Disclaimer: I don't own the characters from Marvel Comics.

Back in Jennifer Walters' apartment, the real Jennifer Walters in Peter Parker's body, still wearing a purple satin rope is still waiting for Peter to arrive while eating bacon, eggs, sausage, toast, ham and grits for breakfast. She called Peter 3 times in a row but there was no response from him so she hung up the phone.

"Unbelievable! I called Pete 3 times in a row on his cell phone and he's still haven't answered! Maybe he didn't answer because he didn't to break his phone. I guess I did instructed him about my gamma radiated strength." Jennifer complained until she realized why he didn't call back.

She turned on her 50 inch flat screen tv and watched J. Jonah Jameson rambling about Spider-Man being a menace as always on the Daily Bugle channel.

"Psst! Whatever asshole. You could at least shave that Hitler stache every once in a while." She-Hulk retorted sourly. "I got my own problems to deal with since my plans for being off for the weekend didn't work out as I wanted it to be. And speaking of which, I wonder what's taking that Webhead so long?"

Back in Manhattan, New York, Spider-Man in She-Hulk's body was unprovokingly attacked by She-Hulk's arch nemesis, Titania who seeks revenge on their last battle.

Still unfamiliar in fighting in She-Hulk's body, Spidey was having a different time adjusting with the body's muscle and the center of gravity with it's breasts bouncing up and down constantly, which gave Titania the advantage she needed.

"Damn! I'll have to find a way to get this body to fight properly! Because if I don't, I'm gonna be in serious trouble!" Spidey exclaimed.

"What the matter, She-Hulk? Are you so scared of getting your ass kicked by me? Because if you are, I'll be eating that green cunty ass of yours for breakfast!" Titania taunted "She-Hulk."

"Lady, did you kiss a girl in the lips with that mouth? Because if you do, then you need to get some breathmints because your breath reeks of horse manure!" Spidey countered with a quip, which angered Titania.

"Why you!" Titania charged toward him.

"Okay, I can do this. All I have to do is..." Spidey was picking his spots to counterattack.

"Olé!" Spidey jumped on top of Titania's shoulders and mule kicked her on the back of her head.

Spidey in Shulkie's body uncharacteristically turned around and shaking that body's muscular rear end in front of Titania, which angered her further and caused her to charge toward him.

"It's bad enough that I'm twerking in Shulkie's body in front of that psychotic amazon, which is actually embarrassing!" Spidey commented in his thoughts.

"Ready or not, here I come!" Titania warned "Shulkie", only for "She-Hulk" to backflip in the air to get behind her, kicked her in the gut with the roundhouse kick and hit her in the face with the flying tornado kick, which caused Titania to fall front flip on her back.

Titania attempted to kick but Spidey caught her foot, put his on her chest and "All right, lady! Quit playing around and listen to me! I may look like She-Hulk but I'm really Spider-Man!"

Titania hissed "Bullshit! Don't tell me you're lying your way out of the fight, you cowardly..."

"Language!" Spidey interrupted her as he's doing his best to keep her grounded.

"Shut up! This is an adults swim kind of brawl! Parental discretion is brutally advised!" Titania managed to use the other foot to kick Spidey in the abdomen before she rolled back on her feet.

"And speaking of which, I'll be taking that!" Titania grabbed the New York Yankees t-shirt and ripped it off of She-Hulk's body, rendering Spider-Man topless.

"Hey! That's mine!" Spidey complained.

Titania spit on the t-shirt, dropped it on the street and stomped on it. "Not anymore. They sucked by the way."

"Okay, that's it! Nobody spits on my all time favorite baseball team and get away with it! For that, I'll send you straight to hell in Boston, Massachusetts!" Spider-Man punched Titania 10 times in the face before he spinning back kicked her in the gut, placed her in the powerbomb position, picked her and yelled "SPIDEY SMASH!" before he slammed her to the ground.

"That's enough for today. I've had enough of these mentally deranged super villainesses to last me a lifetime." Spider-Man said as he picked up his bag.

"Now to get to She-Hulk while I'm trying to survive being trapped inside her body. And to tell you the truth, being in She-Hulk's body is the most awkwardly experience I've ever had even if it is totally cool and sexy at the same time. Mainly with those hulked out breasts of hers. Looks like I'll have to bring out my shirt from my..." Spidey once again commented about his for far experience as She-Hulk until he interrupted by Titania calling him out after she regained consciousness.

