Hey peeps! This story will be worked with OfficialUSMWriter. I don't own Ultimate Spider-Man, just mine and OfficialUSMWriter's idea of Penelope Parker/Spider-Woman and Aden Ayala/White Tiger.

Hope you guys enjoy it!


"Great Power"

"I know you're out there, you wall-crawling menace!"

A slim, lean figure rests on a Bugle-board. A girl, a superheroine at that, sporting the colors of red and blue, a black spider on her chest and a blue spider symbol on the back, big white bug-eyes outlined in black, boots, a mask, and gloves of red with a black web design, from her shins to her thighs is blue and extends to her sides exposing her chest and abdomen to be red with the web pattern, middle of her forearm to nearly her shoulders is blue. She was about 5'6'', slim body outlined in lean, gymnast-like muscles, and a chest slightly bigger then other girls of her age.

Penelope/Spider-Woman P.O.V.

"And it is the duty of every New Yorker to report the actions of these masked mistreans. So listen up!" A man fully appears on the screen; he is in his late forties or early fifties, white hair trimming the side of his head, the top of black hair, a black mustache, and green eyes. "As long as J. Jonas Jameson is CEO of Daily Bugle Communications, I won't rest until New York has seen the last of Spider-Woman!"

Great. It's going to one of those days.

A web strand launches through the air, as I press my middle and ring finger into my palm, and lands on the screenboard on J.J.J's face. "And a good morning to you, J. Jonah Loudmouth." I leap off the edge and swing to the right down Times Square.

"Other kids I know start their morning with orange juice. Me? I get yelled at by a hundred-foot tall cranky-pants."

Some people may think I'm crazy since I have conversations with myself or think in my mind but I'm not; it's called narrating. I scale up a building with its windows gleaming in the morning sun, I shoot a web and swing down towards another street.

"Where's the little love for the Spidey-Lady?" I send myself into a corkscrew flip, ignoring J.J.J's rant of me not being a hero, blah, blah, blah. "I'm out here alone everyday trying to do the best I could at this hero biz." I swoop down a street accidently blowing off a man's hat as he reads a Bugle newspaper with me, of course, on the cover naming me a 'menace'. "It's not easy learning the ropes by yourself. Let's face it, 'Introduction to Superheroing' isn't exactly a high school elective."

I send another web as I backflip with my legs extended out, holding my momentum as I sail through the air. "Speaking of school, I still need to pick up a cake for Aunt May before first period, spend some hangtime with my best friends Harry and M.J., and maybe a nap between classes." I land on top of a building then hear tires screeching, spotting a police car swerving towards a pink bakery shop. "But first let me save that police in that skidding car."

With my quick reflex, I created a web stopping the car of colliding into the interior of the shop. A policeman rises up from the vertical car then spots me on the side of the building. "I'm starting to think Jameson is wrong about you Spidey," he hollers to me as the police siren dies down.

"Spread the word chief," I saluted with my left hand and jump down from the building and landed in a crouch. In front of me is a bank truck with the back doors wide open and a familiar yellow, glue-like substance coating the back wheels. Boot steps echo through the truck and out comes a bald man with dull green pants, silver knee pads, black boots extending to his knees, a brown leather belt with trinkets attached, black armor covering his entire front but no sleeves, black leather googles sitting on his brow, black metallic gloves with small blasters on top which is connected to his back, and on his back is a metallic backpack filled with the sticky substance. "Hiya bug-brain, I knew that would draw you out."

"Oh great, the Trapster. I've been Spider-Woman for about a year and I fought this guy three times." A drawn me was stuck to the front of a school bus with kids and the Trapster laughing, and the driver looking really mad; a big giant red F appears on top. Then I was stuck to the flame of Lady Liberty's torch with Trapster laughing, and a giant, red F-. Finally I was attached to the back of The Thing with Trapster in a running motion, laughing and a red F-. "Can you even get a F minus minus? Let's see if I learned anything from my mistakes, fourth time's gotta be the charm."

Trapster draws his right gun firing a glob of the sticky glue; I take a leap and did a front flip then using my enhanced strength, I punched his jaw sending him flying into a car. He lands on his knees then gets up with a frustrated frown but turns into a maniacal grin as he held up two metal cylinders and press the red buttons on the top. 'Oh no!' Trapster chucks the cylinders at me but I take another jump and kick each one away from me, then I land in my signature crouch ignoring the explosions behind me. Another rolls right in front of me so of course I leaped but I was caught in its sticky range. Blobs of glue attach to my right side of my body, including my right hand and arm, and stick me to the side of a building.

