A/N: This is a relax chapter, not much action, as I wanted to give the trio a breather, as a big event takes place over the next several chapters. Also, Gwen doesn't suit up in this one as she hangs out with MJ, Anya and other girls, while Peter and Miles only deal with small crimes and encounter and a few other hero friends.

I'm sorry for the delay, but I had to wait for two weeks while my laptop was under repair, and I've had to catch up on quite a bit of stuff. My other stories were a bit easier to handle while I was than this one.

Please read and review?


In the city on Saturday April 30th, Peter and Miles were both walking down a street together, passing several shops as they did.

"Things sure seem quiet." Miles said.

"Yeah, but don't be surprised if that changes." Peter said. "Gwen and I've had our fair share of those."

"I'll keep that in mind." Miles assured. "I know we have to be alert at all times. Ever since that hostage mess at the mall, I've made sure to look out for places to hide and change better."

"Good to know." Peter said. "But like Gwen said-"

"Never try if there's so many people around." Miles finished. "I know. I had something similar this week, when a local store I was in got robbed. I had to wait till the thugs left before I could chase after them."

"Well, at least you're learning, Miles." Peter assured.

They both crossed the street and soon walked past the Argosy Bookstore, before they stopped and turned to each other.

"You know, since things are seem quiet for now, you mind giving me a little more training?" Miles asked.

"Don't see no harm." Peter said, before checking his watch, seeing it was close to 10am. "But how 'bout a snack first. I didn't get much breakfast this morning."

"Well, I could go for a snack." Miles said. "You're on."

Peter laughed as they both walked along the street.

"So, after our snack, we'll change and train." Peter said.

"Right. Pity Gwen isn't here." Miles sighed. "It'd be nice if all three of us were here for it."

"Yeah, well, Gwen's having a girls day out." Peter said. "Shouldn't let her fun be ruined."

"Yeah. But did you say-" Miles began.

"I told her we'll only call if we really need her." Peter assured. "Besides, she wants to have a word with MJ, and this gives her an excuse for that."

"It does?" Miles asked.

"Yeah. So, let her be." Peter said. "She knows to come if we call."

Miles shrugged as they kept on walking down the street to get their snack.


Half-an-hour later, in another part of the city, Gwen was in Anya's apartment with Mary Jane, Liz, Gloria, as Anya came in herself.

"Nice apartment you have here." Gwen remarked.

"Thanks." Anya said.

"And the view's not half bad." Mary Jane admitted, as it was on the 20th floor of the building.

Gloria moved over to the window and looked at the view with her, seeing her point.

"I can see your point, MJ." she said.

Liz looked around before she yawned, getting everyone's attention.

"Liz, you okay?" Gloria asked.

"Yeah, you look tired." Gwen noted.

"Yeah, I'm fine. It's just... I haven't been sleeping well lately." Liz sighed.

"Worried about Mark might be stuck as Molten Man forever?" Mary Jane inquired.

"Well, yeah, but it's not that." Liz assured. "I had an embarrassing nightmare last night."

"What about?" Gwen asked.

"Liz, we're all girls here." Anya reasoned. "It's not like there's any boys here if it's that embarrassing."

Liz sighed as everyone looked at her, before she sat down on the couch.

"Well, it's about me being with the other Cheerleaders outside, cheering on the team." Liz began. "But then, while doing the dance, my outfit completely vanishes, leaving me naked in front of everyone. Then everyone laughs at me, including Flash, and I only have my pom poms to cover me up. It's scary."

"Like that Kirsten Dunst film, 'Bring it On'?" Mary Jane inquired. "I've seen that film and she really looked terrified in that scene."

"Yeah." Liz sighed. "It felt so real that when I woke up, I fell out of bed."

"Liz, it was only a dream." Anya said. "Changes of clothes falling off like that are zero."

Gwen smiled, knowing that that could happen to Kitty Pryde, if of course she panicked or something, as she told her she could phase her clothes off, which she did if she was in a hurry to shower or change.

"I know, Anya, but it's freaky." Liz shuddered. "Every cheerleader's worst nightmare."

"I think Sally would agree with you there." Gwen said. "How are you two anyway?"

"Well, we've patched up our friendship, Gwen." Liz assured. "Things aren't so weird at practice anymore."

"Good to know." Gloria said, patting her shoulder.

Gwen turned and saw Mary Jane looking out of the window again, as Anya sat down in a chair near Liz and Gloria.

"MJ, can I have a word with you in private?" Gwen asked.

"Sure." Mary Jane said, turning to her. "We'll be back, girls."

They both walked out of the main room and into Anya's bedroom, before they both sat down on the bed facing each other.

"So, what's up?" Mary Jane asked.

"MJ, how are things with you and Harry?" Gwen asked. "He told me and Pete you've been a bit distant lately."

"I... I have." Mary Jane sighed. "I... I didn't take some of his calls either."

"Why?" Gwen inquired.

Mary Jane sighed as she got up and approached the bedroom window.

"Because... I think I'm in love with someone else." she admitted.

Gwen's mouth fell open slightly as her best friend turned around to her.

"What?" she questioned. "But...who?"

"Well... He's saved my life several times now, and...since the last time, I haven't been able to get him out of my mind." Mary Jane explained. "Call me crazy if you want, but it's true. It's weird as I haven't even seen his face."

