This is probably my most 'out there' idea yet, combining my love of the Ultimate Comics line with trademark Disney shows, and their characters.

Shout outs for the prologue:

Boris Yeltsin: Thanks for the support. And for not starting a Flyna fight.

LunaFlamez: Thank you. I was hoping to draw in the reader. I'd also recommend getting your hands on a few issues of the Ultimate Comics. They're really good.

Loukaia: Thank you. I really wanted the style to be accepted, not just the characters.

N.B.: This is the revised version of the story. It'll start after Season 2, but before 3. I'll also be mixing up the original plot, and new characters will be introduced as time goes on.

Ultimate Spider-Girl

Chapter 1: Childhood Lost

Violet strode through the doors of Webster high, already looking for an exit strategy. It wasn't that she didn't want to be a part of the ANT Farm; she did, just not for today. This was the ninth anniversary of her parents' death, and she still hadn't come to terms with their loss. Yes, she was twelve now, but she wasn't ready to tell anyone just yet. Sometimes, it was easier to be angry.

Like today.

Violet entered the ANT Farm, passing Angus, who was engrossed in his attempt to create a digital proposal for Olive – again. Poor boy, he was completely deluded in thinking any girl would like him that way.

"Morning Angus," Violet said, distracting him long enough to get a grunted response. She shook her head, dumped her bag at the couch, and sat down, waiting for the ANTs who could actually speak English, not computer to arrive. She was beginning to think about her plans to use the gym after school, when Angus suddenly appeared beside her.

"What is it?" Violet asked, annoyed with his interruption. "Did you hear?" he asked, leaning toward her. She slid over slightly, suppressing a gag at his stench, before replying. "Hear about what? I don't speak techno, computer boy."

"About Chyna," he said, his expression suggesting that she should know. "Uh, no, stupid. I've been out on an exchange with the Los Angeles ANT Farm. I haven't heard anything about Chyna, apart from her winning that talent show and Skidmore using the event to promote herself," Violet replied, recalling the email that Olive sent her, detailing how Chyna had beaten Lexi at the latest school talent show, with Skidmore attempting to recruit more ANTs, by using Chyna.

"That's the thing," Angus said. "Skidmore has shipped Chyna off to some big producer, and turned into a marketing campaign for Webster. She's using the ANTs for money!." Violet's jaw dropped. That was something else. She knew that Skidmore would to anything to turn a profit, but to exploit the ANTs? That was nasty.

"Yeah, Chyna's been shipped off for a few months…But, maybe now, Olive will date me…" Angus said, heading back to his computer. "Yeah, good luck with that," Violet muttered under her breath. It was doubtful that Olive would ever return his feelings. If Violet was her, she'd flip or kick him to hammer that point home.

Just as she thought that, Olive appeared in the doorway. They saw each other, and smiled. Angus however, though it was a good time to try it with Olive. "Hey, Olive, I know things must be hard for you…" he started, trying his best suave voice. "But I'm always-"

"No." Olive stated, holding her hand up to stop him. "But, Olive, I-" This time, he was cut off by Violet kneeing him in the groin. "She said NO, Angus. Now go away before you need a stretcher!" Violet shouted at him, emphasising her actions.

"Thanks," Olive replied, joining Violet on the couch. "I thought he'd never get the message." Violet shrugged. "It's what friends are for. I'm sorry about Chyna…"

"Let's not talk about that," Olive said. "Skidmore might ship me off next! She already did that to you!" Violet nodded, trying not to think about Webster's Principal. Of course, Violet was looking forward to the day when Skidmore got come-uppance. She just hoped that Olive was there to see it, with that camera of hers, to record it for the history books.

"So, what are your plans for the Summer, Olive?" Violet asked, as politely as she could manage after beating up a fellow ANT. After all, vacation was only three months away. "Oh, okay. My parents are taking me to Los Angeles for three weeks, and we're going to Disneyland!" Violet smiled at Olive's enthusiasm, not realising Olive was on a roll…

"Interesting factoid: Disneyland first opened July 17, 1955 and-" "Okay, I get it. Good times," Violet said quickly, before Olive got started on any lists of factoids. "Sorry," Olive said somewhat sheepishly. "It's okay. I had to listen to worse, having a six year old boy and three year old girl blabbering at you constantly for four hours," Violet said, mentally slapping herself.