"Come on, come on," I hiss under my breath. Then I stop my struggles to see Trapster aiming his glue gun straight at me so I fire a quick squirt of my webbing, covering the opening. He repeatedly try pulling ono the trigger but nothing comes out. His backpack starts to shake then his face appears in a fearful cover. I close my eyes then an explosion occurs as I hear it.

I flex all my fingers into a clenching fist then shiny but pointy stingers appear from the base of wrist and through the small hole I sewed into my suit for them. I twist my wrist and carefully slice the goo freeing me from its clutches. I jump down and stood up as to see Trapster covered head to toe in his glue, his backpack broken up into pieces, and, thankfully, his mouth covered.

"This is when I leave the 'Friendly Neighborhood Spider-Woman' note, can I borrow a pen," I lean in offering my hand out. Then his eyes widen clearly seeing something and muffled cries ring from him. "Interesting. Villain's eyes widening in terror but Spidey-sense not tingling," I mumble.

"For those of you new to the Spider-Woman experience, let me explain the whole Spidey-sense thing but first the deadly pointy things I wear on my wrists. I like to call them stingers as they appear when I need them; but when I'm angry or feeling any strong negative emotion, they can produce a certain type of poison like a paralysis poison to stun. Then there's is the Spidey-sense. It's like a early-warning system in my head that kicks in whenever there's danger. Aaaand maybe it's on the blank?"

"Hello, is this thing on?" I ask as I knock slightly on my head. I look up, the direction Trapster was looking at, to see the one and only Helicarrier hovering above the buildings.

"Woah, SHIELD Helicarrier is coming in low," I gaze up the gargantuan aircraft.

"Spider-Woman." My body stiffened in shock as I turn around to see a man with dark-brown skin, an eyepatch on the left eye, and in clothing which is all black. "Nick Fury, director of SHIELD. That's the Strategic Homeland Intervention Enforcement and Logistics Division. The super spies."

"You super spies make it a point to sneak up on hardworking heroes," I ask.

"Kid." he points to the street. The bakery's glass shattered, a woman trying to get her kid unstuck from the glue, some cars covered in the glue, and a policeman trying to free a horse from the sticky substance.

"We gotta talk," Nick Fury replies with me frowning as I know where this is going. "No one's saying you stopped the bad guy but look around you." Of course all I saw was the destruction of me trying to help but failed. "Is this the way Captain America would have done it? Captain would stop Trapster in five seconds, you took three minutes with lots of collateral damage."

"I do a good job," I defend myself as I point my thumb at me.

"For a clueless rookie."

"Yeah-wait!" 'Oh he didn't just call me that!'

"Look everyone starts out clueless, even Ironman back when he was a novice," Fury looks back at me, "He finally learned, eventually. What would you say if I could turn eventually into right now as Spider-Woman?"

"I knew it, you want me to buy a line of self-help books. Not interested, besides I'm tapped out until pay day," I slowly turn about to take a step away, "So if we're all done here-"

"I'm serious, Penelope Parker." I immediately stop in my tracks as I hear him saw my real name; Penelope Parker.

"You know," I whisper in spite that no one heard him.

"Everything, super spy remember," he points to himself clearly amused by my reaction.

"And BAM, one serious part of my life. Growing up with Uncle Ben and Aunt May, pretty typical childhood." A eleven-year old of myself with my round glasses and my brown, coffee hair in a ponytail siting in a chair with Uncle Ben. He was adding a chemical into my new chemical set while Aunt May was holding a tray with other vials. "Until the radioactive spider bite, then came the powers, and that terrible night I lost Uncle Ben." The fifteen-year old of me was shocked as a giant, red swollen bite appears on my right hand, then I didn't had to use my glasses anymore, my discover of my powers by scaling a wall, and a masked stranger who shot my uncle. "That was when I made a promise to do something good with the hand that fate dealt me. Things I wouldn't joke about even if I knew how." Two scenes play out as me and Aunt May clutch together, dressed in black mourning for the loss of Uncle ben; then me in my little science basement creating my web shooters and the costume.

"With great power comes great responsibility, good words from a good man," Fury looks down at me as we stand chest to chest.

"Uncle Ben was the best," I break our gaze as I look down sideways mournfully.

"It's been what, a year now," Fury asks as I still feel his eyes locked on me.

"Today would have been his birthday," I reply without my usual happy and sarcasm tone.

"You've honored him of doing what you do," he sets his hand on my left shoulder, "Now I'm offering you a chance to do better, to really learn about responsibility."

"Translation or meaning," I ask, totally lost.

"I want to SHIELD train you to be a better Spider-Woman. The ultimate Spider-Woman," Fury says.

