A/N I don't own Naruto nor Spider-Man. The flashback continues until either chapter 3 or 4 then the real story begins.

Naruko woke up after a nightmare. She's shocked that she feels a lot better. She throws around her blanket then she stretched her body. She walks to her bathroom to take her shower. She looks into her sink to wash her face. Once her eyes were cleared she is shocked at figure in front of her. The person in front of her was not her usual body. She had a six-pack, lean muscles and her body was curvier than ever.

"Wow... I look like I could play for the WNBA. Not that I would want to." She giggled then she heard the door knock.

"Naruko... are you all right?"

"I feel fine Mom." Naruko answered "In fact I feel better than ever."

"Oh... good." Kushina sighed with relief. "Well after your shower, get your ass downstairs and eat your breakfast then go to school."

"Right." Naruko sighed as she took her clothes off then turned on the water. After her shower, she put new clothes on(Green t-shirt and denim shorts) then she took her phone and called her boyfriend. She was a little surprised she got an answer.

"Hello?" Sakuro answered.

"Sakuro... are you feeling any better?" The blonded haired girl asked.

"I'm feeling fine. As if I never got sick." Sakuro said.

"Yeah, me too." Naruko said Then her face tinted. "Did... your body grow like mine."

"Yeah, as if I am a quarter. I just grew from a 3 pack to a 6 pack." Naruko mentally screamed. Even though she thinks her boyfriend is attractive, she can't wait to see his body. She shook her head.

"All right, after breakfast I'll meet you up front."

"Right, Love you."

"You too, babe." She sighed as she turned off the phone. She looked at her mirror with a nervous smile.

Naruko jumped downstairs with new energy. She leaped onto the wall gripping the banister and jumped down to the ground beside her father drinking coffee while reading the paper.

"Geez, Naruko. I thought you were sick." He said with a chuckle.

"I've gotten better."

"See?" Told Kushina as Naruko grabbed a couple of toasts and went outside.

"Naruko, did you get your lunch money?" Asked the red-haired mother.

"Yeah I got it." Naruko said, raising her hand with her money as proof as she left the house. She sees her boyfriend and smiles. She kisses him on the lips.

"Hey, Babe."

"Hey, Honey. Do you know what the hell is going on?" Asked The blond haired girl. Sakuro sighed.

"I have hypothesis but I need for us to be tested to be sure. For now though, we need to go to school." Naruko nodded... waiting for the bus.

Sakuro sat at the cafeteria eating his Square pizza and fries. He prefers that over the meatloaf the lunchlady serves. Usually he waits for Naruko but she's having a discussion at the A/V room with Mr. Jackson. He sees that she came back from it as she is walking with her lunch to sit next to her boyfriend. She smiled when she sees him but she felt her shoulder being held by strong shoulders. She sighed as she looked to see who sitting next to her. It was tall brunette 17 year old boy wearing a black shirt that had the band Nickelback on it.

"Hey, Baby." The boy growled. Naruko growled and flipped off his arm.

"How many times do I have to tell you, Jack? I will never go out with you."

"Aw.. come on, Naruko. You and me are like the most popular people in school. Why would you wanna a date a science geek like this dork." Sakuro growled and attempted to go at him but Naruko stopped him before he could do anything.

"First of all. You are not as popular as you say you are because you humiliate and demean people. Second of all Sakuro is sweet, kind and smart. He puts others before himself. Not to mention he's been my best friend since kindergarten. He is everything a girl could ask for Now go away."

"But..."

"Go... Away!" Naruko seethed. He frowned and left his seat. Sakuro sighed for a moment then he noticed fork got stuck to his skin. He tries to flick it off Naruko noticed it and tried to help him get it off until another strand of the stuff shot across the table and covered a tray on an adjacent table. Covered it like a funnel-shaped spider web... Naruko's eyes widen. They both looked around and was relieved that no one was looking. Sakuro yanked his tray hard. it as it approached, the tray of food missed him, but ended with someone that he didn't want to end up on... Jack. Sakuro got up and left the lunchroom with Naruko following him. Jack glared at him then he followed both of them.

Sakuro was rubbing the skin off of his wrist. He then had a sense... like a foretelling. He feels a fist coming at him. Naruko felt it too as he dodeged it right before he could feel the punch.

"You think you're funny don't you freak." He exclaimed. Naruko snarled and stood right in front of him.

"Jack, leave him alone. We've had a rough day."

"Yeah? Well I'm gonna make it worse." He said as he pushed the girl out of the way, making her boyfriend furious. The crowd surronding him chanted "fight! Fight fight." As he took a couple swings but Sakuro avoided it like no problem. Jack was confused as he tried to hit him again but dodges his punches. Satsuki comes along and stands beside Naruko.

"Help him, Satsuki." She begged. Sakuro sensed his goon behind him and did an air flip.

"Which one?" She asked. Jack's goon shrugged.

"He's all yours man." Jack growled and pushed him out. He then tries to punch Sakuro but he ducks one, two and three times. He then grab's the bully's wrist then gives him a powerful punch. The punch sends Jack flying away until he frashed away to a teacher's feet, who dropped his lunch on him. Everyone cheered for Sakuro, standing up to the bully that nobody likes. Sakuro couldn't believe it. He didn't think it was that strong. He grabs Naruko's hand and takes her out of school.

The young couple stops at an allyway. They see that it's empty too. Naruko looked at her thumb as she sees tiny arachnid legs spreading around their hands.

"Sakuro... what's happening to us?" She asked. Sakuro rubbed his chin for a moment before he realized something.

"Naruko... Remember the spider that bit us?" Asked the pink haired senior. Naruko nodded.

"Well. I think that was a super spider the tour guide was talking about. I think it came out of the tank and bit the both of us." Naruko gasped.

"It must have given us superpowers."

"Exactly. Later I'm gonna check our blood DNA later to see how much it affected us." Naruko giggled then kissed his cheek.

"You are so cute when you talk like a nerd." Sakuro chuckled.

"Well you know what I think?" He smirked. Naruko giggled.

"What?"

"Let's climb on the wall." He said. "Follow my lead." He put his left hand on the wall then his right hand. Naruko followed. They climb up the wall until they were way high up. Both of them had a wide grin. They both screamed as soon as they were on top of the building. They both jumped from rooftop to rooftop. They were racing at incredible speed. They stop and look at a taller building. They look at their wrists then Sakuro raised his write arm. and extends it towards the building.

"Go Web!" Nothing came out.

"Fly." He screamed. Naruko decided to try by extending her hand.

"Up up and away, web." Like Sakuro, nothing.

"Shazam!"

"Go!"

"Go!"

"GO WEB GO!"

Naruko frustratingly pressed her fingers like a horn. This time webbing came out of hand and went over the next building. Sakuro looked in amazement. THen he webbed the other side of the building. This time the web sticks. He wraps both hands and yanks it as hard as he can. Naruko attempted to the do the same but Sakuro stopped her.

"No Naruko, let me glide first." Naruko looked at him with concern. Sakuro nodded in confirmation.

"Tally.. ho." He then screamed, flying through the air but he still kept his grip on the web. He keeps his balance but unfortunately a billboard was in front of him. Sakuro his head with the billboard. Naruko cringed for a moment then swings over to check on him.

"Are you okay, Sakuro?" She asked with a concern tone.

"Fine, Mom. Can I go to school tommorrow." He said before he passed out.

And that's chapter 3. One more chapter then the main story begins. It will be done in a couple weeks because I plan to make it a long chapter. I also will write Vanitas Awakening in that time frame. Until then, enjoy this chapter.