Gwen's eyes widened in shock, for she had a feeling she knew who her friend was referring too.

"Wait, are you telling me you're...?" she began.

"I think I might be crushing on Spider-Man." Mary Jane explained.

Gwen gasped, shocked by this news that her best friend was falling for her boyfriend's alter ego.

"Are you sure about this, MJ?" she asked, getting up.

"I... Yes." Mary Jane sighed. "Please don't tell anyone, Gwen?"

"MJ, I won't, but I don't think you have a chance with him." Gwen reasoned.

"What do you mean?" Mary Jane asked.

"Well... Peter told me there's a rumor in the city that Spider-Man and Ghost Spider have been more than partners for a while now." Gwen explained. "It's said the two are romantically involved."

"You sure about that?" Mary Jane asked.

"Peter believes it." Gwen assured. "From the way he's seen those two since before Shadow-Spider showed up, so it's not surprising."

Mary Jane felt her heart fall slightly, before she turned to the window, as Gwen looked at her, hoping this would convince her to give up.

"But it's only a rumor, not confirmed?" Mary Jane inquired.

"Well, yeah." Gwen said. "But... It's also been said Ghost Spider's the jealous type. A few people who they've met have said to have flirted with him, making her jealous from what Peter's told me."

"Oh... Well, I guess it'll depend on how he feels." Mary Jane said, turning to her best friend. "Guess only time can tell if it's true or not."

Gwen did her best not to frown, when Liz popped outside the door, getting both girls attention.

"You two remember your swimsuits?" she asked. "We're going to Coney Island beach after lunch, remember."

"I've got mine." Mary Jane assured.

"Me too." Gwen said. "Uh, look, you girls go ahead. I'll be with you in a minute."

"Okay." Mary Jane said.

She and Liz left the room, leaving Gwen alone with her thoughts as she put hand on her chin, still not believing her best friend was crushing on her boyfriend's alter ego.

"I'm sorry, MJ, but he's one boy you cannot have." she thought. "I'm not gonna let you take him from me. It's bad enough I have to deal with the Black Cat and Ms. Marvel, but now my best friend. I really need to sort this out."

She turned and walked out of the room, knowing she'd have to tell Peter about this later tonight, as she told him she'd phone him later before going to bed.


Later, at 12:30am, Spider-Man and Shadow-Spider were both swinging around the city, before they landed on top of a train together in Park Avenue, both perched on it. After feeling the wind blow on them for a few minutes, they both jumped off and swung off past several buildings, before they both on the edge of a rooftop together in perched positions. They got up and looked down at the city, seeing things were quiet as cars and a bus drove down the street.

"The view up here's pretty good." Shadow-Spider admitted.

"Yeah, sure is." Spider-Man said. "There are times when Gwen and I would just sit and admire the view, from practically anywhere. We've even done it on top of bridges."

"Man. I bet many people can say they've never had a date up there." Shadow-Spider remarked.

"I don't doubt it, Shadow, due to how high it is." Spider-Man assured.

They both sat down on the edge of the rooftop and looked down at the city.

"Still, it has to be nice, being up there all alone without anyone disturbing you, unless your Spider-Senses go off." Shadow-Spider said.

"Yeah, it is." Spider-Man admitted. "Places like that also gives us time to think. Helps out if we're worried about how stuff might turn out."

"Glad to know." Shadow-Spider said, turning to his friend.

They both turned and looked around, seeing everything was fine for now, but Shadow-Spider stared at get bored.

"You getting bored?" Spider-Man asked.

"Kinda." Shadow-Spider replied. "You and Ghost ever get bored just sitting up places like this."

"Sometimes, but we do find ways to pass the time." Spider-Man assured. "You got something that might help pass the time, be my guest."

"Well, you know, maybe you should tell me about some of the villains you and Ghost have fought, just in case it helps me." Shadow-Spider said.

"Fair point." Spider-Man reasoned. "Apart from Hobgoblin and that Spider-Slayer, every villain we've dealt with since you joined us has been a new guy. If we meet someone we've dealt with before, you might as well know what they can do."

He began to tell Shadow-Spider about the foes he and Gwen had battled over the past year, including the ones they encountered during their team-ups over the past year.


Meanwhile, Gwen, Mary Jane and the other girls were all at the beach near Coney Island, along with many other people, enjoying the bright sunny day. While Gloria wore a one-piece yellow swimsuit, the other girls all wore bikinis, Gwen's being white and pink stripped, Mary Jane's red, Liz's green, and Anya's black. As Mary Jane and Gwen sat on towels, looking at the ocean, Anya swam around in it with other girls, including her friends Rocky and Lynn, while Liz and Gloria were both running along the sand.

"This is the life." Mary Jane said. "I hope nothing happens today."

"I know what you mean." Gwen said. "This is a perfect day to relax. Let's just hope it doesn't rain or somebody decides to rudely interrupt it."

"Hey, don't ruin it, Gwen." Mary Jane said. "It might just happen, you know."

Gwen looked over at her best friend, still shocked by the fact she was now crushing on Spider-Man, when Liz came over with Sally, surprising them both. They both looked over, seeing Sally had a navy blue bikini on, before she and Liz stopped by the two friends.

"Sorry, MJ." Gwen said. "I'm just saying. Uh, by the way, look?"

Mary Jane turned around to Liz and Sally looked at them both.

