All characters appearing in Spider-Man are copyrighted to Marvel Entertainment and Stan Lee. No infringement of these copyrights is intended, and is not authorized by the copyright holder. All original characters are the property of TVfan.

Note: this story begins shortly after the "The Other: Evolve or Die" story arch, which is recently completed in the Spider-Man comics.

A New Life

By TVfan

Chapter 7: Arachne

Off Broadway Theater

It was clearly Mary Jane wearing the costume. Peter could tell by the heroine's physical appearance. Her hair matched Mary Jane's and judging that the costume did have a spider emblem on it, she had to be his only option for a guess.

"Yeah, it's me," Mary Jane answered still keeping her voice disguised, in case there was someone there.

Peter sighed and quickly looked Mary Jane's costume over. It seemed to have taken ideas from almost every 'spider-costume' Peter had seen over his years as Spider-Man. Other then two white eye pieces that were only as large as the eye sockets in Mary Jane's skull the costume had the same colors as Peter's costume did, red and blue. Like Jessica's costume, the mask didn't wrap around her entire head, allowing Peter to see her long red hair, and her nose, mouth, chin, and part of her cheeks were not covered by the mask. Judging by that, Mary Jane could not be very happy.

The way the rest of the costume was set up was closer to Ben Reilly's Spider-Man costume. A large head and abdomen of a spider was in the middle of her chest, while the spider's 'legs' came out from the point where the 'head' met the 'abdomen'. Two pair went up, one wrapping around Mary Jane's shoulder, while the other seemed to go straight up over the muscle between her neck and shoulders. The two upper pairs of 'legs' had to wrap around the costume to go to a similar spider on the back of the costume, although Peter couldn't see that one. The other two pairs of 'legs' came down to in much the same way the lower pairs of 'legs' on Ben's costume had.

There were some differences in Mary Jane's costume that Peter noticed. The spider and its legs, her arms and legs, and the lower half of Mary Jane's torso was red. Mary Jane's mask and chest was blue. Also, unlike Peter or Ben's costumes, Mary Jane's costume had no webbing on it.

While Peter looked over her costume, Mary Jane applied all the pressure that she could to hold the Other down with her foot. The creature was stunned for the moment, but Mary Jane wasn't going to take any chances.

"So, uhh…" Peter commented scratching the back of his head, "I didn't know this was part of the play."

"Very funny, Peter," Mary Jane answered, "What do we do with this?"

The Other, at that moment recovered from Mary Jane's attack and began to disintegrate into thousands of smaller spiders. They then crawled out from under Mary Jane's foot and reintegrated in front of her.

"You will do nothing," the Other growled, angry that it had been so careless as to be attacked from behind.

The Other then threw a punch at Mary Jane. She was able to avoid the punch thanks to her spider-sense, but MJ didn't have any experience in using it, and ended up leaping halfway across the theater, and was lucky not land on her behind. Peter then lunged at the Other and grabbed the creature by the head, intending to pull its head off. The Other then elbowed him and knocked him back against the wall.

"Now, if we are through with the interruptions…" the Other spoke as it raised a clawed hand.

Peter raised one foot and kicked the Other in the gut, sending the creature flying through the air. Mary Jane found the creature flying at her and swung her fist in an attempt to knock the creature away from her. Her blow hit home, but instead of knocking the Other away, it practically exploded into thousands of little spiders.

"Blasted thing!" Mary Jane screamed at the many small pieces of the Other, "How can we get rid of this thing?"

"I think we'll need a vacuum or have some sort of air tight bag that could hold all its pieces," Peter answered, "Of course we'll need to use them after we've got it to disintegrate."

"You'll never get the chance!" the Other screamed as it reintegrated and lunged at Mary Jane.

Mary Jane ducked down and avoided being tackled while the Other soared over her and took out several chairs. It quickly turned and swung its legs too quickly for Mary Jane to dodge and brought her to the ground.

"You are annoying me," the Other growled at Mary Jane.

Peter leaped across the room and kicked the Other before the creature could do anything more. The blow knocked the Other into another row of theater seats. Peter then grabbed and threw the Other onto the stage. Mary Jane then got up onto her feet to stand next to Peter. At the same time, several policemen burst into the room and aimed their weapons at the Other.

"Put your hands on your head!" one policeman yelled at the creature.

"This isn't over, Parker," the Other vowed and disintegrated as the policemen shot it with their handguns.

The small bits of the Other quickly left. Peter and Mary Jane gave short sigh, only to tense up as several of the officers closed in on them.

"Are you okay, sir?" one of the officers asked.

"I am thanks to this fine woman," Peter said, placing a hand on Mary Jane's shoulder.

