HALT THERE!

Before you can continue, this is based off of Volume 2 of Ultimate SpiderMan: Learning to Crawl. If you are new or just came across this story and had not read the previous FanFiction of this series that was reimagining if Peter Aunt and Uncle adopted a daughter and she also contained spider powers along with her cousin on a school field trip. Please read the first one before taking a dive into this one, for certain things changed.

Also, if you are the previous people that already read the first one. I want to congratulate you for your loyal service! I don't think I could have pushed myself to write this without y'all and I want to personally thank you! I know I still need to work on my writing, but the more I train, the better I can possibly become.

Now we got that settled, let's go through the basics!

Note: This is nothing but a FanFiction of the Ultimate SpiderMan series! I don't own any of the characters besides those that are not from the original comic. This is nothing but my wild imagination I made back in middle school. Only changes would be made from my OC point of view and her interaction throughout the story. Also this was an inspiration from another FanFiction I read by FireFox09. Sad they never finish nor continue it and I hope they are okay.

Anyway, let's countian on the Amazing Spider-Man and the Lovely Lady Arachnid~


Three bank transport security guards were knocked back by an invisible force. Their bodies jitter from the impacted shook. A tall, thin man in a purple trench coat and goggles stood before them with two strange devices clamp to each of his wrists. He grinned ear to ear seeing that his invention worked.

"You rent-a-cops think you make enough hours to take another hit from that?" he scuffed, pulling the tiger as he pointed his shook-gloves at one of the defenseless security guards. Blood seeping from his nose. "Hand over a couple of bags, and make it snappy," demanded the man, as he lay off the trigger to let the guard to catch his breath, "I have a full plate today,"

"Please," the security guard begged for his life, shielding his now blood cover face with his arm, "Please, just take-take whatever you want!"

The purple trench coat man sneered. Getting a bit of pleasure seeing this man begging for mercy before him, "No," he aimed the weapon towards the security guard. "I want you to crawl over here and hand it to me. I want you to give it to me,"

"Oh, if you say so," rang a voice, before a fist slammed into the man's face. Knocking him to the ground, "But you walked right into that one!" a young man appeared in a red and blue spandex suit with a noticeable spider symbol on his chest and back. Spiderman tilted his head to the side to inspect the purple trench coat man, "Who you supposed to be? The vibrator?" he asked.

The man scuffed as he struggled himself up from the ground, "Maybe nobe, you puffer!" he called out, raising up one of his shocker-glover and pulled the trigger. But a ball of web cloaked over the device, causing it to backfire of the beholder. The man screamed as smoke rise from his suit and was knocked back to the ground. Unconscious.

"That was very reckless of you," said a soft, cool voice. Spiderman looked over at the security truck transporter to see a female counterpart. But her outfit was purple and gray. Along with a hood cloaked over her shoulder like a small poncho.

"I had it handled, Achnid" said Spiderman, as he crossed his arms over his chest.

Lady Arachnid giggled. "Aha, sure you did," she teased, giving a flirtatious vibe as she jumped down and held out a hand to help up one of the security guards. "Hey there, are you all right?" she tried to show a friendly smile under her face cover masked.

Spiderman sighed, "More important, you have a cell phone on you," he looked over at the unconscious man, "Now would be the best time to call the cops,"

"Just take it!" said the security guard, as he held up a money case up to Arachnid's outstretched hand. She pulled away and looked over at her partner, who had the same shocking reaction under his masked. "Just take what you want," the man begged, assumedly still traumatized at what happened. "Please, just take it!" he stepped forward, pushing the case into Arachnid hands but she pushed back.

"No!" she cried out, "We don't take charities,"

Put the man keep pushing the money to her and looked at Spiderman, keep begging them to just take the money.

"You heard my partner. No," he raised up his arm and shoot a string of web onto a nearby tower and pulled himself away. "Thanks, but it doesn't match anything in my wardrobe," Arachnid quickly followed behind him, leaving the stunned and confused security guard as they both fade out of view.

Achanid was the first to land on top of the school building and removed her masked. Shaking her hair as it fell over her face, "What was that?!" she asked, removing her gloves and rolling her sleeves up to her elbow. Becoming a regular fifteen year-old once again.

Peter revealed his face and was doing the same thing with his gloves and rolling up his sleeves, "I don't know," he shrugged, "To many shock treatment, I guess," he then sighs, "It would be nice if we had some money," he pulled out two pairs of clothing out his bag. He handed a pear to his cousin. "If we still had that weaseling job, we probably have enough money to make more webbing,"

Nova nodded as she pulled a black shirt over her costume, "How much do we have left?" she asked, pulling her loose pants over the rest of her costume. Looking more like a regular teenager now.