When he turned around, Titania tackled Spidey from behind, which sent Spidey falling to an abandoned building.

"Hey, She-Hulk! I'm not through with you yet bitch! I won't stop until you're dead!" Titania growled with fury.

"Aw man! If this keeps up, everyone will get hurt. And if you ask me, this freaky friday between me and Shulkie is getting way out of control!" Spidey said he used his new body's strength to get the rubble off of him.

When he checked on himself to see if he got injured, he was relieved to learn that She-Hulk's body has healed itself.

"Incredible! This body is healed up thanks to it's Regenerative Healing Factor. I think switching bodies with She-Hulk is a blessing in disguise after all." Spidey commented about She-Hulk's self healing ability until he heard the building starting to collapse.

"Except I have no Spider Senses!" Spidey exclaimed as he ran from the collapsing buildings that crumbled into rubble.

"All right, that's it! We're taking this fight somewhere else!" Spider-Man yelled as he spin kicked a charging Titania in the gut, picked her up and placed her on her shoulder.

"So let's go!" Spidey attempted to use She-Hulk's ability to leap from one place to another, only to overdo and two screamed at their lungs.

"Where are you talking me? Let me go or else!" Titania growled as she struggled to get free from "She-Hulk's" tight grip on her.

"Just shut up and brace for impact! If this won't knock you out, I'll try dropping you on your head lady!"

"Were you watching wrestling again?" Titania asked "her".

Spidey answered "Yeah, everybody watches wrestling all the time. I'm just into independent wrestling and international wrestling, like Lucha Libre, Strong Style and Technical. Sometimes a little bit of Hardcore Wrestling but I don't do Ultraviolent Wrestling."

"Well, I do! And when I get free, I'm going Ultraviolent on you!" Titania threatened.

"Nope! Not happening!" Spidey replied, shaking his head in disagreement.

When they reached Times Square, Spidey reacted "Times Square? You gotta be kidding me!"

"Perfect! Now everyone will die in this place!" Titania hissed with an evil grin.

"Everyone! Get out of the way! It's about to get ugly!" Spidey warned the civilians. They all ran for safety as they saw them falling from the sky.

"Good! Now to the finishing touches on this battle and..." when Spidey and Titania reached the ground, Spidey slammed her in the middle of the street, which shooked Times Square up like a tremor or an earthquake.

Back in her apartment, She-Hulk in Peter Parker's body fell on her face again, thanks to the impact of the battle between Spidey in her body and Titania.

"Hey, what gives?" She-Hulk demanded as she ran to a window and saw nothing cars in the traffic jam.

"Oh, crap! Ol' webhead couldn't stay out of trouble, couldn't he? Well, I'm not gonna stick around and wait for him anymore!" She-Hulk left the kitchen and ran to her bedroom.

Back on Times Square, Titania appeared to be unconscious and Spidey finished his sentence by saying "Presto!"

A little girl pointed her finger and cried "Look! It's She-Hulk!" only for "She-Hulk" to turn around with a smile on "her" face and the girl reacted, stated "And she's naked!" before her mother covered her eyes.

Spidey looked stared at new body's breasts, reacted by saying "Yipes! I forgot that I'm topless!" and quickly covered his chest in embarrassment with his cheeks turning red while some of the men reacted with wolf whistles and nose bleeds.

Spidey with his left arm covering the breasts turned to the crowd "Relax, everyone! Everything is under control! There's nothing for you to worry about or see here! I guess." only for a group of news reporters approaching with questions about being fired from the law firm after the building collapsed to fighting Titania topless.

"Sorry but I can't comment at this time because I'm having difficulties with um, my image. Especially after everything I've been through." Spidey responded only to cover his mouth with his right hand after he forgot that during the switch, he and Shulkie switched voices as well.

He didn't anticipate Titania grabbed him by the waist, grunted "Well, I'm about to make it worse!" and then suplexed him on his head.

"Ouch! I take that back! I'm the one who got dropped on my head instead!" Spidey groaned in pain as he covered his head.

"Now that's what I call a splitting headache!" Titania stated as she roundhouse kicked Spidey as Shulkie in the face.

