards Jabba's palace. Peter leaped and landed besides Anakin, "Mind if I tag along? I won't cause you any inconvenience. Besides, I might be of some help."

"No problem at all. Come along!"

After running for a distance, Karen's voice came again.

"Hey Peter."

He stopped running, he could catch up with them easily, "Yes?"

"I'm sensing the body heat of another person just few metres ahead."

As if on cue, his spidey-senses went on full 'bad guy ahead' mode. He glanced up and saw the two Jedi talking amongst each other.

Ahsoka narrowed her eyes, "We're not alone."

Anakin nodded, "Yes, I sense it too. It's the Dark Side of the Force."

Suddenly, Peter came running from behind them, "Mr. Skywalker, Ahsoka, my suit is picking up the body heat of someone in front of us! Their approximate height is 1.83 m."

"We know, Spiderman. Whoever it is has come for the Hutt. Time to split up."

Ahsoka shook her head, "We'll face it together master!"

"No, Ahsoka. There are certain situations where we need to split up. It's important."

"More important than keeping you alive?"

"Trust me Ahsoka. Here's the plan."

As the young togruta sprinted off, Anakin turned to face Peter.

"It's an important mission, Peter. Don't let her get killed. I trust you, Spiderman."

Peter nodded, "Yes, sir. I will protect her, it's my job after all! See you later, Mr. Skywalker!"

As he ran off, Anakin shouted, "Oh, and call me Anakin, not Mr. Skywalker!"

Anakin kept on walking, then heard the distant humming of a speeder bike and came into his view, the infamous Count Dooku.

"Surrender the Huttlet or die, Skywalker," he sneered and shot lighting bolts at him.

Anakin dodged the attack easily, "Not on your life, Dooku!"

Both, the Jedi and the Sith ignited their lightsabers, and the duel between them began.

A little later, as Anakin's back was turned, the Sith slashed his lightsaber at his backpack, cutting it open. But to his surprise, out fell rocks!

"You fell right for my trick! The Huttlet is with my Padawan, safely at Jabba's palace."

Dooku looked unamused, "I expected such treachery from a Jedi. However, I assure you that I have taken measures to take care of your insignificant little Padawan."

Anakin sneered angrily, "They're more skillful you think!"

In his anger, Anakin failed to realize that he had let loose the word 'they'. It gave a clear indication than Ahsoka was not alone. Unfortunately for Anakin, the Count did hear that.

"'They' you say? Who's with your little pet? Another Jedi? A Clone? Whoever it is, I hope they pose a challenge, for my Magna Guards' circuits were getting rusty from the lack of action."

A few kilometres away…

Peter and Ahsoka, both being swift runners had already covered a good distance in a short amount of time. Peter couldn't help, but look at Ahsoka's lekku's then and again.

"What is it?" Ahsoka finally asked.

"Just curious… mind if I ask you a question?"

She shook her head.

"Are those white and blue striped thingies a headdress you wear, or are they a part of your head?"

The togruta grinned, "They're part of my head. Also known as head-tails. It is because of them that we togrutas have enhanced hearing," she proudly stated.

"I have a question for you too."

"Shoot."

"How did you become Spiderman?"

"I had just gone to one of my high school's field trips when I was bitten by a radio-active spider. It's the reason of my enhanced strength, speed and hearing and an ability to cling to anything."

"That's cool!"

All of a sudden, they tensed. There was a small rumbling sound and out sprang Magna Guards from the ground!

Ahsoka quickly ignited her lightsaber and Spiderman readied his web-shooters. The three Magna Guards ignited their electrostaffs as well and pointed them at the two. She worriedly glanced at Peter who nodded at her before reverting his gaze back at the droids.

The duel between the two Force users raged on, both not wanting to loose. Dooku pulled out a holodisk and mockingly said, "Look, I have a message from your Padawan!"

