A/N: This is a breather chapter, to give the Web-Warriors some rest before I do the season final. As the title suggests, Peter and Gwen doesn't suit up in this one, as Miles and Anya are the main hero focus here.

Sorry for the delay, but I've been busy and held back by updates.

Please read and review?


On Friday, July 8th, in the Stacy House, Gwen was blindfolded as Capt. Stacy led her down the stairs towards the sitting room.

"Uh, Dad, can't you just tell me what this is about?" Gwen asked.

"Sorry, Gwendy, but not this time." her father said.

Once at the sitting room door, he stopped her and took off her blindfold, showing she had her eyes closed.

"Okay, open your eyes?" he said.

Gwen opened her eyes up, when the light came out, then Peter, Mary Jane, Harry, Miles, Anya, Liz, Gloria, Flash and Randy all popped out from behind the furniture.

"Surprise!" they all said.

Gwen smiled, remembering it was her 17th birthday, before Liz and Mary Jane both threw glitter onto her.

"Harry Birthday, Gwen!" they all said.

Gwen looked around happily, just as Aunt May came in, wheeling a small cart with a chocolate birthday cake on, with 17 candles on, all close together.

"Chocolate. My favorite." Gwen said, licking her lips.

"You always said you wanted to live in a chocolate house when you were younger, Gwen." her father recalled.

Everyone laughed, even Peter, while Gwen blushed with embarrassment.

"Dad, that's impractical, and fatting." she said.

"Well, that's what you said back then?" her father said.

Gwen looked more embarrassed as everyone looked at her, as she'd told no one that before, not even Peter, Mary Jane or Harry.

"Wait, you three never knew this?" Flash asked, turning to them.

Everyone but Gwen, her father and Aunt May turned to the trio, all curious since they knew Gwen the best.

"No." Peter said.

"She never told me." Mary Jane assured.

"Uh-uh." Harry said, shaking his head.

"You never told anyone that?" Liz inquired, turning to Gwen.

"No. No one but Mom and Dad knew, until today." Gwen sighed.

Peter came over and touched her shoulder.

"Everyone has dreams like that when they're younger, Gwen." he assured. "That's nothing to be embarrassed about."

"Thanks, Pete." Gwen said.

She and her father moved towards the cake as everyone else backed away.

"Okay, make a wish, Gwen." Capt. Stacy said.

Gwen smiled and blew out the candles on her cake, then everyone else clapped and cheered. She smiled happily, looking at Peter, as her wish involved him, before he came up towards her and kissed her cheek.

"I'll give you my present later, as it's a secret." he whispered.

"Okay, Pete." Gwen whispered, before she kissed his cheek.

Peter smiled and hugged her tight, which she returned, as Aunt May watched them both curiously.

"Hmm? If the rumors about the original two Spiders are true, then that must mean Gwen's Ghost-Spider?" she thought. "Well, at least this proves Ben and I raised Peter right, since he's not two-timing her."

She turned slightly, as Gwen began unwrapping her presents. From Harry, she'd gotten a nice new jacket, as her old one had been ruined after someone had accidently painted on it before the summer began.

"Thanks, Harry." Gwen said. "I love this."

Mary Jane had given her a some hair dye, confusing her as she looked at her best friend.

"In case you want those pink bands back, or maybe a different color." Mary Jane explained.

"Oh, right. Thanks, MJ." Gwen said.

Anya had given her a new microscope, as her old one had broken last month, and Liz had given her a pair of new shoes. Flash, Randy and Gloria had only given her a birthday card, which she accepted just fine. Miles had given her a painting of her and Peter, which looked like graffiti art.

"You did this?" she asked.

"Yeah." Miles said.

"I didn't know you were an artist, Miles." Gwen said.

"Yeah, me either." Peter said.

Miles looked at them both, both knowing they were lying slightly as they'd seen his drawing of his suit.

"I've seen some of his work at school and he is pretty good." Anya admitted, having seen it was well after joining the team.

Miles blushed and put his right hand behind his head, which Peter, Gwen and Mary Jane all noticed. Everyone else however was surprised, but justified as Miles and Anya were in the year below everyone else.

"That's pretty decent." Harry said.

"I'm not much on art, but wow." Flash admitted.

"Thanks." Miles said.

"Well, that's all the presents." Capt. Stacy said.

He turned as he heard a noise, before the door opened, and Sally came in, holding a present.

"Sorry, I'm late." she said. "I had to finish some shopping first."

"Did you serious forget the date?" Liz asked, annoyed. "I told you over a month ago!"

"No! I just didn't know what to get, Stacy." Sally swore. "I don't know her as well you, Liz."

"You didn't have get her anything." Gloria said. "Flash, Randy and I only got her a card."

"It's true. That would've done." Gwen assured.

"Oh... Well, here you go, Stacy." Sally said, handing over her present. "I wanted to make it good since it's...my first one for you."

"Thanks, Sally." Gwen said, taking it.

She unwrapped it, showing a small box, which she opened up, showing a golden necklace.

"A necklace?" Gwen inquired, taking it out.

"Every girl needs some jewellery." Sally said.

Gwen smiled, knowing it was thoughtful, even though she still had the locket Peter had given her for Christmas.

"Thanks, Sally." she said, putting it on. "It's...nice."

Sally smiled.

"Right, well, now that's settled, time to cut the cake." Capt. Stacy said, picking up a knife beside it.

A little later, after everyone had had their share of the scake, Gwen entered her bedroom with Peter, who had his backpack on, before she closed the door to give them privacy.

