A.N: Welcome to Chapter 3 of Along Came a Spider... which is also called that!

Enjoy!

Chapter 3: Along Came a Spider

As fast as she could, Carrie ran from the red car. One minute, she was looking at the material again, and then she heard a guy yell at her, "Hey, freak!". She turned to see three people inside the car and the one who drove it was Chris' boyfriend, Billy, if she remembered correctly. While Chris and the other Ultras weren't in the car, she still knew who the others were, Kenny Garson and Jackie Talbot.

Kenny was in the passenger seat and the moment he opened the door, Carrie ran off. She heard them hollering at her as she ran. She kept turning at every corner hoping to throw them off, but they always kept up. Carrie turned into another corner, and to her dismay, it was a dead end. She turned around and the car stopped a few feet away from her. They got out with sadistic looks on their faces and Billy was holding a strange black device in his hand that had a glowing blue tip.

"Yep, she has something. It's in that bag, take it.", Billy ordered.

Unknown to any of them, Spider-Man was watching from a rooftop nearby after following the car.

'Wait, that guy has a S.H.I.E.L.D weapons and tech scanner. They use it whenever there's a piece of alien or stolen S.H.I.E.L.D tech is nearby. Looks like Shocker's using any random schmuck to work with him in recovering the stuff. If I can get it, I can integrate it into my suit and find the other tech easily.', he thought.

Kenny and Jackie grabbed Carrie by her arms and drag her to Billy. Jackie takes the bag from Carrie and tosses it to Billy, who takes out the Programmable Matter from it. He lets out a whistle as he held it in his hand.

"I don't know how a freak like you got your hands on something like this, but thanks for the gift. Oh, and Chris says hi.", Billy said.

He then slapped Carrie's face hard, making the boys laugh and Carrie yelp in pain. Billy then slapped Carrie hard again on the other cheek.

"Stop it!", she begged. "Please, just stop!"

"Shut up, bitch. What, you gonna call God to save you? Or Spider-Man?", Kenny sneered.

"Ta-da!", said a voice above them.

Everyone looked up and widened their eyes as they saw Spider-Man on the wall of a building nearby.

"Say my name and I magically appear!", he said.

"Oh shit, it's him!", Jackie exclaimed.

The wall crawler leapt down and fired a web at the device Billy had, yanking it away from him ("Yoink!") before firing another web at his face. Kenny and Jackie let Carrie go and ran towards Spider-Man. Jackie threw a punch, but Spider-Man fired a web at Kenny and pulled him in front of him, taking the punch instead and sending Kenny to the ground. The web head then landed an uppercut on Jackie, sending him a few feet off the air and then yanked him down hard, knocking him out.

Kenny then got up and threw a punch at the wall crawler, but he dodged it before webbing his eyes and kicking him to a wall he then webbed him to. Kenny began to yell at Spider-Man, "Oh, you motherfu-" before his mouth ended up getting webbed shut.

Spider-Man then saw Billy rip off the webbing from his face before pulling out a switchblade.

"Woah, buddy. Why don't you just put that thing down and we'll-", Spidey was saying before Billy swung the blade at him.

The web slinger dodges the attack with a backflip and fires a web at Billy's chest before pulling the bully towards him and hitting him with a devastating clothesline, sending him to the ground hard. Spider-Man then nonchalantly fired a web at Billy's chest that trapped him on the ground as the punk groaned in pain. For a final touch, Spider-Man also webbed up Billy's mouth.

"Ah, nothing like stopping a group of guys beating down a girl than by beating them down. You alright?", Spider-Man asked Carrie, holding out a hand to help her up.

Carrie, taken aback by his intervention, was frozen in place, her mind still processing what happened. She almost didn't see his hand reach out for hers. She shakingly took his hand and got up before suddenly hugging him.

"Oh, uh, you're welcome.", he said.

She let him go and stared at him in wonder.

"Y-You're Spider-Man! I-It's really y-you!", Carrie stuttered.

"Yep, the one and only. You okay?", he asked.

"Y-Yeah, I-I'm okay, thank you.", she replied.

He then saw the Programmable Matter on the ground and picked it up, getting a better look at it.