"And how ultimate is ultimate," I ask then we both spot Trapster running off.

Nick Fury fires a blue blast which swoops down and hits a street light way up high on a building, then it falls down clashing with some walls, and finally collides with Trapster's head; knocking him out and breaking his googles. "That ultimate."

"Sweet," then my phone starts to ring then on the caller ID was a redheaded teenage girl with green eyes. "Hehehehe, I should probably set my ultimate cellphone to ultimate vibrate."

"Your tech needs an upgrade, try ours," he places a pentagon device then presses it; it transforms into a red web shooter with tiny holographic scope, "SHIELD tech guys develop this next gen web shooter."

I flick my wrist up and down, "Too big, too clunky." Fury holds out his hand. "I didn't say no."

"With your talent and my training, you could learn to be a better hero. The next Cap, the next Iron Man. One of the greats."

In my head, I flex my arms with a picture of Ironman and Captain America behind me but my 'muscles' flop down. "Thanks for the offer but I'm not allowed to talk to strangers. Have a nice life, okay cool." I jump up then shoot a web line, launching myself back into the air.

Third Person's P.O.V.

Fury watches Spider-Woman launch off then rolls his eye at her behavior, "Teenagers."

Not far from Fury, a security camera is posted on a side of a building but not to capture footage at robberies, no, to film Spider-Woman. On a desk is some pictures of the heroine as a single finger scrolls through them.

"Impressed Mr. Osborn," a raspy voice communicates to the head of Oscorp Industries.

"Very Octavius," a man in his late thirties with red hair, blue eyes, and wearing a grey business suit with a white shirt underneath and a red tie, replies. "More than ever I'm convinced Spider-Woman is the key to superiority. Once I replicate her abilities, I'll market an army of spider-enhanced super soldiers to the highest bidder. Nick Fury is a fool to think he can get Spider-Woman to work for SHIELD; I prefer Spider-Woman the way she is, headstrong, undisciplined, and easy to anger."

"And easier to turn, I'll inform our remaining allies to begin phase two," the same faint raspy voice replies in a dark room with four mechanical tentacles attached to his back.

Penelope/Spider-Woman P.O.V.

After the whole debacle with Trapster and Fury, I changed into my secret identity as regular Penelope Parker with my messy brown, shoulder-length hair tied in a messy ponytail, my sky blue eyes, and I am wearing a blue t-shirt along with baggy pants and sneakers.

"Penny," I turn around at the sound of my nickname to see Mary Jane Watson, "I've been trying to call you all morning. Where have you been?"

"I want you Parker to be the Ultimate Spider-Woman!" Nick Fury's head pasted on the top of a poster with a description of 'I want you for S.H.I.E.L.D.'.

"Umm, bus broke down," I reply with my voice not sounding very convincing.

"Sure," Mary replied. Mary Jane Watson was a redheaded girl of my age with medium-length hair, green eyes, wearing a white undershirt with a pink button shirt, on top is a black leather jacket, blue jeans, and black flats.

"I hate to lie to MJ, ever since we were kids no one's been a better friend than Mary Jane Watson. Like the time when we were five and ran away forever, yeah, we weren't allowed to cross the street so we just walked up and down the driveway." A five-year old of me was pulling a red wagon with MJ on board but with us only in front of my house. "When we were twelve, we reached the age that we were interested in boys but MJ had the guts to even kiss a boy." Twelve-year old Mary Jane was sitting on a bench with a boy and kissed him; with the result of Penny in the background gagging along with MJ after the kiss. "MISTAKE!"

"I wanted to show you this," MJ showed her phone at me, bringing me back into reality. "It is the duty of every New Yorker to report the actions of these masked miscreants, especially that ticking time bomb called Spider-Woman!" J.J.J. complained on the screen of me being a 'menace'. I mean come on, I saved a lot of people from danger and all he does is to try to deflate my confidence.

"Doesn't that jerk ever shut up," I scowl as the video ended.

"Someday that jerk will give this journalism student her first job," MJ replies.

"I know you want to be a journalism but come on. You wanna work for Jameson, total nightmare," I throw my head back at her poor choice of job.

"That's what is takes, Jameson's the biggest game in town. Kids like us have to be realistic Penny, we all can't be like Harry," MJ types on her phone a bit and turns around the see my other best friend Harry walking down the hall. Harry was my age with auburn hair, brown eyes, and wears a black vest over an untucked white shirt with gray pants.

"Meet Harry Osborn, I love Harry; by that I mean like a friend. Everyone loves Harry, why not. He's rich, he's handsome (to other girls), and most importantly he's been friend to me when I needed one most."