"So, where's my present from you, my love?" she asked teasingly.

Peter smiled and put his backpack down, then took it out and handed it to her.

"There you go, my love." he said softly.

Gwen took and unwrapped the present, and found it was a album book, that had pictures full of them both, Harry, Mary Jane and the rest of them, all in different parts of the city, from winter ones where they were covered up, to summer ones of them swimsuits at the beach of Harry's pool.

"Peter, this is amazing." she said. "I love it. Our very own photo gallery."

"I've also got one for just us, a more private collection." Peter whispered, handing it to her. "Just for the two of us. That one's for people who wanna see us."

Gwen put the first one down on the bed, then took the second and opened it up, seeing it had pictures of just them both, with some in either swimsuits at the beach or by a swimming pool, some in winter clothes in the snow, and some with them just together sitting or standing, holding hands or hugging, but her favorite one altogether was of them at the beach, with her kissing his cheek as he blushed, wearing a blue bikini, while he wore red swim trunks.

"Oh, Peter, thank you." she said.

"So, what do you think, Gwendy?" Peter asked.

"I love them, especially the private one." Gwen said. "It's for our eyes only, bugboy. No one else can look in this without permission."

"No one." Peter said. "I'm surprised Sally gave you that necklace."

"I know what you mean." Gwen said, looking at it.

"You still got that locket I gave you at Christmas?" Peter asked.

"Sure do." Gwen said.

She reached into her shirt and took it out, showing it to Peter.

"Never take it off unless I'm in costume." she assured. "Guess I'll have to show Sally one day."

"Yeah, you will." Peter said.

They both hugged each other tight, before they pulled apart and looked at each other lovingly.

"You know, Miles and Anya both said they'd look after the city tonight." Peter whispered.

"Meaning, we can spend the night alone together as a normal couple?" Gwen whispered.

"Yep." Peter said. "So, since it's your birthday, what do you wanna do, Gwendy?"

Gwen smirked, before she pulled Peter into a big kiss, which he returned, wrapping his arms around her, while she wrapped hers around his head. They kept it up for a full minute before pulling apart, then they looked at each other.

"Take me to the movies?" Gwen asked. "My choice?"

"As you wish, birthday girl." Peter teased.

Gwen smiled before they kissed again, hoping her birthday wasn't gonna get ruined like Peter's last one was.


About half-an-hour later, Shadow-Spider and Spider-Girl were bot web-swinging through the city, before they both landed on a rooftop together in Noho. As Spider-Girl got up and looked down at the city, Shadow-Spider turned to her and eyed her suit, as it was the first chance he had to properly look at her like that since finding out she was Anya.

"Uh, you see anything odd?" he asked naturally.

"No, there's nothing wrong down there." Spider-Girl said, turning to him.

"Well, that's good." Shadow-Spider remarked. "The less trouble we see, the more I get to train you."

"Train me?" Spider-Girl questioned, frowning. "Spidey and Ghostie's our trainers!"

"But not tonight, since they're taking it off." Shadow-Spider recalled. "I know they're our trainers, but that doesn't mean I can't try either."

"Look, I'm not saying that, Shadow, but you're not as experienced as the others." Spider-Girl said. "They were at this for a whole year before you and I."

"I know that, but it's only a one off." Shadow-Spider said. "Just a few little basics."

"I'm a skilled gymnast, so I know a bit about flipping around!" Spider-Girl said annoyed, folding her arms.

"I'm not saying that." Shadow-Spider assured. "I've seen you out there and you're great, but you still have quite a bit to learn."

"Oh, what have you learned yet that I haven't?" Spider-Girl asked.

Shadow-Spider looked at her, not liking the sight of his crush being mad, while trying to think.

"She knows how to web-swing, how to fight, has the banter..." he thought. "Oh, man, she's right. If there's anything left, it's something I haven't learned either, and I've been at this longer than her."

"You can't think of anything, can you?" Spider-Girl inquired.

"No, not really." Shadow-Spider admitted, embarrassed. "I'm sorry."

Spider-Girl frowned, before they both heard a noise.

"Did you hear that?" she asked, her face softening.

"Yeah." Shadow-Spider said.

They both turned and saw four thugs coming out of the Sunflower Arcade Lounge, two with guns while the other two were unarmed, all wearing ski masks.

"Looks like we've found our first catch of the day." Shadow-Spider said. "Let's get 'em."

He jumped off the rooftop and began to web-swing towards the crooks, before Spider-Girl followed him.

The four thugs all ran towards a car, when one got pulled up by a web line.

"Ah!" he yelped.

"Sam!" another gasped, turning around.

The other two turned around, seeing Sam hanging upside down from a lamppost, with Shadow-Spider perched on top of it.

"Well, hell there. Now, what do we have here?" Shadow-Spider said.

"Shadow-Spider?" the thugs gasped.

"Let's get outta here." the leader said.

They all turned around and ran off slightly.

"Al! Paul! Chase! Come back?" Sam called.

The three thugs kept on running, when Spider-Girl landed in front of them all, blocking their route.

"Uh-uh-uh." she said, waving her right forefinger.

"We're trapped!" Paul gasped.

"Wait, it's just the sidekicks." Al said. "We can take 'em."

"Al, wait?" Paul called.

Al ignored him and ran towards Spider-Girl, who dodged as he tried to punch her, before she grabbed his forearm and squeezed it.