"Enough to last for a week, if we cut using it for transport and idiots like the Shocker," said Peter, zipping up his to store away their gears.

"The Shocker? Is that's what you're going to call him?" asked Nova, as they both made their way to blind with the crowd of students. Without being noticed or detected.

"Yeah, do you have a better name for him?" asked Peter, shifting the bag over his shoulder.

Nova shook her head, "Not really, I'll leave the name calling to you," she flash a smile at him before going to her locker on the way to their classroom. As she went to grab her things, she overheard a familiar sweet voice twenty lockers ahead of her. A sly smirk spread across her face. "Hey Pete," She ringed, grabbing her cousin's attention, "There is your girlfriend over there," she pointed at a red head girl down the hall, Mary Jane. As she hangs at her locker along with another girl, Liz.

Peter's face flustered, "She is not my girlfriend," he muttered, looking at the scuffed floor beneath his shoes. "Besides, we have not talked since, you know,"

The still freshly sore pain reopen once more. For it has been over a few weeks since the death of Uncle Ben. Nova tries her best to move on and keep her mind focused on other things or force a smile that she is okay to the public eyes. For she was not the only one. May tries to put on a brave face every morning when she gets ready for work. But when night time comes, Nova could hear the old woman weep for her lover missing in their once marrigible bed. Even Peter himself mourns differently by going out at the streets of nights to take out criminals off the street to not suffer the same fate as them.

"I know," Nova try to hold up a smile, "But honestly, it seems you have been avoiding her,"

"I am not," scuffed Peter, crossing his arms.

Nova raises an eyebrow, "Really?" her smirk returns.

"Yeah, really," Peter said, getting a little annoyed.

"Well here is your luck, she is heading this way," Nova said, shifting her head towards MJ and her friend heading their direction. Peter's whole body stiffened as he quickly turn around and pretend to be unlocking his locker, even though it was not his. As the two girls passed by them. The beautiful green eyes redhead shyly flashed a simple smile at the Parkers. Peter caught a glance of it and his whole face turned a blushing red.

Once the girls were out of ears reached, Nova's twisted smile spread wider across her face. "You should asked her out,"

Peter snapped out of his trance, "huh? What!?

Nova rolled her eyes as she shut her locker before continuing down the hallway to their class, "I'm telling you," she warned Peter, she constantly tells him almost everyday, "You need to speak up or else your chances will fly out the window. And I know you would be kicking yourself for it," she said, seconds before they got to class. Up ahead, MJ was already in her usual seat. "Talk to her," Nova strictly whispers to her cousin.

As they took their seats in the back of the class. Peter sat right across Mary Jane. But Nova's cousin would not master the strength to speak to the pretty redhead. Lowering his head in shame as the teacher started up the class with a road call. Nova sighed as she glanced at the empty seat beside her. Feeling the empty void grow even bigger as one other person was missing in her life.

It's been weeks since anyone saw Harry right after his father attacked the school as a giant, grotask monster. Not even Nova had a chance to say goodbye or had ways to contact him. She no longer had a phone, making feel withdrawn and out of touch with everyone. Mainly with MJ, who constantly tells Peter and her they needed to get cellphones. But Peter says they were unnecessary while Nova could not afford or has a way to get one, unless it was by May herself. But with the money problems they are having, they would even be lucky to have food on the table at all.

Financials became really tight and May would go on without food. She claimed she had eaten but Nova could hear her stomach rumble in hunger. Even Nova offers half her food for her adopted mother, but May would turn it down and say she needs it more then her. Which Peter would comment May was right along with other things Nova needed the food to benefit her daily task. But being a secret hero, Nova was constantly hungry and seemed to be burning a lot more calories than what get. Occasionally, people they help and or saved often a hot dog or a fresh made sandwich at vendors to the teens, who would be happily accepted in a heartbeat with hunger. If they managed to get some extra, they both bring the goodies back to May only for her to raise her nose in the air and throw it away, for it was "Not healthy". That was a low blow to the teens with the effort they brought it back home with no pockets. But May was more stubborn than ever and worked the hardest to keep the roof over all three of them on her own. Then again, she was also struggling and they could see the stress in her eyes, even though she held that smile on her face. Nova even took the initiative to help around the house along with her cousin by cooking dinner, cleaning house and tending the lawn. Which did put a load off May's shoulder that one time, she started to cry and hugging them both so tight. It even encouraged Nova to work harder and learn how to balance money and food as the days went by, but it was enough with May's income for the three of them and the teens' growing appetite growling in their stomachs.

