Author's Note: Back with another chapter of one of my most popular fanfics ever. Thanks for the support everyone and enjoy the chapter. Any and all comments are welcome.

After arriving at school, Gwen decided to go ahead and put her gym clothes in her gym locker. She knew it would be a good way to get ahead of the schedule if her stuff was already there. However, just as she stuffed her locker and closed the door shut, she heard another door open along with the sound of a friend's nervously.

"Um, you guys, um, this isn't actually the science building."

Another voice mimicked the first voice in a mocking tone.

Gwen looked around the lockers and found her friend, Karen Beecher, surrounded by two other girls. One was a thin, punk-rock looking girl in a black jacket and black-and-blue hair. She was checking her nails uncaringly while the other girl did the mocking. This girl had a buff, athletic figure with big, red hair and a yellow tracksuit.

Gwen recognized them as the local school bullies. The girl in the black jacket was Leslie Willis, and the buff girl was Doris Zeul. And out of all their victims on campus, they love to torment Karen the most, something that Gwen was not going to stand for.

"You see, Beecher, THAT'S your problem." Doris said. "You irritate me. You BUG me. You're a puny, little insect."

"And you know what Doris does to bugs." Leslie continued. "She squashes them."

"Yeah." Doris grabbed Karen's arms and made her hit herself in the face. "Why are you hitting yourself? Why are you hitting yourself?"

"Hey!" Gwen yelled stepping out from behind the lockers. She posed heroically glaring at the bullies. "Let Karen go!"

"Hi, Gwen." Karen greeted meekly.

Leslie groaned. "Get lost, Stacy."

"Yeah! This ain't none of your business!" Doris yelled.

"Considering that's my friend you're harassing, I'd say it's pretty much my business." Gwen returned.

Doris growled letting go of Karen. She stepped up to confront Gwen threateningly. "You know something, Stacy? You really shouldn't be playing around with stuff that got nothing to do with you. So why don't you turn around, get out of this locker room, and beat it before I…"

"Careful, Doris." Gwen interrupted with a sly smile. "You don't want you use up your entire vocabulary in one breath."

"What the… HEY!" Doris yelled. She balled her fists like she was ready for a fight.

"Forget it, Doris." Leslie advised. "Let's go."

"But she…"

"Trust me. It's not worth it." Leslie shot a vile glare to Gwen. "We will remember this."

"Please do."

As soon as the bullies left the locker room, Gwen turned over to Karen and ran over to help her. "Are you okay, Karen?"

"I've been better." Karen said. "Thanks for saving me, Gwen."

"Next time, you might not be so lucky." Gwen said. "That's the fifth time this month Doris picked on you."

"I know." Karen frowned. "What's she got against me anyway? I didn't do anything to her."

"It's classic bully behavior." Gwen said. "The big kids think they can get away with messing with the smaller kids because they think they can't fight back. They just can't see how awesome you really are."

"There's nothing awesome about being small." Karen said. "But believe me. That's going to change after today."

Gwen raised an eyebrow nervous about what her little friend meant by that.

After school, Doris returned to her home and started lifting her heavy weights in her personal gym. While she worked out, she was talking to Leslie Willis, who was communicating through the laptop turned on beside her.

"What was that, Leslie?" Doris asked. "Why didn't you let me pummel that smart-mouth, Stacy?"

"Her dad's a police captain." Leslie answered. "If she decides to tell Daddy we laid a hand on her, we're both going to have SWAT teams busting down our doors. And you don't want that."

"But that's not fair." Doris grunted. "She made fun of us. Made me sound like a dum-dum. I can't just let her get away with it."

"I never said we should." Leslie said. "Maybe if you decide to go after her as… 'someone else', then you'll feel better."

Doris stopped lifting to sit up and turn to Leslie. "You mean…"

"Oh, yeah." Leslie nodded. "I'd join you, but I've got my own little pest to deal with. Hey, Max! Is my homework done yet?"

Another boy sighed as he appeared in the screen. He passed a handful of sheets to Leslie. "Here you go. You know, I don't think 'doing someone's homework' is supposed to be part of my job."

"Shut up, Max Dillon." Leslie said. "You're my assistant. I don't pay you to tell me how to do my job as your boss."

"You don't pay me at all. I pay you, which I'm pretty sure is illegal."

"So sue me."