All of the policemen then focused on Mary Jane.

"And who are you, ma'am?" one of the policemen asked.

Mary Jane sighed. She hadn't anticipated all this, but then she hadn't intended ever having to put on a spandex costume in the first place. She promised Jessica she wouldn't take 'Spider-Woman' as a name, but for some reason, that sounded like the only 'name' that made sense.

"Ma'am?" the policeman asked, raising a gun at MJ.

"I think I heard that bad guy call her 'Arachne'," Peter told the officer.

"Arachne?" the policeman asked.

"From Greek mythology," Peter explained.

The officer nodded.

"Is that your name, ma'am?" another officer asked.

"Yes," Mary Jane answered, "You can call me 'Arachne'."

"What were you doing here?" the officer asked.

"I saw that someone went through the roof and decided to investigate," Mary Jane answered, "And I need to get going. See if I can catch that bad guy."

Peter then watched as Mary Jane walked over to the hole in the ceiling where the Other had attacked from and shot up a webline into the hole. She then crawled up the webline like kids climbing a rope in gym class. Peter inwardly sighed, as he would have used his spider-strength and shot his webline in a way that he could swing up into the hole on the webline, but then Mary Jane was only starting and needed more training.

The officers, however, were not done.

"Excuse me, sir, but do you know why that thing wants to attack you?" the officer asked in a firm voice.

"No," Peter said back, "I've never seen that grey thing before."

The officers nodded amongst each other and then turned back to Peter.

"Okay, I think that's all we need you for," one officer instructed, "Why don't you get out of here so that we can search this place for clues."

"Sure," Peter commented and headed for the exit.

Outside

Peter found Aunt May standing outside the exit as the elderly woman had left the theater through its back entrance. She quickly hugged him.

"Thank goodness you're alright," Aunt May spoke, "Where's Mary Jane?"

"She had to use a different exit," Peter whispered.

"Oh," Aunt May nodded.

Peter nodded, and said quietly, "The police came in before we had a chance to do anything. The Other got away as well."

Aunt May nodded.

"I don't suppose you can make it back to the tower on your own?" Peter asked quietly, "I have a feeling that I will at least need to talk with MJ."

Aunt May nodded and began to make her way out through the crowd to where she could get a cab or at least get a spot where she could walk without dealing with several people watching a 'crime' scene. Peter, meanwhile, made his way to a nearby alley and checked to make sure no one was watching. Once he was sure that there were no observers, he pulled a handkerchief out of his pocket and tied it around his head so that it covered his nose, mouth and chin.

Peter then began to climb up the side of the wall up onto the roof of the theater. Sure enough, he found Mary Jane sitting down, still in costume, as her normal clothes were with Aunt May and her costume for the play was still in her dressing room. She barely noticed that Peter arrived.

"You okay, MJ?" Peter asked as he sat down beside her.

"I'm not hurt," Mary Jane answered.

"That isn't what I asked," Peter pointed out.

"I don't know how I'm supposed to feel," Mary Jane answered as she looked over at him, "I said I'd never be wearing spandex, yet here I am…"

"You couldn't have predicted what would happen in the future when you said that," Peter commented, not noticing that this was something that MJ usually said when some aspect of his life as 'Spider-Man' got him down.

"It just seems like our lives are destined to be strange," Mary Jane answered.

"I think that's Doctor Strange's job," Peter commented with a weak smile.

Mary Jane frowned at him.

"So, where did you get the costume?" Peter asked.

"Apparently Jessica asked Aunt May to make it," Mary Jane answered, "Just in case something like this happened. And you know, part of me is mad at her that she had Aunt May make a costume when I said I didn't want to be a superhero, but then I know she was right to do so. I mean, look at me! I've done exactly what I said I wouldn't do. I'm not normal."

"I'm not going to hate you over this," Peter said, "It isn't really very bad."

Mary Jane sighed, "It isn't 'bad' at all. It's just something I didn't want."

Peter patted her on the back, "I know…"

"But you know, there was also something that Jessica said to me that made me think that there was something would make me do something like this," Mary Jane commented.

"What?" Peter asked.

"I can't say," Mary Jane answered, looking embarrassed.

"What was it?" Peter asked again.

"You know I love you, right?" Mary Jane asked.

"Of course," Peter nodded.

"I don't want to be a widow, not so soon after I got you back," Mary Jane said weakly, "And every time you go out, I'm afraid that that will be the day you don't come back. When the Other just attacked you in the theater, and was wanting to kill you, I just couldn't stand by. I couldn't let it kill you."

"It wouldn't have beaten me," Peter said confidently.