(Flashback)

One day thirteen-year old Penelope Parker was fixing her back tire as it popped from a sharp nail and she was late for dinner; to make matters worse, it started to rain as her soaking hair plastered to her face and her clothes doused in rain. Then a fancy black car stops by her in which she stops her action and approaches the window. "Hey Penelope Parker," younger Harry Osborn scrolls down the window.

"Uhh, yeah," she replies confused why he was there.

"Heh," Harry was amused at her reaction as he had a little crush on the smart girl, "It's me Harry Osborn, you know from school, get in."

With that he scrolls the window back up as Penelope carries her bike into the truck and closes the trunk door.

"Thanks Harry, you didn't have to," she buckles in as she runs her hand through her wet, hair.

"No problem," he slightly blushes as she was quite close to him, "Dad this is the girl I told you about. The one that's always getting picked on." Penelope offers her hand but sets it down to be more polite as she was wet.

In front of her was Norman Osborn, "It seems you could use some friends Penelope."

"That'd be cool," Penelope offers a shy smile as she was known as a 'science nerd' in school also bullied by the boys for her homework or they try to convince her to go on dates.

"Perhaps you'll be a friend to my Harry, help keep his mind on...studies," he replies with a unusual twinkle in his eyes. His son always talked about Penelope Parker of how smart she is, how kind she was as she offered him to help on one of the tests, especially on one slip up of how beautiful she was to him; Norman had to agree as he sees her as a potential girlfriend to his son.

Harry caught that drift and managed to fight his blush off, "I wish you would stop micromanaging my life."

"Give me reasons not to."

Penelope senses the tension, "I just met you both but I think it's great you have a dad who cares so much."

"It sounds like you speak from experience," Norman taking notice of her words.

"I never knew my dad sir, but my Uncle Ben busts my butt when I get out of line," Penny offers a warm smile at the thought of her beloved uncle.

"And Penelope is none for worst than that now is she Harry," Norman lightly smiles.

"He's smiling, my dad's actually smiling. How'd you do that?" Harry asks her, clearly impressed.

"It's a gift. Also just call me Penny," Penelope grins as Harry smiles back but quickly turns out to window to hide his faint blush. As Penelope oblivious to his true feelings for her.

(Flashback ends)

"And since that day, we've been best friends forever. Well that's life in Midtown, it's okay."

"Hey! Puny Parker!" A voice rings out sending me into a angry scowl.

"With one drawback." "It's locker knocker time," a big boy of my grade punches lockers as he comes my way. He has a muscular build, blonde hair and on the side is a shaven lightning bolt, green eyes, wearing a school's football uniform, light blue pants, and a black belt with a bronze clasp.

"That sasquatch looking towards me is our reigning football Flash Thompson but his real name is Eugene. Back in the first year of middle school, he was bulling a poor kid but when I stepped in he asked me out on a date. But as I declined he continued to beat up the boy until I said his real name which embarrassed him in front of the entire school. Now there's a rigid consistency to our 'relationship'." "Happy first day of school, dork," he slams the locker door of a seventh-grade me. "Feliz Navidad," again he shuts the door of an quite older me wrapped in Christmas lights. And finally me after the spider bite was in a locker as he says, "Catch ya next fall." "Just once I like to turn it around." Me as Spider-Woman wrapped Flash in a web cocoon and launch him off to the distance as he screams.

"Sleep tight," he slams the door on me as I am squished into my locker.

"If I did that I'd be everything Jameson ever accused me of and everything I promised Uncle Ben would never become," I sigh then the door opened by the old janitor guy with dark grey hair on top with white on the sides and orange-tinted glasses. "What again? You should punch out that big goon, stand up for yourself girl. Why when I was your age do you think I let a slab of meat push me around? No siree Bob, it's just like I was telling Irving Borbesh the other day, Irving I said, you are nobody's doormat." I snuck away then I heard a 'bonk' followed by a huff which means he whacked himself with the broom again.

(Time Skip)

Finally it was lunchtime as I was being served food along with Harry. The cafeteria lady slapped a piece of green jello on Harry's tray followed with a wink. "Locker knocker time again, Flash is such a tool," Harry walks along with me towards our usual table with MJ already sitting there.

"And that's the worst thing happened to me today, I'm coming out ahead," I finished telling my two best friends my morning minus the Spider-Woman thing. I scooped up some rice until my head started banging like crazy causing me to drop my fork on my tray.

"Remember what I told you about Spidey-sense, this time it's kicking up a storm!"

An explosion occurs behind me but luckily I grabbed Harry and MJ before the blast or we would have squashed by our table. I twisted my body to see three villains, two men and a woman while our principal was floating in the air.