"I see we have your attention." Liz noted.

"Yeah, you do." Gwen said.

"So what is it?" Mary Jane asked.

"Well, Sally has something to say to you two." Liz said. "Go on."

"Well?" Mary Jane said.

"Look, I... I wanna apologise to you two for thinking geeks were bad." Sally sighed. "Hanging out with Jacob due to his tutoring has made me rethink all that. I now see what made Liz, Flash and all them change their opinions on you. So, I'm sorry for what I said over the years."

"Well, everyone deserves a second chance, Sally." Gwen said. "So I'll give it to you, as long as you stop picking on Peter and Harry."

"Same here." Mary Jane said.

"I promise." Sally said. "And, I'll speak to them as well on Monday, if I don't see them before then."

"That's fine with us." Gwen said, as Mary Jane nodded.

"Thanks." Sally said.

She and Liz both turned around and ran off along the beach, as Gwen and Mary Jane turned to each other.

"Well, I never thought she'd actually apologize." Mary Jane said.

"I know what you mean, MJ." Gwen agreed. "You know, I think I might take a swim. It's getting hot out here."

She got up and ran towards the ocean as Mary Jane smiled and leaned back, lying down on her towel, thinking about Spider-Man.

"If that story about him and Ghost Spider is true... I guess I'll have to wait and see if it is or not." she thought.

Gwen dived into the ocean and began to swim around, before she surfaced and turned back to her best friend, hoping she wasn't thinking about Spider-Man.


Back on the rooftop, Peter and Miles - without their masks - sat down on the edge looking down at the city, Peter having just told Miles about Hydro-Man. The converstation about all the villains had lasted over an hour.

"Whoa, freaky. He was sickly obsessed with MJ that he kidnapped her." Miles said.

"Yes. He's also the only villain we've faced who's gone." Peter explained.

"How? You told me and you Gwen have a none kill code." Miles recalled.

"We didn't do it. He kinda killed himself by accident." Peter explained. "He pounced towards me and I dodged, then he evaporated."

"Oh..." Miles said. "I see."

"Yeah. His obsession drove him into madness." Peter sighed. "You should be glad you didn't meet him before he became Hydro-Man."

Miles sighed as he turned to look down at the city, having now learned about all the foes his friends had faced which he hadn't since he got his powers.

"Weird what kinda powers these guys have." he said. "No wonder Swarm reminded you and Gwen of Hydro-Man and Sandman."

"Yeah." Peter said. "We've had to deal with all sorts the past year in protecting the city."

"But you probably also made cool friends over that time?" Miles inquired.

"Yeah, we have." Peter admitted.

"You mind telling me about the X-Men?" Miles asked. "I mean, I know about the Avengers and the Fantastic Four, due to them being on the News, but I don't know much about them."

"Well, you know they're Mutants, right?" Peter said.

"Yes, I do." Miles replied. "But I wanna know what they do. I mean, they're not really well know."

Peter put his hand on his chin, when they heard a noise, making Peter look down the street.

"I think that better wait for later." he said. "Look?"

He pointed down at the street, making Miles turn to look down, seeing two sets of thugs down below in different parts of the street. One was made up of fiver bikers, who raced down a street quickly, while the other group was in a car, which skidded along a street.

"Oh, double-trouble." Miles said.

"Yeah. We'll have to split up." Peter said, as they put their masks on. "I'll get one set, you get the other."

"I'm on it." Shadow-Spider said.

They both jumped off the rooftop and began to swing down towards the thugs, with Spider-Man chasing the bikers, Shadow-Spider the car.

The car drove down a road quickly, banging into a few parked ones in the street as it did. Inside it were two men, the driver being a red-head, while the passenger had a bandaged nose.

"Watch where you're going?" the passenger complained.

"Sorry, I'm just worried the Cops will come after us, Finn." the driver said.

"You just focus on the road, Carlos!" Finn scowled. "I'll tell you if the cops come up behind us."

Carlos turned back to the road, when he heard something land on the roof.

"You hear that?" he asked.

"Yeah." Finn said. "It's probably just something someone threw onto the roof."

But he was wrong, as Shadow-Spider had landed on the roof, who then bent down and stared at them both from the window.

"Not quite." he joked.

The two thugs both turned and gasped at the sight of him.

"Shadow-Spider!" Finn gasped. "Carlos, shake him off!"

Carlos nodded and began to turn the wheel wildly, making Shadow-Spider put his hands on the sides to keep him on the roof.

"Whoa!" he yelped. "This guy's crazy!"

He kept hold of the roof as Carlos turned the car right down the street, making him slip slightly onto the hood, letting both thugs see him.

"Whoa!" Carlos yelped.

He hit the brakes hard, skidding the car to a stop, sending Shadow-Spider flying away.

"AHHH!" he yelled.

He hit the road hard and rolled over onto his chest, as both thugs stared at him.

"Run him over before he gets up!" Finn said. "By taking him out, we'll make ourselves."

"Ha, ha. You got it, Finn." Carlos smirked, cracking his knuckles.

He revved up the car and raced it towards Shadow-Spider, who gasped as he looked up at the car.

"Oh, no!" he gasped.

He braced himself, preparing to jump up, when he heard a noise behind him.

"Huh?" he muttered.

He turned and saw Iceman skidding along a ice slide he made as he moved along the road.

