Gwen and Martha showed up to their new lab at Stark Towers on the fifth of July. Gwen was absolutely stoked. They had the latest Stark fabrication tech. She even hugged one of the fabricators.

"Call Adam, tell him I've found a new love."

Martha did not seem to get the joke. Tony entered the lab just after they had, made a comment.

"I think he'd make a better dinner partner."

Gwen shrugged.

"It won't complain when I tell it to cook me something up."

Tony laughed.

"True. I figured something out last night with some things SHIELD had from my father."

He waved his hand and over his watch, a holo-display appeared on the big holo-projector on the floor. He spun it around and shrunk it.

"My father made the same discovery you did about fifty years ago. He had some ideas on how to make it work, the technology just didn't exist."

Martha tapped her own wrist and swept her hand from her own holo-display to the main lab holo-display.

"I had a conversation with Gwen about Spider-Woman and her origins. It gave me an idea."

Tony smiled when Martha spoke and glanced at Gwen who shrugged.

"She has to talk to me now, we're roommates since you blew your house up."

Tony moved his head side to side a few times as if pondering Gwen's statement.

"Okay, you got me there. What is your idea, Martha?"

Martha showed her designs for a new style particle accelerator that included Gwen's new fabrication techniques.

"It is theoretically possible to force new protons, neutrons and electrons onto an existing element at a molecular level if we can bombard them into the element with enough speed. Without Gwen's new fabrication techniques, it would have been impossible without several thousand kilometers of accelerator. Combining her new fabrication techniques with Stark Industries compact accelerators we could do it in this lab. If we use Palladium as a base, we can create a synthetic version of Vibranium to act as the new core for your arc reactors."

Tony stood up and looked at the new accelerator design.

"That's it! You're a genius Martha. That's exactly what my father proposed. Well, an accelerator but he had no idea how to do it without building it across several states. He was also afraid he'd make a blackhole, or antimatter."

Martha shook her head.

"No, I merely took technologies that already existed and adapted them to a new accelerator specification. Gwen is the genius without the fabrication techniques she designed and built the prototypes for this would not have been technologically possible."

Tony seemed to barely notice Martha's correction.

"Let's get started on this right away. Slice the fabrications up into different parts. Split them up we'll get it done faster."

It took the trio almost a week of work to get the new accelerator up and running. Actually, synthesizing the new element took four tries to get the particle stream correct which was mostly a matter of tightening up the math. During the week, after work Martha and Gwen had gotten up to no good so to speak. They had tested the new Spider-Woman suit, or armor because it was basically just super thin armor. Gwen had helped Martha install an iron-silk grappler and a net launcher into her armor.

Tony was going to take them all out to dinner to celebrate, but they had to cancel when he received a call from Pepper. Gwen received a similar call, but it was from Coulsin. They pretty much went the same. Fury was activating the Avengers initiative. Tony resisted at first, but Pepper convinced him otherwise. Gwen just responded she'd get hold of Spider-Woman. Gwen looked at Tony.

"I need to go find Spider-Woman. Can they use the helipad to pick her up here?"

Tony nodded. He rushed off. Gwen looked at Martha and gave a small shrug.

"Sorry, I think they aren't involving you because Fury knows you're a minor. You have a key; you should go back to my place. I'm not sure what is going on but if it's in New York, I doubt it will make its way to Queens. Bad stuff always happens in Manhattan and the Bronx, not so much Queens."

Martha nodded.

"You should use the new suit; It offers better protection."

Gwen nodded.

"Fine. It just feels weird. Like if I get hit by electricity or something that its going to fall off."

Martha shook her head.

"An illogical fear. They are shielded."

Gwen rolled her eyes and ran outside. As she ran between Manhattan buildings she slapped on her bracers. By the time she reached the other side she was in her new costume. Which basically looked like the old one. With a few jumps and a web slingshot she was standing on the helipad waiting. Soon after she arrived a strange-looking jet arrived. It had repulsor based thrusters and was VTOL. It had stylized SHIELD logos on the wings. The ramp lowered and inside was the red-haired agent Gwen had seen several times but never actually met. There was a middle-aged man in a dumpy looking suit who appeared to be extremely uncomfortable being there. She would later find out the jets were called Quinjets. She had no idea where the name came from, but it didn't matter. They did the job. It dawned on her she'd never actually been on a plane before. So was slightly giddy. The agent handed her a headset. Spider-Woman moved to pull her hood down, but the armored suit flickered, and a wave went through it as it rearranged itself to absorb the hood. She paused briefly at that before pulling the headset over her ears. The agent spoke.

"Agent Natasha Romanoff, and you are Spider-Woman. Neat trick. Stark make that for you?"

Spider-Woman shook her head.

"No, one of his interns. You probably know her."

Natasha nodded.

"I can guess which one. You'll be briefed once we reach the helicarrier."

Spider-Woman flipped her thumb back at the middle-aged man.

