Disclaimer: I do not own Spiderman, just the Oc characters.

Author note:

Keep any hurtful comments and criticism to yourself but if there are any spelling or grammar mistakes, please let me know

I hope you enjoy the story

Chapter 2: Along Came a Spider-Girl

The morning after the run in with Phobia, Red 'thwips' across Manhattan while reading the Daily Bugle's latest news article, the heading saying 'THIEF! Red-Back Shows His True Colors!' with a picture of Red on a security camera holding the bag of cash.

"J.J must be having the day of his life right now." Red muttered, scrunching up the paper and tossing it in the trash bin on the sidewalk as he continues swinging through the city, unaware that someone was watching him. A girl wearing a black mask with a white web design and red lens, wearing a black t-shirt with a small red spider on her chest and a red flannel skirt with black leggings as well as black canvas shoes with white laces. Ignoring the strange looks she was getting from the public, she reached into the bin and pulled out the newspaper and read the front page before dropping the paper back in the bin as she watches the red and black spec in the distance with concern.

As Red made his way towards the Upper West Side of Manhattan, the girl followed behind him while keeping her two-block distance as she ran through the streets trying to keep up with Red-Back until he eventually landed outside an old train tunnel and made his way inside, the girl later arriving in front of the entrance and cautiously followed into the dark tunnel. The tunnel was pitch black with the entrance being the only source of light, only managing to illuminate the graffiti on the walls which gradually disappeared the deeper the girl went before her spider sense unexpectedly went off but it was already too late as the girl's foot tugged on a string that glinted from the light.

"Kyah!" she squealed as she was shot straight into the air, leaving her to hang upside down from the ceiling with her desperately trying to keep her skirt from flipping, "HELP!"

"No need to yell." Red stated as he stepped out from the darkness, casually walking upside down on the ceiling towards the girl before feeling his spider sense tingle, the source coming from the girl who had a similar reaction to his, "Another spider? At this rate I probably need a lawyer so I can sue you guys for copyright."

"What? Wait no, I'm on your side!" The girl insisted as Red shot a string on the ceiling to hang himself from as he lowered himself down to meet the girl at eye level.

"So, what do 'you' call yourself?" Red mockingly asked.

"S-Spider-V." The girl timidly admitted.

"Spider-V?" Red repeated, narrowing his eyes disapprovingly, "Let me guess, your name has a V in it."

"…Y-yes." The girl mumbled, "My names Valerie, Valerie Velvet and I'm here to help, honest!"

"I figured." Red stated, pointing to her shirt, "Red-Back merchandise, right? Heard they didn't sell all that well, and is that a skirt? I'd think that would make swinging through the city a little…difficult." Red inquired.

"Oh, I-I didn't swing." Valerie hesitated, "I'm afraid of heights."

"Then how did you keep up with me?"

"Since being bitten three days ago, I've been able to see really far." Valerie explained, "It was difficult trying to explain to my Optometrist that I had suddenly went from nearsighted to farsighted overnight."

"Farsighted?" Red pondered, "Do you still have the spider that bit you?"

"The spider? Oh, yeah." Valerie remembered, reaching into her jacket and pulling out a plastic container with a dead spider in it, passing it to Red.

"A jumping spider, that explains it, they have incredible eyesight." Red informed, "Have you experienced anything else?"

"Well, I can jump really high now." Valerie answered.

"How high?"

"High enough to get myself stuck in a tree." Valerie admitted timidly.

"So, it enhanced your eyesight and your jumping." Red noted, "Common traits for a jumping spider."

"Oh, then that's good." Valerie sighed in relief.

"Yes...And no." Red added.

"What, why?!" Valerie exclaimed.

"Because there's more of these things out there." Red explained, gesturing to the dead spider, "All of which are different species, if this one gave you a trait specific to its species, then..."

"Then the others will give whoever they bite different abilities as well." Valerie continued, realizing the danger.

"Which they'll likely use on me, like what the guy last night did." Red added with slight irritation.

"You don't know that. They might want to help?" Valerie suggested.