Anakin yelled and kicked the Sith. He staggered and fell to the ground, the holodisk falling out of his hand. He watched in horror as Ahsoka desperately tried to cut the droids in half and Peter webbing the droids, trying to fulfill his promise.

He nearly screamed as he saw his Padawan fall from the sand dune. Suddenly, there was a blur of red and blue running towards the dune, and he saw Peter shoot a two webs, one at her hand and another at a Magna Guards staff, trying to pull her up.

"So that was her little helper? A young, masked boy? I had expected more. After my Guards finish off Jabba's son, they will deliver your Padawan and her little friend to Jabba for the murder of his son!"

The Chosen One growled and leapt on the speeder that Dooku had used to come here and sped away. Dooku laughed wickedly, 'The Outer Rim routes will never fall into the hands of the Republic now,' he thought.

Near the palace…

"Don't let go Ahsoka!" Peter cried over his shoulder. In his haste to rescue her, he had lost his balance and had fallen over as well. They were currently hanging from a web that he had hooked to a Guards electrostaff, the Guard having thrust it into the sand to prevent it from falling along with them. They tried cutting the web, but to their surprise, the web was withstanding their attacks!

Peter gave a jerk to the web, causing the electrostaff to fall out of the Guard's hand and get firmly fixed into the soil. He began to coil the web back into the shooter, and successfully pulling the two of them up.

Once up, Ahsoka panted, "Three against two?"

"I might have a plan."

"Spill it!"

"Run behind me in such a way that you completely block their view of me, and when I say 'now' leap behind them and wait. I'll do the same thing I did with you and Mr. Skywalker and then you can annihilate them."

Ahsoka grinned, obviously liking the plan.

Peter dashed ahead, with Ahsoka tailing perfect behind him.

"Get her!" the Guard leader ordered.

"What about the boy?"

The leader glanced at the sand dune, "Leave him. I don't see him anywhere. He must've fallen off."

The droids sprinted after Ahsoka, who seemed to deliberately lower her pace.

"Hey Karen, what's the distance between the droids and Ahsoka?"

"I calculate it to be approximately 4 metres."

"Thankyou."

"You're welcome, Peter."

Once Ahsoka was almost touching his back, he yelled, "NOW!"

Ahsoka somersaulted in the air and perfectly landed behind the droids.

Peter turned around 180 degrees and shot a web at their feet, pulling them down. Ahsoka looked down at the sprawled droids and with one swipe of her lightsaber, she cut them in halves.

Peter high – fived her, "Good job!"

Ahsoka beamed, "You too! Hey look! We've almost reached the palace."

They jogged over to the palace gates, and when near, they heard the humming sound of a speeder bike.

They whipped around in the direction, lightsaber and web-shooters at the ready.

Ahsoka sensed a familiar force presence and lowered her lightsaber, "Master? It's ok, Peter. It's Master Skywalker."

Anakin jumped out of the speeder, ran over to Ahsoka, hugged her and whispered a small, "Thank you, Spiderman," to Peter. The said person nodded in response.

They walked in with triumph, heads held high. All three were practically grinning, although Peter's grin was hidden by his mask. The Outer Rim routes would be secured by the Republic at last!

Jabba was seated on his throne, "Jediiii," he snarled.

Ahsoka outstretched her arms, "We have to Huttlet, your excellency."

"Rottaaa!"

The Huttlet squealed in delight.

Jabba spoke something in Huttese, which the translator droid translated, "His excellency demands to know the kidnapper of his son."

The three looked at each other, not knowing what to say when a hologram of Senator Amidala appeared, "Let me answer that, your excellency. I'm Senator Amidala of The Galactic Congress. I discovered a plot against you by one of your own. Your Uncle, Ziro the Hutt, conspired with Count Dooku and plotted to kidnap your son."

The image shifted from Padme to that of Ziro, who begged mercy from Jabba. After having him known that he will be dealt with severely, the image shifted to the Senator again.

