Notes: this sticks close to canon through the Ultimate Spider-man series; I love Bendis dearly, but the one thing that bugs me about him is that sometimes he creates strong female characters—and seems to forget about them. Spider-woman's story is an awesome one, one as compelling or maybe even more than Peter's story. But... not told. Just implied. I want her to be a bigger part of the Ultimate Spider-man Universe than she is. But... she's not.

Rating: Teen

1.

I brought Flint Marko into the very worst club on the nastiest side of town. The kind of place a kid like me was definitely not supposed to be able to get into.

One they wouldn't have let me into if I was a boy still.

I know, I know, you're thinking that I was abusing the power of femininity I had been given. Dude. Think about it for a minute or two. This was a place full of low-lifes and scum, and they let me in because I looked like a teenaged girl.

They let me in because I looked like a target.

People treat me a lot more like a target as a girl. I don't know if it's really obvious if you've never been a girl, or if this is something girls who've been born that way take for granted. But after walking around as a boy for about sixteen years I tended to notice the difference, sometimes even dwell on it.

"This is more like it," said Flint in my ear, looking around the darkened dance floor.

I was wearing my civvies. He was still in that prison jumpsuit. We stood out.

That was okay. I wasn't here for the party.

I walked right up to the nearest super-powered thug I could see. One of the Kingpin's thugs, I think. I grabbed him by the crotch, squeezing just hard enough to do permanent damage.

Yeah, I'm a little darker than I was when I was Peter. I was young and naïve, thought that I could understand why bad men were bad, thought that the world made sense.

There was a pulsing bass beat pounding through my bones. I pushed the thug away from me, sending him crashing across the dance floor.

"What's this game, get ourselves beat up?" asked Flint, sounding just a little bit scared.

His old instincts. Don't put your head up in a place like this, where the other predators can see. Don't make yourself a target.

"I want the guy who did the hit on the little girl," I said, my voice as calm as I could make it.

Somebody drew a gun, aiming it at me. I let them get it nearly in line before I spun, grabbing a chair and throwing it so hard it exploded as it hit them, knocking them back against the wall.

Then it was a brawl, a free-for-all.

They weren't going to give up the dude. I already knew that. I'd asked around, and it was a whole thing.

That was fine. They knew I was asking around, so they were on edge. They knew who I was, more or less. This was where the big bads hung out, the people who were more than human, who could just walk openly on the street and not fear the police. And the Ultimates were too busy to track down anybody who wasn't big news.

Nick Fury gave me anything I wanted, these days. And if I wanted to play cleanup, he just plain let me.

And these goons? I wanted very much to play cleanup on them.

This wasn't about justice or revenge or anything that simple. This was about my reputation. This was about them knowing that I wasn't scared to show my face.

This was about proving to them that I was harder than them.

See, this is utter and complete bullshit, and it's no way to actually solve problems. It just plays into the way of thinking that puts them in this position in the first place. The way of thinking that says being dominant, being the one who can beat up everybody else, makes you the boss. Makes you the one who's better at solving problems.

It's all utter bullshit. Nick Fury isn't the best long-term strategic thinker we have, and he's not the one who should be solving all our problems. But he's the best long-term strategic thinker who can kick everybody's ass, and so he's in charge.

I spun and ducked and kicked. Flint was staying out of the melee.

"Get your hands a little dirty, dude!" I yelled.

He punched a guy. "This is just weird," he said. "What exactly are we trying to accomplish?"

I saw one of the bigger guns by the door go for his cellphone.

"We're making people mad at us, bro. Drawing fire. Standing up. `Scuse me."

I jumped and webbed and flung myself across the room, landing beside the guy with the phone, and took it from him so fast he barely registered what was happening before I punched him back through the door.

Somebody on the other end picked up and waited for me to talk first.

I could handle that.

"This is Spider-woman, and you're in trouble!" I said cheerfully. "Is this the Owl dude or that guy with the hair?"

Cell phones don't make that really satisfying slamming noise, no matter how hard you break them. And there's no dial tone. It just goes silent.

But it was very clear to me that I'd had the desired effect.