"That wasn't what it looked like from where I was standing," Mary Jane answered.

"So seeing me in danger made you decide to put that on?" Peter questioned.

"Yes," Mary Jane sighed and put her head down.

"Well," Peter commented, "You look good in it, anyway."

"If I were used to all this, that would have been a decent complement," Mary Jane pointed out.

"Sorry," Peter shrugged, "I just don't want you to be depressed by this."

"I'm not depressed," Mary Jane answered, "This is all just very new to me."

"You can talk to me at any time," Peter spoke, "It always helps when you have someone to talk to. It took me awhile to get used to being Spider-Man. I knew that I had to be Spider-Man, but it still took me awhile to get use to it."

Mary Jane slowly stood up, "I know I can. But, I know I can not just be Mary Jane Watson-Parker anymore. There's always going to be some villain that will come after you that will make me worry. I can't stand by anymore and let someone like Osborn or Venom come after you and beat you senseless."

Peter sighed and nodded. He knew that there was a lot of things that he did that always stressed Mary Jane out.

"I know that you won't want to hear this, but maybe in the long run, it may be a good decision," Peter commented, "I mean, remember that some of my enemies know who Spider-Man is. Osborn is among them, and now, at least, even if we weren't in the Avengers Tower, he couldn't just fly through window and gas you. At least, not with out you landing a punch on him."

"Guess that means you won't have to worry about him, or presently the Hobgoblin dropping me off of a bridge," Mary Jane sighed, "I guess it will mean that you're going to have to take my training to another level."

"We can practice with the web slinging right now, if you like," Peter commented.

Mary Jane shook her head, "I'm gonna have to. Aunt May has my street clothes and I'm going to assume that you sent her back to the tower already."

Peter nodded and approached the alley, his handkerchief, the only thing keeping his identity secret, and looked over the alley and street beyond it.

"Nice mask, by the way," Mary Jane commented weakly as Peter got ready to give his lesson.

"Thanks," Peter chuckled, "Okay, web slinging will require many of the same skills as merely shooting out a webline. The one major difference is that when you feel the webline hit a building you need to release you fingers slightly and grab the webline in your fist, or you'll end up falling to the ground while you're producing more webbing as you go."

Mary Jane visibly shivered, knowing that she didn't want to simply fall to the ground.

"That shouldn't be hard," Peter said in a comforting voice, "You'll feel a slight thumb travel through the webline once it hits something. Right now your biggest problem is your aim, but even that isn't horrible."

"That doesn't make me feel better," Mary Jane answered, "If I don't shoot out too much, I can always miss all together."

"Let your spider-sense guide you," Peter said, "It will guide you in almost all things."

"What doesn't it help with?" Mary Jane asked in a somewhat rhetorical voice.

"I've never felt it buzz when we've made love," Peter said weakly and once Peter saw one eye piece move on MJ's mask, he continued, "But it will help with most other things, so just do what it directs you to. It will feel like instinct when it goes off."

Mary Jane slowly approached the edge of the building, "This is still a first for me. Webslinging on my own, that is."

"I'll catch you if you fall," Peter promised.

Mary Jane slowly nodded and shot out a webline, shuddering as she felt it come out of her wrist, and released her ring and middle finger as the webline hit the side of the building diagonally across from the theater. Slowly she let herself fall off of the roof the theater and felt the webline pull her up away from the street coming up at her as she tried to cling to the webline as hard as she could. After less then a second, her spider-sense went off, seeming to indicate that she was going to indicate that she was going to hit the building that her webline was attached to. She then quickly shot out another webline, praying her spider sense was telling her where to go.

Less then a second after she shot out the new webline, she felt the line hit another building and she swung down on it through the next intersection. As she did so, a large semi came up, and Mary Jane's spider-sense went off again. Almost instinctively, she pivoted her body so that she was facing sideways and went between the truck and the trailer. She also felt her body releasing a lot of adrenaline as she came out from between the truck and the trailer.

"Whooooooooooooo-yeeeeeeeeaaaaaaaaaahhhhhh!" Mary Jane screamed as she found that her webline was attached to a flagpole on another building and she was launched into the air and landed on the roof of a building about block away.

Peter landed right behind her and steadied her as she nearly lost her balance after landing.

"Wow," Mary Jane spoke as she struggled to get her breath back.

"You did very well," Peter commented, "Even did something that I would normally do to show off. I wouldn't have attached my webline to a flag pole, but you still did very well."

"That was like a roller coaster!" Mary Jane said in a excited voice.

"It's like that for me all the time," Peter smiled beneath his handkerchief.

"Wow," Mary Jane said again.