"Perhaps now, you can allow the Republic to use your trade routes and end the hostilities."

Jabba though for a while, and replied, "Most certainly. A treaty is in order," in Huttese.

"You will not regret this, Jabba."

The translator droid spoke again, "Your clone armies may move through Jabba's territories."

Anakin smiled at her, "You have my undying gratitude," he looked at Ahsoka and Peter, "Senator."

She smiled in response.

A while later, Republic gunships arrived, and Jedi Master Obi-Wan Kenobi, Yoda, Commander Cody and a few clones stepped out.

Peter's eyes sparkled with delight (although they couldn't be seen) and he breathed a small, "Whoa."

The Jedi's nodded at each other and stepped into the gunships.

Anakin looked back, "You coming, Spiderman?"

He shrugged, "I dunno. I have nowhere to go."

Ahsoka ran back at him and dragged him into the gunship by his arm, "Come on! We're going back at Christophsis. Maybe you can see another planet before you figure out how to go back!"

At Christophsis…

"This. Is…"

"Wrecked!" Ahsoka cried.

"Your words, not mine. I was gonna say 'cool'."

"How is this cool?"

"I get to meet real Jedi, clones and everyone else, see two planets, help you in a fight, how is it not cool?"

Anakin chuckled, "Your definition of cool and mine are very different. However, this might have been my reaction if I met someone I really wanted to."

"Um… sir?"

"Yes, Rex?"

"If you don't mind me asking, who's this guy dressed up as Spiderman?"

Peter was shocked, "You know me?"

"Of course I do. We used to watch a few movies in our free time as cadets. Spiderman was one of them."

He grinned and fist-pumped into the air, "Yes! I'm famous. Just so you know, I'm the real Peter Parker!"

"Huh. Why should I believe you?"

He scoffed, "Would a fake one be able to do this?" and shot a web and Rex's blaster, pulling it.

Rex beamed, "You are the real Peter! Nice to meet you Spidey!"

The web slinger chuckled, "Likewise Captain!"

"If you two are done talking, how 'bout we find a way to get Peter back to his planet?"

"Not gonna be a problem. I can see the formation of a portal there, hopefully it'll take me home!"

"Woah! Wait Peter. Don't leave without this."

He could see two Clone Trooper helmets in the togruta's hands, bearing the signatures of Anakin and Ahsoka.

"Woah guys, you didn't need to do this!"

"We did! You helped us get the Huttlet back to his father after all!"

"And, if it weren't for you and your amazing webs, I would've fallen down and delayed the mission!"

Peter sheepishly rubbed his head, "Thanks, guys! And if I may ask, why two helmets?"

"While I 'invaded' your brain, I could see you and your friend geeking out on us! That's the least we can do for your appreciation."

"So the other one is for my friend?"

"Yes."

"I'm at a loss for words."

The three chuckled.

He was about to leave when he turned back again and grinned, "Oh, and Captain, do you mind signing this as well?! I want the signature of my fan!"

"Of course, but only if you sign on my blaster. After all, you were my favourite cadet-time superhero!"

Anakin and Ahsoka pouted, "Hey, that's no fair! Sign our lightsabers."

After a few pics were taken as well, he shot a web at one of the buildings which was near the portal. As he swung away, he yelled, "Bye guys! I'll miss you all!"

"Same here!"

As soon as he entered the portal, he was blinded by a bright light and later found himself at New York.

He scurried away into a secluded alley, transformed from Spiderman to Peter and ran out again.

"Wait till Ned hears and sees this!" he grinned and sped off to find his friend!

A/N: This is my first-ever crossover fic! I hope you enjoyed reading it! Yes, there are a few changes I made in the original movie's storyline, like not having Artoo tag along with Ahsoka. Also, I didn't write the 'capturing Ziro the Hutt' part of Padme, I don't like her. Please review if you liked the fic, I enjoy hearing from you all and it motivates me to write more! ~ TK-632 :D