"Sidekicks?" she said annoyed, turning him around so his back was against her chest. "You may see us as that since we haven't been around as much as Spidey and Ghostie..."

"But to them, we're all equals." Shadow-Spider finished, jumping down from the lamppost.

Paul and Chase turned to him, before Spider-Girl pushed Al towards them.

"Ah!" he yelped.

He stopped near Paul, before he turned around.

"Uh, guys, I say we get outta here." Chase gulped. "Let's book and go our separate ways."

"What? No way, Chase!" Al snarled. "I say we pound these freaks and get outta here!"

He turned to Spider-Girl and charged at her.

"Oh, you wanna mess with the lady, eh?" she mocked. "Well, you asked for it."

She prepared herself, then punched Al in the face hard as he moved to grab her, sending him flying away, before Shadow-Spider caught him.

"Nice one, Spider-Girl." Shadow-Spider remarked.

Al turned to him, before he shocked him with his Venom Blast, knocking him out cold, before both Spiders turned to Paul and Chase.

"Let's get outta here." Chase said.

He and Paul both turned and began to run for it, when both Spiders nodded, who then jumped up and landed on either side of them, trapping them against a wall.

"Ah, we're trapped!" Paul gasped, as the two Spiders got in front of them.

He and Chase turned around to them both, fear on their faces.

"Wait, we can make a deal?" Chase begged, putting his hands together.

"Sure, after we web you up, you two tell the Cops about what your boss wanted, and maybe they'll let you off." Shadow-Spider joked.

"And you might wanna tell your friend up there that too." Spider-Girl added. "He might be given the same offer, unlike your boss."

Both thugs gasped before they webbed them both up against the wall, including their mouths, gagging them.

"And the fish is in the bag." Shadow-Spider joked.

"I believe the term is; cat in the bag." Spider-Girl corrected, annoyed.

"Oh, yeah. You're right." Shadow-Spider blushed.

They both turned as they heard sirens coming, before two Cop cars pulled over, then four Cops got out, including Lt. DeWolff.

"Nice work, you two." she said. "Where's Spider-Man and Ghost-Spider?"

"Uh, well..." Shadow-Spider began.

"They're off helping some friends of ours." Spider-Girl lied. "She told us they really needed them both."

"So, it's just you two today?" Lt. DeWolff asked, as two of her men approached Al and Sam.

"Yeah." Shadow-Spider said. "Don't worry, Lt. We've got the city covered today."

"Hey, I'm sure you've both as good as they are." the Lt. assured. "Now, get going. They might be trouble in another part of the city."

"Right. Come on, Spider-Girl." Shadow-Spider said.

"Right behind you, Shadow." Spider-Girl teased.

They both jumped up and began to web-swing away to continue their patrol. As they did, Shadow-Spider looked at Spider-Girl, blushing beneath his mask.

"Man. She's even more beautiful in that costume." he thought. "I wonder if Peter sees Gwen like that? I'll have to ask him."

He kept staring at her without her knowledge, before they turned right, then they both landed on a rooftop and turned to each other.

"Well, that was intense." Spider-Girl said. "Not bad for our first crime of the day."

"No, it wasn't." Shadow-Spider agreed. "You did good back there."

"Thanks. Miles, look, I'm sorry about earlier." Spider-Girl said. "I guess I just wanted to prove myself and tell Peter and Gwen tomorrow."

"Hey, I know what it's like. I felt the same way why I started out." Shadow-Spider assured. "I just figured since I'm slightly more experienced, I'd know something you didn't."

"Guess that makes sense." Spider-Girl reasoned. "You got your powers before Spider Island, while I got mine during that event and got to keep 'em, unlike everyone else. Okay, you're forgiven for earlier."

"Thanks." Shadow-Spider said. "Come on."

They both jumped off the rooftop and began to web-swing away to look for more crimes or disturbances.

A little later, they both landed on another rooftop together near in Union Square and looked around, before they spotted something that shocked them, as they saw at least ten members of the Friends of Humanity - including its leader Graydon Creed - attacking a male Mutant teenager that had blue skin. Most of them were white, but there was two Asian and one African one as well.

"No, please?" he begged. "Don't? I mean no harm!"

"You're lying, you filthy Mutant!" an Asian one said.

"You're a freak!" a big blonde-haired one said. "You shouldn't be here, Mutant!"

He spat on the Mutant's face without remorse, making the two Spiders turn to each other.

"Okay, I am so not just seeing things here?" Spider-Girl asked.

"If you are, then so am I." Shadow-Spider said.

They both turned back and saw as a big blonde member of the F.O.H approached the Mutant, wearing brass knuckles on his fists.

"Okay, we gotta help that little guy." Shadow-Spider said.

"Agreed." Spider-Girl said, before they both jumped off the rooftop.

"Tell your little freaky friends Duncan Matthews did this to ya!" the blonde snarled.

He moved to punch the Mutant, who covered his face with his forearms, when a web hit the back of Duncan's wrist.

"Huh?" he gasped.

The Friends of Humanity all turned around to see the Spiders perched on a car's hood each, Shadow-Spider holding the other end of the web line.

"Get outta here, kid!" Spider-Girl yelled. "It's too dangerous!"

The Mutant nodded, before he turned left and ran off, making the nine F.O.H members turned to him.

"He's getting away!" Creed roared. "Stop him!"

One of his men pulled out a pistol, just before Spider-Girl webbed it and pulled out of his hands.

"Ah!" he yelped.

"Sorry, but guns aren't exactly friendly." Spider-Girl mocked, waving her left forefinger.

