Disclaimer: I don't own Spider-Man or any characters from its cannon. I have no connection with it at all because it is the sole property of its owner(s). I do not profit from these stories, I only do them for fun.

Author's Note: This is set after issue six of Ultimate Comics: Spider-Man. I would like reviews but please remember that this is only my second story so for or against this continuing please be civil. I welcome critics so long as they give an example of what they didn't like AND then give a tip for improvement. If all you do is say 'this sucks' or 'you have no talent' I will ban you from comments because such things are not going to help me as a writer.

HELP: I need suggestions for the name of their team. I have some idea's and a fall back name but i'm open for better idea's, Thank you.

Midtown High, Queens

"Gwen" muttered Peter

It was his worse nightmare come to life. Ever since his uncle Ben had died Peter always feared that those close to him would get hurt or worse because he was Spider-Man. And of all his friends he feared losing Gwen the most. It wasn't because she was his current girlfriend but because she had already been through so much because of him.

Doctor Kurt Connors, a man Peter once trusted, experimented on a blood sample Peter had given him and created a monster that could only be described as pure carnage. It went on a killing spree ending dozen of lives and in the end it got Gwen, sucking the fluids and DNA out of her rendering her a dried up lifeless husk. Months later she showed up in his old house with Carnages face, some how she was taking control of Carnages body even though she was only random DNA strands at the time. Peter had tried to explain that she died but when Aunt May saw her and ran in fear it only made her even more scared than she already was. This had happened when Peter was cloned by the CIA, one clone of which turned out to be Jessica Drew AKA Spiderwoman, and when Nick Fury showed up to arrest him it only made things worse. Gwen was scared and had no idea what was going on, she thought that Fury was there for her and her heightened emotions caused her to lose control. She turned into the monster that killed her and attacked SHIELD only to be knocked out by 20 simultaneous energy blast. When SHIELD released her a few weeks later she tried to readjust but all too soon Eddie Brock Jr. returned to Peter's life. He wanted the Venom suit his and Peters fathers had created, part of which had been used to create Carnage. He got what he wanted and attacked Peter. Gwen once again released the monster inside of her and tried to help but Eddie was stronger and sucked Carnage out of her, rendering her a normal girl once again, and added it to his suit making him stronger than ever before disappearing.

Gwen had been though so much because of Peter and now here she was being held hostage by a giant mechanical snake man with for arms, two of which looked like jet engines and where probably some kind of energy based weapons. Apparently Peter Johnny and Bobby had missed one of DeadPool's Reavers who had gone into the school looking for hostages and now he had Gwen.

"MHA HA HA!" laughed DeadPool, still webbed to the ground.

"Alright" spoke BoneBreaker, pointing one of his energy cannons at Gwen's head

"Unless you want me to paint the walls with blonde here you'll hold still and won't move when I shoot, you damn mutant scum, GOT IT"

The teen hero's called Spider-Man, Spiderwoman, Shadow Cat, Iceman and the Human Torch hesitated for a second but only a second. They didn't want to roll over and die but they didn't want Gwen to be killed either. The only ones not to hesitate were Peter and Jessica

"Do it" they said in stereo

Their friend's jaws dropped. Yes they were hero's but they weren't at the point yet where they would make the ultimate sacrifice but Peter and the Unknown Spiderwoman where?

Kitty couldn't believe how sacrificing Peter was, it was just another reason why she loved him so much.

"Spider…man *choke*"

It was getting hard for Gwen to breathe; BoneBreaker was squeezing her with more than necessary force to keep her from escaping.

"Don't…*cough* *cough* give…in…got to…stop…them"

"Shut it!"

BoneBreaker didn't like hostages talking so he squeezed what little air that was left in Gwen out of her lungs rendering it impossible for her get another breath.

For Gwen her body was on fire. She couldn't fill her lungs with much needed oxygen and every thing in her vision was getting blurry. Peter shouted something but she couldn't hear anymore and her eyes started to roll into the back of her head as her tongue hung out of her mouth. Her body was slowly shutting down and dieing but her mind was screaming.

Inside Gwen's Head

"NO!" she screamed "Peter you have to stop them you hear me stop them. They won't stop with you they'll kill all of our friends to so hit him or kick him or knee him in the groin, DO SOMETHING! Don't worry about me you idiot I've died before I'll be okay so stop them. Don't you dare lie down and die, the world needs you."