While Spidey as Shulkie getting beat within the inch of his life, Shulkie as Pete, wearing purple gym shorts and sleeveless purple hoodie arrived to see what took place.

"Oh, no! It's Titania! She's beating Spidey to death!" She-Hulk cried before she saw her body being topless and she wasn't happy "Why is he fighting her with my boobs showing out?! That idiot!"

With She-Hulk's topless body getting bruised, Spider-Man managed to use his will to block the final blow, got back on his feet, turned to the crowd and saw Jennifer Walters in his body giving him the stare of death before he kicked Titania in the abdomen with the knee and suplexed her overhead.

"Why won't you die?!" Titania growled, only to get super kicked in the face by Spider-Man, using She-Hulk's powerful legs.

"She won't stay down for long." Spider-Man said as he grabbed the duffle bag and ran to Jennifer.

"What are you doing here Jen? You said you'd wait me!" Spidey demanded.

She-Hulk answered, which started yet another bickering between both superheroes "Well, I changed my mind when you and Titania took the first leap to Time Square! What were you thinking fighting with my boobs hanging out?!"

"You know what? Just shut up, take the bag and change into my costume! That psychotic lady is driving me crazy!" Spidey barked at Shulkie as he shoved the bag right at her "manly" chest.

"You?! You're driving me crazy, playing around with my body and doing perverted things to it!" Shulkie argued.

"Just change into my costume, will ya?!"

"Fine!"

Before Spidey went back to keep Titania busy, Shulkie called for him "Hey, um, She-Hulk!", took off the sleeveless purple hoodie and threw it to him.

Spidey caught it and obliged "Thanks!", put it on to cover the upper body and resume the fight with Titania while She-Hulk took the bag and find a place to change into the Spider-Man costume.

"Hey, Titania! Let's keep fighting until one of us goes down!" Spidey told Titania that the fight continues.

"Good because you're the one that goes down, not me!" Titania responded as she and Spider-Man in She-Hulk's body clash with the series of punches, kicks and blows to the face and the body with the crowd rallying behind "She-Hulk" in the earth shaking battle.

She-Hulk found a building, got to the rooftop, took the Spider-Man and Peter Parker costume out of the bag and attempted to change into them.

"Oh, I am so gonna regret this." She-Hulk moaned with a disgusted look on her face as she took off her purple gym shorts and put on the underwear Peter packed for her.

Spidey dodged and parried all of Titania's attacks and countered them with Kung Fu strikes taught by Shang-Chi while doing the Bruce Lee impersonation.

Titania tried to punch him again but Spidey parried and countered her attacks but palm strikes to the body, chops to the neck, leg sweep on the leg until she fell on her back and an axe kick to the face.

Titania on the floor retaliated by grabbing his foot and threw him off his feet but Spidey in She-Hulk's body managed to back flip 5 times until he landed on his feet.

"Hey, I'm really getting the hang of this body!" Spidey exclaimed.

Meanwhile, back on the rooftop, She-Hulk completely put on the Spider-Man costume. When she put on the mask, she became disgusted with the way the mask smelled.

"Ewwwwww! Gross! When was the last time he washed his costume? That odor is totally outrageous!" She-Hulk complained about the awful stench of Spidey's costume before she decided to keep her mouth and nose uncovered while keeping the mask on to protect Spidey's secret identity.

She-Hulk got on the edge of the rooftop, shot the first web in the sky, shot the second one on the city light and attempted to swing into battle.

She nervously muttered "Okay, I can do this. If he can swing a web, then so can I!"

She sighed briefly and said "Here I go!" before she swung like crazy, hollering like a Tarzan.

"What the fuck was that?" Titania demanded as she and Spidey turned around and saw She-Hulk in Spider-Man's body swung into action but missed them both.

"Oh, c'mon! I can't believe that I missed!" She-Hulk complained until she started like she's about to swing backwards. "Uh, oh. I'm swinging back!" before she started screaming.

"Now where were we?" Titania asked as she went back to resume the brawl with Spidey in Shulkie's body.

"Incoming!" Spidey warned as he stepped back before Shulkie swung backwards toward Titania until they collided and crashed on the middle of the street.

Spider-Man ran toward She-Hulk, who was covering her aching head and checked on her to see if she's alright.