Flint was busting loose on the dance floor, fighting ten guys at once. He was still playing at being a normal—no shape-shifting, no killing dudes. And he kind of looked like he was enjoying himself.

I jumped down, tapping back in by punching out one of the guys he was facing. "You wanna keep at this, let some steam off?"

"This is just playing," he growled, punching a guy clean through the wall. People started backing away from us, the fight over just like that. "None of these clowns can hold a candle up to me. Not one of them can hit hard enough to get my attention."

It was like the sweetest, ripest straight line I'd been handed in a very long time, and I simply went with it, moving in quick and hard and punching him right off his feet. He didn't have time to shift to sandform, and when he hit the wall he exploded outward into a million pieces.

He came back together in a rush, coming at me like a solid wave of motion.

It was stupid to start something in close quarters. My advantage was in my speed and agility, and I didn't have the room I needed to really cut loose.

Didn't matter. I rolled and spun, kicking my way through his wave-form. He split off into two different forms, trying to split my attention and attack me from both sides.

He had me outmatched on physical grounds—no attack I sent at him could hurt him as badly as he could hurt me. I didn't have any kind of energy attack to slow him down. (and the new kid did—how messed up is that?)

But I was still smarter than the meathead.

I ducked and then jumped, heading for the bar. He followed me, hurling blows ten or fifteen feet at a time, stabs of sand. Sharp spikes that could cut right through me.

I hit the bar and began using my webs, snapping quick shots at the bottles, whirling and throwing dozens of them at him. They all exploded, soaking him with alcohol.

He wasn't really sand. You couldn't understand him that way. But it still soaked into him, making him mushier, making him move funny. He re-formed quickly, into his regular form, walking away from me, trying to shake it off.

"What the hell?" he muttered. I could barely hear him.

I hopped down behind the bar, picked up a bottle of the good stuff—very high proof—and poured it out on the bar. "Aw, did somebody get a little wet?" I asked in my very best high-pitched little-girl voice.

I do an awesome little-girl voice now, by the way.

He turned, glaring at me, and started forward. Each step was shambling, almost drunk-walking. There was murder in his eyes again.

There was a lighter in my pocket still. I waited till the last second, when he was committed, to light up the bar and dodge his attack.

Sure, sand makes an excellent fire-retardant. But he was soaked, saturated, and very flammable. It wasn't an explosion of flames, just a whoompf of blue flame.

He let out a surprised shriek, jumping away from me.

Dude. Does nobody pay attention in physics class? That just fans the flames.

I slipped my sweatshirt back off. I was wearing the suit under it. I masked up too.

I didn't have time to get the sweatpants off before he came charging at the bar, furious. I jumped up out of his smashing attack, and hit him as hard as I could in the back.

Alcohol burns hot. Those blue flames playing over his skin were keeping him at a very high temperature. And even if his special silicone-based body wasn't really sand, it was still silicate.

He started to crystallize into glass in places, and he shattered when I hit him.

"What the hell are you doing?" he demanded, falling. Outraged. Hurt when he thought he couldn't be.

I webbed down the pieces of him that weren't moving, keeping them separate so he couldn't reintegrate, learn to work around the weakness. "I'm sending you back to Nick Fury, smart guy. And when you get out again, we'll talk again." I moved closer to the mostly-intact torso, crushing an arm as I passed it. "But I wanted to leave you with something to think about, something to stew over. I'm not playing nice with you because I'm afraid of you, and I'm not kidding around when I say I'll kill you." I knelt by his head, grabbing the side of his face and letting my skin adhere to it, holding him still. "I'm strong, and I'm smart, and I know the tricks of the trade. If you screw this up, I will kill you. I won't send you to Fury, because deep down, he's got to try to keep this place a good place, he's got to try to keep this America, with civil liberties and shit. I'm a vigilante. I wear a mask, the police hunt me."

He scowled at me. "I'm gonna kill you," he croaked.

"Nope," I correctly, almost gently. "You will come at me, you will consume yourself with the poison that fills you. But this, here, in this bar?" I stood up, still holding his head, tearing it away from his body. He made a noise like a cough.