As hard as she tried she could shout out to her friends. She was dieing, her friends were going to sacrifice themselves for her and she couldn't do anything to stop it. All she could do was wonder if she would live long enough to watch her friends die.

"I'm pathetic" she cried in her head "I should've died when Carnage ate me. Right now I should be nothing but untraceably small strands of DNA, but no I had to tack control of its body. I can't believe this but for the first time since Eddie 'cured' me I wish I could still turn into that thing"

It was this line of thinking that gave Gwen a brilliant idea that was the only hope for anyone to survive this day. If she could take over Carnages body from nothing more than untraceably small strands of DNA then who was to say that she couldn't turn back into Carnage from nothing but a few pieces of its DNA that may or may not still be inside her. She struggled with all her might to unleash what ever may dwell with in her. She tried to feel out some small piece of the monster that had killed her in the hopes that it could help save her friends. No she didn't want to turn back into a mindless killing machine but it was everyone's only chance.

"Come on work please god let this work. Let there be enough of it left in me for this to work please let there be…enough…left…"

As hard as Gwen tried it had been to long since her last breath and everything went dark.

Back in the Real World

"DON'T!" shouted Peter as he saw BoneBreaker squeeze what little air that Gwen had out of her.

"Your killing her ease up and I won't fight back, I won't even move alright just don't kill her"

His friends tried to stop him but he silenced them by yelling for them to shut it. He didn't want to just give up but there wasn't any way else to save Gwen. His uncle Ben always said that 'With great power comes great responsibility'. He had the responsibility to save Gwen and by Letting DeadPool's men kill him he had the power to so, it was days like this that reminded Peter Parker that power wasn't all it was cracked up to be.

BoneBreaker pulled his cannon arm away from Gwen's head and pointed both of them at Spider-Man, with an evil grin on his face.

"Don't worry kid, you're getting hit by both of my guns at full power, it'll be quick"

"Oh don't forget he's freaky powers let him take a hit" pointed out DeadPool

"Oh yeah, sorry this'll take a while" he chuckled

BoneBreaker started changing his laser's when he heard a primal growling behind him. He turned and saw his young hostage still held tightly in his tail, head drooping so her hair covered her face, shaking slightly.

"Don't cry blonde, you out to enjoy the show, how many kids your age can say they watched a Superhero die?"

Gwen stopped shaking and her body was rendered a lifeless lump. Bobby and Johnny's eyes went wide with shock while Kitty clasped a hand over her mouth. Peter and Jessica had tears in their eyes, soaking their masks.

"Aw damn" muttered BoneBreaker, not caring that he just killed an innocent bystander. He was about to turn on his 'prey' when Gwen got his attention by jerking her head towered him with a face he right out of a monster movie.

"RRRAAAWWWHHH!"

Gwen's face was completely void of skin and looked like it was made of bloody gel. She had no cheeks so her mouth looked three times bigger than it should have and all of her teeth were four inch long fangs.

"Kill it! Kill it!" panicked BoneBreaker shooting Gwen in the face as he dropped her.

"Oh no" though Peter

"What the hell is that thing" yelled Dead "For the love of god how much damn mutant filth goes to this freaking school"

The dual blast to Gwen's face burnt of all of the hair on her head and her body started to convulse as it turned started to transform to match her face.

When she finished transforming Gwen stood six feet tall and looked like a mix between a lion and a bear, minus the skin, with the occasional tentacle growing out of an odd place here and there. Her soulless eyes were the size of fist and had no pupils.

She stared into BoneBreakers eyes and he swallowed in fear. He always knew that mutants were soulless monsters and if anyone saw what stood before him they wouldn't be able to arguer with such a statement.

"YOU SHOULD HAVE GIVEN UP"

"What?"

"AAARRRGGGHHH"

Gwen lunged at BoneBreaker and crushed one of his cannons. He tried to pry her off of him with his tail but she grabbed onto one of his artificial arms to keep him from getting away and started to claw at his tail with her free hand.