"Oh! Your brother and sister?" Olive asked, her head tilted inquisitively. "Uh, yeah, that's them…" Violet stammered. She had just talked herself into a trap. She never discussed family in school. None of the students even knew that her 'parents' weren't even her parents. It was a stupid mistake to have made.

"Oh, cool!" Olive said, her face lighting up. "You never talk about your parents! What are they-" "hey guys!" a familiar voice called, cutting Olive's question off. Violet was thankful for that stroke of luck, and even more thankful that the voice belonged to the cutest boy she knew: Fletcher Quimby.

"Hi Fletcher!" Olive said, as they fist bumped. Fletcher sat down beside Violet, and she could feel her heart going overdrive. "Hi Fletcher!" She said, trying not to squeal like an obsessed fan-girl. There was nothing worse than that.

"So, what were you two ladies talking about?" Fletcher asked, now settled on the couch. "Oh, nothing much, just summer holidays," Olive said. "Family time, and all that…"

"Well, that, and Skidmore using Chyna has a payday," Violet interjected, hoping to keep the topic strictly away from family. Fletcher's face fell at that though, and Violet was sorry she brought it up. She didn't want to hurt her crush. Fletcher shook his head, and said, "Forget about that. Chyna will be back in a month or two, and then we'll be on vacation, away from all of this."

Yeah, right, Violet thought. Fletcher was just trying to mask his hurt at Chyna's departure, and how Skidmore had essentially shot down any chances of 'Flyna', as Fletcher had termed it, from happening. "Yeah, we'll do just fine until Chyna gets back," Violet said, squeezing Fletcher's shoulder in assurance.

He shot her a small smile in thanks, sending Violet's heart into the stratosphere. Chyna had no idea what she was passing up in Fletcher. "Yeah guys," Olive said, standing up to add effect to her words. "We won't let Skidmore push us around, and we'll make her bring Chyna back."

The ANT Farm began clapping, as the ANTs reacted to Olive's 'speech'. She gave a little bow, the ghost of a smile on her face. Even Fletcher was smiling; everyone just seemed happier whenever Olive was. Which was strange, considering how the 'Big Kids' thought that Chyna had that effect. Guess that's one thing they got wrong, Violet thought.

The happy moment was interrupted by the first bell, and everyone looked at each other for a second. "RUN!" Everyone shouted in unison, grabbing their bags and rushing out of the door. Violet, Fletcher and Olive had reached the stairs when the second bell went, and the highschoolers flooded the hall, stampeding to class. At least it's never boring, Violet thought.

It was safe to say that Violet hated music class. Yes, she enjoyed singing, and was fairly good at it, but she didn't understand why it was necessary to learn about various music instruments that only a handful of people could play. She glanced at Fletcher, who was having a hard time keeping himself awake.

It wouldn't be so bad, Violet thought, if he'd stop talking about Chyna. Mr. Zimbaldi had spent most of the class talking about how great it was that an ANT had received such acclaim, and how her talent had been discovered in Webster High.

"But who cares about Chyna?" Lexi Reed moaned. "We should be focusing on students who are still here to be praised. Like me!" She said, with her usual aura of confidence and assurance. Mr Zimbaldi sated her down, before speaking. "I praise Ms. Parks, because no one else apart from Principal Skidmore seems to recognise her achievement!"

Olive shot Violet a glance and rolled her eyes. Violet smiled and shrugged in response. It was funny, Violet and Olive had developed non-verbal communication, just like they had with Fletcher. The three were able to communicate with more than words, which had advantages, like now.

All three were glad when the bell sounded, signalling the end of class. Mr. Zimbaldi and Lexi were still arguing over who should and should not be recognised by the school. It was one fight that no one was willing to intervene in.

Lunch was a great breather in the day, where the ANTs could sit and enjoy their food without disruption. There seemed to be less today, despite Lexi being a tad bit louder than normal. Violet, Fletcher and Olive sat at their usual table, eating their own lunch from home. Very few survived the 'Mystery Meat' without some type of illness.