"You two, you're just like your pal Spider-Man!" Creed growled. "We've never met Ghost-Spider but she's bound to be the same from what he told us!"

"Well, you know, Spidey told us and Ghost all about you guys too." Shadow-Spider retorted.

"Yeah! How you're just racist, the lot of you!" Spider-Girl growled. "You the kind who shoot first, ask questions later!"

Creed, Duncan and six of the others growled, but the other two turned to each other, looking slightly remorseful.

"Ha! You're just as stupid as Spider-Man is." Creed snarled. "Mutants are all evil, and they should be killed for the sake of humanity."

"By killing them all, even the ones who haven't done anything?!" Spider-Girl exclaimed. "That's genocide!"

Creed, Duncan and three of the others growled at them, while three others gritted their teeth, the last two looking nervous.

"You two don't scare me." Duncan hissed. "You freaks are gonna regret messing with us."

"Yeah! If your defending Mutants, you deserve to share their fate!" Creed growled.

Both Spider glared at him, not believing how racist he was.

"Uh, Duncan, Boss, I've heard about them." the first Asian one said, touching his arm. "That black one over there can shoot electricity from his hands."

"Oh, yeah? You're the one who can turn invisible, right Shadow-Spider?" Creed inquired, turning to him.

"Bingo." Shadow-Spider mocked.

"Well, that's not gonna stop us!" Creed growled.

"Oh, really?" Spider-Girl mocked. "We'll see who's gonna regret their actions, you idiotas!"

Creed and Duncan turned to each other.

"Duncan, take half the guys are get the chick." Creed whispered. "The rest of us will handle shadow-boy."

"You got it, boss." Duncan said, punching his fist.

They both began to approach the Spiders, followed by their men - the two nervous ones being last - when a siren made them stop.

"What's that?" the first Asian man said.

"Sounds like a siren." the African one said.

Everyone turned left down the street, seeing sirens in the distance heading towards them, but they couldn't tell if they were Cops, Fire Engines or Ambulances.

"On second thought, another time, you freaks!" Creed growled. "You know, I wouldn't be surprised if you and your fellow web-heads are Mutants yourselves."

He, Duncan and the others all turned and ran off, the last two a bit more slowly, for they were the ones who looked remorseful, just as four Cop cars pulled over, and eight officers got out, including Lt. Watanabe.

"Looks like we're too late, ma'am." one said.

"Yeah." the Lt. said.

She approached the two Spiders, who both turned to her.

"What exactly happened?" she asked.

"A hate crime, Lt." Spider-Girl replied.

"A bunch of people attacking a Mutant, who wasn't doing anything." Shadow-Spider explained. "We've never seen such racism."

"You sure he didn't attack first?" Lt. Watanabe asked.

"No." Shadow-Spider answered. "When he saw him, he was worried and trapped, and they were about to kill him in cold blood."

"Right." the Lt. sighed. "I'm not Mutant lover myself much, but even I know not to attack those who don't cause trouble."

"We get that." Spider-Girl assured. "This guy however, he just looked scared and helpless. They just attacked him because of the way he looked."

"Okay. You two better get outta here." the Lt. said. "We'll investigate this."

"Right. Let's go." Shadow-Spider said.

Spider-Girl nodded, before they both jumped up ad began to web-swing away. They both soon landed on the side of a building, before they turned around and looked down at the city.

"Man, Spidey wasn't kidding about those jerks." Spider-Girl said. "They're worse than I thought."

"I know, just complete racist." Shadow-Spider said. "Ugh. Good thing we know different."

"Yeah, since some of Spidey's and Ghost's best friends are Mutants." Spider-Girl said. "They're even worse than the hate-crimes in the past."

"Agreed, expect for maybe the Nazi Holocaust that is." Shadow-Spider argued.

"Fair enough." Spider-Girl agreed, seeing his point. "I hope the next time we see those jerks, we make sure they get sent to jail."

"Me too." Shadow-Spider said. "It's not fair what they're doing, all for what people look like. It's disgusting."

Spider-Girl nodded before they sat down together, thinking about what they'd witnessed.


The next morning, Peter got up out of bed and walked downstairs towards the kitchen, seeing Aunt May making breakfast.

"Morning, Aunt May." he said.

"Morning, Peter." Aunt May said.

She turned around to him as he opened up a cupboard and took out a glass.

"You enjoy your time with Gwen last night?" she asked.

"Oh, I sure did." Peter assured, turning to her. "We both loved the movie we saw."

"Oh, that's great." Aunt May said, as Peter walked over to the fridge.

She picked up a plate full of wheat cakes and put it down on the table, before Peter opened up the fridge and took out some orange juice to fill the glass.

About 10 minutes later, after they'd had breakfast and washed up, Peter walked into the sitting room and sat down on the couch, before he picked up the remote and turned the News on.

"...and, that's how a jewellery store hit the jackpot on a prized necklace worth over 10 thousand dollars." the Newsman reported. "In other News, yesterday, Shadow-Spider and Spider-Girl stopped a robbery down in Noho, with eyewitnesses reporting it took place at the Sunflower Arcade Lounge. All four crooks are now in jail to await their hearing."

Peter smiled as Aunt May came in and looked at it.

"However, they both later attacked people in Union Square, who claim they were being attacked by a Mutant. This has received angry protests from non-Mutant lovers, such as the Mutant hate group the Friends of Humanity." the Newsman reported.