"We need to keep going, and we're about halfway there," Peter pointed to the Avenger's Tower on the near horizon.

"Okay," Mary Jane nodded and prepared to shoot out another webline.

Church Attic

"I didn't know that he had a partner!" the Other screamed at the small spider carving it had made in one of the wooden beams of the church's rafters.

The Other outwardly cringed as if it were being lectured. It raised its clawed hands over its ears.

"I am not giving up," the Other screamed, "Spider-Man will die, either in costume or as Peter Parker. He will die!"

The Other then narrowed his eyes and looked up from the floor, "And his apparent partner must now die. I am not HER Other, but is she will not allow evolution to take its course, then she must die as well."

The voice that the Other heard became softer, as if giving instructions to a child. The Other nodded as it received its instructions.

"Yes," the Other spoke, "It is time to begin hunting the unevolved."

Avengers Tower

It was quiet when Peter and Mary Jane arrived. The two slowly decided to call it a night and slowly began to walk toward their bed room, while Mary Jane lowered the mask to her costume. To their surprise the two ran into Jessica on the way to their room.

"What happened?" Jessica asked as she noticed that Mary Jane was not in her normal clothes.

"The play had a rather violent viewer," Peter answered, "The Other attacked me right in the middle of it. It didn't hurt anyone, and Mary Jane and I drove it off, but it managed to ruin the night."

"I couldn't let that thing hurt Peter," Mary Jane said, looking down.

"We then came back here," Peter finished as he removed his handkerchief from his face.

"Do you intend to continue helping your husband?" Jessica asked.

Mary Jane looked down again, "I can't let some guy kill him. I can't."

"I understand your reasons," Jessica spoke, "If I were in your situation I would probably make the same decision for the same reasons you did."

Mary Jane nodded weakly.

"So what name will you be using while you're dressed like that?" Jessica asked.

"Peter came up with the name actually," Mary Jane answered, "What was it you said? Acne?"

"Arachne," Peter corrected.

"Arachne," Mary Jane spoke.

"Pretty interesting choice, what does 'Arachne' have to do with spiders, other then its similarity to the word arachnid?" Jessica asked.

Peter sighed heavily, "Didn't either of you pay attention when teachers talked about mythology? According to the ancient Greeks, Arachne is the ancestor of all spiders. She was a Greek weaver who boasted that she was the best weaver in all Greece. This infuriated Athena, who destroyed all her work. Arachne committed suicide when she found out she offended the gods. Athena then took mercy on her and turned her into the very first spider and let her continue her weaving. The story of Arachne is where modern scientists have made the word arachnid, although they use the term arachnid to refer to all bug-like creature that is wingless and has eight legs."

"Only a science teacher would know that," Mary Jane commented.

"It's written in any mythology book," Peter answered defensively, "I started doing research on all of this after Ezekiel came around and began talking about my 'totem'."

Jessica nodded at Peter's explanation of where he came up with Mary Jane's 'code-name' and then said, "You know your training will need to change a lot of its emphasis if you wish to continue."

Mary Jane nodded, "Yeah, I know. Peter and I were going to get started on that tomorrow. We'll probably still have practices to make sure I can fully control my pheromone powers."

Jessica nodded and began to continue on her way down the hallway, "Good night Peter, Arachne."

"Good night," Peter said and began to escort Mary Jane toward their room.

Daily Bugle, Early the Next Morning

"Why don't we have pictures!" J. Jonah Jameson screamed inside his office, "Some new super-nut shows up and we don't have pictures."

The people that could hear him stood in silence.

"Where was Parker?" Jameson demanded, "He is able to get shots of these weirdoes."

"I think he was there, but to see his wife in the play," Robbie Robertson answered, "I doubt he had his camera with him, and besides, he takes pictures of Spider-Man."

"Do you think there's a connection between the two?" Jameson asked, "This 'Arachne', or whatever the police report said she was calling herself was wearing a spider-costume."

"We don't know," Robbie answered, "I also don't think we should make up any connection until after we have more information."

Jameson merely waved it off, "Get me one of the artists. Have him draw an image of what this 'Arachne' looks like."

Avengers Mansion, Later

Peter and Mary Jane came into the dinning room to find Aunt May already eating. She was busy reading the paper.

"Morning, Aunt May," Peter said politely.

"Morning, Peter," Aunt May answered, "Mr. Jameson called. Said something about having pictures of 'Acme'."

"I think he wanted pictures of me in that costume you made me," Mary Jane spoke up, "The word would be Arachne."

"Interesting," Aunt May commented, "I didn't know you were a fan of Greek mythology."

Peter raised his hands as if to say, 'finally'. Mary Jane ignored him.

