Gwen sulked in her bedroom. For the past hour, ever since she came home, she sat on her bed looking down sadly with a book in her lap. The cover read "Midtown High Yearbook". Gwen struggled with working up the courage to crack it open, but something inside her kept her from it. And that made her even more miserable.

Tap. Tap, tap.

The sound of glass tapping caught Gwen's attention. She turned to her window only to be shocked. Babs Gordon perched just outside of the windowsill with a soft smile and a casual wave to Gwen, who approached the window and opened it.

"Babs, have you lost your mind?" Gwen asked.

"I'm sorry. I went to your front door, but your dad said you didn't want to be disturbed."

"Well, I don't. How did you even get up here?"

"I used to fly off grappling hooks back at Gotham. I can climb up a rain gutter pipe. Look, can we talk inside, please. I really, really need to talk to you."

Gwen sighed before moving aside and letting Babs jump through the window landing in her room. "There. You're in. Now, if this is still about making me into a super hero again, we're going to have a big problem on our…"

"This isn't about that." Babs interrupted. "I just came to say I'm sorry. And I just want to understand. All cards on the table… I just looked you up."

Gwen widened her eyes darting her eyes at Babs. "You what?"

"When you mentioned you did something bad back at New York, I looked up heroes that might fit that description." Babs pulled out her phone and showed Gwen the online Daily Bugle article she looked up earlier. "That's you, isn't it? Spider-Woman?" Gwen frowned and didn't answer. "Gwen, please. I'm not here to recruit you, honest. If you still don't want to be a hero, I'll leave it at that. But I just want to understand. Please."

Gwen turned her eyes at Babs' desperate eyes and sighed. "Yes. That's me." She reached her nightstand drawer and pulled out something from the bottom. It was a full-cover mask that was white with pink outlines surrounding the eye lenses. "I am… I mean, I was Spider-Woman. But not anymore."

Babs sat down next to Gwen on her bed. "The news said you… killed a kid. But that's gotta be a mistake, right? You're not the kind of girl who would do that. Did somebody frame you? Or was it taken out of context? Or is it…"

"No." Gwen answered sadly. "There was no mistaking it. Peter Parker died… by my hands. I killed him."

Babs opened her mouth almost as wide as her eyes were. She let out a silent gasp nearly taken aback by that answer. "You what? Why?"

"I didn't mean to." Gwen answer. "I just… Couldn't hold back."

Babs, still curious and sympathetic toward her friend, returned to her spot next to her. She gently placed her hand on Gwen's shoulder to show her trust. "Tell me everything. And I promise, I'll listen."

Gwen gave a soft smiled before telling her story.

"I guess it all started when I got my powers. My school was taking a field trip to Oscorp and we witnessed a radiation experiment. Unknown to everyone else, a stray spider got affected by the radiation before it found its way to me and bit me in the hand. When I woke up the next morning, imagine my surprise in finding myself waking up on the ceiling. Over a short while, I discovered other powers the spider bite gave me such as proportional spider strength, increased intelligence, super agility…"

"The web shooting?" Babs asked. "I saw that in an earlier photo of you."

"Actually, that wasn't part of my powers. Look here." Gwen reached back into her nightstand and pulled out two metal bracelets with little button switches. She latched them onto her wrist and the button was placed over her palm. "I built these web shooters myself. The web is actually a chemical compound that I put into these cartridges. All it takes is a push on this button and…" She pressed the button switch and a string of web was shot connecting her to the wall.

Babs gasped in astonishment. "That's so cool. I know this is an inappropriate time to ask, but is it okay if after all this, I can take a sample to study?"

"Won't last long, I'm afraid." Gwen answered. "These things tend to dissolve after a couple of hours."

"I see." Babs said. "So what does this have to do with…"

Gwen raised her hand to silence her friend. "I was young and naïve like you once. When I discovered my powers, I figured that if I had these powers, I could use them for something good. So I became a super hero. And that's how Spider-Woman was born. I helped the community, stopped a lot of thugs, and yes, I even fought a few supervillains. It was the life of a super hero and I loved it."