I started walking out of the bar. "You saw what you could do to normals. They couldn't lay a finger on you, couldn't hurt you. And you said they couldn't hurt you, that this was just playing. Well, guess what. That's their world. That's the past. That's gone now. Playtime has come and gone."

I looked around. Doctor Connors was standing there in his rumpled white coat, smoking a cigarette. He looked old and desperate, a man who hadn't seen his estranged son in a long time, who wasn't going to see him. Maybe ever again.

"Hey," he said. He nodded at my sweatpants. "Interesting choice. Worried about the news?"

"I live on the wild side," I said cryptically. "Fury here yet?"

"Interdimensional war just started ten minutes ago. Fury and the Ultimates are busy."

I looked down at the disintegrating face in my hand, feeling silly. "Oh. Want to build a better containment unit for this dude, try to put him in bottles until this is over?"

2.

Connors was, ultimately, a dude.

I don't just mean he was male. I mean that he had this sense that he was supposed to conquer the world, be the hero of his own story. All his life he'd been told that he was going to be the best, going to win.

Then he'd been the bad guy, and people had died because of him.

Then he'd been sloppy, and that had been even worse than being the bad guy, and a whole lot MORE people had died.

That's the one people wish they could forget. Sometimes being the baddest bad guy in the room doesn't rack up as many kills as being the guy who had a sidekick and when you went to jail your sidekick still had all your samples and you didn't incriminate the dude and that loose end created an even worse mess.

Loose ends. Those are the worst things.

But here was Connors, and he was the saddest sad-sack you've ever seen, moping and dragging his ass across the lab, moving little jars of Sandman around.

"Dude," I said, drumming my fingers on the table.

"You are just a kid!" he snarled. "This is utterly inappropriate!"

Okay, there was a naked dude in pieces that were starting to get all man-shaped in the transparent bottles. It was still mostly sand, and it was still the Sandman. "On account of the naked, or on account of the warrantless detain?" I asked, genuinely curious as to how his brain worked.

His face started to turn purple. He was aware that I used to be a guy, so talking about how inappropriate it was for me to see man-bits would be a little weird. But he still looked at me and just saw a little girl, no matter how much he claimed otherwise, so I knew that was part of it.

But this was also about him, and his situation, and about how he wasn't under arrest, he was just here, his eternal punishment without trial.

So I smirked at him. "Dude."

"This is wrong, and you know it!" he fired back.

I sighed. Connors was getting unstable again—was it something with the moon or something? Or how long since he'd last gone lizard? Dude was an utter animal. "Dude," I said again, this time infusing it with a knowing tone.

He flushed. "This is not about that."

I scrubbed my face with both hands. "Agh! I do not have time for this bullshit."

"Language!" he snapped.

"You are not my aunt," I said seriously. "You are an intruder in my life, a monster I keep around for his skill and knowledge of the human genome and splicing. So don't be lecturing me. Now, run more current through the dude. I want him to stop getting human-shaped."

So Connors went to do that.

If I couldn't trust Connors to be driven by his guilt any more, then I was going to have to flush the dude.

And I mean that literally. If I told Nick Fury that the doctor wasn't holding up his end of the bargain, wasn't staying clean of gene manipulation, wasn't assisting me in a meaningful way, then he'd end up getting treated like sewage. He might even get a bullet to the back of the head.

He knew too much, and he had a load of something in his system. All it would take would be a mad scientist getting their hands on his blood...

I shuddered at the thought.

He came back, his hands shaking. "And when do I get put in a bottle?" he demanded.

Ah. It was the detention thing. "When you start saying stuff like, 'whoa, I'm a god, these mortals can't stop me, I deserve better.' No, don't roll your eyes, I'm serious. Connors!"

He grimaced. "I wish you'd call me doctor."

"No! That's a sign of respect. You forfeited it when you screwed up. You want respect now? I'm serious, doc. You want to be treated like a grown man now? You've got to earn it back. You've got to show me how much you can be trusted. Lately, you've been all over the place. Whining and grumbling. Bitching." I frowned, thinking about that. "Funny thing how all the insults we use seem to come back to comparing people to women. Pussy, cunt, bitch, don't be a woman, man up, ball up."