"So what does the paper say about my 'grand' entrance?" Mary Jane asked.

Aunt May raised the paper so that Peter and Mary Jane could see the front page. The headline read, 'New Super… in Town". What drew their attention was a crudely drawn picture of a woman with red hair in a spider-costume. There were some obvious differences between the picture and what Peter and Mary Jane to be reality.

"Why do I have eight limbs?" Mary Jane asked while Peter took a closer look at the picture where it said, 'artists impression'.

"It says it's by Heath Jeks," Peter said as he sat back, "He's one of the Bugle's interns that Jameson has around to help him out. He won't pay a real artist. The guy probably read the police report and let his imagination take it from there."

Mary Jane only sighed, "At least he didn't call me a villain."

Peter and Aunt May nodded.

"I'm sorry I didn't tell you about making the costume," Aunt May spoke to Mary Jane as the young couple began to assemble their own breakfast.

"You don't need to be sorry," Mary Jane answered.

"I still feel sorry," Aunt May answered.

"Why?" Peter asked, "Everything is fine."

"Mary Jane made it clear that she didn't want to be a hero," Aunt May answered firmly, "and I agreed that she didn't have to be. How would you feel if I agreed with you on something and then went ahead did exactly the opposite?"

"The situation was different, Aunt May," Mary Jane asked, "Jessica asked you to make it, and as you told me, it was a 'just in case' situation. Well, 'just in case' happened last night."

"I still feel like I've betrayed your trust," Aunt May spoke, "It may be the fact that I was raised in a time before the world became so complicated, but I still feel that way."

"You haven't Aunt May," Mary Jane answered, "If you hadn't done that, the newspaper would say 'Super-Actress' or something like that. The last thing I need is publicity concerning this whole issue. While I'm still getting used to this, the last thing I need is to be exposed as person with super powers."

"And if that thing hadn't attacked Peter?" Aunt May asked.

"I'd have a very colorful Halloween costume," Mary Jane said weakly.

"I must thank you for not holding anything against me," Aunt May spoke.

Mary Jane nodded.

"So what is your plan for today?" Aunt May asked.

"MJ and I are going to work on her training for most of the day," Peter answered, "I don't have to work today, and I'm going to assume that they won't be performing the play until the theater is repaired, so we have all day for training."

"Are you sure that such a workload is right?" Aunt May asked, "so soon?"

"Arachne has no training," Mary Jane answered, "Right now, I'd do more harm then good if I tried to help Peter. I know I'm not going to like it, but I also know that if I don't, I'm going to have to sit and worry night after night, which I don't think I can do anymore."

Mary Jane paused for a moment, "and our schedules won't be so open in the future. Peter teaches tomorrow, which will take away most of tomorrow, and once the theater is repaired, or the director calls to say the play has been moved to a different theater, I will be back with either rehearsals or preparations for the night's play, which will chew away more time. It will be best to get most of the training in now, while we have the time, rather then to wait."

Half an hour later, Mary Jane, once again in her 'Arachne' costume except her mask, stood in front of a wall inside the private gym that Stark had in the Avengers tower.

"So, how did you say you cling to walls, again?" Mary Jane asked as she looked at the wall.

"I think about 'clinging' as hard as I can," Peter answered, wearing every piece of his Spider-Man costume except the mask, "I've developed thousands of small individual hairs that work the same way the hairs on a spider's foot work…"

"I've never felt them when we've held hands," Mary Jane commented.

"I've never tried to 'cling' to you," Peter replied, "You'd feel them if I did. Tony's equipment indicated that that is the same way you should be able to cling to walls…"

"I have hairy hands?" Mary Jane gasped, sounding shocked.

"Not in the way you're thinking," Peter said quickly, "the hairs are very short and are practically invisible. I needed a microscope to look at mine. Just think about clinging to the wall and you should cling to the wall."

Mary Jane looked down at her gloved hand, "I'm going to assume that these hairs are also on my feet?"

Peter nodded. Mary Jane shook her head and took a closer look at the wall and approached it. She cleared her mind and focus on one thing, clinging to the wall in front of her. Slowly she put one hand on the wall. She felt a slight prickling sensation as she was sure that the several hairs were gripping the plaster of the wall. Then she put her other hand on the wall. She soon felt the same sensation as with the first hand.

"Now try your feet," Peter encouraged.

Mary Jane gulped and lifted one foot and placed it on the wall. Again, she felt the same sensation of the microscopic hairs gripping the wall, even through the boot of her costume. Then she left the other foot and placed it on the wall. Again she felt her foot grip the wall. She turned her head back to look at Peter, who was smiling at her.