"Oh, boy. Looks like your swing needs work, Shulkie. It's a good thing my body didn't crash toward the building and hit my face until I fall on it or my head." Spidey said, cradling Shulkie's head.

"Yeah, you're right. Besides, being you isn't as easy as I thought it was. Let alone..." She-Hulk paused when she smelled cologne on her body with Spidey trapped in it.

"Okay. Now I'm feeling awkward." Spidey said with his green cheeks turning red as She-Hulk kept sniffing all over him.

"You didn't put cologne on my body, did you?" She-Hulk demanded.

"Well, um, yeah." Spider-Man admitted with an innocent looking grin on his feminine green face.

She-Hulk lost her temper and screamed at him "YOU WEBHEADED IDIOT! YOU MADE ME SMELL LIKE A MAN!"

"Oh, c'mon. It's not that bad. I'd figure that you wear perfume sometimes." Spidey defended, chuckling.

"That's not funny! Not to mention that your costume smells gross!"

"Hey, at least I wash them sometimes! You know, laundry?"

"Oh, bite me! No wonder J. Jonah Jameson called you menace!"

"Hey! Don't be so hypocritical Shulkie! Your cousin has been called a menace too!"

"Don't talk about my cousin that way!"

"I'm not! I'm just telling the truth!"

"Oh, shut up!"

"No! You shut up!"

J. Jonah Jameson appeared on the jumbo screen and interrupted their bickering "SPIDER-MAN AND SHE-HULK!"

"Dammit! It's ol' flattop here." Spider-Man muttered under his breath.

"HOW DARE YOU TRASHED TIME SQUARE WITH YOUR SUPERHERO ANTICS?! IT'S BAD ENOUGH THAT MANHATTAN NEARLY BROKE INTO PIECES BECAUSE OF THAT NOT SO JOLLY GREEN GIANTESS WHO SEEKED REVENGE FOR BEING FIRED FROM THE LAW FIRM YESTERDAY!" Jameson yelling like a lunatic, accusing Spidey and Shulkie over incidents that took place.

"OH SHUT UP!" The reversed Spidey and Shulkie yelled back.

"Y'know what?! You're the worst anchorman in the world! Just like Bill O'Reilly!" Spidey shot at Jameson.

"HOGWASH! BILL O'REILLY AND I HAVE NOTHING IN COMMON!" Jameson argued.

"Yes, you are! You're being politically correct!" Spidey argued back.

"AM NOT!"

"Are too!"

Spidey in Shulkie's body and J. Jonah Jameson on the jumbo tron went back and forth until Shulkie in Spidey's body interrupted by yelling "OBJECTION!"

"OVERRULED!" Titania responded by clotheslining the reversed Spidey and Shulkie from behind, which caused Shulkie as Spidey spinning to the ground while Spidey as Shulkie fell on his face.

When she saw the beer truck containing gallons of beer, Titania grabbed Spidey and proceeded to throw him toward the truck.

"You looked tired after an exhausting brawl, She-Hulk. Why don't I give you something to drink while I put it on your TAB?!" Titania with an evil grin threw "She-Hulk" at the beer truck.

When the truck diver saw "She-Hulk" flying toward the truck, he tried honking the horn on the steering wheel but it was too late. Spidey crashed through the truck with metal barrels of beer falling on him especially on his head, which stunned the civilians.

"HA! Drink up bitch! You won't be getting up from that!" Titania laughed sinisterly.

"SPIDEY!" She-Hulk cried terrifyingly before she turned to Titania and hissed at her "You bitch! You're gonna pay for this!"

Titania snorted and shrugged off her threats "Like that's going to happen. I'll easily crush you like a cockroach and squash you like a bug you are!"

"Give me your best shot Titania! You're gonna be toe jam when I get done with you!" She-Hulk charged toward Titania.

She-Hulk jumped and punched Titania in the face but it was ineffective. She punched and kicked her a dozen times but Titania still didn't feel any pain from those strikes.

"Are you done wasting my time yet?" Titania asked, yawning in boredom.

"Maybe I didn't use this body right. It was a lot easier when I was still me." She-Hulk commented, losing her breath until her new body's spider senses alarmed her.

"Aah! Dammit! Now I got spider senses tingling in my head!"