"Oh, yes. I'll take care of this, due to you being dumb." he joked.

He stopped in the middle of the road, making both thugs inside gasp.

"Who's that?" they gasped.

Iceman jumped up and over the car as it raced towards him, then he landed on the road.

"In any amusement park, this is a high-paid ride." he joked, shooting ice from his hand.

He created an ice bridge with it along the road, going past the car, before it created a loop-tee-loop near Shadow-Spider. The car raced up and around it, before it crashed into a lamppost, knocking it out.

"Whoa." Shadow-Spider said, before Iceman raced along the ice. "Thanks, frosty."

He got up and swung over towards the car, as the two thugs got out and moved to the back of it, before he webbed them both up to it, trapping them together against it.

"AH!" they moaned.

"Let us go?!" Finn demanded.

"Sorry, no can do." Shadow-Spider joked.

Iceman walked over to the car and looked through it, finding a bag of stolen jewels in the back seat.

"Well, look what we have here." he said, picking it up.

He turned around to Shadow-Spider, who then took the bag from him.

"Better leave these here for the Police so they can arrest these two." he said.

He put the bag down near the thugs, then stuck a note to the web around them, which said 'Courtesy of Shadow-Spider'.

"That should do it." Shadow-Spider said, as sirens wailed in the distance. "Let's get outta here."

"Ho, ho, funny, web-head." Iceman joked.

He began to make an ice bridge as he raced off, with Shadow-Spider jumping up and swinging after him, just as four Police cars pulled up nearby. Finn and Carlos both gulped as the eight Cops got out of them, including Lt. Watanabe, who looked at the scene.

"There's the stolen jewels." one of the Cops said, pointing at the bag.

"And they must be the creeps who stole them." another said, who was female.

"Book 'em, Officers." Lt. Watanabe ordered. "I have a feeling one of our web-headed friends took care of this."

"Well, how do you explain all the ice?" an African Cop asked.

Lt. Watanabe looked at Iceman's ice slide, before shrugging.

"Probably a friend of theirs, since the jewels are still here." she deduced.


Meanwhile, Spider-Man had followed the bikers, before they pulled up outside the Park Avenue Screening Room.

"Just what are you five planning to do?" he thought, landing on the opposite rooftop.

The five bikers all approached the revolving door, then approached the counter, before the leader stood in front of the woman

"Uh, I'm sorry but we're sold out." the woman said.

"Oh, that's okay, lady." the leader said. "We're not buying, we're taking."

"Taking? What do you-" the woman began.

Two of the bikers held up a sidearm, aiming them right at her.

"Ah!" she gasped.

"Hand over the money!" the leader demanded.

The woman nodded and emptied out the cash register, as Spider-Man stared at them, as he could see from the windows.

"I'll get those creeps as they try to escape." he decided.

The woman handed the three remaining bikers the money, which they stuffed into bags, then they all turned around and ran towards door. One-by-one, they filed out, then approached their bikes. They all got onto them, the three with the money bags putting them under their jackets.

"Alright, let's ride!" the leader said.

They all started up their bikes, when the leader's front tire caught fire, melting it.

"Hey, what the hell?" he exclaimed. "What could've-"

"Boss, look?" one of his men said, pointing up.

The other bikers looked up, seeing Firestar floating above the street, getting Spider-Man's attention as he looked up at her.

"Angelica?" he questioned, knowing it had to be her due to her powers. "Whoa. Didn't expect this."

"I think you mean 'who', punk?" Firestar joked.

"Who's that?" the third thug said.

"I don't know, but that's one hot mama I ain't messing with." the leader said, getting off his bike.

Firestar shot beams of fire from her hands, melting the front tires of the other bikes, making the bikers get off them.

"Let's get outta here!" one said.

"I'm with you." another said.

"Come on, boys!" the leader said.

They all began to run down the street as Spider-Man watched them.

"Not on my watch." he thought.

He turned and ran along the rooftop, before he jumped up onto the next one, which was higher, before he jumped onto the edge. He looked down at the street, then shot webs from both web-shooters, creating a large spider-web between two buildings, which the bikers ran into.

"OH!" they moaned.

"Now what?" the leader questioned.

They looked around, before Spider-Man descended himself down on a web like a yo-yo, hanging upside down in front of them, as Firestar spotted him.

"You like my large web, you little biker flies." he joked.

"Spider-Man!" the leader exclaimed.

Firestar flew slowly over towards them.

"You do know stealing's wrong, right?" Spider-Man joked.

The bikers groaned as they tried to get free, when Firestar turned as she heard a noise.

"I think the Cops are coming." she said, as it sounded like sirens.

"I think you right." Spider-Man agreed. "Hope you bikers like a vacation, 'cos you're about to spend a nice long one behind bars."

He shot a web and swung off away, before Firestar flew after him, just as four Cop cars showed up, two on either side of the web.

"Oh, shit! We're busted, guys." the leader exclaimed.

Several Cops got out of the cars, including Capt. Stacy, who saw the two heroes turn right down the street.

"Looks like Spidey had some help with this one." he deduced. "And not from one of his fellow Spiders."

"I concur, sir." an Officer with a moustache said. "Lt. Watanabe's reporting Shadow-Spider had similar help against some jewel robbers."

"Right. Cut the web and bring 'em in, boys." the Capt. said.