Doris decided to close her laptop. That's when she noticed her parents—two brilliant scientists (which is ironic)—standing in the open doorway to see her.

"Ever heard of knocking, dweebs?"

"Daddy and I are leaving for the science conference now, mm'kay?" Mrs. Zeul asked.

Doris only responded with mocking mimicry. "Fine! Whatever!"

"Have fun with your… sporting activities, sweetums. Love you."

After Doris' parents left, she glanced through the door and stared at the entrance into their lab. With a mischievous smile, she entered the lab and walked past all the beakers and experiment tools. She stopped when she picked up an injector and a test tube full of an orange growth serum.

Doris laughed. "Stacy won't know what hit her."

Gwen joined Diana, Zee, Kara, and Jessica at their secret hideout underneath Sweet Justice waiting for the big presentation. Babs was the first to emerge from behind a curtain.

"Ladies and other ladies! May I present to you the new, the improved BUMBLEBEE!"

The curtain finally parted showing Karen in her Bumblebee outfit, but it was much different than it looked before. Her armor was sleeker with bolder colors. She still looked nervous though, even though everyone applauded her new design.

"Karen, it is simply divine!" Zee praised.

"Battle armor befitting a true warrior." Diana commented.

"It looks awesome, kid." Kara said. "What's it do?"

"Well, um, we added these thin film photovoltaic modules to make the suit solar-powered."

"Plus, they make her look like a bee!" Babs added in excitedly.

"I modified the wing mechanism so there's a more dulcet tone to the way they buzz."

"Like a bee!"

"And we're working on quartz prisms in the goggles that will emit an electrical sting."

"Like a cute, little bee."

"Which leads us to my BIGGEST upgrade yet."

While Babs made dramatic noises with her mouth, Karen pressed a button on her gauntlet. It let out a bright flash of yellow light. She then flew up in the air presenting herself as her body began to grow. Everyone watched in amazement… right until she was tiny again. She was still the size of a real bumblebee. Everyone applauded awkwardly at that.

"Um, yay?" Zee asked.

"Yeah, you shrunk… differently?" Kara added.

"Oh, no." Karen said realizing she was still small. "I thought we finally fixed the growth tech. I wasn't supposed to shrink. I was supposed to grow."

"No offense, but do you really need that?" Gwen asked. "I mean, between Diana and Kara, we already got plenty of heavy hitters."

"Besides, you're so cute small." Zee said.

"Cute and useless." Karen pouted. "How am I supposed to stand up to the bad guys when I'm just a…" She grew back to her normal size. "Puny little insect?"

"Are you still bummed about what Doris and Leslie said earlier?" Gwen asked. "Forget about those two. You're plenty good, no matter the size."

"Thanks, Gwen, but I still need to perfect my growth tech."

"It's okay." Babs said. "I bet we just inverted the zeta thingy when we had to crosswire that other thingy because we were out of those thingy thingies. Remember?"

"Yeah, maybe." Karen agreed.

"Then let us procure the correct thingies." Diana said.

"Quick trip to the mall, and we'll have the whole thing sorted out." Babs said.

"Well, as much as I hate to miss a trip to the mall," Zee said, "My father and I have a show tonight."

"And I'm protesting the show for using animals." Jessica said.

"Oh, cool. We can share a cab."

"All right then." Gwen said. "Let's go."

The Metropolis Mall was a beautiful, glistening place with stores left and right. Of course, there was a bit of a minor obstacle that was quickly averted. Diana held onto the railings of the escalator until she reached the top. That's when Babs gave her a little push right onto the solid, unmoving floor.

"Huzzah! I have survived the mechanical staircase!" Diana said triumphantly.

Gwen chuckled. "It's called an escalator, Diana. It's for people who'd rather not use the minimal energy to take a few steps up a flight of stairs."

Babs looked around the stores and gasped when her eyes caught a certain one.

"I don't believe it! It's the new Gotham glory line of cowls are in!"

Nobody was able to say a single word, or even a syllable, before Babs ran as fast as she could to the cowl store.

"So while you guys do your nerd stuff, I'm gonna go grab some chili fries." Kara said beginning to walk away. "Come get me when you're done."

"Then let us do the 'nerd stuff'." Diana said.

"The electronics store is just over there." Gwen said. "Hey, Diana, would you mind taking point while I have a bit of a private chat with Karen?"

"I don't mind at all, friend Gwen." Diana said walking on ahead.