Babs was happy to see the pride in Gwen's eyes. "So… what about your friend?"

Gwen looked over at the yearbook she was just looking over. She brought it back to her lap and finally opened it. She turned the pages until she stopped at the picture she was looking for. It was a scrawny teen boy with brown hair and glasses.

"That's him. Peter Parker. We were best friends since middle school. He was really known as the class nerd, so you can imagine what all the bullies kept putting him through. He wanted them to stop, so when he heard about the friendly neighborhood Spider-Woman, he was inspired to be a hero himself. He idolized my hero persona so much, he attempted to give himself superpowers. And it worked… too well."

"Too well?" Babs asked.

Gwen nodded. "He injected himself with a serum thinking it would just give him superpowers. It did more than that. It completely transformed him. It turned him into a large mutant lizard monster that tried to attack the school dance. As Spider-Woman, it was my job to try and stop him. During the fight, I realized it was Peter and tried to reason with him, but I couldn't get through. He wasn't himself anymore. All he had was his monster instinct. If I held back, he would kill me. So I couldn't pull my punches. I did whatever I had to do to subdue that monster that attacked the school. All the punches and kicks and the weapons I used around the school. It was one of the hardest and most brutal fights of my life. In the end, I won… but at a terrible cost. As it turned out, the lizard serum that Peter took was wearing off and he was turning back human. He changed back before he could heal from all the injuries I gave him. When he turned back… his body succumbed to his wounds and he died in my arms."

Babs' eyes began to water. She never heard of something so tragic, and she used to live in Gotham City. She nearly lost her breath, but she regained it to hear more of Gwen's story.

"After he died, civilians came. When they saw me over Peter's dead body, they suspected the worst. They had no idea that Peter turned into a bloodthirsty lizard and there was no evidence that would convince them. In their eyes, they just thought that Spider-Woman murdered a kid for no reason. The once beloved super hero, Spider-Woman, instantly became public enemy number one hated by everyone who used to love her. They called me a murderer… and they were right. From that day on, I was Spider-Woman no more."

Finally, Babs sobbed from her eyes. "That… That is the saddest story I've ever heard."

"Hey, don't cry." Gwen said.

Babs sniffed hard before drying her face with her sleeve. "All right. So you really blame yourself for what happened to your friend?"

"Of course, I do." Gwen said. "He died by my hands, remember?"

"Gwen, there was no way you could have known that Peter was going to die." Babs said.

"It doesn't matter." Gwen said. "Peter's still dead because of me. I couldn't bare to even be in the same school anymore, so my dad resigned from the police force and we moved to Metropolis for a fresh start. And just after that, I met you and the other super girls, the constant reminders of what I used to be. So yeah. That's my whole story."

Babs sighed. "Okay. I understand now. I can go." She was about to leave through the same window she came in from, but Gwen stopped her. "Wait, Babs. Before you do, I have to be the one to ask… Why were you so determined to be part of a super hero team?"

Babs looked back at Gwen, but didn't raise her frown. "I guess… it's because I didn't want to be alone. Ever since I was a little girl, I've always admired Batman, the greatest hero Gotham has ever seen. My dad used to work with him, so he told me all sorts of stories of his great capers fighting villains like the Joker and the Riddler. I wanted to be just like him. So I trained myself, taught myself how to be a detective, built my own bat gadgets, and tried to make it as a hero myself. I made my own share of enemies, but I always felt kinda lonely. And after my dad made me move with him, I was even lonelier. I didn't have anyone to connect with. Then, I met you and Diana and Kara and Zee and Karen and Jessica, six girls with great potential for heroics like me. For the first time in my super hero life, I felt like I had others like me. But most of my friends had their own reasons for not joining. Diana was the only one who wanted to commit, and she's being forced back home. Guess it was all a dumb idea after all."