As Nova participate sit in class, she could feel the hunger pain growing as she leaned over her desk, holding back a groan as she tried to keep her focus on the lecture. That's when her ears perk to a conversation behind her mentioning Lady Arachnid.

"Whisper man, I can't handle more detention," a young man beside Kong hissed as he rambled on back the two spider superheroes.

"I mean it, man," Kong said, lowering his voice to Flash sitting in front of him, who was facing him. "if I was there in Brooklyn this morning, I would have snapped a photo of them at that moment!"

"Wait, they were in Brooklyn?" Flash hummed as he leaned over the back of his seat, "Damn, wish I was there and ask Lady Arachnid her number."

That made Nova's eyes roll.

"I mean it man, focus," said Kong, his voice raising up with excitement that the boy next to him hushed him once again. "My ol' man told me that the papers are offering like a boatload of dough for pictures of Spiderman and Lady Arachnid."

"Seriously?" Flash drawn in. So did Nova, that her head turned for a moment before turning back to the board ahead of her to not get caught. It sounded so unrealistic but it is a fact for people on the streets who desperately wanted pictures of them while they were suited up with their phones. But none of them ever turn out good in the news or on any streams. It almost feels like one of those Bigfoot sightings.

"Yeah man," Kong continued, Nova leaned back to listen even more. "He was right here twice in a row in Brooklyn and twice I missed my opponent, yet again!"

Flash snarked a laugh, "What is the point of having a smartphone when you can't use it right?" Flash mocked his friend. "They were here during that monster attack, you were too busy screaming like a little girl for your mommy then the shot right there."

"Dude!" Kong growled, getting heated up by his friend's comment, "We were all freaking out! The school was on fire and we could have died by that-that thing!"

"Kenneth McFarlane!" Called out the teacher, "Do I need to send you to the principal office for disturbing the class, yet again?"

The whole class chuckled as Kong sank in his seat and mumbled, "No…."

"Good," the teacher said before turning back to the lecture.

Nova turned her attention at Kong to see him sourly in his thoughts as he continued to mumble. "You are all going to see. Someone's gonna bump into them and get that big money for nothin' but take a pictureâ€"and it's goin' be me!"

Nova shows some pity at Kong that she turns to her cousin's detection who was also looking in the same direction at her with that I got a plain look on his face.


"I can't believe you're doing this," Arachnid grumbled on the side lines, as she watched her partner jump backwards looking surprised as the camera flashed before reloading a next shot. Which Peter found in the basement of his fathers things that was left behind. It looked old but seems to be working fine with other things Peter found and set up in the process.

"Money is money," Spiderman said before leaping in the air with another flash taken. "Dang it, I think that only got my foot there," he mumbled before crawling in the wall that was behind him moments ago for another pose before a flashing light.

Arachnid sighed and only shook her head. "This is rediculous," she said, with her arms crossed, "And you don't believe you can fool anyone that 'Spiderman' allowed a random teen from our school taking a picture of him?"

"And you were going to allow they guy that bullied us have it instead?" Spiderman side-eye her under his mask, with another flash taken. "Oh! I think that was a good one!"

"That's different," Arachnid tried to defend herself but she knew he was not wrong either.

"Well we need the money more than ever then that fat freeloader," Said Spiderman as we went to angle the camera in a different direction, "He cares only about himself and doubts he will spit that money with us, even if we asked him kindly."

"How would you know?" Arachnid asked but Spiderman would turn and look at her, seemily looking at her with disbelief. "I'm sorry, I thought maybe it would be safer for someone to do it rather than us to look less suspicious. That's all I'm saying."

Spiderman sighed and walked to her, "Look, Aunt May is struggling, and if there's a lot of money that Kong was going on about, it could help her a lot more along with the percentage we can keep for ourselves for the slingshotters as well, which I really need the ingredients kept in stock."

"Yeah…you're right," Arachnid said before a flash hit her direction that surprised her. She turned her head and saw the camera, directed to her. "You-you trick me!" She growled before leaping towards the camera and Spiderman quickly tried to hold her back.

"Good! Show some personality!" Spiderman said, "Wait, did I even put any film in?"