Author's Note: So this chapter may also feature in my story Discovering the Truth as the chapter where we discover Fury knows, cause he's Fury. I will probably transfer it to that story at some point. I own nothing! Please review.

2. Ultimate

"Listen, no one is saying you didn't stop the bad guy, but look around. Is this the way Captain America would have done it?" Piper flinched at the alias of one of her favorite uncles. He had been helping her train for combat scenarios ever since he had found her practicing in the Avengers tower gym, on the ceiling. But she wasn't anywhere near his caliber yet.

"He could have stopped Trapster in five seconds. You took three minutes! With a lot of collateral damage." Piper rolled her eyes behind her mask. Yeah, Cap could have stopped him sooner he was Captain America after all. She was not Captain America.

"I do a good job." She was a bit incensed by the critique, she got enough of that from Jameson's Bugle-tron billboards. Fury nodded.

"Yeah, for a clueless rookie."

"Hey! That's not at all true!" Fury's eye softened slightly and he laid a hand on her shoulder.

"Everyone starts out clueless, even Iron Man back when he was a novice." Piper almost laughed, she knew that all too well. She still had the video of her dad trying to fly for the first few times and failing miserably. It was hilarious. Fury almost looked like he knew what she was thinking.

"But he learned, eventually. What would you say if I could turn eventually into right now for Spider-girl?" Piper laughed.

"I've already got people breathing down my neck about getting better at this, but you and Jameson should get together and talk, you seem to have a lot in common." She raised her arm to web swing away when Fury stepped forward.

"I'm serious, Piper Parker." Her eyes bugged out under the mask and she whirled.

"You know!" He nodded.

"I know everything, super spy remember?" He probably did know everything about her then, her parents mysterious deaths, her aunt lost a few years after that to a heart attack and then her uncle Ben, lost to a car jacker while looking for her because she had run away after they had a fight. Tony Stark had ended up taking her in, she never knew the reason he was listed next as her guardian on her parents will but they had grown into a real family over the past four years. The Avengers had been her family for about a little over a year now. When they had moved into Stark tower everything had gotten weird, but as if the universe had decided that her life wasn't weird enough she had been bitten by a radioactive spider and well here she was a year later, fighting crime on the streets of New York.

"With great power comes great responsibility, good words from a good man." Piper nodded, those were some of the last words she had heard from her uncle Ben. Even after all those years they still stayed with her, they were part of the reason she did what she did, a big part of the reason she was Spider-girl.

"Uncle Ben was the best."

"It's been what four years now?" Piper nodded again, she refused to cry though, she didn't want the lenses of her mask fogging up.

"Today would have been his birthday." She never forgot that day, and Tony knew it was important to her so he made sure to put it up on every calendar and ordered a cake from her uncle's favorite bakery every year.

"You've honored him doing what you do. I'm offering you the chance to do better, to really learn about responsibility." Piper raised an eyebrow, it barely showed under the mask but she wasn't convinced that Nick Fury didn't have every superpower in the book, she knew he would know.

"Meaning?" He smiled slightly.

"I want to Shield train you to be a better Spider-girl. The Ultimate Spider-girl." Piper's eyes narrowed.

"And how Ultimate is ultimate?" Fury smiled slightly as he pulled his gun from his holster. Trapster was making a break for it. Spidey eyed Fury as he pointed his gun straight up and fired once. The blast from the gun, which turned out to be some kind of laser pistol, hit a flag pole on one of the buildings, the pole bounced twice and struck Trapster in the back of the head.

"That ultimate." Spidey grinned.

"Sweet! You know I think I've seen Auntie Tasha do something like that." Fury rolled his eye at the childish nickname the teen had given one of his top agents. A phone rang and Piper looked down to her singular pocket, sewn into the suit, by her, specifically so she had a place to hold her phone.

"Opps," She said pulling out her phone and ignoring the call from her best friend Mary Jane Watson, "I should probably set my 'ultimate' cell phone to vibrate." Fury frowned slightly as she tucked the phone back in her pocket.

"Your tech could use a serious upgrade." He pulled something out of his coat.

"Here try this next generation web shooter. I had the boys in the lab whip it up." He slapped it on her wrist. She looked it over. It was about as long as her palm and stood up about an inch and a half from its base. It matched her costume but it was large and felt odd on her wrist as she flexed it.

"Mmm, too big, too clunky." Fury held out a hand.

"I didn't say no." Fury smiled slightly as she continued to examine the web shooter.

"With your talent and my training, you could learn to be a better hero. One of the greats." Spidey smiled then thought of what her dad would say if he even suspected she was a hero let alone talking about joining Shield.

"Thanks for the offer but dad says I shouldn't talk to strangers. Have a nice life!" With that she swung off towards school. She was going to be late again.

Spidey didn't know it but someone else had an eye on her, two in fact though Dr. Otto Octavious and Norman Osborn didn't quite have her best interests at heart, the way Fury claimed to.