Babs opened up the window, but Gwen shot a webline that she used to push it back down.

"No, it wasn't. Babs, I'm sorry for everything that happened to you. You're right. I do want to be a hero again, but I'm scared of what might happen. So… I guess I'd be less scared if I had others by my side."

"You mean…"

"Yes." Gwen said. "I'll… give it a try."

Babs smiled and hugged Gwen. "So what first?"

"Well, you said that Diana is being forced back home, right?" Gwen asked. "So perhaps as true friends, we can go and get her back. However, I can't shoot a web far enough to reach them, and I don't suppose you have some kind of bat plane, do you?"

"No. Not at that level yet." Babs said. "Plus, once we get there, we'll have to deal with a ship full of super strong warrior women who are just as tough as Diana. I say…" She pulled out her phone. "We'll need all hands on deck."

Babs made a special call. All the other girls (Kara, Zee, Jessica, and Karen) answered. "Hi, everyone!"

"I'm not talking to you, Babs!" everyone yelled.

"Wait! Don't hang up!"

"Give us one reason why not." Kara said.

"Because Gwen's vouching for me!"

"Gwen?" Zee asked. "I don't get it. I thought she didn't want to do this."

Gwen took Babs' phone and answered. "Hey, girls."

"Gwen, what are you doing?" Jessica asked. "Didn't you say you didn't want to be a hero?"

"Look, I can give you all my entire backstory a second time, but I don't think we have the time." Gwen said. "Long story short, I made a mistake and I was afraid that if I went on, I'd make it again. I know you all have your reasons for not joining, but this is about more than just us. Diana's the only one who was fully committed to it, and she's being forced back to her home by her own mother. Me and Babs want to save her, but we can't even reach her by ourselves. So if there was ever a time when you really considered Diana your friend, you at least owe it to her to try. So please, help us."

Shockingly, Gwen's speech got everyone to gather at the docks. Everyone but Gwen was there in their hero costumes.

"So where's Gwen?" Green Lantern asked.

"Yeah. She's the one who talked us into being here." Supergirl said.

"Oh, she'll 'swing' on by any second." Batgirl snickered.

Everyone was about to ask what it meant, but something caught their attention. The sound of something silky being shot was heard in the distance. They all turned and Batgirl was super excited to see their latest team member. Gwen was finally seen swinging on long threads of web rope. She released her grip and landed in front of them with her costume on. Gwen wore her mask that she showed Babs earlier which she wore underneath her white hood. Most of her outfit was black except from her top-half torso and arms which were white.

Zatanna stared at Gwen with suspicion. "Wait a minute. I've seen that costume before. Is that…"

"EEP! Gwen's Spider-Woman!" Bumblebee shrieked in fear.

"Don't panic, girls!" Batgirl said. "Yes, Gwen is Spider-Woman, but it's not like that."

"I know I owe you girls a big explanation," Spider-Woman said, "But I can do that after we get back Diana. I'm trusting you with this secret because you all mean that much to me. Can you trust me?"

"…All right." Supergirl said. "But we're having a long talk after this."

"Deal." Spider-Woman said.

"Yes!" Batgirl cheered. "Let's go get back our Wonder Woman!"

The super girls managed to make it onto the amazons' ship. Supergirl, Zatanna, Green Lantern, and Bumblebee flew there with their own powers and Green Lantern carried Batgirl and Spider-Woman with them. They stuck themselves to the side of the ship and peeked in the boat. There were amazons stationed everywhere and Queen Hippolyta stood at the front of the boat staring out into the ocean. Meanwhile, Diana was at the center of the ship lowering her head in shame. But that wasn't going to stop her friends.

Batgirl turned to her friends and waved her arms around in a pattern they couldn't identify. She then snuck onto the boat while the others shrugged not knowing what she meant. All the while, Batgirl went from one cover to another making hissing sounds to get Diana's attention. She already got it though.