"What is that?", Carrie asked as she looked at it.

"Programmable Matter. It's an armor material that S.H.I.E.L.D has been developing lately. Highly advanced stuff. You can make it into anything if you know what you're doing. Where did you find this?", he asked.

"In front of my house this morning. I didn't know what to do with it, so I just kept it.", Carrie replied.

Spider-Man kept looking at the material before looking at Carrie.

"Those guys, you know them?", he then asked.

Carrie nodded.

"Those two go to my school, except him over there.", she said, pointing at Billy.

Spider-Man let out a hum.

"They always give you a hard time?", he asked.

"Yeah, but... yeah...", Carrie said with a sigh.

It was obvious to him that there was more she wanted to say, but he decided not to push it further.

"I'm sorry. I've been there too, you know.", he said.

"You have?", Carrie asked, surprised.

"Yep, I went through it all. Thrown into lockers, got water balloons thrown at, threatened, the whole shebang."

"But you can do all those things. Why not fight back?"

"I had a few reasons, but there were two in particular. One; I'd attract a lot of attention. I mean, I was a scrawny little guy before this, so can you imagine if the little guy suddenly threw around the big jocks that picked on him around like they weighed nothing? That'd be pretty suspicious, don't you think? And two...", he then sighed before continuing, "Look, I did want to get back at them, really. I mean, after I got my powers, I really wanted to get a little revenge on them. Who wouldn't want to use them on their bullies, right? But then, a wise man said to me, "With great power, comes great responsibility.". I was a little reckless when I discovered my powers, I'll admit it, but after hearing him say that, it was a wake-up call to not let it get to my head. I don't know what would've happened if it weren't for that."

Carrie noticed the melancholy tone he took when he said that.

"He sounded like a nice man.", she said.

"The best of the best.", Spider-Man replied before clearing his throat. "Well, I guess we should go now and let the cops handle the-"

He was suddenly interrupted by the sound of a phone ringing. It came from Billy's pocket, so Spider-Man went up and took it from his pocket. He saw that someone named Chris was calling him. The picture showed a girl with toned skin and curly brown hair. He showed Carrie the phone and she visibly shuddered seeing who it was.

"Let's see where this goes.", the web head said as he answered and put it on speaker.

"Billy, where are you? Are you done with that thing you were talking about?", Chris asked.

"Billy can't come to the phone right now. He and his buddies are... caught in a web. Several, actually. They're fine, by the way, though maybe they should pick up new hobbies instead of, you know, slapping around girls and laughing about it. Maybe then, they wouldn't be where they are right now.", Spider-Man said.

"Who the fuck is this? This isn't funny damn it!"

"Whoa, you kiss your mother with that mouth? There could be kids around, you know.", he said. "Anyway, Billy's gonna be going off to jail now, so if you wanna see him, you can go to the police station for that."

"Do you have any idea who you're dealing with? He'll be out in no time.", said Chris.

"Oh, you're one of those, great.", the wall crawler panned.

"What the hell is that supposed to mean?"

"Listen, I know how people like you work; always using whatever influence you have to get what they want. Well, I have a little influence myself, and if I were you, I'd just stop whatever you're doing and spare yourself from what I can do. I'm giving you this one chance and I would seriously take it.", Spider-Man said in a serious tone.

"Don't make me laugh. I'll fucking bury your ass, you'll see.", Chris sneered.

"Again with the language!"

The call then disconnected and Spider-Man tossed the phone aside before seeing the scanner he was trying to get earlier.

"By the way, did a guy named Schultz give you this?", he asked, picking up the weapons and tech scanner.

Billy struggled to free himself and let out a muffled grunt.

"Thought so.", the wall crawler said before turning to Carrie again. "I think we're done here. You ready to go?"

"U-Uh, y-yeah, it's just... nevermind."

He saw again that she wanted to say something but decided not to. Again, he decided not to push her to say anything.

"I can take you home if you'd like.", he offered.

"O-Oh, you don't have-"

"Come on, I insist. That way, you don't have to deal with guys like these again."

She looked at the webbed-up bullies and nodded.

"Ok, s-sure. I, um... I l-live at 47 Carlin Street."

