hey everyone! the reason this chapter took so long is unimportant. im back, and i have updated for you!

thanks to everyone who's reveiwed! here is my "WALL OF THANKS" to all of you!

Minori (guest)

grapejuice101- thanks for all your imput and help! I appreciate you :3

Latara Hanu- Still love your name, still love your reviews! Thank you!

KKLSBones- You review before Tuesday and I'll give you a cookie, two if you update your stories!

Aranea Squa- AKA TheFemaleBen10- Thanks for your review! And yes, you will have to wait and see; Even I don't know yet :)

Sadie (guest)- Thank you for loving my story!

Happy Naru (guest)- Yes! I'm not the only one who reads long fanfics in one day!

thanks for reviewing, and I hope it's interesting in a good way!

GHOST435- What don't you get? I don't get it.

...And that's all for my WALL OF THANKS ! Review and you too can be mentioned!

pfft- tempting, I know.

Now read and be happy!

...or not.

Just give me input about this chapter, OK?

-R.E

Chapter 17

I narrowed my eyes as MJ explained away his excuse as a nervous bladder in the background. If you haven't already guessed, I have a really good memory and can usually tell which episode I'm in. That and I've watched the Ultimate Spiderman series so many times it makes me dizzy to think about it.

So when he left I broke away from our group and followed him. I hung back in the hallway for a moment, careful to be stealthy, then crept after him until he entered the bathroom.

I stayed outside till they started screaming.

"Here! Eat the nerd!" Flash said.

"Oh for heaven's sake- be a man, Eugene!" I fumed, running into the bathroom and shoving them out of the way when venom lunged.

"Linzy?! Get out!" Peter stuttered. "This is the guy's bathroom!"

"There's a living pillar of toilet sludge trying to kill you and that's what you're worried about?!" I screamed, diving to the floor when venom attacked.

"Flash!" I glanced behind me to see that venom had latched on to flash, and he was being overtaken. My eyes widened and I scrambled to the door. I threw it open and called to Peter. "Come on!" I darted outside and ran down the steps, tumbling the last few steps when Peter slammed into my back and we fell to the bottom. "Thanks." I said to the guy who caught us, then returned my attention to the soon to be dubbed Venom. It clumsily made its way down the staircase, eyes locked on my cousin. A bone shattering roar escaped the creature and it struck the lights with its tendrils, shattering the glass and making the room go dark. Again, Peter took the opportunity to pause; Everything took on shades of grey apart from my cousin and I. "I've had my share of anti-flash fantasies, but…even I can't let him get eaten by toilet sludge."

And play.

There was a collective freak-out among the party goers, and I followed them as they ran out, rushing to where Harry and MJ wait at the doors.
"Linzy! Where's Pete?"

"He's right behind me. Keep going!" I said, grabbing their arms and pulling. "But, but, this is my house!"

"Everyone out!" said Ava, helping me herd them towards the exit along with Luke, Danny, and Sam.

"Be safe guys." I said to the team, giving the two a final shove and following them out into the hallway. There was just enough time for me to hear Sam say, "Um, what did she mean by that?" before the doors slammed closed and I had to run to keep up with my friends.

"Alright, you guys know where we're going?" I asked, struggling to keep up.

"Away from whatever that was!" MJ said, and we continued down the hallway.

"The stairs are over there!" Shouted Harry, and I made a beeline to where he was pointing. We could both hear and feel the blasts coming from the fight; the damage must be extensive If all that noise means anything.

"I don't know if we're gonna make it!" Harry painted as the building quaked and the stairs shook under our feet.

"We better make it!" I said, side stepping as a chunk of the ceiling fell next to me. "I have things I need to do!"

"Oh yeah? Like what?" asked MJ, and I gave her a wan smile.

"Like yell at Harry for having a party when we could've had a perfectly nice movie night instead, and find my other friends. I hope Kass, Val, and Fi are ok."

"How do you come up with these nicknames?" Said Harry incredulously, and we finally arrived at the ground floor. I nearly tripped over the boy when he stops, hands on his knees, breathing heavily.

"We made it guys!" MJ said triumphantly. I shook my head in terror and point upward. It's a lot scarier in real life when you see a ton of concrete about to fall on your head than it is to see in a cartoon. At the last possible second a web wrapped around the bulk of the concrete and stops it mid-air.

"Yes folks," Came Spiderman's strained voice, "your party favor tonight is not getting squished into pancake-dom."

Geez, he's strong.

"Thanks spidey!" I yelled, cupping my hands around my mouth so he could hear me.

"You're welcome!" he called, swinging the web and dropping the pile a safe distance away from us before giving me a small salute in farewell.

"That- was awesome." I gushed. It reminded me of the Spiderman ride in universal studios, where I punch Doc Oc in the face but don't actually affect anything on the ride since he's just a 3D screen. Here, I can affect stuff if I punch Doc Oc in the face, (which I plan on doing, by the way) and that, my friends, is awesome and scary. Come on, we all know we wanna punch at least one of the villains... and maybe Sam, on occasion.