"Great! Rookies to babysit, that's so much better." Red said sarcastically, tugging on Valerie's web to cut it and letting her hit the ground hard before landing down next to her, "Go home before you get yourself hurt." He finished before turning to walk away.

"Wait!" Valerie calls out, getting up as she struggles to take off her mask, revealing her to be a Latin American teenager with tan skin, she had long dark brown hair that comes mid-way down her back and medium brown eyes. Her hair being disheveled because of the mask, making her glaring look seem less serious than she wanted it to be, "All my life I've been afraid, yet here I am wanting to risk my life, do you know why?"

"...Alright, I'll bite, why?" Red sighs as he turns to Valerie.

"Because of you, you showed me that being afraid shouldn't stop you from doing the right thing." Valerie declared, taking Red by surprise, "Even though people turn against you, you still risk your life protecting them…you changed my life without even knowing it and yet all you can say is 'go home'."

"I…." Red hesitates, unsure what to say.

"Well, it doesn't matter, I'm going to try and help people with or without you." Valerie claims as she turns to walk away, "you started alone right? I'll figure it out too."

"….Wait." Red groans, Making Valerie stop and face him, "You know anything about chemistry?"

"Straight A's" Valerie answered.

"Good, catch." Red said, tossing her the purple vial he got from Phobia which Valerie fumbles to catch, "The Spider-person I fought last night had a bunch of these with him, it's dangerous, so we're gonna need to know what it does and how to counter it, you think you're up for it?"

"Y-yes! Of course!" Valerie beamed with enthusiasm and excitement.

"One more thing." Red added, grabbing Valerie's mask from her and puts it back on her head, "Never take of the mask, that's spider-101."

"R-right." Valerie beamed, clearly smiling under her mask as Red walks over to a graffiti painting of a dog and pushes between its mouth revealing a door that led to a large room with a wrecked coach and an old T.V as well as an old desk covered in monitors and a flickering PC, "Looking forward to working with you, Spider-V…god, we need to find you a better name."

"This is your…hideout?" Valerie doubted as she observes Reds equipment, noting the monitors each showing a different program such as radios, a map of New York's crime spots and a…bakery webpage which Valerie raised an eyebrow at.

"One of them, yes." Red stated, turning off the monitor with the bakery before taking a seat at his desk and types away on his keyboard, "I think I have a microscope in one of the boxes next to the coach."

"Really? Great, I can use it to check the chemical makeup of the liquid." Valerie explained as she quickly walks to the first box only for her mask lens to drop in disappointment at the contents, "…I can't use this." She says pulling out a toy microscope and a plastic petri dish.

"And why not? I managed just fine when I was 7." Red pouted jokingly, crossing his arms in a huff, getting only a deadpanned expression from Valerie who dropped the toy equipment back in the box, "…ok, fair enough. But being a vigilante doesn't provide a steady paycheck."

"It's fine, I can probably borrow the equipment at the ESU lab." Valerie suggested which catches Red's attention.

"ESU? Empire State University, you go?" Red asked.

"Yeah, I'm a student." Valerie stated proudly.

"Some spider advise, be careful what you say or risk people finding out who you are."

"B-but I thought-"

"That you could trust me? You forget we only just met and you've already shown me your face, told me your name and what university you go too." Red pointed out, listing his points with his fingers, "All the while I haven't told you a single thing about me."

"I-I-I-" Valerie stammers nervously.

"Oh, relax." Red sighs, "I'm just proving a point, just be careful of the things you do and say."

"R-right…."

"This isn't just to protect your identity, it's to protect the people you care about." Red clarified, "Are you sure you want to keep going?"

"Yes." Valerie answered confidently, "I'm tired of being afraid, I want to help people and I'm willing to do what it takes."

"…Alright, analyses the vial at the university, we'll meet up after." Red advised with Valerie nodding her head and exiting the hideout with an excited sprint, "And loose the skirt!" He quickly calls out before returning to his work, "…I hope I don't regret this."

Author note:

Introducing the second heroic spider in the story, sorry if this chapter is a little scuffed, I couldn't figure out how to introduce her. I promise that the future chapters will be better.

Guest comments:

I'm glad you think it's neat