"Great, just point me in the right direction and we'll be there in no time. I have to warn you though, this might get intense."

"Wait, are we going to...", Carrie said, realization dawning on her.

"Yeah, unless you don't want to. I won't force you or anything, I promise. We can find another way if you'd like.", Spider-Man assured her.

Carrie's first instinct was to say yes in regards of finding another way home with him. After all, the thought of being swung around high above the city was downright terrifying. The thought of something going bad also nagged in her head. But at the same time, she didn't want to run into anyone else like she did just earlier with Billy and his friends.

That, and the amount of attention she would get when people saw her and Spider-Man walking the street together. She shuddered at the thought.

After some thinking, she decided to go for it. She figured that since she's with Spider-Man, the possibility of things going wrong was slim to none.

"No, I'll do it.", she said.

"Alright, well... wait, I just realized I didn't get your name."

"Carrie. Carrie White."

"Well, Carrie White, welcome to Air Spidey. Are you ready?"

"I... I guess. So, how do I do this?"

"Here, put your arms around my neck and wrap your legs around one of my legs. Doesn't matter which side you're on."

Carrie did as he said, keeping a firm grip on him. She blushed slightly when she realized how close her face was to his.

"Like this?", she asked as she followed his lead on what to do.

"Yeah, just like that.", he said. "Are you ready?"

She nodded.

"You nervous?", he then asked.

"A little.", she admitted.

"Don't worry, if anything happens, I got you, okay?"

Carrie nodded.

"Alright, here we go.", said Spider-Man. "Wait, just one more thing."

He then turned around at the webbed-up Billy and fired a web at his crotch. Billy let out a muffled scream as a result.

Carrie had to stifle a laugh by covering her mouth.

"W-Why?", Carrie asked, trying not to laugh.

"Eh, just felt right.", Spider-Man said. "Now, let's go."

He leapt up and fired a web to swing away. Carrie gasped and buried her head on his neck so she wouldn't look down. Whenever she tried to open an eye, she would immediately shut it tight. After several attempts, she then took a deep breath and turned her head around to see the view. Her eyes widened as she saw how high the two of them were. She wanted to scream, but to her own surprise, didn't.

Instead, she was taken aback by the view and let out a small gasp. The fear she first had turned into adrenaline and she let out a small laugh.

"You doing alright?", Spider-Man asked as he looked at her.

"This is amazing!", Carrie exclaimed.

She then let out a loud, "WOOHOO!" as they swung by several people who looked up in surprise. While they didn't get a good look at Carrie, Miss Desjardin, who was about to get into her car, did, hearing Carrie's exclamation and looking up with her eyes wide.

"What the heck?", she said.

A few minutes later, the two arrived on Carlin Street and landed softly on the road. Carrie saw her house and saw that her mother's car wasn't there, much to her relief.

"There we go. You had fun, didn't you?", Spider-Man asked, smirking under his mask.

Carrie was at a loss for words. Instead of saying anything, she just hugged him.

"I'll take that as a yes then.", he said.

She let him go and looked at him with wonder.

"That was amazing! You're amazing!", Carrie said.

"Wow, amazing?", the web head said with a small chuckle, rubbing his neck. "I... actually really needed to hear that, so thanks."

"Why? What's wrong?"

"Well, things have been pretty... hectic, to say the least. Bunch of shenanigans happened that ended up with me being here. Hearing that made me feel a little better, so again, thanks."

"Y-You're welcome. And t-thank you, again, for saving me. I was so scared.", replied Carrie.

"No problem. I'll make sure those guys don't go anywhere any time soon."

Carrie nodded.

"H-Hey, can I ask you something?"

"Sure, fire away.", Spider-Man replied.

She really wanted to tell him about her powers and if he could help her use them, but she couldn't bring herself to do it. Here she was in front of someone with spectacular abilities of his own, witnessed him in action using said abilities, and had many chances to tell him about her own powers (and even about her own troubles), and she still couldn't get those words out of her mouth.

'Come on, you idiot! Just say it!', she mentally scolded herself.

"Actually, nevermind.", she said with a sigh.

"Come on, you can ask me anything.", he assured her.

"Well..."

She still couldn't get anything out and started to feel more embarrassed.