I blinked and turned around.

"Um, guys? Weird, they must've wandered off while I was thinking. Oh!" I smiled, and looked at the side of the building. "Fire escape, duh."

"Hey guys, wait up!"

"MJ, what are you doing!?"

When I caught up with them, MJ was already halfway up the fire escape.

"Yes, what are you doing?"

"I'm getting the scoop of the year! This is my ticket to a job at the Daily Bugle." She said, sounding very sure of herself.

Harry stared in disbelief.

"More like a ticket to the hospital!"

"I agree! Come on, MJ. This is dangerous."

"Really guys? Where's your sense of adventure?!"

I deadpanned.

"I think I left with your common sense."

Ha! My first purposeful quip in the Spiderman universe! Yes!

She ignored me, of course, so I turned to Harry.

"Eh? Eeehhhh?"

He just rolled his eyes and kept walking.

…Kill joy.

MJ peeked over the edge of the building, balanced precariously on the edge of the ladder.

"Do you see Peter?" Asked Harry as he struggled to get a good view. I grabbed onto the ledge and hoisted myself up until I was sitting on the side of the roof, watching the battle unfurl.

"I can't get a clear shot!" Replied MJ, repositioning her phone to try and take a picture.

Harry shook his head slowly, observing Venom as he beat up the team.

"Wow. It's stronger than Spiderman!"

"I highly doubt it." I said, starting to stand when Venom's eyes locked on Harry. "The hero is always stronger than the villain."

When Venom started to charge towards Harry I leapt in front of him and stood my ground, glaring at the symbiote and motioning for Harry to get down. Venom stopped in his tracks, just as I knew he would.

"Fight it, Spider!" I yelled, refusing to move an inch even when Venom starts moving forward again. At what seemed to be the last possible second I saw spiderman. He was fighting feverishly to escape Venom, but the symbiote wasn't about to give in and kept walking towards me. That's not supposed to happen. He's supposed to be pushed back! My eyes widened and I considered running away, but if Peter was having trouble fighting it I had to do something to help. I gritted my teeth and forced myself to stare him down.

"NOOOO!" he screamed.

Spider was fighting, oh boy, was he fighting. But unlike in the show, Venom isn't slowed by this enough to make him stop. I became more concerned.

"Spider, what's wrong? You can do it!" I shouted, ignoring MJ as she pleaded for me to back off.

"Linzy, get back! I-I can't fight it!" My cousin screamed painfully, and I shook my head in stubbornness.
"No way, spider man. I-I believe in you! I know you can fight Venom off!" I said, not really paying attention to what I was saying. My mind was busy coming up with a plan and arguing with T.B about whether it was too stupid to work.

"Don't be an idiot Li- Kid! It's dangerous up here!"

"You don't think I know that, Powerman? I have complete and total trust in Spiderm-" I cut myself off, putting my plan into action despite what T.B thought. I rammed into Venom's torso, throwing my full weight against him and sending all three of us spiraling back into the electrical conduits spidey used in the episode.

"Electricity Spiderman! Electro webs! Something!"

The eyes of his mask widened as he understood what I was saying.

"Yes! Nova, I need my hands!" I ducked as a blast from Nova zapped spider's hands free.

"You wanna be Spiderman? You're in for a big shock, Venom!" He shot his webs at the conduit, "Linzy, get out of the way!"

"Yes sir!" I said, diving aside as he fired up his electro webs. "whoa." I stared; awed by the brilliant blue arcs of lightning for a few seconds before realizing he'd need someone to catch him. I sprinted forward and, as soon as Venom was diffused, caught my cousin as he fell.

"You alright, Spider?"

"Yeah. Thanks Linzy."

"No prob. Harry! MJ! You guys ok?" I asked, helping Peter to his feet and running over to them worriedly.

"Yeah. Almost feel to my doom, but I'm alright." Said Harry a little breathlessly.

"Linzy, are you crazy?!" Demanded MJ, and I gave her a thin smile.

"Only a little." I turned to the team. "Have you seen my cousin, Peter? Is he ok?"

"Shrimpy kid?"

"Spaghetti arms?"

"Three dollar hair cut?"

"Only a ninety-eight average." We all looked at white tiger like she'd sprouted a third arm. "-What? That's not a jokey insult?"

Spiderman came up behind me and put a hand on my shoulder.

"Don't worry, he's fine."

"That's good." I said, turning my head as the door to the roof burst open. Norman Osborne and two police officers streamed through.

"You destroyed it?!" he exclaimed angrily, and I couldn't help but glare. It pains me how long It will take before Peter finds out it's been Osborne after him all along. He noticed all the scrutinizing looks he was receiving and quickly changed his demeanor. "…Thank goodness. Get the hero some help." The officers came around and started checking over the others while Mr. Osborne approached Harry.