Nearby, Firestar kept flying as Spider-Man swung after her, then a few minutes later, they both landed near each other, Firestar smiling.

"It's good to see you again, Spidey." she said.

"Thanks, Angelica." Spider-Man said.

"I figured you'd guess, Pete." Firestar joked. "How do I look?"

"You look...cool, in that getup." Spider-Man admitted. "Bobby told me you had some control over your powers, but he didn't tell me how much and what your suit looked like."

"Or my codename?" Firestar inquired.

"Well, yeah. I didn't figure you'd been in action this early?" Spider-Man admitted.

"Well, this is my first day out of the Mansion since I got there." Firestar explained. "I wanted to try out my powers properly in the open."

She took off her eye mask to show Spider-Man her face as she approached him.

"I was hoping to run into you and Gwen to properly thank you." she said, stopping in front of him.

"Thank us?" Spider-Man questioned. "You already did that the night you left with the X-Men."

"I know, but I mean really thank you." Angelica explained. "If it wasn't for you two helping the other X-Men, I don't know what could've happened that night. It's thanks to you two I've made friends for the first time and have learned not to hate myself due to my powers."

"What do you mean?" Spider-Man asked.

"I... I was completely scared no one would be my friend after I turned into that fireball." Angelica explained. "You and your friends were some of the first to ever be nice to me. People always called me a jinx when I was younger, and I used to get bullied a lot."

"Ouch. Sorry. I know the feeling." Spider-Man said, remembering when Flash used to bully him until last year.

"Then when I was told what I was, I was scared, but you, Gwen and the X-Men, you helped me out a lot." Angelica explained.

"I'll tell Gwen that." Spider-Man promised. "She's out with some friends for now, including MJ."

"Oh..." Angelica sighed, putting her mask back on. "I was hoping to find her too."

"Well, sorry, but you can't, not in that getup." Spider-Man said.

Firestar sighed, before her belt glowed, making her touch it.

"Yes." she said.

"Firestar, where are you?" came Iceman's voice. "You're suppose to be careful, you know."

"Iceman, I know that, and I'm fine. I just ran into an old friend, that's all." Firestar explained. "Where are you and we'll meet up with you?"

"I'm outside Marcus Garvey Park, on one of the nearby rooftops." Iceman explained. "And I'm not alone. Spider-Man's new friend is with me."

"Okay, we'll be right there." Firestar assured, before lifting her hand up.

"Firestar?" Spider-Man questioned. "That's actually a good codename for you."

"Thanks. Now come on." Firestar said.

She turned around and jumped off the rooftop, before she began to fly off, with Spider-Man swinging right after her.


A little later, at 2pm, all four heroes stood on a rooftop together on a rooftop outside Marcus Garvey Park, which was filled with kids.

"Good to see you, Spidey." Iceman said, icing down.

"Likewise, Bobby." Spider-Man said, as they shook hands.

Shadow-Spider looked at them all, realizing Bobby must be the Bobby who told them about Deadpool.

"So, you're Shadow-Spider?" Bobby inquired, turning to him.

"Yes." Shadow-Spider said.

"The new Spider Logan told us about. You're shorter than I expected." Bobby said.

"Hey!" Shadow-Spider complained.

"Miles, easy?" Spider-Man asked. "Bobby's a joker."

"Oh." Shadow-Spider said, moving back slightly. "Sorry."

"No biggy." Bobby said.

He turned and walked off slightly, as Shadow-Spider approached Spider-Man.

"And-" Shadow-Spider began.

"Miles, the X-Men know who we are." Spider-Man explained.

"They do?" Shadow-Spider questioned.

"Two of us are telepaths, so they would've known anyway if Peter and Gwen didn't tell us." Bobby explained, folding his arms.

"Oh." Shadow-Spider sighed. "Freaky."

"Relax, they wouldn't do that stuff without permission." Bobby assured.

"Well, that makes me feel better." Shadow-Spider said.

"It did for me and Gwen too." Spider-Man assured, touching his shoulder. "Trust me, you can trust them."

"Okay...but only after they tell me more about themselves and Mutants in general." Shadow-Spider said. "I've been curious since you told us about Deadpool and met your friend Wolverine."

"Okay." Bobby said. "Well..."


Elsewhere, about half-an-hour later, Gwen, Mary Jane and the other girls - including Sally - were all in the Watson house, watching the film 'Bring it On'. The film had only just started, as it showed all the Cheerleaders and players in the sports hall, being watched by many others, the Cheerleaders doing their dance moves.

Kristen Dunst's character Torrance began walking backwards while clapping, as the other people followed her. She turned and danced slightly as they all chanted, before the players moved forward with their hands on their heads like Deers, then the Cheerleaders walked forward and clapped, then they all cheered and clapped.

"Yeah! Come on!" they said.

"Yeah! All right!" Torrance cheered, clapping.

She waved her arms out, then bent down, but when she rose up, her clothes had vanished.

"Oh, my God!" a boy in the crowd said.

People all over began talking, the boys cooing and mocking, as most the girls laughed.

Torrance looked at herself, and saw her outfit had vanished.

"AH!" she gasped.

She picked up her pom poms and covered herself with them, as the crowd kept wolf-whistling at her.

"AHH!" she screamed, as the bell rang.

"Is that the scene you saw in your nightmare, Liz?" Mary Jane asked.

"Yes." Liz gulped. "Really scary."