'I'm so hopeless.'

"Oh, I get it.", Spider-Man said.

Carrie gulped, thinking that he could read her mind somehow.

"You want to ask if I can help you defend yourself if something like this happens again.", he then said.

She let out a silent sigh of relief as he said that.

"Um, yeah, that.", she said, going along with it.

"Well, I think I can show you a little something. Come on, put 'em up.", the web head then said as he put on a light fighting stance.

"A-Are you s-serious?", Carrie asked, eyes wide.

"Yeah, come on. I can teach you teach you a thing or two."

She took a deep breath and copied his stance as best as she could.

"First thing; don't let the adrenaline get to you. Breathe slow, deep and relax. Hips square to your opponent, let them make the first move. Now use your feet, and when they go off balance, look for an opening.", he instructed.

Carrie softly put her fist on his open palm, tapping it lightly.

"Like that?", she asked.

"Yeah, yeah that's it.", he said. "Okay, now this time, let me have it. Right in the jaw, alright? I can take-"

*WHAM*

Carrie gasped and covered her face with her hands.

She couldn't believe what she just did; she punched Spider-Man in the jaw!

The moment he said, "I can take it.", she just let herself do it without thinking twice. Now she wishes the earth would swallow her whole.

"O-Oh, God! A-Are you okay?!", she exclaimed. "I'm so, so sorry!"

Spider-Man, to her surprise, chuckled.

"No, no. That was good; great, actually. You're strong, you know that?", he said.

Carrie felt relief wash over her and smiled.

"R-Really?", she asked.

"Yeah, you got me good there. A little more practice and soon, guys like those back there won't want to mess with you.", Spider-Man said.

'If only things were that simple.', she thought.

Still, him saying that made her smile.

"Well, I'd love to stick around a little longer, but I've gotta go. It was real nice meeting you, Carrie. It was a blast.", the web slinger then said.

Carrie happily nodded.

"It was nice meeting you too.", she said.

Spider-Man smiled under his mask.

"You have a good day.", he said.

He leapt into the air and swung away. Carrie looked at her right hand that ached a bit from the punch.

"I just punched Spider-Man.", she whispered to herself.

She walked into her house with a smile.

Later that night, Peter was in a hotel room provided by S.H.I.E.L.D as a safehouse and integrated the device Billy had into his suit. He put on the mask and saw that it was fully functional, with the HUD telling him the nearest location where more missing tech is.

"There, got it. That'll make the search a lot easier now.", he said.

He took off the mask and leaned back on his chair, reflecting on how the day went. While he still couldn't find Vulture and Shocker, he at least recovered some of the tech and saved someone in the process. He still couldn't get Carrie out of his mind for some reason. There was something different about her that stood out to him, though he couldn't figure out what it was.

From the way she interacted with him; it looked to him that she wanted his help on something, perhaps the people she has to deal with like those guys he saved her from, or maybe something bigger than that; something she was hiding from him and everyone else.

Perhaps a bit of both.

If she really was hiding something, which was a thought that entered his mind as soon as he said his byes to her, he won't force her to tell him what it is; she'll do it on her own when she's ready enough.

That is, if he sees her again.

Before suiting up again, he saw the Programmable Matter on the table. Despite promising that he'd return all the tech he found, something told him to hold onto it. That he'd use it later.

For exactly what, he didn't know, but figured that he'll find out sooner or later.

Then, his mind went to that girl he talked to on the phone; Chris. Before he had that oh so lovely conversation with her, he remembered Carrie's reaction to showing who was calling. She was familiar with her, no doubt, and from that reaction, is someone who gave her one hell of a hard time just like those guys did earlier.

Putting his mask back on and tapping the right side of it, he saw that a piece of lost S.H.I.E.L.D technology was nearby. According to the scanner, it was a laptop.

An idea came to mind.

He saved the location of it and fully suited up again. He leapt through the window and searched for the other tech first.

A.N: Thank you for reading the new instalment of Along Came a Spider. Sorry it took a while, but at least it's here.

I hope you enjoyed it. As always, feel free to follow, favorite, or even leave a review or send a private message. Constructive criticism is always welcome!

See you next time!