"What's on your mind?" Karen asked.

"I just want to make sure you're all right." Gwen said. "Don't get me wrong. I'm proud that you're upgrading your suit. But I'm a little worried if it's because you want to get a leg up on bullies."

"It's fine, Gwen." Karen assured. "Why are you so worried?"

"Because this whole thing is reminding me a lot of Peter." That answer made Karen stop. "He was bullied a lot back in Midtown High. He tried to make himself bigger to stop that from happening. And in the end, he…" Gwen gave a sad sigh. "You know what happened."

Karen looked at Gwen sympathetically. "I'm sorry, Gwen. I can see why this might bring some bad memories. But I'm not just doing this because of Doris. I want to be more confident and courageous so I can help you and the others when fighting crime. But right now, my only superpower is being a nerd who can shrink down so small, I can be beaten when someone flicks their finger at me. I'm no good to anyone like that."

Gwen was still unsure, but she smiled softly while patting Karen's head. "Okay. Just wanted to be sure. Let's go find the parts you need."

The girls ran up to catch up with Diana. However, they had no idea that they had someone watching them from around a corner. It was Doris Zeul, and she fixed her eyes on both Gwen and Karen.

"Oh, so both those nerds are here. Perfect. Two weak birds with one stone." Doris pulled out the injector filled with growth serum and applied it into her bicep. Her veins began to glow, and she started to change. "Yeah! Pumped up!"

The girls were just about to enter the electronic store when Gwen felt her Spider Sense tingle making her gasp.

"GIRLS, GET DOWN!"

Out of instinct, Diana dropped to the ground and pulled Karen with her and Gwen. Just in time too. A large figure roared as it jumped over them crashing into a nearby sports store. They raised her heads ready to face what was about to come out.

Doris Zeul stepped out, but she looked MUCH different. She still had red hair, but instead of her yellow tracksuit, she was wearing a two-piece jungle-themed attire like she was auditioning for Tarzan. Also, she was three times as big and portraying muscles on every part of her body.

When she spoke, she had a thuggish, monstrous tone. "Puny girls want to mess with GIGANTA?!"

"Uh, is 'no' an option?" Gwen asked.

No one knows how, but in the blink of an eye, Diana changed into her Wonder Woman attire and stepped up between her friends and Giganta.

"Citizens, clear the area!" Diana commanded getting all the innocent bystanders to flee in terror. "We shall dispose of this brute. Come, Karen and Gwen, to battle!"

"But my suit's not ready." Karen said.

"Then go ahead into the store and find the parts you need." Gwen said removing her backpack from her shoulders. "Wonder Woman, can you keep Giganta busy while I change?"

"No issue at all." Wonder Woman said leaping toward Giganta. Meanwhile, Karen hid herself in the electronic store and Gwen ran somewhere to change into her Ghost Spider costume.

Wonder Woman leaped to deliver a hard punch to Giganta, but just as her fist made contact with her face, her wrist bones cracked, and she landed on the ground clutching onto her hand. This new villain turned out to be more durable than the amazon thought.

Wonder Woman saw a hockey stick on the ground and rolled herself across the floor to obtain it and arm herself with it. She readied herself into a battle stance, but Giganta armed herself too. She took the biggest, heaviest weight she could find and picked it up. She then moved all the plates to one end and held the weight like it was a bludgeon.

Giganta threw her weight around trying to smash Wonder Woman with it, but the amazon princess was too quick and dodged making her make holes in the ground instead. She tried to attack with her hockey stick, but Giganta swung her weight again and smashed it to pieces.

"Ha!" Wonder Woman laughed pulling out her golden lasso. "Let us see how you stand up to the Lasso of Truth!"

She threw her magic rope over at Giganta, who let it wrap in one of her arms. The two of them struggled until the larger woman grabbed onto the rope and used it to pull Wonder Woman to her. She tied her up with her own Lasso of Truth and hang her over a store sign.

"The lasso compels me to tell the truth." Wonder Woman said sadly. "This is humiliating."

While Giganta laughed over her victory over Wonder Woman, Kara saw the fight and quickly changed into her Supergirl outfit.

"Hey, meat brain!" she yelled flying over to the villainess. "Over here!"

She landed several successful punches to Giganta's face knocking her back a distance. When she was done, Giganta recovered from the blows and grabbed Supergirl before smashing her repeatedly to the ground.