"Okay, I gotta admit, Liz, that would spook anybody." Anya said.

"I'd hate to be in her shoes." Sally said.

"I think anyone would." Gwen reasoned. "That thought's just scary for anyone, girls or boys."

"Gwen's got a point there." Gloria said.

"Thanks, girls." Liz said.

They turned back to the screen, which showed Torrance now in a car with her boyfriend Aaron.

"You know, Gwen, that actress looks a bit like you." Anya said.

"Oh, please?" Gwen scoffed. "If she had red-hair, she'd look more like MJ."

"Ha. Very funny." Mary Jane said. "That's like saying Bryce Dallas Howard and Emma Stone looking like you with blonde hair."

Gwen turned to her before Sally cleared her throat.

"Um, Watson, Emma Stone is a natural blonde." she said. "She just prefers dyed red-hair."

Mary Jane's grin faded slightly, making Gwen and Liz giggle, while they all went back to the film.


Back in the city, Spider-Man and Shadow-Spider were both still on the rooftop with Iceman and Firestar, who'd both been telling Miles about Mutants, Bobby mostly as Angelica was still learning herself.

"...so we try to make the people see we're not freaks." Bobby finished. "There's people out there who are just racist."

"From what I've been told, it's horrible." Firestar sighed.

"I've seen it first-hand myself." Spider-Man assured. "The so-called Friends of Humanity just attacked a Mutant kid who was passing by, doing nothing. They only did it due to the way he looked."

"Man. Just like Angel said when I helped rescue that kid." Shadow-Spider sighed. "You guys get hated by people just 'cause you're different. That really is bad."

"Tell us about it. We're just doing what we can to prove we're not evil, but there are others out there that don't." Bobby explained. "They want to rule the world as they see Humans as weaklings compared to us."

"Like the Brotherhood?" Spider-Man inquired.

"Yep." Firestar sighed. "The others told me all about more about them once I started my training."

"Man. I'm glad whoever's in charge of that group hasn't declared war." Shadow-Spider shuddered. "That would be terrible."

"Oh, trust me, he has tried." Bobby assured.

"When?" Spider-Man inquired, approaching him. "How often? And he? I thought it was that shapeshifter lady?"

"He's tried at least six times as far as I know, once even before the X-Men were formed." Bobby explained. "And Mystique's only the field leader."

"Oh..." Spider-Man said, rubbing his head. "I see."

"Man. Just how bad is this guy, in case we bump into him ourselves?" Shadow-Spider asked curiously.

"Well, he is ruthless, but not completely like some we've met." Bobby assured.

"Glad to know." Spider-Man said.

"You two going somewhere later?" Shadow-Spider asked. "I wouldn't mind getting to know you more. And besides, I've only met Wolverine and Angel, before I got my powers of course."

"Look, we'd love too, but we can't." Bobby said. "We gotta get back."

"The Professor only gave me a limited amount of time to practice my powers in the city." Firestar explained. "That's why I was hoping to meet Gwen too."

"I was asked to keep an eye on her, but...we got separated." Bobby said. "That's how I met your new friend here."

"I see." Spider-Man said. "I'll tell you both said 'Hi' to Gwen later."

"Thanks, Spidey." Firestar said. "Nice meeting you, Shadow-Spider."

"Likewise, to both of you." Shadow-Spider said, nodding.


About half-an-hour later, back at the Watson house, Gwen, Mary Jane and the other girls were all still in the sitting room, as the film was now on the car wash scene, with the Cheerleaders in bikinis, while the men were all shirtless.

"You know, this car wash thing's given me an idea." Sally said.

The other girls turned to her.

"What do you mean?" Liz asked.

"Well... You know how I'm trying to change from the..." Sally began.

"A jerk to a more caring girl?" Gwen inquired, folding her arms.

"Well... Yes, I guess." Sally sighed. "I may have been one before but I'm no monster."

"Which we haven't seen before." Gwen muttered, rolling her eyes.

"So, what are you saying?" Gloria asked.

"Well, I think the Cheerleaders should do something for charity over the summer." Sally explained. "Prove to people that we're just as helpful as most."

"What are you talking about?" Gwen asked.

"Several boys have been telling us we're just chicks and dancers lately." Sally explained.

"I never heard of this?" Liz argued.

"You've never been around when they have." Sally explained. "Some of the girls find it annoying. Tally even dumped her boyfriend due to the way he was acting, more to some of the others than her."

This news shocked them all.

"Okay, now that's disgusting." Gloria said.

"Uh... Any girl would feel that way." Gwen shuddered.

"I know. By doing something for charity though, it might change things." Sally said.

"Yeah, and if we're like them, it will get more attention and raise more money." Liz reasoned.

"Well, where'd you donate it too?" Gloria asked.

Sally and Liz both looked puzzled by this question, as did the others, expect Gwen.

"Well, I think I know a place that could do with that money." she said.

The others all turned to her, before Mary Jane realized where she meant.

"Is FEAST having some money troubles right now?" she asked.

"Yes." Gwen sighed. "From what I've seen in there, the place could do with a grant donation. Mr. Li's had to restrict food and electricity due to someone cutting it's funding."

Sally looked confused, before Liz turned to her.

"It's a homeless shelter in Chinatown." Liz explained. "Gwen's started working there part-time as a helper."