Titania grabbed She-Hulk by the throat and proceeded to punch her lights out "Stupid Spider-Man! Will you ever SHUT UP?!" before a metal beer barrel hit her on the head.

She quickly turned around and found out it was a very drunk Spider-Man in She-Hulk's body stumbling out of the damaged beer truck.

"Okay! That's "hiccup!" it! You left me no "hiccup!" choice but to "hiccup! hiccup!" take you out "hiccup!" for good!" Spidey in his drunken state said as he grabbed a beer barrel and opened it.

"Hey, you can't drink that little, I mean, big missy! I'm supposed to deliver these here beer barrels!" A truck driver with a heavy southern accent protested.

"Don't worry! "hiccup!" I only need "hiccup!" one or two "hiccup! hiccup!" or even three!" Spidey stated with a drunken slur as he started drinking the entire barrel in seconds.

"Spider-Man, I mean, She-Hulk, what are you doing?! Are you out of your damn mind drinking during the fight?! You're embarrassing me, I mean, yourself doing that in front of everyone in this city!" She-Hulk protested against Spidey drinking a huge barrel of beer in her body.

"This isn't what I had in mind. But who cares? I hope drinks herself to death." Titania said.

Spidey tossed the first beer barrel to the concrete, grabbed the second one, opened it and drunk it all up.

"SEE THAT FOLKS! THAT'S WHY WE'RE FORCED AGAINST OUR OWN FREE WILL TO DEPEND ON THESE MENACING SUPERHEROES LIKE SPIDER-MAN AND SHE-HULK! THAT KIND OF BEHAVIOR FROM THEM IS UNACCEPTABLE!" Jameson criticized to all New Yorkers about the superhero community.

Spidey in his drunken state tossed to second beer barrel aside and replied "Oh, piss off picklepuss! It's not our "hiccup!" fault that nobody's listening to you and your "hiccup!" downright hypo "hiccup!" critical stupidity! The reason why you "hiccup! hiccup!" call us super "hiccup! hiccup!" heroes a menace to society is because you're "hiccup!" jealous that we do better for this city "hiccup!" and the entire world in our line of "hiccup!" superhero work in the best and/or "hiccup" worst years of our lives and our "hiccup!" bodies than you can ever "hiccup!" do in your miserable existence!"

The crowd divided with one side cheered for "She-Hulk's" statement to Jameson's accusations toward to superhero community while the other side jeered.

"What?! I never... that's...ah!" a stunned Jameson on the jumbo tron became speechless.

"Ha! In your "hiccup!" face flattop!" Spidey shot at Jameson.

She-Hulk palmed her face in embarrassment when she heard what Spidey said to Jameson. "Oh, my god. My life is so over when we switch back. Somehow or someway."

After Spidey opened the third barrel, he announced "One more drink "hiccup!" and I'm good "hiccup! hiccup!" to go!"

One of the young adults cheered "Alright, She-Hulk! Go for it!" and rest of the young adults joined in.

"Yeah!"

"Chug it!"

"Chug that drink, Shulkie!"

"Okay, bottoms up!" Spidey started drinking the third and final beer barrel as the crowd chanted "Chug!" several times, Titania and J. Jonah Jameson became shocked and Shulkie watched as her life flashed before her eyes the moment Spidey drunk beer in her body.

After he finished drinking the last barrel, Spider-Man crushed and slammed it on the concrete and warned everybody "Brace yourselves everyone because I'm about to shake this city up a notch!" before he let a very loud burp.

The burp from Shulkie's body was loud enough to cause an earthquake which caused every New Yorker to fall down and glass windows from the buildings, cars, truck and vans. Even Shulkie in Spidey's body, Titania and the truck diver fell.

Back in the Daily Bugle news set, J. Jonah Jameson fell from his chair to show his underwear for the world to see.

After he stopped burping, Spidey wiped the beer from his feminine green face, said "All right. Let's finish this!" and got into a drunken kung-fu stance that caused the crowd to cheer.

Titania with an evil smile replied "My thoughts exactly!" as she charged toward Spidey in his drunken state and proceeded to punch him in the face.

Spidey blocked two punches and countered one with a holding a cup like punch to the face three before he locked her leg with his own and clubbed on her chest 6 times until Titania fell on her head.

"What is he doing?" She-Hulk asked, clutching her throat.