"Smile," Peter said as he snapped a picture off of his wife clinging to the wall with a digital camera, "Try calling around on the wall and the ceiling too."

Mary Jane nodded, and began to make an effort at crawling up to the ceiling. She wondered how she looked like to Peter as her knees were not hitting the wall and neither where her elbows.

"I'm not sticking my butt out, am I?" Mary Jane asked.

"No," Peter shoo his head, "Your legs are bent in such a manner that your back is straight. It's part to the spider-like agility."

Mary Jane gave a sigh and continued 'wall-crawling'. Soon she was on the ceiling and looking down at Peter. It felt somewhat weird to her to see her husband standing on the ground while she was crouching on the ceiling, with her hair hanging down.

"Very good," Peter spoke, "Now, this is just some extra facts for you. You can not be pulled off of anything that you're clinging to when you've focused on clinging to the wall. Your 'wall crawling' power is that powerful, but there are some things to remember. There are many guys out there that are strong enough to pull you and the section of the wall that you're clinging to down. And clinging to a tougher substance won't fix the problem. The Hulk is strong enough to pull you or me off of the rock while ripping our arms and legs off."

Mary Jane cringed, "Let's not fight him then."

Outside

"Thank you, little one," the Other spoke to a small black widow spider as it crouched on top of a nearby building, "You were most helpful."

The Other then turned its attention back to the building it was staring at earlier. There didn't seem to be anyone near the windows. The Other found it somewhat ironic that it was intending to attack the building that it had first appeared and escaped from.

"Are any of the other Avengers present?" the Other asked the black widow.

The Other sat quietly as it listened to the spider's answer. Once it had finished it smiled.

"Thank you my friend," the Other spoke and leaped out toward the Avengers tower.

Inside

"Remember that your biggest problem with web slinging is your aim," Spider-Man said in a calm voice as he and Arachne began to walk toward the main window that he used to go in and out of the Avengers Tower, "You great with everything else, which is good."

"Wouldn't it be better to practice my aim inside?" Arachne asked, "On dummies or something?"

"That would work for webbing up crooks," Spider-Man answered, "But it won't help you prepare for when you're web slinging on your own. The city is filled with twists and turns and each building in the city has a different design to it. The best way to perfect your aim around the city is to go web slinging."

"You'll catch me if I miss?" Arachne asked.

"You should know I will," Spider-Man answered as his spider-sense went off suddenly.

Spider-Man turned and looked at Arachne. She looked to be just as surprised as he did.

"Your head's buzzing too?" Arachne asked.

"Something strange is going on," Spider-Man answered.

Spider-Man turned and looked over at the window that he and Arachne were intending to leave through. His eyes widened beneath his mask as he saw that the window was completely webbed up.

"What the…?" Peter spoke with a tone of surprise in his voice.

"Someone's webbed it up!' Arachne spoke up.

"Indeed someone has," the Other spoke as it dropped through the ceiling and reintegrated itself into a singular being, "Now I will get the two of you!"

"Two of us?" Arachne demanded.

"You will not let evolution take its course," the Other answered, "I must make sure that everything follows the laws of evolution."

The Other then lunged forward and landed a blow on Arachne, before her spider-sense could warn her of the blow. It knocked her back into the wall, and she began to rub her cheek. The creature then moved to attack Spider-Man, but he was already prepared for the Other and after a leap to bounce off the wall, Spider-Man landed a strong kick to the Other's gut, knocking it back several feet.

"You okay?" Spider-Man asked Arachne.

"Surprisingly fine, considering how hard that thing hit me," Arachne commented, still rubbing her cheek.

"That would be one of the side effects of spider-strength," Spider-Man answered as he helped Arachne up, "You can take punishment that looks rougher then it feels."

Spider-Man was about to say more when his spider sense went off and the Other landed around his back. The creature wrapped its arms around Spider-Man's neck and its legs around his waist.

"Don't tell me your partner does not even know what she is doing!" the Other spoke as it attempted to strangle Spider-Man.

Spider-Man elbowed the Other in the gut with all his might, forcing the creature to loosen its grip on him.

"And you're one to talk when you've put yourself in a position where you can't defend yourself?" Spider-Man asked as Arachne stepped forward and punched the Other in the face.

The blow knocked the Other off of Spider-Man, but the creature only bounced back onto its feet.

"Physical blows mean nothing to me," the Other said firmly, "The two of you can punch me as much as you want, but it will do you no good."

Spider-Man then lunged forward to punch the Other, only to have it disintegrate as he made impact. The Other then reformed himself between Spider-Man and Arachne and slashed its claws at both. Arachne leaped back and clung to the wall behind her and quickly raised her hands to web up the Other's hand. Spider-Man merely ducked under the Other's blow.