"Who's he? He not like flying?"

Natasha shook her head.

"No, he just doesn't trust himself in enclosed spaces. Try not to make him angry, okay?"

Spider-Woman shrugged.

"I'll try my best but apparently I get under people skin."

Natasha smiled slightly.

"I know the feeling."

The Quinjet went ballistic and burst through the clouds. Spider-Woman's lenses went wide mimicking her own eyes when she saw the SHIELD helicarrier for the first time. It was literally a flying aircraft carrier. Though due to some sort of camouflage the bottom of the carrier appeared to be just part of the sky.

"How the hell did I not know they existed?"

Natasha advised the helicarrier of their impending landing. Then looked at Spider-Woman.

"SHIELD is very good at keeping secrets."

The Quinjet shook slightly as it made contact with the deck. Spider-Woman could feel the constant vibration from the massive turbines keeping the carrier aloft. Spider-Woman kept a calm demeanor, but under her mask Gwen was gushing. This was a technophiles dream. The deck was a very loud place. Natasha led Spider-Woman and Bruce through the ship and up to the bridge. The helicarrier started to gain altitude quickly. The members of the Avengers Initiative gathered around a conference table adjacent to the bridge. Tony was there, not in his armor. Captain America was there. He seemed a little surprised to see Spider-Woman. He pointed at her.

"What's she doing here?"

Fury crossed his arms.

"Well, she managed to take an explosion to her back that would have left you in the hospital and got up and walked it off like she'd just slid into home base. And she kicked Stark's ass. I'm willing to give her a chance where this is concerned."

Tony looked slightly embarrassed.

"Hey, I was going easy on her, she's a woman."

"Oh, shooting at me with repulsors and missiles was going easy on me? Wanna go again?"

Cap gave Tony a dirty look. Fury held up his hands.

"Enough. We have a serious problem. Two days ago an alien artifact known as the tesseract was stolen from a secure SHIELD facility by an entity calling himself Loki. As in the Norse God Loki. He managed to turn two of the most strong-willed men I know into boot licking yes men with a touch. He then proceeded to walk out and we couldn't stop him."

An image of a blue cube with a glowing core appeared on the display of the table along with a massive amount of data. Spider-Woman looked uninterested. Gwen on the other hand was recording every single bit of it with her suit's built in computer. Steve looked pissed when he saw the image on the table.

"What were you doing with that? It's dangerous!"

Fury pointed at the image.

"What we had to do to protect the human race. You do not understand the threats we're facing. I do. There are things out there that would enslave us all if given half a chance. Unfortunately SHIELDs defenses are not ready to deal with a threat of Loki's caliber so I've activated the Avengers Initiative. We need to track down the tesseract and secure it from Loki by any means necessary. We're talking end of the world shit here. We don't know what Loki is up too but it is not good."

Bruce and Tony started discussing how they'd track it down. Spider-Woman didn't interject. Gwen wanted to desperately but she might reveal her identity, so she just pretended to stare off into space. Fury looked at her.

"Any ideas, Spider-Woman?"

Spider-Woman snorted.

"Call me when you find him. I'll throw down but if you want something scienced talk to Gwen Stacy and that new friend of hers."

Fury nodded.

"You know, that's not a bad idea."

Tony stopped mid-brainstorm session and looked at Fury.

"No way, they're just kids."

Fury crossed his arms and focused his one good eye on Tony.

"Kids who fixed your little problem. One of them has already developed a weapons system that's use could be construed as a war crime. The helicarrier is secure."

Natasha shook her head.

"Not with him here."

She motioned to Bruce who held his hands up.

"You said all you needed me for was tracking him. I won't agree to drag children into this."

Spider-Woman decided to get involved at this point.

"Look, they're not kids, they're fifteen years old. They're practically adults."

Tony snorted.

"They don't even have driver's licenses."

Spider-Woman retorted in a mocking tone.

"Yet one of them has a suit of power armor to rival yours."

Tony held up his finger.

"A suit of power armor with no weapons."

Spider-Woman shrugged.

"Touche."

Coulsin approached the group.

"We're going to need to table this discussion, we have a location on Loki. He's in Germany."

Tony and Cap were already getting ready to leave. Natasha looked at her. Spider-Woman had made no indication she was going to follow the pair.

"Are you coming?"

Gwen swallowed hard under her mask. This all seemed fine up until now, the idea of flying to Germany and facing down someone who referred to themselves as a God was starting to sound a bit out of her league. She was after all just a fifteen-year-old girl. She was about to say no, then she realized her parents would be in Germany this week. She felt sick in the pit of her stomach. No way her dad and Erica would stand by if people were in danger. Spider-Woman nodded.

"Let's go."

As they were walking towards the hanger Cap grabbed her upper arm and whispered to her.

"This is dangerous. You should go home."

Spider-Woman shook her head and whispered back.

"My dad is in Germany; I'm not going to let some demented wannabe god hurt him. Would you stay here?"