Peter gasped slightly, as Aunt May opened her mouth in shock.

"You guys did the right thing." Peter thought. "That's a load of crap they're saying."

Duncan Matthews popped up, being interviewed by Whitney Chang.

"This Mutant freak came at me and my friends, and then those menaces came over and helped him!" Duncan exclaimed. "I thought they were protecting people like us, not freaks like them!"

Peter took the TV off in disgust.

"That's disgraceful." he said. "I've heard of these so-called Friends, and they're nothing but racists."

"How can you be sure, Peter?" Aunt May asked curiously.

Peter turned to her, as he hadn't known she was there.

"Well, last January, after school restarted, Jameson gave me an assignment for the Bugle at Worthington Industries." he began. "And while I was there, I saw some of those Friends attack a Mutant just 'cause of how he looked. All he was doing was walking by scared, and he wouldn't even defend himself."

"Oh... Well, I see what you mean then." Aunt May said. "Whoever these people are are the type to act first, talk second. It's disgraceful."

"I know. If two of the Web-Warriors defended that Mutant, it's because they attacked him for no reason." Peter reasoned.

Aunt May nodded in agreement.

"Oh, by the way Peter, can you help me out today?" Aunt May asked "I need help to carry a large box into FEAST that's gonna help people out for the summer."

"Sure." Peter said. "Got nothing else planned today."

"Thanks, Peter." Aunt May said. "We'll get a taxi there and then carry the stuff in."


Once at FEAST about an hour later, Peter helped Aunt May carry a box each into the building, which was full of people talking, either standing or sitting around. A few more people followed the Parkers with a box themselves, before they all put the boxes down together.

"So, care to tell us what's in them?" a man asked.

"Mr. Li said they're full of supplies to help out for the summer." Aunt May said.

She approached one of the boxes, then opened it up, which was full of food.

"The others should have similar stuff and cold drinks to help with the heat." she said. "He's lucky to be able to get this, due to the budget cuts. Right, start giving it out. They're gonna need it today."

"Right, ma'am." a few of the men said.

Peter smiled as all the volunteers began to give out the food and drinks to the homeless.

"She really knows how to work here." he thought. "Uncle Ben would sure be proud."

He turned around to the door and saw Sally and Liz standing outside, before they both came in and looked around.

"Wow. Stacy wasn't kidding about this place being packed." Sally said.

"No, she sure wasn't." Liz said. "I don't see how this place could've had cut funding?"

"That makes two of us, girls." Peter said, coming over.

Liz and Sally both turned to him as he folded his arms.

"Parker." Sally said, nodding.

"Uh, what are you two doing here?" Peter asked.

"We're looking for Mr. Li, the owner." Liz explained. "It's about that event we wanna do to help raise money here."

"That car wash you and the other cheerleaders wanna do?" Peter guessed.

"Bingo." Sally said. "We'd figured we'd ask Mr. Li's permission first."

"Oh, well, his office is back there." Peter explained, pointing at it as he turned around slightly.

"Right. Thanks, Petey." Liz said. "See you around."

"Yeah." Sally said.

They both walked past him as he turned around, and saw Miles coming over to him.

"Hey, Pete." Miles said.

"Hi, Miles." Peter said. "Your Mom working here today."

"Yeah." Miles said. "You just get here."

"Helping Aunt May and some others get the new supply boxes in." Peter explained.

They both turned around and saw one of the volunteers give some food to a man.

"Hey, I heard about you and Anya helping that Mutant out." Peter said, as they walked off. "Good work."

"Hey, like you said 'We're all the same'." Miles said. "I've never seen people so racist like that though, and neither's she."

"I told you both they were bad." Peter said, as they stopped near a fountain. "I saw first hand how they are when I first met Angel. They even said what the guy did was he was born."

"Really? That's what they accused of him?" Miles asked, shocked.

"Yeah." Peter said.

"Man. I can see why the X-Men have it so rough." Miles said.

"That makes two of us." said a familiar voice.

Peter and Miles both turned and saw Anya coming towards them.

"What we saw those idiotas do yesterday, it made us so mad." she said. "That leader showed no mercy, or that blonde guy with him."

"Duncan Matthews?" Peter inquired. "That guy who gave the interview on the News?"

"Yeah. Apart from the leader, he was the worst." Anya recalled. "He actually spat on the Mutant's face."

"Okay..." Peter said, speechless. "That's defiantly gross."

"Tell us about it." Anya said, folding her arms. "If I ever see something like that again, I'll give 'em a good pounding."

"Same here." Miles said.

"Hey, I get it, but remember, don't let your anger get the best of you." Peter said, touching their arms.

"We know, Peter." Miles said. "We don't kill unless there's no other choice."

Peter nodded.

"Hey, is Gwen gonna be working here today?" Anya asked.

"Gwen told me last night she wanted to spend the day with her father." Peter explained. "She told me last night after I took her home. He's taken the day off work to make up for yesterday."

"Oh, how nice of him." Anya remarked.

"Sure is, since he missed most of her birthday." Miles said.

Peter smiled as he turned and grabbed a cup, then filled up his cup.

"You guys want one?" he asked.

"Nah, I'm good." Miles said.

"Not thirsty." Anya said.

Peter smiled and drank some water, before he looked around.

"Is your Mom working here today, Miles?" he asked.

"No. She's got an extra shift at the hospital." Miles explained.

"Oh..." Peter said.

As they stared at each other, Anya took a good look around the place, as it was her first time being here.

"What?" Peter asked, turning to her.