"This will not stop me," the Other answered when it found out that Arachne was strong enough to prevent the creature from pulling the webbing out of her hands, and slashed the webbing off of it, "There is nothing you can do to stop me."

Arachne sighed and leaped over the Other and landed next to Spider-Man.

"Any ideas?" Arachne asked.

"I don't think we can beat it up," Spider-Man sighed as the two avoided a flying leap from the Other, "but… maybe we can contain it somehow."

The Other rolled back onto its feet after it's attempt to tear the heads of its two targets off and prepared to attack again.

"You can not beat me!" the Other announced, "Your conversation is meaningless, and your time to die has arrived!"

The Other then attempted to slash its claws at Spider-Man.

"Contain it?" Arachne asked as Spider-Man grabbed the Other's swinging arm and then threw the Other against the wall.

"This way!" Spider-Man exclaimed and began to run down the hallway.

Arachne quickly followed.

"Running won't help you, Spider-Man," the Other shouted as it began to give chase to the two of them.

Spider-Man ran with Arachne close behind toward the area that was Avengers only. He hoped that his idea to defeat the Other would work and that the Other wouldn't decide to find Aunt May and take her hostage.

"Where are we running?" Arachne asked.

"Tony's got some large airtight vat type things," Spider-Man answered, "I don't know what he uses them for, but I know their airtight. The Other shouldn't be able to escape."

"Aren't you concerned that he could break the container?" Arachne questioned.

"He said he tested them with his armor, so it should hold," Spider-Man answered, "If not, we'll be closer to where Jarvis stores all his insecticides and so forth, and don't worry, neither of us are vulnerable to them… at least no more vulnerable to the poison as a normal person is."

Arachne nodded and tried to web up the Other's legs to slow it down a little. The attack only succeeded in wrapping one of the Other's legs in webbing, and did little more then annoy the creature. The Other had ignored the conversation that the two heroes had been having. It, like the female's webbing was only an annoyance to it. It had Spider-Man practically alone as the other Avengers were off somewhere and the female could not be fully trained.

After a few minutes running, Spider-Man and Arachne had come into a large lab-like room, that had two large glass chambers with large rubber hoses attached to the top. The hoses went up to the ceiling to what looked like a pump, which was attached to another hose, which almost looked like a vacuum hose.

"Let me guess, you plan to suck him up with a giant vacuum cleaner?" Arachne asked as they stopped and looked that chambers and then at the Other who was quickly coming up on their position.

Spider-Man nodded.

"Do you know how to turn it on?" Arachne asked.

Spider-Man sighed, "Basically. Turning it on isn't the problem. The problem will be getting the Other to disintegrate into its smaller parts."

"Great," Arachne grumbled as her spider sense went off again.

The Other suddenly plowed into her as her conversation with her husband had distracted her and kept her from paying attention to her pursuer.

"It doesn't matter what the two of you intend to do," the Other spoke, "He has not evolved and you prevented me from insuring the course of evolution last night. Therefore, you both will die now."

The Other attempted to claw at Arachne, but she managed to grab hold of the creature's wrists and the ended up wrestling with each other on the floor. Arachne put all her strength into trying to roll the Other onto it's back, but she quickly found that the Other was just as strong as she was.

"You can not win, female," the Other said triumphantly, "Your partner has deserted your side for the time being, and eventually you will tire."

Arachne managed to bring her legs up to her chest, and then trust them forward into the Other's chest. The creature was launched into the doorframe that it had charged through, but remained as a single being. She then heard the sound of the pump turning on as Spider-Man gave her a thumbs up from a control panel on a raised walkway behind her and the chambers.

"Great," Arachne mumbled, "Make me fight this thing. I'm supposed to be helping you."

Arachne then lunged forward and threw a punch at the Other as it recovered from being kicked off the heroine earlier. No blow was ever landed, as the Other quickly disintegrated into its composite pieces.

"Don' t you ever learn?" the Other questioned as it became thousands of smaller spiders.

Spider-Man then leaped from the walkway, grabbed the vacuum hose and aimed it at the mass of small spiders.

"Do you?" Spider-Man asked back as various small bits of the other began to be sucked into the hose.

"NOOOOO!" the Other cried, its voice getting weaker as more and more bits and pieces of itself were sucked up.

Arachne and Spider-Man watched as the Other was sucked into the first chamber by the oversized vacuum that Spider-Man was holding. The Other was busy reintegrating itself inside the chamber, but was unable to escape from its prison, so far.

"Gotta love sharing a building with a big 'techno-wizard'," Spider-Man commented with a grin, although no one could see it.