"Harry, you could have been killed. You're lucky Spiderman was around." he pulled his son into a hug and glanced at me over Harry's shoulder.

"Sure. Hooray for Spiderman." Remarked Harry sarcastically as his dad broke away and walked over to me.

"Linzy! Are you alright?"

"Yes sir. Thank you for your concern, Mr. Osborne." I replied, wincing as he gave me a hug as well.

"You poor girl! Here, let me give you a ride home."

"Um, no thanks, Mr. Osborne. I have to find everyone and make sure they're ok. Harry! MJ! I'm sorry I can't stay to help clean up, but I'm going now. Make sure you get home safe, ok?"

"You too, Linzy."

I begin to walk away, but before I get too far Spiderman calls my name.

"Linzy! I never did get to talk to you about the other day."

Urg. I knew this was coming.

"I'm sorry Spider, but I have to find my friends and my cousin to make sure they're ok. If you really need to talk to me, I'm sure you can find me; but now I really have to go." I turn and run towards the exit, not waiting for his reply.

"Stop! Linzy! Ugh… thank you…"

"You're welcome, Spider!" I yelled in reply, thankful I'd heard him.

I plodded down the stairs and when I finally arrived at the bottom didn't know where to go. So I did the only logical thing and started calling everyone's names.

"PETER! KASS! FI! VAL! KKKAAASSS! HELLO!"

I stopped when I thought I heard a faint call of my name, but then resumed when I didn't hear anything else.

"KASS! VAL! FI! YOU GUYS!"

"Linzy!" It was Fi that called my name.

"Hey! Do you know where the other two are?" I asked as she came running up to me.

"No, we got separated when that thing attacked the party. Are you ok?"

"Yeah, thanks. I'm sorry it was such a catastrophe today, Fi."

She frowned and twisted her fingers through her hair nervously.

"It's ok Linzy, it's not like you knew all that craziness would happen. Geez, everyone was so freaked out I doubt anyone knows what that thing even was!"

"…Yeah."

Cue guilty feeling and awkward silence.

"Let's get you home, Fi. I'll call a taxi."

"Oh. Thanks Linzy."

I pulled out my cellphone and dialed a taxi service. A little while later one pulled up in front of us, and I paid in advance for Fi to get home. (despite her protests.)

"Bye." I said as she left, and shook my head. I've never been one to lie a lot, so it's quite difficult for me to continue Fibbing to my friends. Kass is one story; I don't have to lie to her 'cuz she's from my world. But… Fi, Peter, and Aunt May… it makes me sick how much I lie to them! I hate it! I absolutely-

Ok. Breathe Linzy, breathe. Alright. I'm good. Sorry for spazzing out.

I kept my head down as I walked the streets and ducked into an empty alleyway where I changed into my costume. I really needed to fly.

I leapt into the sky and jetted out over the highest building in sight.

There. That's a little better.

I sighed and traced a finger around my neck, retracting my mask so my hair could flow freely-well, as freely as short hair can- and I could feel the wind on my face.

Nice and relaxing. Don't need to think about lies. Just be calm.

I stopped moving around and floated in the air, allowing my eyes to soak in the sight of the night time cityscape.

Should I really be feeling guilty? It's either lie to cover up lies, or tell the truth to face more truth. How can I tell a truth I don't know? I still don't understand why I can "universe hop" let alone how. That's why I thought it was crazy Jay bird was so obsessed with following us; how on earth had she followed Kass and I into this world in the first place?! Geez, that lady messed me up.

I sighed again and rubbed my temples.

When had everything gotten so complicated?

BBZZZZZZTTTT!

I glanced down at my wrist and clicked the red button.

"R.E."

"Director Fury."

"Why have you been ignoring my calls?"

"I was busy. If it's about Venom, the team handled it just fine."

"But you were at the Osborne's for the party. You couldn't have helped?"

I frowned and squinted at his mini-hologram. So Peter hadn't told him what I'd done. Interesting.

"Sorry sir. Next time I won't ignore your call."

"See to it. I expect better from you."

"Aye, sir. Bye."

With that I turned off the watch.

'Busy day?' asked T.B, and I nodded.

"You could say that."

'Don't stay out too late; your aunt is probably worried by now.'

"I know, T.B." I rolled my eyes. "Do you think you can just shut up for a little while? I need to think. Let me know when half an hour goes by, ok?"

'…Alright, Linzy."

"Thanks."

I was going to do some serious thinking.

Maybe I could come up with a plan for the upcoming episodes, I don't know.

I floated on my back, looking up at the stars.

I'm so far from home…

next chapter: Why I hate Gym, 'cuz I don't really like flight of the Iron Spider. Unless you guys have suggestions, then I'll consider it.

Let me know!

-R.E