"Attention students, your principal has something to tell you!"

"Students, your attention please! The school is now under the control of the...the..." he stammers of either he forgot their name or too afraid to speak.

"The Frightful Four," the woman responds.

"Uhh there's only three of you," MJ responds but then we all duck as the principal was thrown across the cafeteria.

"These guys are bad news. Wizard, master of high tech gadgets." The Wizard has black hair, brown eyes, a black moustache, wearing high tech purple armor, with big bulbs on the helmet, on the chest and knees, and wears a black visor. He throws several metallic disks, causing some tables to float in the air.

"Klaw, the villain made of living sound." He has an android body with red all over, black strips on his sides, down his chest and to his thighs, circled around his forearm, chest, neck, and head, along with the top part of his head is purple, and red eyes.

"Thundra, ruthless warrior woman from an alternate future timeline. Don't ask." Thundra has a slender but very muscular body, green eyes, red hair and red lipstick on her lips, a golden tiara on her forehead, she wears a two piece red outfit with yellow lines with one sleeve that covers only her right arm and reveals her abdomen, a black belt with a golden buckle around her waist, red pants at the bottom is yellow with red lines, and wears yellow boots.

"And the Trapster- wait, I already caught him."

"Before the Trapster was captured he learns Spider-Woman attends this school and unless she gives herself up, we'll tear this place down brick by brick," Wizard floats forward making sure everyone has eyes on him.

"YEAH!" A single voice cried in delight.

"We're serious," Wizard replies coolly making the student clasp his mouth with his hands. "Claw." Claw opens his claw sending a sonic wave causing a wall to crumble and students to run towards the other end of the cafeteria. Wizard floats forward again and stopping in front of me but ignoring me. "So who is our mysterious wall crawler? A teacher? A student? A cafeteria lady?"

"Really a cafeteria lady, I mean I can see me being a teacher and I'm already a student but that?!"

"They seem reluctant to talk. Claw make them listen to reason," Wizard addresses his teammate. Claw sends ear-splitting sound at some students as they try too drown the sound by covering their ears.

"STOP IT!" I shout catching the villains' attention.

"Penny, no," MJ clutched my arm but lets go as Wizard faces me.

"Hmph, definitely not Spider-Woman," Wizard scoffs.

I slightly narrow my eyes, 'Oh you don't even know.'

"I'll crush the runt," Thundra threatens as Claw takes a few steps forward.

"Don't crush her, make an example of her," Wizard replies.

Then a wave of sound crashes at me, making my head ache and causing me to scream in sheer pain. I clench my ears with my hands and close my eyes but leaving a sliver open to see what's going on; Harry looked like he was going to tackle Claw but was held back by MJ. "SHUT IT DOWN! I'LL TALK, I'LL TALK," I plead then the noise dies off. I use a table to pick myself up as my head aches as well my body then something green in front of me sparks an idea.

"Well, you have something to say girl," Wizard smirks as he already won.

"Listen up, everybody needs to hear this," I slip my hand underneath a silver tray of food, "FOOD FIGHT!" I must have used some of my Spidey-strength as the Wizard slammed on to the ground pretty hard as he grunts in slight pain. I hear a bunch of excited shouts then a tray of green soup collides on the side of Claw's head. In the midst of the chaos, I roll underneath a table and took off towards a pillar then crawled up using my hands and feet. "This is nuts. How did they know, how did they find me?" as I took off my shirt, a small metallic tracker was stuck to my armpit.

"It must have happened during my fight with the Trapster. Fury was right, I have a lot to learn about responsibility." I crush the tracker with my index and thumb in anger; then I slip on my mask. 'Time for work,' I thought.

"Dude, don't point that thing it might go off," I shoot a web then pulls the line as Claw's claw was pointed to him, making him quite dizzy as he walks into a pillar. "It really stinks to be you today, actually it probably stinks to be you everyday," I pointed out to him, "Then again it could be me, I haven't washed this suit in a week." Then I spot Thundra holding the same boy, who wanted the school to be destroyed, by his collar. "Hey little Miss Muffet," I kick her back with my two feet, she slams into a cafeteria table, then I did a back flip, "The spider just kicked your tuffet." As I landed, I caught the boy bridal style and he looked at m in admiration. Then Thundra charges at me again but I backflipped over her and push her into another table with my legs.

Third Person's P.O.V.

"Spider-Woman, finally, Dr. Octavius we've found her. Transmitting now," the Wizard whispers in his comlink.

In the same laboratory Dr. Octavius was watching Spider-Woman in combat, "Excellent. The Wizard has Spider-Woman engaged in combat, the team will give a detailed profile about her powers."