Anya turned around to them both.

"From the way Gwen described this place, it's a lot bigger than I thought." she admitted. "I can't see why anyone would cut the funding here."

"Probably just some greedy people trying to squeeze people for money." Miles guessed.

"Yeah." Peter agreed.

He drank some more of his water, before Aunt May spotted him and came over.

"Oh, Peter, there are you." she said.

The three teens turned to her as she stopped near them.

"What is it, Aunt May?" Peter asked, finishing his drink.

"Peter, if you're not too busy today, do you think you could help out around here?" Aunt May asked. "We're a bit short-handed today."

"Well... Okay." Peter said, uneasily.

"Thank you, Peter." Aunt May said. "You two can stay too unless you're busy?"

"Well, we are." Miles said. "I got some errands to run."

"Yeah, same here." Anya said.

"Okay, never mind." Aunt May said.

She turned around and walked off, before Peter turned to the others.

"Oh, just great." he sighed. "I was hoping to patrol once I was done here."

"Well, don't worry, Pete." Anya said. "We'll handle it."

"Yeah, Peter, relax?" Miles said, touching his shoulder. "We can take care of the city while you're here."

"With me here and Gwen with her Dad, are you sure you can two take care of the city?" Peter asked.

"We can handle it, just like we did yesterday." Anya said. "We still have to show people we're just as good as you and Gwen are."

"And if it gets really bad, we'll call you and Gwen." Miles assured. "If it's anything like last night, I doubt it though."

Peter smiled and nodded.

"Okay, guys." he said. "Call me first, and if it gets really bad, we'll call Gwen."

"Understood." Miles said.


A little later, Shadow-Spider and Spider-Girl were both web-swinging down a street together, before they landed on a rooftop together near the Daily Bugle.

"Whoa. I had no idea the Daily Bugle was that big and in the Flatiron Building." Spider-Girl noted.

"You're Dad's never been here?" Shadow-Spider asked.

"No." Spider-Girl said. "He's never been sent by the Globe here."

"Oh, that explains it." Shadow-Spider said. "Peter's told me Jameson's office is beneath that skylight."

He pointed it as Spider-Girl looked at it.

"Hard to believe Peter actually works here." Spider-Girl said. "I mean, I've been to the Globe and it's big, but that's even bigger."

"Really? You mind showing me?" Shadow-Spider asked. "I'm curious."

"Sure." Spider-Girl said. "Come on?"

They both jumped off the rooftop and began to swing off.


Meanwhile, back at FEAST, Peter was sorting out some clothes from a box, when he spotted four familiar people standing by one of the tables, all by themselves. He looked at them carefully, as one of them turned around, who he recognized as Ava Ayala.

"What's she doing here?" he thought. "There's not trouble nearby?"

He walked over to the four of them, before they all turned, Peter recognizing the others as Luke Cage, Danny Rand, and Sam Alexander.

"Been a while, Pete." Ava smiled, folding her arms.

"Yeah. Uh, what are you guys doing here?" Peter asked. "There's no trouble is there?"

"Not quite." Luke said. "Daisy wants us all to help people out today, out of costume."

"Well, where's the rest of the team?" Peter inquired.

"Oh, we got assigned different areas." Danny explained. "Daisy's taken herself, Kamala and America to Central Park, while Rayshaun took Dante and Doreen to Times Square. Both places are pretty messed up."

"Dante and Doreen?" Peter questioned, puzzled.

"Inferno and Squirrel Girl, the new recruit Sam and I told you and Shadow-Spider about." Ava explained.

"Oh..." Peter said.

"By the way, we all regret not being here during Spider-Island." Luke said. "Can't imagine the mess you went though."

"Oh, it was horrible." Peter sighed. "You been hearing about the Jackal?"

"Yeah." Ava said. "We were all shocked to find out all the stuff he did, just so he could kill you and take Gwen. Dante was the most shocked."

"Why's that?" Peter asked.

"He has a crush on her." Ava explained quietly. "Like Kamala is with you, he doesn't understand she's taken."

"Oh, great." Peter muttered, facepalming himself. "Wait, you-"

"Daisy figured we're all trustworthy to know your secret identities." Danny said. "Seemed only fair."

"Thanks." Peter said. "How'd you find about about Anya though? I mean, she's still... Wait, did SHIELD find out and tell Daisy?"

"Yep." Sam said. "We didn't tell her we already knew you, Gwen and Miles though."

"Thanks." Peter said.

"So, where's your team?" Ava asked. "All three 'em here?"

"No." Peter said. "Gwen's with her Dad as it's his day off work, while Miles and Anya are patrolling the city."

"Then how come you're here by yourself?" Sam inquired.

"My Aunt works here." Peter explained. "I'm helping out since they're short staffed today."

He turned around, seeing Aunt May handing out drinks to people in a line.

"Nice lady." Sam admitted.

"Yeah." Ava agreed.

"Thanks." Peter said. "Look, if you guys are meant to help people out, you might as well start by giving out food and drinks."

"Well, there's no harm." Sam said. "Where's the kitchen. I'll make some more food for the hungry."

"Wait, you cook?" Peter inquired.

"Hey, I'm a pretty good cook." Sam assured. "And don't worry, I make some tofu for the veggies."

Danny smiled, which Peter noticed.

"Ever since he joined, he's been the team's main cook." Luke explained. "I bet Gordon Ramsey will be impressed."

"Oh, that I can picture." Peter said.