He released her arm.

"No, I wouldn't. Be careful and stay behind me."

Spider-Woman patted him on the back.

"How about you stay behind me? I actually have armor. I got this."

Cap shook his head and the pair hurried to catch up to Natasha. Cap sat in the co-pilot's seat. Spider-Woman sat down in the back. She started going through the holo-display her suit provided. Basically, she was starting to read the instruction manual to determine exactly what her new armored suit was capable of. The trip didn't take long. Well as long as she was expecting. It was an hour and fifteen minutes or so.

She and Cap jumped out of the back of the Quinjet. She was shocked to see some guy dressed up like he was on his way to one of Peter's LARP events. Complete with staff and glowing blue crystal. She realized he was extremely attractive. She gave a brief sigh because he was also apparently insane. He was monologuing. Cap jumped in between an old man and Loki. Loki unleashed a blue beam of energy from his staff. Cap's shield was Vibranium so he pretty much seemed unphased. The crowd started to scatter but she heard a few cheering when they saw her. Then another voice cut through the crowd.

"You're under arrest!"

Gwen rolled her eyes under her suit, flicked her wrist and webbed her father.

"Okay gramps."

She looked at Erica.

"Get him out of here before he gets hurt, please."

Cap stood beside Spider-Woman and spoke quietly.

"Was that really necessary?"

She nodded.

"Absolutely. So, you want first crack at him?"

Cap didn't answer he just threw his shield at Loki. It made the Asgardian stumble backwards. Cap lunged at him, and the pair got into a scuffle. Natasha was speaking through the Quinjet's loudspeaker demanding Loki stand down. It was obvious Loki was a very skilled fighter and stronger than Cap. Spider-Woman flicked her wrists and connected with the staff which she yanked out of Loki's hands. Apparently, he wasn't as strong as her. She caught it. She waved it around.

"So how does this thing work? Expelliarmus?"

She pointed the staff at Loki who dove for cover. The rock she hit exploded.

"Wow, I can't believe that actually worked."

Loki's form blurred as he rushed towards her. She was surprised and her spider sense went off unfortunately she couldn't figure out which one was the real one and the next thing she knew he had stabbed her in the abdomen with a dagger. She was shocked because it somehow managed to pierce her armor. His form solidified as he grabbed the staff out of her hand. She clutched her side with one hand and swung her right hand at Loki's face.

"Hey that hurt!"

Loki was obviously not expecting the kind of strength Spider-Woman had because he laughed at her swing. He wasn't laughing as he smashed through a tree and into a car. Her armor's Scottish AI spoke.

"Stapling wound. Seek medical attention immediately. Further combat may result in unacceptable blood loss."

Spider-Woman looked up when she heard AC/DC blasting through the speakers of the Quinjet. Then two repulsor blasts sent Loki flying again. Tony opened all his weapon ports.

"Resist, I dare you."

Loki held up his hands. Spider-Woman started walking towards Loki. She had the dagger he'd stabbed her with in her hand. Cap grabbed her arm.

"We don't hurt people who've surrendered."

She glared at Loki.

"Just one small stab, please Cap?"

Cap took the dagger out of her hand and slid it under the side of his belt. Natasha landed the Quinjet. After fifteen minutes they were all loaded on to the Quinjet. Cap knelt beside Spider-Woman with a medical kit.

"You're going to need to take this off before I can get a dressing on it."

He was looking at her abdomen and didn't see any holes.

"Where'd he get you?"

Spider-Woman touched the left side of her abdomen. She realized while the armor hadn't stopped the dagger it had managed to shift the blow, so it was a flesh wound rather than something more serious. She concentrated and a hole opened in her suit where she'd been stabbed. Loki was smirking as he watched. Like he'd won some victory. His smirk faded when Cap noticed the wound wasn't bleeding anymore.

"It isn't bleeding."

Spider-Woman glanced down at it then glared at Loki as if trying to assert dominance.

"I told you I healed fast. Suit sealed it up. By the time we get back to HQ I'll be fine. Takes more then some wannabe god to hurt me for more than a few minutes."

She sealed the suit up again. Cap stood up and a new respect for her entered his blue eyes.

"Glad you're okay."

He moved to the front of the jet and had a hushed conversation with Natasha and Tony. Loki looked at her.

"Are you Asgardian? A Valkyrie in disguise? Did he send you?"

Spider-Woman didn't shift too much. It was easy to keep a brave face with the mask but getting stabbed hurt. Like a lot!

"Did who send me?"

Lightning flashed outside. Loki jumped. Tony made a snarky remark about him being afraid of a little lightning. Loki responded.

"No, it is what comes afterwards."

Spider-Woman shook her head.

"What? Is Thor coming next?"

Loki actually looked frightened by her question. Her spider-sense started screaming at her. Then something hit the top of the Quinjet. Tony walked past them to the ramp.

"Gonna take a look."