"Oh... A homeless shelter?" Sally questioned. "Man. Exactly how full is that place?"

"Pity full." Gwen answered. "Practically every bed in there is full. Some of the people have to sleep on the floor at night."

This news shocked the girls, especially Mary Jane.

"It didn't look that way when I went there to visit three weeks ago?" Mary Jane inquired.

"It's gotten fuller since then, MJ." Gwen explained. "The recent villain attacks have 'caused some people to lose their homes and forced them in there. That place really needs some help. Even some of the volunteers had to get a pay cut to help pay the bills."

"Does that include you?" Anya asked.

"Yes." Gwen sighed.

"Then it's settled then." Sally said. "We'll donate the money there."

"You'll really do it, Sally?" Gwen asked hopefully. "I think Mr. Li would be happy for it."

"Hey, like I said, I'm trying to change like Liz did." Sally said. "This is a good place to make a start."

"Okay. We better talk with the others first though." Liz reasoned.

"She's got a point." Anya said. "I mean, some of your friends might not wanna take part."

"We'll speak to them on Monday before practice." Sally said. "We can decide on a date afterwards."

"Thanks, Sally." Gwen said. "I really mean it."

"Um, can we go back to the film now?" Mary Jane asked.

They all went back to the film, which was now on the scene with the Choreographer examining the Cheerleaders and players appearances.


Later, in the city, Spider-Man and Shadow-Spider were swinging through the city, as the two X-Men had left to return to the Xavier Mansion.

"Well, that was interesting." Shadow-Spider said, as they turned left. "Can't believe how bad it is for Mutants."

"I know what you mean." Spider-Man assured.

They both dived down and landed on a water tower.

"They can't seem to catch a break." Spider-Man said. "I never saw that kinda hatred 'til the the day I first met Angel. The poor guy was just passing by, and they attacked him just cos of how he looked."

"Guess they don't believe the whole 'All men are created equal' quote?" Shadow-Spider said, making Spider-Man turn to him. "Hey, I pay attention in history."

"Right." Spider-Man said. "I'm just surprised you know that speech. that's all."

Shadow-Spider smiled as they jumped down from the water tower and landed on the edge of the roof, before they looked around.

"Doesn't look like anything's going on here." Shadow-Spider said.

"No it doesn't." Spider-Man agreed.

They both turned right and ran to the corner of the rooftop, but then stopped at the end, and spotted Nova and White Tiger on a nearby rooftop.

"Hey, isn't that...?" Shadow-Spider began, pointing at them.

"Yeah. I wonder what they're doing?" Spider-Man asked. "Let's take a look."

They both jumped off their rooftop and swung down to the one White Tiger and Nova were on.

"How long do we have wait here for?" Nova asked.

"I already told you, we wait for Quake's signal, then leave!" White Tiger said annoyed, as she'd already told him that twice.

"I know, I just wish she'd give it already." Nova groaned. "This is boring!"

"Would you rather be here or trying to help train the new girl?" White Tiger asked.

"Well... To be honest, training with her wouldn't make me bored." Nova answered.

"Good. Next time I'll ask for someone else to accompany me." White Tiger mumbled.

They both turned as they heard a noise, seeing Spider-Man and Shadow-Spider landing nearby on their feet.

"Well, if it isn't the web-head?" Nova smirked. "And I see your new sidekick's here."

"Yeah, I am." Shadow-Spider said.

He and Spider-Man approached the other two.

"Shadow-Spider, this is White Tiger and Nova, members of the Secret Warriors." Spider-Man explained.

"Nice to meet you." Shadow-Spider said.

"Same." White Tiger said, as Nova nodded.

"So, what are you two doing here?" Spider-Man asked.

"We're here keeping an eye on something." White Tiger explained. "Quake and America are doing the same elsewhere. Until either we get a signal from them or spot what what we're after, we leave."

"Where's the rest of your team?" Shadow-Spider asked. "I've seen you on the News and there's more than just the four of you."

"The rest are out training with our new recruit." Nova added.

"You guys found someone new?" Spider-Man inquired.

"Yep. Weird girl. Dresses like a squirrel." Nova explained.

"And she's not like you two and Ghost Spider." White Tiger added. "She's... I actually don't know how to describe her."

"Yeesh." Shadow-Spider said. "Guess we'll have to see her for herself."

"Guess so." Spider-Man agreed.

"Oh, you will." Nova said. "Even Ms. Marvel seems to like her."

"Well, you never know, she might turn out alright." Spider-Man reasoned. "I mean, I've met some weird heroes over the past year. So how weird can she be?"

"We'll take your word for it, Spidey." White Tiger said, folding her arms.

"And we'll tell the others too." Nova promised.

Spider-Man smiled under his mask, when Shadow-Spider heard his phone ring. He took it out and saw it was his Mom.

"Uh, give me a minute?" he asked.

He turned around and walked off, putting his phone to his ear, then began to speak out of earshot.

"You out here giving him more training, Spidey?" White Tiger asked.

"Yeah, since it's been quiet out here today." Spider-Man assured. "Haven't been able to do much though due who we've run into."

"A couple of thugs but nothing serious I presume?" Nova assumed.

"That...and finding some friends, actually." Spider-Man admitted. "Other than you two that is."

"Right." Nova scoffed.

"Some of those heroes you and Ghost worked with that night Trask was arrested?" White Tiger assumed. "Quake told us all about that."