"Hey Spidey" whispered Johnny "What the hell happened to Gwen, I thought you said that Eddie guy fixed her so she wouldn't do that any more"

"I don't know just stop her, we can't let her kill anyone and don't hurt her"

Peter Jessica and Johnny lunged at Gwen to keep her from going on a killing spree. Kitty and Bobby were paralyzed with fear at what had happened to their friend. They had never seen anyone with such a drastic transformation.

"Johnny get him to drop her, Jessica we got to get her away from him before she tears his head off."

"Got it"

"Will do"

"Yo trouser snake drop the girl"

"Get it off me! GET IT OFF OF ME!" shouted BoneBreaker sweat on his brow. He was shooting Gwen with his remaining Cannon while trying to hold her off with his two humanoid arms. If he still had normal human bowels he was sure that he would've emptied them by now.

"I SAID GIVE UP"

"I warned you, sorry about this Gwen"

Johnny raised his arms above his head and started to form a huge fire ball with them, when it was the size of a beach ball he threw it and it hit Gwen's back melting, BoneBreakers tail in two, knocking him out in the process, and causing him to drop Gwen who was burnt by his flame.

"Now!" shouted Peter

He and Jessica fired double web lines each at Gwen's back and pulled as hard as they could. They yanked her away from BoneBreaker and slammed her into a wall before running at her with fists raised, ready to defend or attack.

"He have to knock her out!"

Carnage/Gwen howled in pain at having her burnt back slammed into a wall. When she say her friends rushing her she dropped to the floor and raised her hands to shield her face.

"WAIT, STOP, IT'S ME. I'M IN CONTROL, I WAS ONLY TRYING TO TAKE OUT HIS GUNS, I WAS ONLY TRYING TO TAKE OUT HIS GUNS"

A cowering, talking, Carnage got Peter's and Jessica's attention and they both stopped in their tracks looking at each other. None of them knew what to do but Peter was the first to get an idea and try it out.

"Gwen?" he asked hesitantly

Carnage looked up with an uncharacteristic fear in its eyes. Whether Gwen turned into it against her will or not she appeared to be in control.

"Is that you? Are you in control of your self?"

"YES DAMN IT! I WAS ONLY TRYING TO TAKE OUT HIS GUNS, I SWEAR I WASN'T GOING TO KILL HIM, YOU HAVE TO BELIEVE ME"

Peter looked at Jessica not sure what to do. He thought that Eddie had cured Gwen when he sucked the Carnage symbiot out of her, but apparently there was enough left for her to transform and even more surprising was that she could control it now.

Still nervous that she may attack him or that this may be a trick, despite his lack of spider-sense, Peter liked his lips before asking his next question

"Do you think you could change back for me Gwen"

Gwen thought for a moment before something occurred to her

"I'LL BE NAKED IF I DO THAT"

"Oh uh" Peter had forgotten that when Gwen transformed into Carnage she shredded her cloths and that they were now nothing more than scraps of fabric on the floor.

Jessica rolled her eyes under her mask and thought 'boys' before walking to Peter to turn him around and yell to Johnny and Bobby.

"Hey you two turn around"

"What? What's going on?"

"I SAID TURN!"

Not wanting to be told thrice The Human Torch and Iceman about faced and shut their eyes for extra measure even though they didn't know what was going on.

Making sure none of the guys were peeking Jessica walked up to Carnage/Gwen, pulled her backpack with her street clothes off her shoulder, and kneeled down in front of her.

"Gwen hi, my name is Jessica and I'm a friend of Peter's. Do you think you can turn back to normal for me now"

"I'LL…I'LL TRY"

Gwen crossed her arms in front of her chest and crossed her legs to cover what would hopefully be her most private areas in a few seconds before closing her eyes tightly in concentration. Her entire body went numb and she could feel her skin bubble as it started to return to its natural shape and pink complexion.

When she opened her eyes she was relieved to see that she was human again albeit naked.

"Here put these on" spoke Jessica who was handing Gwen her own street clothes, blushing under her mask before turning around. Yes she was a girl but she had Peter's memories and Peter's memories liked to look at naked ladies. So it was only natural that she'd be confused over her own sexuality.

When Gen finished changing she coughed lightly to get everyone's attention.