"Oh, you'll love it, Parker." Sam said. "So, where is the kitchen?"

"Back there." Peter said, turning and pointing to his left.

"Right. Excuse me?" Sam said.

He walked off towards the kitchen, before Peter turned to the others.

"Is he really that good?" he asked.

"I'm a vegetarian, and he's always made tofu for me, and the others all like his food." Danny assured. "You'll be surprised."

Peter put his hand on his chin, knowing he'd have to try it himself when Sam was finished.


Back in the city, Shadow-Spider and Spider-Girl were now sitting on a rooftop together near the Daily Globe, which was located in 3rd avenue, eating a pizza together as they were hungry.

"Are you sure this isn't stealing?" Spider-Girl asked, uneasily.

"It's not. We left money after all." Shadow-Spider assured, his mask lifted over his mouth. "Spidey told me he and Ghost's done it on occasionally when they get hungry on patrol."

"Has anyone they took food from complained before?" Spider-Girl asked, taking a bite from a slice.

"Nah. Due to all the good they've done, they don't mind them taking anything, as long as they pay for it." Shadow-Spider explained.

"Okay, I'm sold." Spider-Girl said.

They both ate the rest of the pizza together, Shadow-Spider eyeing Spider-Girl every now and then, before she noticed as she ate her last piece.

"What?" she asked. "What is it?"

"What is what?" Shadow-Spider asked.

"You're staring at something. Is there something behind me?" Spider-Girl asked, turning around.

Shadow-Spider finished his last slice and blushed, before he lowered his mask.

"No." he said, embarrassed. "Just...where else can I look."

"Fair enough." Spider-Girl said.

She ate her last piece, before she picked up the box and got to her feet.

"Better put this in the next bin we find." she said.

Shadow-Spider got up and approached the edge of the roof, seeing a dumpster bin down in the alley nearby.

"There's one over there." he said.

"Right." Spider-Girl said.

They both jumped down and landed near the bin, before she put the pizza box in it, then they got up and began swinging off through the city. After five minutes, they arrived near

when they heard sirens.

"Do you hear that?" Spider-Girl asked, as they turned left.

"Yeah. Let's check it out." Shadow-Spider said.

They both web-swinged down the street, before they landed on the side of a building, seeing fire engines racing down a street.

"Looks like a fire's been set off." Spider-Girl noted.

She jumped off the wall and began to web-swing after the fire trucks, with Shadow-Spider right behind her.

"Hey, wait up?" he called.

Spider-Girl raced ahead of him, before she landed on a rooftop, as the fire engines parked outside a burning store building. She looked at the scene, before she looked down, seeing Lt. DeWolff talking to the Fire Chief, who was an African-American man with a moustache.

"How bad is it, Chief?" the Lt. asked.

"There's still people trapped on the top three floors, as we can't get up there." the Chief explained. "We can't get up to them."

Shadow-Spider landed beside Spider-Girl and looked down at the scene.

"Good thing we caught the punks who did this." Lt. DeWolff said. "It sure was lucky we had a patrol car nearby when they started this."

Both Spiders turned to each other.

"Good thing the thugs are taken care of." Spider-Girl said.

"Yeah. We better get in there and help get the people out." Shadow-Spider agreed.

"Agreed. Come on." Spider-Girl said.

Shadow-Spider smiled under his mask, as she jumped up and dived into the burning building.

"Man, she's amazing. Even more so now." he thought.

He jumped up after her, before diving into the burning building, as the crowd watched.

"Was that...?" a teenage boy said.

"Yeah." another said.

Everyone on the ground looked up, including Lt. DeWolff, the Chief and several Firefighters. They all kept looking up at the building, when Shadow-Spider came out with a little in his arms, with Spider-Girl right behind him, holding a older boy, who was the girl's brother. They both shot webs at the building to slow their descent, then put them both down near an Ambulance, before the kids parents ran over.

"Dana! Ryan!" they cried.

The siblings smiled as they parents hugged them both, before the Spiders both jumped back up and into the building.

"Where's Spider-Man and Ghost-Spider?" a young man questioned.

"They must be elsewhere." his wife deduced. "You know how big the city is."

Lt. DeWolff kept her eyes on the building, when Shadow-Spider came jumping out of it again, this time with a woman with a broken leg, who had her arms wrapped around him.

"Hang in there, Miss?" he said.

He spread his arms out and gilded towards the ground, before he landed next to the ambulance.

"Help! She's got a broken leg!" he called.

He put the woman down as two Paramedics ran over to him.

"We'll take it from here." one said.

Shadow-Spider nodded, then he turned and jumped back into the building, just as Spider-Girl came diving out with a little girl, before she landed near a Firefighter.

"Here you go." she said.

"Thanks." the Firefighter said.

Spider-Girl turned back to the building, just as Shadow-Spider came diving back out, this time with a young teenage girl.

"Hang on, Miss?" she said.

She turned and shot a web at the building, before she landed on her feet and put the girl down.

"You'll be alright now." Spider-Girl assured.

"Emily!" a woman cried.

Spider-Girl turned as an older woman resembling the girl came towards her.

"Emily, you alright?" she asked.

"I'm fine, Mom." Emily assured.

"Thank you, Spider-Girl." the mother said, turning to her.

"Just happy to help, ma'am." Spider-Girl assured.

Shadow-Spider came diving out of the building with two little kids, before he spread his arms out and gilded to the ground, landing on his feet.

"Is that everyone?" Spider-Girl asked.