"Look at this mess!" Angus complained. "It doesn't look like meat!" Fletcher turned, trying his best not to puke at the mess adorning Angus' plate. "That's because it isn't," Fletcher said. "Dude, that's probably all the leftovers from last week mixed up," Violet said.

Angus shrugged, and ploughed on, causing Olive to shudder, and Fletcher to turn pale. His eating habits certainly showed no signs of changing. Violet was about to take a bite of her sandwich, when none other than Queen Bee Lexi Reed knocked into her, sending the sandwich to the floor.

"Hey! I was trying to eat!" Violet shouted at Lexi. "As if your lunch is as important as me!" Lexi replied. "That's it!" Violet said, pushing away from the table, and squaring up with Lexi. "I am going to lay you out on the floor!"

Angus slid his chair to a nearby table, as Olive and Fletcher drew into their seats. It was about to become very messy in the cafeteria. Lexi scoffed at Violet, questioning, "Do you kiss your parents with that mouth?" That, however sent Violet into overdrive. She raised her left hand, ready to deliver an uppercut, when Olive grabbed her wrist.

"Violet, don't. She's not worth it. Please," Olive said, her tone and eyes pleading with Violet's own. Fletcher caught her eyes, and she understood: if she started a fight with Lexi, it could only end badly. Violet huffed, and stormed out of the cafeteria, headed for the restroom. Other students fled, as the angry young ANT barged in, ready for a war.

"What was that?" Lexi asked, her groupies shrugging, not understanding what had nearly happened. Olive and Fletcher looked at each other, and he started, "Maybe we should-" "I'll talk with Violet," Olive said. "Thanks, Liv," he replied.

Olive stood, and followed Violet into the restroom, expecting her to have smashed a mirror, or sink, but didn't see the younger ANT. "Violet?" she called out. There was no response, but there was a small sniffling coming from the only occupied stall.

Olive leaned lightly on the door, trying to determine if the crying was Violet. "Violet?" she asked. "Go away," Violet's voice responded. Olive sighed with relief; at least Violet hadn't hurt anyone. "Come on," she said. "Come out and talk to me. Friends support each other, okay?" Olive jumped when the stall unlocked, and Violet walked out, her eyes red and puffy from crying.

"How are you?" Olive asked. Violet sniffed, wiping her eyes and staring at her reflection in the mirror. She stared at herself for a moment before replying. "I'm fine." "You sure? You were ready to hit Lexi, but it seemed like it was because of the parents comment," Olive speculated.

"I said I'm fine!" Violet said, putting more force in her voice. "I'd believe that if you spoke about your family, but you never bring them up!" Olive responded. "If anyone tries, you change the subject, just like this morning! And then you get upset with Lexi over a simple comment!"

"It wasn't simple, and I'm fine!" Violet shouted at Olive. "No, you're not. You have all these anger issues, and they seem to be caused by your parents," Olive stated, matter-of-factly. "You need to talk to someone about this."

"No I don't! I'm not talking about it with you or anyone else!" Violet shouted. "Violet, I just want to help-" Olive tried to explain, but Violet cut her off. "Well, don't! I don't need or want any help! Just leave me alone!" Violet shouted, shoving past Olive.

This time, Olive didn't follow her brunette friend.

The rest of the day passed with tension between the three friends. Violet had shut down, and nothing that Fletcher or Olive said or did seemed to bring her out of the slump. Olive had refused to tell Fletcher what had happened in the restroom, stating that Violet had just been upset, but Fletcher knew there was more to that story.

"What happened with Violet?" Fletcher whispered during English. "Nothing, Fletcher. Just leave it," Olive responded. In that comment, Fletcher knew that Violet was having problems, but he couldn't say what the cause was. He'd just stand by her, and try to support her as best he could.

Violet kept her head down in class, avoiding answering any questions, and the stares of her classmates. They all knew she had a temper, but very few of them had seen her ready to attack another student until today. It would blow over, but for now, she was going to stay away from any situation that could rouse her anger.

When the final bell for the day rang, she made a beeline for the gym, dodging Olive and Fletcher. Thanks to her smaller height, she was able to hide among the highschoolers, and get away from her friends. She appreciated their concern, but she just needed some space and time for herself to clear her head. And the best way to do that was the punching bag in the training room, just off the gymnasium.