"Language!" he said again, exploding forcefully.

"What's wrong with being a girl? What's wrong with talking like a girl? No. I talk like a girl. I whine like a girl. You whine like somebody who thinks the world owes him. You did things that mean you don't get to ask that question, talk like that. You did things. That's what this comes back to." I thought about it, standing up to face him. I was shorter than him, but I knew he hated it when I looked him in the eye.

Too much guilt in him. He couldn't handle it.

"Dude. You want redemption, you want to earn a way back to your son? Then you stop acting like the bad guy. You actually become a hero, here. You actually do some good. And if you keep on like this, if you do this, then I'm going to have to put you down. And you don't get a bottle, Connors. It's two in the back of the head for you."

He flinched.

"I'm serious, man. You have too much of a track record, you have too much behind you. If I let you walk into a jail cell, it's just a matter of time before you screw up again. I can't afford it. You work to improve the world, or this all goes sideways, got it."

He took a gasping breath. "Is this really...?"

I shrugged. "Dude. I'm going to go take a shower, because I reek of alcohol. You stay here, keep an eye on this... if he starts to wake up and you can't contain him, then wake him all the way up, tell him I've been keeping you trapped here, same as him, and you want revenge and you woke him up and are letting him free."

"Jessica!"

"That way he won't kill you, dude. If he thinks you're just plain working with me, he might. Come on."

Sometimes it was shocking to me how little people seemed to understand the world around them.

3.

After the shower I went out webswinging.

It's the best feeling in this whole world. Like flying, although not quite there. Tearing loose, muscles burning, just moving.

Adrenaline and exhilaration and freedom.

How do normal people live without this? How does your average joe get through the day without being able to release all this energy, all this fire?

Well. Maybe never having experienced it in the first place would help. All I knew was that I couldn't live without it.

My cell phone rang, that flat 'deet-deet.' Fury, again.

I perched on the side of a building and activated the head-set built into my mask.

SHIELD tech. Totally good stuff.

"Hey, bud," I said, peering up at the sky. It was no coincidence he was calling me now. He might not be able to get a lock on me with the satellites that scanned for my power signature, but he could get a visual lock on me.

"Where is he?" he asked, his voice tight.

"Heard about how I pounded him while you were off doing other stuff? Relax, I put in jars for you again."

"He's figured out a way around those."

"Yeah, I saw."

"Jessica—"

There was a threat in his tone of voice, in the tightness of his voice.

Two can roll that way.

"Here's an idea, Nickie-boy, how about you pretend for a minute that I'm not the enemy, and let me try things my way? I know perfectly well what'll happen if I'm wrong and I can't do this thing, and you do too. Things will go to shit and people will die. And that's what'll happen if I do nothing. There's a chance here that I'm right, and you know it. You have to see what I'm seeing, right? And if I can do it, then it'll be a hell of a lot better. If I can pull it off, it'll be great. You see what I'm getting at?"

He was getting pretty good about not interrupting me. That was nice.

I continued, lowering my voice. "I'm over mid-town right now, and police scanners are squawking at me. I'm going to go down and do some street-level crimefighting for a while. When I'm done I'll call your office and maybe we can have a chat, if you're available for coffee tomorrow."

I cut the line without waiting for a reply, and jumped straight out from the wall, freefalling down towards the street. Letting myself pick up some speed, some momentum.

Then I launched webbing, feeling the powerful thrumming through her entire hand as I generated the stuff.

This wasn't a Spider-power, technically. This was a Venom power. Part of me that I wanted to disavow. The other parent I so desperately wished I hadn't realized I possessed.

But you couldn't run away from the truth. If you did you became like Connors, obsessed with finding a way to erase all the bad things, the one big discovery to wipe it all clean.

That obsession made him unable to deal with the world as it was.

It took me only seconds to cross block after block, swinging hard. I was getting pretty good at this, at covering ground fast.

Then I was at the bank, and I chose the direct route, swinging right into the bank, right through the front door.