"There was one more, but he was dead when I found him." Shadow-Spider sighed.

Spider-Girl sighed.

"Guess there's nothing more we can do then." she said.

Shadow-Spider nodded, before they both jumped up and swung off, and landed on the rooftop.

"You okay?" Spider-Girl asked.

"Yeah. It's just-" Shadow-Spider began.

"You're upset you weren't able to save that guy?" Spider-Girl inquired.

"Yeah." Shadow-Spider sighed. "I can't believe I let someone die."

"We both did. You may have seen him, but neither of us rescued him." Spider-Girl reminded him.

"I know." Shadow-Spider sighed. "I wonder if Peter and Gwen have ever felt like this?"

"We have to meet them at the Spider-Cave later tonight." Spider-Girl said. "We'll ask them."

Shadow-Spider looked up at her and smiled beneath his mask.

"Okay. Come on? The day's not done yet." he said.

Spider-Girl smiled before they both jumped off the rooftop and began to web-swing off.


Later, at 8pm, the four Web-Warriors were all in the Spider-Cave, standing by the computer, all out of costume.

"You guys did out there today." Peter said.

"You sure did." Gwen remarked. "Dad and I saw it on the News, and I'm actually impressed. You've both come a long way."

"Thanks." Miles said.

"Yeah. If anything, that should show the city we're not your sidekicks, but your equals." Anya hoped.

"It hopefully should." Peter said. "Just remember, if we're all out in the field, I'm leader, and Gwen's second-in-command."

"Understood." Miles said, sadly.

Anya smiled and nodded.

"You okay, Miles?" Peter asked.

"Yeah, you look upset?" Gwen noted.

"He failed to save a man during the fire." Anya explained. "We got everyone else out."

"Miles, you did your best." Peter said, getting up. "Both of you. You can't save everyone, no matter how hard you try. Even if it's someone you love, you can't save everyone."

Gwen touched his shoulder, knowing what he meant.

"We learned that the hard way, due to a similar mess." she explained. "When the Oscorp Festival was attacked, we couldn't save any of the board. They all got turned into dust by one of Green Goblin's Pumpkin bombs."

Miles and Anya looked shocked.

"All we can do is try our best and save as many as we can." Peter said. "You understand."

Miles and Anya both nodded, Miles cheered up now.

"Hey, how'd it go at FEAST?" Anya asked.

"It went well." Peter said. "Helping people out with Aunt May. Heck, I wasn't even the only hero there."

"You weren't?" Gwen inquired.

"No. Four of the Secret Warriors were there too, the ones we found for them, Gwen." Peter explained. "They left after you guys."

"Oh." Miles said. "Did they help out?"

"Yeah. I have to say this, but I never expected this." Peter said.

"And what's that?" Gwen smirked.

"Well, Nova's actually a pretty good cook." Peter said. "Everyone enjoyed the food he made."

Gwen, Miles and Anya all looked at each other, speechless.

"If ever we see him, we'll have to try it and see." Gwen said. "I'm curious."

"Did they tell how things have been since they got back?" Miles asked.

"Oh, they did. They all regret not being here during Spider-Island." Peter said. "And, Ava told me-"

"Ava?" Gwen inquired.

"White Tiger." Peter explained.

"Oh... Right." Gwen said. "You're the only one who's seen them out of costume, even before today."

"Yeah. Anyway, she told me some of the others weren't happy about coming over." Peter said.

"Ms. Marvel still crushing on you?" Gwen frowned.

"Yeah, but she's not the only one crushing on a Spider." Peter explained.

"She's not?" Gwen asked, puzzled.

"What do you mean?" Anya asked.

"Inferno seems to like you, Gwen." Peter explained. "The one who can make fire."

Gwen blushed slightly, shocked by this news.

"But, has he-" she began.

"Yeah. He's been told you and I are together." Peter said. "Like I said when we first met Ms. Marvel, if any boy started crushing on you, I'd get jealous like you do."

"Oh, you're so sweet, Pete." Gwen teased, touching his nose.

Miles and Anya both cleared their throats, getting their attention.

"You know what I mean." Gwen said.

"I do." Peter said. "You're the only one for me, no matter how many there are."

"And it's the same for me, Pete. Always will be." Gwen said.

"Well, now that you lovebirds have finished, anything else?" Anya asked.

"Nah. I think that's all." Gwen said. "You two pretty much helped with all the trouble today."

"Thanks." Miles said.

"Right. Well, look, we all better get back home as it's getting late." Peter said. "See you tomorrow."

"See you." the others said.

"Uh, you guys go ahead." Gwen said. "I need to get something. I'll lock up."

"Okay, Gwen." Peter said.

He, Miles and Anya all turned and walked off, as Gwen stared at Peter lovingly, as her birthday wish was to hopefully one day marry him, as she'd started dreaming about it since before she found out about the Jackal's sick obsession with her.

"Glad to know Peter can get jealous too." she thought. "Hopefully, when we're old enough, we'll end up happily together, forever."

She sighed dreamily at her thoughts, before she began to close the place down for the night, ready to head home.


A/N: Duncan Matthews is a character from X-Men Evolution, who by the latter seasons becomes a lot like Graydon Creed, so I thought I'd make him one of Creed's Lt's.

I should've mentioned the Daily Bugle's location earlier, but it's the same one from the Rami films and Spectacular Spider-Man. As for the Globe, it doesn't say in the comics, so I made it up.

I haven't been able to find the name of a Fire Chief in any Marvel media, so I left him nameless.