"That all you got?" Supergirl asked trying to stand back up. However, Giganta grabbed her again and threw her out the skylight sending her far out of the mall.

By then, Gwen changed into her Ghost Spider outfit and saw both Wonder Woman and Supergirl defeated by the bigger girl. That's when Babs came out of the cowl store with shopping bags full of cowls she bought.

"Hey, buddy." Babs greeted. "Wait, why are you Ghost Spider right now?"

"I'll give you a little hint, except it's not so little."

The Ghost Spider pointed ahead, and Babs looked to see Giganta wrecking the mall.

"A fight!" Babs said. She jumped into one of her shopping bags and popped right back as Batgirl. "Wanna double-team this meathead?"

"After what she did to Diana and Kara, I'm ready to send this gorilla to the zoo where she most likely came from." the Ghost Spider replied.

The Ghost Spider took lead and swung ahead to kick Giganta in the back of her head. The big villainess grunted before seeing the web-slinger attach herself to the wall.

"Giganta, huh?" the Ghost Spider asked. "I'm guessing you were either a misunderstood circus performer or a rejected professional wrestler. How else could anyone explain your outfit?"

Giganta growled and reached out to grab her, but the Ghost Spider leaped away. When Giganta turned to face her, she instead faced Batgirl, who had a tennis racket in one hand and a purple explosive in the other.

"Tennis anyone?" she asked right before swatting the explosive right at the villainess. The explosion blew into a cloud of smoke upon impact with her. "Yes!" Her celebration quickly ended when the smoke cleared and Giganta stood there unharmed. "Uh, oh."

Giganta slammed her hand down on Batgirl, but she dodged out of the way. While Giganta's attention was on her, the Ghost Spider swung above her and used her webs to create a big net, which she then dropped over her.

"Holy cow! It worked!" the Ghost Spider cheered, right before Giganta flexed her muscles so hard, she broke the net that held her. "Oh, crud! I can't believe it didn't work!"

Giganta raised her fist into the air and started swinging it at the Ghost Spider.

"Ghost Spider, look out!" Batgirl yelled pushing her friend out of the way. Instead, the punch hit her and sent her flying across the mall. She hit the wall and fell unconscious.

"Batgirl!" the Ghost Spider yelled before finding herself facing Giganta all alone.

"Giganta… SMASH!" Giganta yelled throwing her punches at her, which she jumped to avoid.

"You're SO going to get sued for saying that, lady!" the Ghost Spider retorted trying to get around her.

Giganta managed to grab the Ghost Spider's legs and throw her back into the sports store. She followed her in and raised her foot ready to stomp on her.

"Wait, wait!" the Ghost Spider said.

"What?" Giganta asked.

The Ghost Spider then shot weblines into a rack of weights behind Giganta. "WEIGHT!" she yelled yanking them on top of her.

The Ghost Spider kept her distance as Giganta recovered and went after her. She then saw a shelf full of bowling balls and knocked it over rolling all the balls over to Giganta.

"This always worked in cartoons!" She watched as the balls rolled to Giganta's feet, but as she stepped on them, they were instantly crushed under her weight. "Oh, television cannot be trusted!" She tried swinging back out of the store. "How am I going to beat a girl this big? All Jack needed was a beanstalk and an ax."

She tried to swing away, but Giganta leaped so hard, she landed in front of her and grabbed her in her arms. She began squeezing her massive grip on the Ghost Spider crushing her in a bear hug.

"You shouldn't have bugged me, bug." Giganta taunted. "Now, I'm going to crush you like the bug you are."

Gwen strained trying to keep her bones from breaking. "Spiders… are… arachnids."

"Hey, you!"

Giganta stopped crushing the Ghost Spider when she heard another voice. When she turned, she saw Bumblebee standing over to confront her.

"Why don't you pick on someone your own size?"

Bumblebee pressed a button on her gauntlet and began to hover, glow, and grow again. Giganta was getting worried that she was about to face someone even bigger than her.

However, just like before, Bumblebee's device failed. She flashed back into the size of a tiny bug flying in the air.

"Oh, come on!" Bumblebee yelled in annoyance.

Giganta laughed so hard, she loosened her hold on the Ghost Spider. The web-slinger took her opportunity and swing out of Giganta's hold. She headed over to an upper floor and held onto her aching body. She had no choice but to watch helplessly at what was about to happen.