She dumped her bags, and pulled on a set of boxing gloves, walking toward the punching bag, hanging just off the small ring used for wrestling and boxing. Violet dropped into a well-practiced form, delivering punches and kicks to the bag, dipping and dodging as it swayed. This was the easiest way for her to relieve stress: beating up an object that had been made for that reason.

She couldn't stop thinking about today's incident with Lexi, though. It was foolish to nearly let slip about her parents to Olive, then try to beat Lexi up over a bad joke. Olive would find out eventually, as she always did, and Violet was unsure how she would be able to explain her situation.

As she continued her work-out, more memories began to resurface, which was making her even more tense, not less, like she had expected.

A three year old Violet sat by the window as police officers talked with her aunt and uncle. Her parents had been killed in a car crash, she had been told. A drunk driver had run them off the road, and they had both been killed in the ensuing accident.

"But that can't be!" Violet screamed. "They said they would be coming back!" Tears streamed down her face, and her aunt and uncle held her, as the police officers watched, saddened at what had happened to the little girl.

Violet screamed now, as she delivered more furious blows to the punching bag. This wasn't about de-stressing anymore; it was a way to vent her anger and frustration. She needed to vent her problems, and she wouldn't leave until she was satisfied.

An eight-year-old Violet sat before her Principal, her aunt beside her. "As I said, whilst Violet has great athletic potential, we frown upon her beating another student in such a manner," he explained.

"We know the policy, but surely you could make an exception…" her aunt pleaded. "Unless she is accompanied at all times, and attends the guidance counsellor sessions, we will have no choice but to consider expulsion…"

Violet roared, and delivered a furious round of punches and kicks, finishing off with the left uppercut she had intended to use on Lexi earlier. The bag burst, coming off its hook, and thudding to the floor, its contents spreading across the clean floor.

Violet let out a sigh of frustration, pulling off her gloves. "You okay, Violet?" a voice asked from behind her. She jumped, spinning around to see Coach Keller standing there. "That was intense, even for you. Are you alright?"

Violet nodded. "Yeah, of course. Why wouldn't I be?" Coach shrugged, and said, "Well, you're crying and beating up a punching bag. That says to me that you need to vent," he explained. Violet reached to her cheeks; she hadn't realised that she had been crying. Her emotions were getting the best of her today.

"I'll tidy up here, but you should head home," Coach said. "Your family will be worried." Violet nodded, and shouldered her bag, and began to head for the door. "You should talk to someone, Violet. It'll help get rid of that anger inside you," Coach said.

Violet stopped, and nodded, trying not to meet his eyes, because she wasn't sure she could tell him the truth. She wasn't sure if she could tell anyone about her parents. But maybe that's what coach meant: if she told someone she trusted, she might be able to let go of the anger.

"I'll try. Later, Coach," Violet said, not meeting his gaze. She walked out of the school, before breaking into a run home; it was a lot later than she realised, and she might get in trouble for not calling home first. As she sprinted home, tears began to stream down her face, the memories still rising to the surface.

She burst through the front door, skidding to a halt, surprising Aunt Dana. "Violet! I was worried about you! Why didn't you call?" Dana asked, trying to meet the young girl's eyes. "Wait. Have you been crying?"

Violet couldn't handle this right now; she pushed past her aunt, ignoring her calls. She closed and locked the door to her room, and fell flat on her bed. She let the tears fall, not trying to contain her emotion anymore. Eventually, she drifted off into a pained sleep.

And that's the first full chapter! Whoa, it was kinda long, huh?

Well, I showed more of Violet's past, as I said I would, and tried to show the reasons why she is so angry. I see her as flawed and broken, which I want to explore, and overcome on her journey. Don't worry, next chapter will hint towards the Spiders and visit to Roxxon.

Also, I changed my original plans with Chyna, and will bring her back, after the story moves along. And Z-Tech may plat into the story. Lexi is also due a big come-down later on, and there may be a twist or two with Olive. Watch this space.

Anyway, enough rambling from me! Please Review!

Until next time!