"Good," Norman Osborn replies as he listens.

"There is a small matter of witnesses, shall I have the Frightful Four destroy Midtown High," Dr. Octavius says.

"Midtown, no you fool my son is there," Norman dashes off screen.

Penelope/Spider-Woman's P.O.V.

Thundra slams a table down but I jump out of the way and took another leap and landed on a pillar, dodging another Claw sound wave. I turn my head slightly to see the Wizard lifting a bunch of cafeteria tables as he finally chooses to commit into the fight. My Spidey-sense tingled a bit as I took another leap and in midair I shoot a web at Claw's arm; I landed in front of him and pulled his weapon to hit Thundra as she flies behind the food counter. I swing my web line attached to Claw and spun him in full 360; and as he was about to collide with Wizard, the purple villain protected himself with a shield of tables resulting Claw to be taken out momentarily.

The Wizard thrusts his hands forward as all the objects come at me. I leap onto a table, "Looks like I'm off to the wizard." I pushed on a table with my hands and backflipped into me using my feet to grab a couple chairs to push myself upward, I crawl up on the surface of a table and switched from right to left, and backflipped over the last table as I shoot two webs and swung. The table slams full force Wizard into a wall with a girl running away and shrieking. The table was brought back down to the ground by gravity, revealing Wizard twitching with his visor half off then he collapses on the table's surface.

"Oh yeah," but my victory was short lasted as Thundra appears behind the counter with yellow corn sitting on her hair and its juice dripping along her face. "You know, cream corn is a really good color on you."

Thundra lets out a bratty cry and punches the counter away; I leap up, dodging the debris, and shoot two webs but Thundra grabs the web lines and pull down. I land on my back hard, groaning and dazed as my eyes are shut. 'Here it comes,' I lay on the floor waiting for her punishing impact on me but it never came. I sit up rubbing my back then I hear MJ's voice.

"Here is my first front page story." Then a sound wave impacted her but my body froze as I saw Harry cover her with his body.

"Hey leave her alone," but his bravery act made Claw send a powerful sound wave with Harry sliding about ten feet and he just laid there, either hurt or worse unconscious.

"Oh no Harry," I hiss under breath then with my anger fueling me, I stand right back up.

"This school is filled with would be heroes," Claw says but was cut off as I deliver a powerful left heel kick sending him into a counter. I land back into my crouch but in a split second I spot Thundra's fist coming in but luckily I grabbed her with my super reflexes. "Let's dance, shall we," I say with a artificial gentleman-like voice. With my free right hand I shoot a web at her head then spin her and finally enveloped her in a web cocoon. Many cheers from the students drove me forward. But small disks touch some of the students' backs and they start to float towards the Wizard.

"Floating hostages, Spider-Woman won't dare attack." I growl lightly under my breath but spots Thundra hopping on one foot so I grabbed her pretending to launch her; and as expected the Wizard covers himself with the students.

I toss Thundra aside then slide along the floor, "Real clever Wiz, you left the back door open." Using both my hands I launched him into more fallen tables; then he rises from the mountain of wood to only see me kicking him with both of my heels into a school hallway.

I spot him at the end but then a familiar but a not-so-good voice catches me off guard. "Spider-Woman," Flash Thompson's jacket was unbuttoned with a t-shirt of my face inside a red heart. 'Oh no!' "Flash Thompson, I'm your biggest fan. Let me help you."

A mischievous idea pops in my head, I walk by a locker and open the door, "Defiantly, step in." Flash walks in without doubt as he fits his body in the green locker.

"Now what?" he asks oblivious that I'm just doing a prank on him.

"Wait for signal then jump out and we'll surround him. Remember wait for my signal," I say, trying not to burst out laughing as I close the door.

"Immature I know but it felt so good!" I pump my fist in the air happily. "Uh oh!" I leapt up on the ceiling and pull out a vent opening with my sticky fingers and crawled in. Then the cafeteria doors were busted open as Thundra bulldozed through them.

"Where is she," Thundra growls searching for me.

"We're not being paid to fight cops, let's go," Wizard joins them as they run off through the hole in the wall they busted through.

(Time Skip)

I elbowed and pushed through a crowd of students as I entered the cafeteria looking for MJ and Harry.

"Harry it's MJ, can you hear me," I hear MJ plead anxiously so I use her voice to maneuver through the crowd and find them. I spot MJ cradling a knockout Harry's head. I collapse on my knees and touches his shoulder as I whispered, "Oh this is all my fault?" A shadow passes over us as the crowd parted then I spot Harry's dad, "Mr. Osborn, I-I-I'm sorry."