"Yes." Spider-Man said honestly. "I'm actually glad I did, as I've been meaning to check up on one since I last met her, as she was terrified."

"Ha, right." Nova scoffed.

"Hey, where is Ghost anyway?" White Tiger asked. "I mean, if she's training Shadow over there too - not to mention your girlfriend - I figured she'd be helping?"

"She's hanging out with some friends; those who aren't in this work." Spider-Man explained. "And to be fair, she said she needed a word with her best friend. I said I'd only call if we really needed her."

"And so far today, you haven't?" Nova inquired.

"Yes." Spider-Man answered.

"Well, that does seem fair, as long as she does the same for you." Nova joked.

He and White Tiger felt a beep coming from their suits, making them touch the sides of their masks.

"This is White Tiger. Go ahead?" she said.

Spider-Man moved away from them both, before he turned to Shadow-Spider.

"Okay. Love you too, Mom." Shadow-Spider said.

He turned off his phone and put it away, before approaching the others.

"Right. We'll be right there." White Tiger said.

She and Nova lowered their hands.

"I take it that's your signal to leave?" Spider-Man assumed.

"Bingo, web-head." Nova answered. "Well, see you."

"Yeah, and nice seeing you again." White Tiger said. "And meeting you, Shadow-Spider."

"You guys too." Shadow-Spider said.

Nova grabbed White Tiger by the arm, then jumped off and flew off away from her in the city, as both Spiders stared at them.

"Well, that's a decent way to travel." Shadow-Spider admitted. "Bet that makes Nova faster than Ghost."

"Ha. I wouldn't be so sure." Spider-Man teased. "We both raced Johnny Storm once and manged to beat him, partly due to him not being able to control his sense of direction."

"Oh... Guess it depends then." Shadow-Spider said.

"Yeah. So, who was that on the phone?" Spider-Man asked.

"Oh, yeah. I've gotta go too." Shadow-Spider said. "That was my Mom. She's getting let off early today and wants me to help with dinner."

"Okay, go on." Spider-Man said. "I can finish up by myself for today."

"Thanks, buddy." Shadow-Spider said, punching his shoulder playfully.

He turned around and jumped off the rooftop, before he began swinging away, as Spider-Man watched him.

"He sure is coming along." he thought. "Might not be long before he has to face a supervillain by himself if me and Gwen aren't around in the area."

He jumped off the rooftop and began to swing off through the city.

"Still, we'll have to wait and see, as he might not be." he thought.

He turned left as he kept on swinging, wondering what and who else he would encounter today, friend and foe wise.


That night, in the Parker house, Peter was in his bedroom, wearing a vest shirt and boxers, preparing for bed. After Miles had left, he'd only encountered two muggings, a car theft, and a small shootout between three thugs and two cops, which he was able to deal with easily, but he hadn't run into any friendly heroes either.

"Well, talk about a quiet day. No supervillains or anything big to deal with." he thought. "I wish there were more days like this."

He turned as his phone rang, which he picked up from his bedside drawer, seeing it was Gwen, then put it to his ear.

"Hey, Gwen." he said. "You have a nice day."

"Yeah, I did. So did the others." Gwen said. "But, there's something I need to tell you."

"Oh, what?" Peter asked.

(Stacy house)

Gwen was in a white shirt that went past her waist, preparing for bed herself, which she sat on while her phone was against her ear. After finishing the film off, Sally and Liz had both left to make their plans, while the other girls watched another film called 'Irrational Man' a crime-mystery film starring Emma Stone and Joaquin Phoenix, which had been Gloria's choice as she loved mystery films. After watching that, they all decided to separate and go home, as they all had homework due tomorrow for different classes.

"MJ told me why she's been distant from Harry lately, and well..." she began.

"What?" Peter asked.

"She told me she's falling for Spider-Man." Gwen sighed.

(Parker house)

Peter's mouth fell open with shock.

"She's... She's what?" he said.

"Yes. I think it's been ever since you saved her from Grizzly." Gwen explained.

Peter didn't say anything, due to how speechless he was.

"Peter, you there?" Gwen asked.

"Yeah, I'm just shocked." Peter assured.

(Stacy House)

"I know what you mean." Gwen said. "Of all the girls to fall for your alter ego, she was the last I figured on. I told her about the rumor about our other selves being..."

"And did she take it well?" Peter asked.

"No." Gwen sighed, sitting on her bed. "I don't think she'll believe it at all unless she sees it for herself."

(Parker house)

"Are you saying we might have to go public with our alter egos romance?" Peter asked.

"We might just have too." Gwen sighed. "I'm sick of all these girls crushing on Spider-Man. I don't want to have to get jealous with my best friend like this."

Peter sighed before he turned to his clock, seeing it was nearly 10:30pm, before he yawned.

"Gwen, look, can we talk about this later." he asked. "I'm pretty tired."

"Okay. I love you." Gwen said. "You're the only one for me out there."

"Same here. If anything happened, I doubt I'd be able to move on." Peter said. "I love you too."

(Stacy house)

Gwen did a kiss noise before turning off her phone, before she walked out of her bedroom, as she needed a shower before going to bed.

(Parker house)

Peter turned his phone off and got into bed, before he turned his lamp off. He then turned over and fell asleep, going over all Gwen had just told him, which still left him shocked.