"Why are you here, Barbara Gordon?" Diana asked quietly.

"We're here to sneak you out. See?" Batgirl said pointing at her friends. But much to her own surprise, they were already captured by the amazons held by their ears.

"Yeah. Really bad first day back in costume." Spider-Woman said.

"Oh, that wasn't supposed to happen." Batgirl said before getting grabbed by Hippolyta.

"How dare you board my vessel without permission? Amazons, throw them to the ocean beast Cetus."

"Ocean beast?" Spider-Woman asked. "Wait, don't we at least deserve a fair OW! OW! OW!" She and the rest of the girls were being dragged toward the side of the ship. "OW! OW… Wait a minute. Supergirl, why didn't you try punching your way out?"

Supergirl widened her eyes. "Huh. You're right." She sent a strong hook that sent one of the amazons flying off the boat. Once she was gone, all the super hero girls sent into battle position and fought against the amazons.

"Diana, we won't let you go without a fight!" Green Lantern said using her ring to make a medieval knight armor around herself.

"We're sorry we gave up!" Zatanna said pulling hair with an amazon.

"You gotta come back and be our leader again!" Bumblebee cried out avoiding an amazon with a butterfly net.

"It's true!" Batgirl said struggling to avoid getting caught.

Supergirl found herself being covered by a whole group of amazons. "You once said I could be the greatest hero the world of man ever knew! But it wasn't me! It's you!"

"Seriously, Diana!" Spider-Woman said shooting her webs to avoid getting grabbed. "You're the whole reason I'm putting this costume back on! Back at New York, my friend's uncle had a saying: With great power comes great responsibility! So what do you think is the right thing to do with your powers?"

Diana smiled at all the words from her friends. She finally stood up proudly and exclaimed, "Amazons, your princess commands you to stop!" Suddenly, all the amazons stopped fighting.

"And your queen commands you to continue!" Hippolyta ordered cueing everyone back to their battle.

"Stop!"

"Continue!"

"Stop!"

"Continue!"

"Stop!"

"CONTINUE!"

"STOP!"

"…Well, which one is it?" one of the amazons asked.

Everyone watched as Diana and her mother confronted one another.

"You are only 317 years old, Diana; a girl who is too young and too naïve to make her own decisions."

"No! It was I, Mother, I who survived the 21 tests of the tournament of Athena and Aphrodite. While I may be young, I have proven I am my own woman and I decide who I want to be. It is amazon law."

"It is law!" all the amazons declared.

Hippolyta stared at her daughter before grunting in frustration. She turned allowing Diana and her friends to leave. Diana was gleefully excited to stay with her friends.

Diana projected a flying carpet allowing everyone to ride on back to Metropolis. The carpet carried them all back to the pier where the carnival was.

"Congrats, Diana." Batgirl said. "Disobeying your mom is normal teenager lesson number 218. You're officially a teenager and we're officially a team again."

"Thank you all, my sisters." Diana said. "Though, I have a question… When did Gwen Stacy get a costume in the couple of hours we have been separated?" She and the others stared at Spider-Woman who chuckled nervously.

"Okay. I did tell you that I would explain everything once it was all over. Well…" Suddenly, a powerful tingle itched in her brain. "My Spider Sense."

"Your what?" Supergirl asked.

"My early warning system. It's tingling."

"Now?" Zatanna asked.

Everyone turned to the pier's entrance where a very familiar sight turned up in front of them all. An entire army of demo-bots have entered the fair.

Author's Note: And now, Spider-Gwen's origins are revealed as well as the story of her tragedy. Sorry if this seemed a bit dark for a light-hearted fandom, but I wanted to keep it in the story. Anyway, now that Diana's been rescued, the girls just have to save the city. Next chapter, they will finally come face to face with the evil mastermind. Any and all comments are welcome.