Norman picks up Harry bridal style then looks at me with a sympathy expression but it was harder then he spoke, "Why apologize Penelope, what could have you possibly done?" With that Norman Osborn carried his son out of the building.

"It's not your fault Penny," MJ pats my shoulder, trying to be comforting, but only if she knew.

Those crooks were after me, Spider-Woman but I couldn't save my best friend and endangered the school by putting them at risk. Most of the students who weren't hurt left the school as seen we won't be having classes anytime soon today. I stroll through the hallway behind the group of students who were also leaving and going back home. Instead of my lighthearted conversation with MJ, I lagged behind stuffing my hands in my pockets. "Worse day ever," I sigh with my head hung. Then a knocking on a locker door and a voice, "Spider-Woman, hello, I'm ready!" "Okay that helps a little." I giggle slightly but continue my journey to my house.

(Time Skip)

I finally reached my front porch with MJ by my side which we both hugged each other, then she walks down the stairs and down the block to her house. I take a deep breath in, calming my nerves, and open the door; I took a left which I found myself in the kitchen. The TV in the kitchen volume is high as I hear J.J.J. familiar bellow.

"In a shocking betrayal of the justice system, she claims to uphold Spider-Woman led known super criminals in an attack on innocent school children! Believe me ladies and gentlemen, it gives this humble commentator less pleasure than I imagined to say: I told you so! It is the opinion of Daily Bugle Communications that the police should issue a warrant for Spider-Woman's arrest and use nothing less than deadly force to be employed for the pursuit of Spider-Woman!"

For once Jameson might be actually telling the truth as I did lead the Frightful Four to Midtown High and endangered the lives of many. I grip my backpack straps hard but took another cleansing breath as I spotted my stinger lightly gleaming in the light; they appear mainly when I experience a strong emotion.

"Penny," a woman in her late 40s with short white hair and bangs framing her face, blue eyes, wearing red lipstick and golden earrings, a light green vest, white pants, and a white apron greets me.

"Hey Aunt May," I salute her with a wave as she was putting some chopped carrots in a pot. "Are you okay? I heard there was trouble at your school," Aunt May says very concerned.

"I know what you're thinking, Spider-Woman lives at home with her doting old aunt; loser. Think again, my aunt's pretty cool; she works all day, Monday night she's at yoga." Aunt May was in a studio with her right leg bent behind her head while her hands clasp together. "Tuesday is French cooking." Now she is in a kitchen with a chef and two women behind him all watching her sprinkle a seasoning in a pot; but the food explodes causing everyone to be splattered in brown goop. "Thursday's bowling." Aunt May rolls a bowling ball resulting in a strike, "Oh yeah!" She raises a thumbs-up in the air.

"Her full schedule lets me come and go as I please, of course I have to keep my superheroine stuff on the down low. There's no way she'd approve of her little Penny mixing it up with super villains and thugs."

Aunt May rests her hands on my cheek very delicately as if I was going to break. "Those psychos never touched me Aunt May," I assured her but I was lying because with my Uncle gone, I don't her be more worried about my safety. 'I wish I could say the same for Harry as I visited him earlier."

(Flashback)

I found the hospital room of where they're taking care of Harry so I knocked. A muffled, "Come in." lets me open the door to see Harry in a bed with a nurse unhooking him from some machines.

"Hey, how're you doing?" I ask as the nurse leaves the room with the extra equipment.

"There's still some ringing in my ears but the doc says I'll be fine tomorrow," he offers a weak smile but I'm relieved that he wasn't that injured.

"Awesome."

"Strangest thing Penny those villains seem to believe Spider-Woman goes to your school. Do you know anything about that?" Norman Osborn who was in the room making sure his son was okay.

"Heh I think she sits next to me in Spanish," I chuckle as one day a girl was dressed in a Spider-Woman costume then strum a guitar and said, "Hola donde esta la biblioteca?" Of course she was in the wrong room for the meeting of hero fan club.

Norman seems pretty shocked but he didn't get the fact I was joking. "No sir, I've never heard of it."

(Flashback end)

"You know what if we had Norman Osborn's money, I'll put you in private school immediately," Aunt May says as she kept chopping the carrots.

"Yeah that-that'd be sweet. Hey when's dinner," I snatched a carrot piece and popped it in my mouth.

"It's almost ready, in the meanwhile put the candles on the cake."

Then it struck me like a wrecking ball, how could I forget! "Cake?" I groan and set my hands on the kitchen island with my head hung in shame and disappointment also I dropped my backpack on the floor.