"Thanks" she told Jessica

Peter ran up to Gwen and Glomped her, careful not to hurt her with his super strength

"Oh thank god you're okay" rushed Peter "I don't know what I would've…thank god your okay"

"I'm okay Peter, I turned back alright, every things okay"

"Whoa wait no, every thing is not okay, how did you turn back into…"

"I just tried. I…"

Gwen stopped and looked at her hand that was currently wrapped around Peter's back and shoulders, her unique situation coming back to her.

"…look Pet-Peter" she chocked not wanting to say what she had to

"This…this is Carnages body. The, the only reason I look like this in because I somehow took control"

"But Eddie took the symbiot out of you, he made you normal again"

"No Peter my…my…bodies dead and buried. Carnage he…it killed me and all that's left is my DNA. I may be in control and be able to look like myself but this body…its Carnages body"

"But Eddie"

"Took what he needed. You said part of Carnage was made from his Venom suit right, well maybe he just took the Venom part. If he took the whole thing I wouldn't be here right now"

"I don't mean to interrupt" started Jessica "but we need to web these bastards down and get out of here. I don't want to get turned into the FBI and it is open season on mutants"

The Parker home, Queens, fifteen minutes later

"Come on Gwen" Jessica grabbed her hand "Let's get you into your own clothes so I can have mine back"

Gwen led Jessica to her room so they could change while every one else relaxed in the Kitchen. When they arrived there they had found Mary Jane Watson, Kenny 'Kong' McFarlane and Kitty's mother Theresa Pride waiting for them in the living room. As Peter ran for the phone to call his aunt may to let her know that he was safe Kitty was assaulted by her mother.

"Oh Kitty thank god your okay, I saw what happened on the news and when Mary Jane and Kenny told me it was those mutant haters who had kidnapped you a few months ago I thought you were…that you'd be…"

"Its okay mom I'm fine" Kitty comforted her crying mother by hugging her back "Peter saved me and we had help" she indicated to Johnny and Bobby.

"I…know I just…I…"

Theresa cried into her only child's shoulder for another minute before composing herself and walking over to Peter who had finished calling to his aunt May.

"Thank you" she hugged even thought he was still in full costume minus the mask. She had known that Peter was Spider-Man since Kitty brought May his mask with news that he didn't make it after the events of 'Ultimatum' as Peter liked to call it.

"Thank you for protecting my daughter, you're always saving her"

"Not all ways mother, I've saved him a few times too you know"

"Uh you're welcome Miss Pride" spoke Peter. He wasn't used to 'civilians' hugging him when in costume, especially without his mask on.

"Call me Theresa"

"Oh uh okay"

"Hey we helped too, don't we get a hug from the pretty lady" piped up Johnny

Kitty shot him dirty look. She knew he was just trying to help her mother get over what happened but she still didn't like what he had said and wanted to remind him that he was to treat women with respect when in her presence.

"You call your aunt yet" called a voice from behind them

They all turned to see Gwen in some new clothes. Spider women was in her own clothes, still wearing her mask, and a sweater of Peters.

"I'm borrowing this" she indicated to the sweater

"Yeah and can I ask why"

"I don't want your neighbors to see me walk out of here with me mask on"

"You don't have to wear the mask"

"Yeah I do"

Peter frowned. He had hoped that the next time he ran into Jessica that he could introducer to everyone so that they could stay close, yes she was his clone but he thought of her as a sister. Unfortunately it appeared that she didn't want his friends to know what she was since she looked exactly like Peter if he wore lipstick, had longer hair and trimmed his eyebrows.

"Be seeing you Peter" Jessica said as she made for the door

Not wanting to not see her again for another few months Peter stood in front of her and the door determined to say his peace.

"Jessica"

"What" she spate as she looked up at him

"Thanks for today and don't be a stranger. I know things are weird but…I'm here for you whenever you need me, you know that right"

"I know that Peter and thank you…ready for the second most awkward hug in the history of the planet"

Jessica and Peter hugged each other both knowing that they each considered the other one to be a sibling before Jessica fixed her hood to make sure it covered her mask and left.

.........

.........

A/N: Yeah i finished another chapter but i need help. Please review if you like this story and if you can think of any suggest some idea's you want to see and some names for the team Peter will eventually form, i have a few idea's but am open to suggestions. Again thanks for reading and please review