"It seems rather anti-climactic to defeat it with a vacuum cleaner," Arachne commented.

"It's how I defeated the Sandman for the first time," Spider-Man shrugged, "I'd take a victory wherever I can take it."

Arachne sighed and looked at the chamber that now held the Other. The creature was making a futile attempt to escape its prison. It then leaped to the top of the chamber and tried to open the doors to crawl out the hose. The top of the chamber suddenly electrified and the Other was thrown back to the floor of the chamber.

"I wonder why Stark has these things here anyway?" Arachne wondered aloud, "I mean it's not like anyone's ever made a mess big enough that Jarvis would need to use a vacuum of this size."

Both Spider-Man and Arachne then felt their spider sense go off. They turned to see the rest of the Avengers standing in the doorway.

"You two obviously weren't there before I gave up alcohol," Iron Man commented with a slight touch of humor in his voice.

"We go on one minor mission, and you web the building, again," Wolverine growled.

"I didn't web the building!" Spider-Man answered, "And don't you accuse my wife, either!"

"We're not accusing either of you of anything," Captain America answered.

"Although, you do seem to attract attackers," Luke commented.

Iron Man meanwhile approached the chamber that housed the Other.

"I see the two of you have tested Stark Enterprises newest product," Iron Man commented, "Who… what is this thing?"

"That would be 'the Other'," Spider-Man answered, "It is responsible for webbing up the building."

"Any idea as to why?" Iron Man asked.

"It didn't want us to leave," Spider-Man answered and pointed to Arachne, "We were going to go out to give her some more practice at web slinging when we found out about what the Other had done."

"So she has changed her mind about what she wants to do with her powers?" Iron Man asked.

Spider-Man only nodded. The real answer was more complex then that, but it was the best he could do.

"She looks good like that," Wolverine commented.

"Uh, thanks," Arachne answered nervously as she moved behind Spider-Man.

"May we ask what you intend to call yourself?" Captain America asked, "While you're in costume, I mean."

"Arachne," Arachne answered.

"Considering the myths and your powers, the name fits," Iron Man commented.

"Thanks," Arachne shrugged.

"So what do the two of you intend to do with the Other?" Spiderwoman asked as she and Luke looked at the chamber.

"Can't we keep it in there?" Spider-Man asked.

"The system is due to be sold to Saudi Arabia to help them clean up small desert villages after a sandstorm," Iron Man answered.

"Well, we can't release it," Arachne pointed out, "It disintegrated every time we tried to hit it."

"Disintegrated?" Luke asked, raising an eyebrow.

"I know it sounds strange, but she's right," Spider-Man spoke, "When it first appeared, I thought the Other was a single being. I saw it disintegrate in my first battle with it, but yet it came back. That means that it is a collective being."

"Meaning?" Luke asked.

"The Other is not one guy," Spider-Man explained, "think of it as thousands of spiders with one mind."

"Like the borg?" Luke asked.

Spider-Man nodded and then looked up, "You like Star Trek?"

"No, I was just really bored one night and I just happened to come across some Star Trek episode," Luke answered, "I was so bored I couldn't change the channel."

"Ouch," Wolverine commented.

"Anyway, since the Other is a composite being," Spider-Man said, trying to get back on topic, "We can't leave it for the police to arrest. It'd simply disintegrate and leave the jail and no one would notice until it was too late."

Captain America stepped forward, "Perhaps not the police, but I'm sure S.H.I.E.L.D. can secure him somewhere."

"And he'll never bother us again?" Arachne asked.

The Star Spangled Avenger nodded.

"There's just one more thing to do," Spider-Man commented as he set the timer on his belt camera and placed it on the ledge with some webbing, "Get the photo."

The Next Morning, Under New York

"Who is this 'Other'?" Kingsley demanded.

"I don't know," Ricky commented, "It wasn't in any of Tracer's files. Although, I'll say that Arachne is a babe."

"Almost all female 'supers', hero or villain, are attractive," Kingsley commented, "The constant exercise from trying to either conquer or save the world keeps them fit."

Kingsley then snatched the paper from Rickey and looked at the picture. It showed two people in red and blue costumes. One male, obviously Spider-Man, and the other female, the new heroine, Arachne, that the Bugle had ranted about the day before. The headline read, "Spider-Man and partner, Arachne, stop monster".

"What is more concerning is that this Arachne has allied herself with the wall crawler," Kingsley said in a heavy voice, "If my profits are to survive, we may have to deal with both of them."

"I could help…" Tracer spoke from the computer screen.

"Quiet you," Kingsley growled.

To Be Continued…