"Yes, the cake you promised to get in the city today, Ben's favorite. You didn't get distracted again today did you Penelope," Aunt May voice is lace with slight sadness.

"I'm sorry Aunt May, I guess I..," I pause knowing that I didn't had a excuse to forget that today was the most important to both of us; Uncle Ben's birthday.

"It's alright, with all that happened today at school I couldn't expect you to remember," she sets her hand on my shoulder. 'Uncle Ben, so sorry,' I thought as small tears pool and balance on my eyelashes.

"I'm just happy you made it home safely."

(Time Skip)

The sun has already set, shrouding the entire city in darkness but nothing was darker than my spirit as today, as Penelope Parker and Spider-Woman, I was the worst niece/superheroine in the history of nieces/superheroines. In my grasp was a picture of me, Uncle Ben, and Aunt May experimenting with my new chemistry set; sometimes I wished I never got these powers and I would have never lost my Uncle Ben and disappointed Aunt May. "Ahh, I can't believe I let her down," I grumble then my stinger appears tearing a hole in mattress. "Ugh, really." I cover the hole with my blanket and retreat my stinger back into my wrist.

"But why should Aunt May be any different," I look up to see me, well Spider-Woman me in my full-sized mirror. "You're always hurting the people closest to you, Uncle Ben, Harry, and you can't even bring a cake home. How are you going to be one of the greats? Way I see it you can accept Fury's offer and take advantage of his training and tech, or keep fumbling along like a clueless rookie. What's it going to be Spider-Woman?"

I raise my eyebrow at my Spider-Woman reflection.

"Are you okay with just being amazing or do you want to be ultimate?"

(Time Skip)

Lightning flashes as a booming thunder followed and rain poured down on me. "Alright, let's do this," I am dressed in my costume, "Put out the welcome mat SHIELD, Spidey's coming a calling!" I run along a building's rooftop as more lightning and thunder ring throughout the city. "Fury's right with his help I could do better." I leap onto a fire escape on the side of a building then fired a web and swing onto a building's surface.

"I'm done with lonely loser routine!" With my sticky feet and hands, I scale a skyscraper and luckily I didn't slip with the rain dripping on the windows' surfaces. "It's time to step up and show the big boys what the ultimate Spider-Woman can do."

As I reached the spire on the skyscraper, I take a tremendous leap and shoot a web to stick on the Helicarrier; after three seconds my web line pathetically starts to fall to the ground along with me plummeting to my death. "Great. Fury's tech boys better be on their game or I'm street pizza." I grasp the new web shooter and attach it with the same little guidance screen floating a top of the red web shooter. The web cuts through the air covering more and more distance as I plummet then in a miracle it attached to the floating ship's surface.

"Woah, yeah!" Adrenaline rushes through my body giddily as the web drag me upwards. Happiness bubbled in my body as I set my eyes on the new web shooter, "Okay, not too clunky."

My moment of glory was cut abruptly as a computerized voice echoes through the speakers, "Intruder alert! Intruder alert!"

"Really can a girl just enjoy the moment," as a panel opens up revealing a gun shooting blue lasers right at me. I swerved my body out of range and hid behind another section.

"Woah what's this, blast Spider-Woman and win a panda," I quip but really was not the time. More laser turrets appear and starts shooting at me but lucky for me I kept myself from being blasted to smithereens. Then I shoot short webs knocking some laser guns out of its pedestal and rendering some useless and less guns for me to dodge. As I placed one foot behind me and shifted my weight onto it, I realized it was a mistake as I start to fall off the Helicarrier but I shoot another web line and was back to safety. Well not safely as I thought.

"Intruder alert!" ]

The voice bellows as I landed back on the surface but I triggered another trap. New but sadly bigger guns appear followed by an army of smaller laser turrets and all aimed at me well mainly my chest and abdomen and one aiming at my head.

"Come on, you were the guys who gave me the offer," I complain. Even if I shifted the laser pointers kept their aim on me then at the corner of my eye, and speaking of 'eye', I spot Fury. He brought out some sort of remote and looking extremely unimpressed, probably at my performance. I whisk my mask off letting my hair down in a complete, tangled mess and saluted him with my right hand, "Your friendly neighborhood ultimate Spider-Woman reporting for duty sir."

"Welcome to SHIELD Spider-Woman, hope you survive the experience," Fury walks off.

"What-uh...to be continued."


How did you guys like it? This chapter has 7,938 words!

I'm starting my first college class on Monday and I will apologize for my slow updates as I'm just starting on each new chapter. Also I have to write 7 STORIES AT ONCE!

So I hope you guys understand for the slow updates.

-Tahitiseabreeze, out!