Titania growled as she kipped up back on her feet and attempted to kick Spidey again but he blocked it with ax-kick on the leg, swung his right calf around until he kicked her in the face.

"Your stupid kung-fu won't save you She-Hulk!" Titania growled again as she tried to punch him but Spidey parried the punch and countered by trapping both of her arms, headbutting her hard on the chest for 5 times, spinning her head around like a circle for 5 times until he headbutted her on the chest again followed by a spinning headbutt.

"Not even "hiccup!" monkey style?" Spidey responded by twisting and spinning his new body around to kick Titania 5 times with his hands on the ground until she fell down again.

Spidey turned around and taunted Titania by shaking his new body's big rear end, which caused some of the men to wolf whistle at "She-Hulk."

"Hey, what you doing?!" A distraught Shulkie demanded.

"Twerking!" Spidey answered. "What don't you listen to Southern Hip Hop?"

"Sometimes but that's no excuse..."

"SHUT UP!" Titania screamed with fury as she charged toward "She-Hulk" again, only for Spidey to slid right behind, mule kick her on the back of her head, grabbed her legs and placed her upside down.

"Now to "hiccup!" finish "hiccup!' you "hiccup!" off!" Spidey stated as he kicked Titania so hard, she spun until she hit the beer truck real hard and nose started to bleed.

"Ow! My nose! It hurts!" Titania whined in pain.

Spidey grabbed Titania, placed her on his shoulder and jumped on his knees until the impact attacked her in the back. He got back on his feet and slammed her on his knee before he placed her back on his shoulder.

"What are you waiting for? Finish her off!" She-Hulk yelled.

"No. This can't...end...like...this." Titania moaned in pain.

"Oh, yes it "hiccup!" is!" Spider-Man said as he frontflipped and threw her up in the air until she got hit in the face by Spidey's knee which caused her teeth to fly out of her mouth.

"Game over." Spider-Man stated as Titania lost consciousness.

The crowd cheered for "She-Hulk's" victory over Titania and chanted She-Hulk's name several times.

Shulkie ran to the Spidey and asked him "Spidey, are you alright?"

"Yeah." Spidey answered with a drunken slur. "That was "hiccup!" fun, right?"

"That drunken kung-fu thingy you did was awesome but drinking beer like that in public was totally stupid!" She-Hulk exclaimed

"I'm sorry I did, Shulkie. "hiccup!" I wanna make it up "hiccup! hiccup!" to you "hiccup!" with this." Spidey in his drunken state grabbed Shulkie and kissed her in the lips which stunned her and the crowd while half of the crowd cheered.

When they break off the kiss, She-Hulk gasped "You kissed me!"

Spidey replied with a laugh "Yeah, I did." before he completely passed out on her arms because of the alcohol level She-Hulk's body withstood.

"Spidey, Spidey!" She-Hulk yelled out his name as he was fast asleep from all that earth shattering fighting and drinking.

She-Hulk hoisted Spidey on her shoulders, shot a line of web at the building and swung away from Times Square.

"Hold on, Spidey. We're heading back at my apartment right now!" She-Hulk told him as she realized that things going to get worse for her Spider-Man as long as they're trapped in each other's bodies.


A.N.: Well, there you have it! A third chapter completed. What inspired me to write this story is that since last month, I've read stories about Spider-Man and She-Hulk having sex with one another. Lately I've been sending out challenges to everyone to write stories about what I want to read about. I did that because I might not have time to do 'em and I thought some of y'all would do that for me. If not, I understand. And I've come up with summaries as well. Mainly about gender bodyswaps which is my all time favorite. All be sending more challenges and requests in the future.

Besides I can't wait for the Civil War and Dawn Of Justice. I'm Team Cap all the way and I hope that Steve and Natasha ended up being canon one day. And I also hope that Superman and Wonder Woman get back together in the comic.

I wanna to give a shout out WOLFWATCHER12 on his Ultimate Spider-Man/Avengers Assemble fanfic called What A Strange Web We Weave! He worked hard to make a romantic story about Spider-Man and Black Widow possible. He needed help with ideas, plots and inspiration for his story. And I also want to get a shout out to UltimateWarriorFan4Ever for help and support on this one.

I wanna say Merry Christmas, Happy Hanukkah, Happy Kwanzaa and a Happy New Year to everyone on this website.