"Oh, no. Karen…"

Giganta approached Bumblebee and was about ready to smash her hand on top of her. The little heroine braced herself for the crushing fate that awaited her.

Giganta's hand hit the floor. An explosion of dust came from the impact. However, surprising both her and her enemy, Bumblebee remained okay. She wasn't crushed; she managed to remain in a very lucky spot that happened to get her between two of the villainess' fingers.

"I'm… I'm alive." Bumblebee said with a relieved smile. That's when she realized her true strength. "And it's all because, I'm a puny, little insect!" She flew on up to Giganta's face. "Time to sweat the small stuff!"

Bumblebee began by flying around Giganta's head. The villainess tried to swat her away, but she was too small and fast to get hit. Bumblebee then flew in closer, just close enough to tickle Giganta. She flew right up to her making her fall on her butt.

"Talk about a little fish in a big pond." Bumblebee taunted.

She continued to get chased by Giganta and made her chase her to the upper floor where the Ghost Spider watched proudly from afar. Once Giganta made it to that floor, Bumblebee surprised her with a zap from her stingers, but surprisingly, they weren't very effective.

"Not to self: upgrade stingers." Bumblebee said worryingly.

Giganta threw a hard punch at Bumblebee, who avoided it. The heroine then came up with an idea and flew over to her enemy's face. Giganta swung her fist at her again, and like before Bumblebee dodged it. However, the fist made impact with Giganta's face. She punched herself and knocked herself nearly over the railing with her own strength.

"Hey! Why are you hitting yourself?" Bumblebee taunted before tapping Giganta's face.

Giganta yelled as she fell over the railing and landed roughly on the ground. She broke right through it and the floors below until she stopped landing right into a parking lot.

Bumblebee flew over the holes Giganta made with her fall and gasped in disbelief over what she did. "Did I do that?"

"You sure did." the Ghost Spider said limping over to her friend. The other Super Hero Girls gathered around her.

"Nice work, kid." Supergirl congratulated.

"You have done Athena proud, Karen." Wonder Woman praised.

"Growth tech, schmowth tech!" Batgirl yelled.

"Yeah." Bumblebee chuckled feeling a little faint. Thankfully, the Ghost Spider caught her and kept her from falling.

"I got you."

"Thanks, Gwen. And you were right. I didn't need to be bigger. It turns out, being small does have its advantages."

"And what about Doris?" the Ghost Spider asked.

Bumblebee scoffed. "If I can beat a hulking Goliath like Giganta with my size, then I'm sure I can handle Doris."

"That's good to hear."

"Speaking of Giganta, we should probably get her ready for the authorities." Wonder Woman said.

"Got it handled." Supergirl said flying down the Giganta shaped holes. A second later, she called out to her friends. "Uh, guys! She's not here!"

"What?" Wonder Woman asked.

Everyone followed Supergirl down to the parking lot. There was a Giganta sized imprint, but the villainess was nowhere to be found.

"Did she run away?" the Ghost Spider asked.

"I don't think so." Batgirl said looking around. "Even for a girl as big as her, she was bound to be unconscious if she fell these many stories."

"Then where is she?" Wonder Woman asked.

Giganta groaned as she woke up. She felt her head while recovering from the unconsciousness she was coming out of. That's when she noticed four other figures standing above her. They were Kraven, Sandgirl, Poison Ivy, and Dr. Octopus.

"You sure we need her, doctor?" Kraven asked. "She's clearly an idiot. Why would you save her from getting arrested?"

"This girl defeated four of the Super Hero Girls with ease." Dr. Octopus said. "Only a fool would overlook her."

"Uh, what's going on?" Giganta asked. "Who are you people?"

"You can consider us a team with a single purpose: to crush the Super Hero Girls and take over Metropolis." Dr. Octopus said. "Where one is weak, another is strong. So if we work together, we will have our revenge. Join us, Giganta, and not only will you destroy all your enemies, but I will personally see to it that Metropolis becomes your own personal playground."

Giganta smiled evilly and laughed. "You make a good deal. I'm in."

"That's just what I was hoping to hear." Dr. Octopus said. "Now, we will need two more supervillains before we take the fight to the Super Hero Girls. I don't suppose you know anyone who could help us? Someone vile and powerful at the same time?"

Giganta gave it a hard thought before smiling again. "Yeah. I do know someone."