Disclaimer: Spider-Man belongs to Stan Lee and those other clever people at Marvel. Edna belongs to Brad Bird, Pixar, and Disney. I own nothing except my keyboard.

A/N: This story is entirely betty brant's fault :-), and she twisted my arm and made me post it, too (blame it all on her). I will get back to writing on my other stories soon, I promise.

Origin Story

Edna Mode's short legs propelled her briskly along the sidewalk toward her uptown apartment, her large leather purse tapping herthighs rhythmically. She walked like she did everything else, with businesslike enthusiasm, until she was rudely interrupted.

"Hold still," the mugger said, waving a knife near Edna's face. "Just hand over the money," he added, looking quickly around. They were standing in full view on the sidewalk in front her ritzy apartment building, but somehow no one on the busy street was paying attention to the crime in progress.

"No," said his victim shortly, as if he'd asked her for her opinion on shoulder pads or low riders. She crossed her arms over her flat chest and glared up at him through round, coke-bottle glasses. The mugger sneered and jabbed the knife closer to her face, looming over her.

"Aaah!" Edna screeched loudly and suddenly, making him jump. "Loser! Do what you will, vermin!" Dramatically, she flung her arms wide, sending her purse swinging wildly out to the side. Throwing her head back she declared, "I am ready to die!"

The mugger stared open-mouthed down at the tiny female. After poking her collarbone gingerly with the tip of his knife and getting no reaction, the mugger backed up and tried shouting again.

"I mean it, lady! Gimme the purse or I'll slice you up! This ain't no joke!"

Returning to her original stance, arms crossed and head tilted, the woman considered him scornfully. "Yes, yes, I understand. Really, get on with it," she sniffed loudly, "some of us have better things to be doing, you pathetic little crumb."

Confused, the mugger looked around again and then back at his victim, who was now tapping her foot. Tightening his grip on the knife, he made a quick grab at the purse strap. His arm was suddenly encased in whitish goop and yanked upward. Although he did his best to keep his feet on the ground, in a very few seconds he followed his arm upward and dangled helplessly a few feet off the pavement. Completely bewildered, the mugger began to scream. Spider-Man calmly attached the other end of his web to the fire escape, jumped to the pavement and tapped the mugger on the chin to quiet him down. Finally confronted with something he knew how to respond to, the mugger gratefully lost consciousness and dropped his knife on the sidewalk.

"Marvelous! Bravo! Darling, I am amazed, simply amazed! Wonderful, darling, wonderful!"

Spider-Man turned to see a young woman whose nose was about at the level of his waist, applauding enthusiastically. Hey, a standing ovation, he thought, bemused. Nice for a change. Out loud, he said, "Ah, thank you," and reached upward, ready to shoot a web and swing away. A small hand gripped his bicep.

"No, no, no, darling, I must show you my gratitude. It is a debt!" she cried, flinging her hand theatrically into the air and barely missing his nose. "Come, you will not be sorry. Boots!"

What? Spider-Man watched her trot rapidly through a nearby door into the apartment building. Uncertainly, Spider-Man looked at the webbed-up mugger, up at the rooftop he'd been headed toward a second ago, and back at the door. The woman stuck her head back out and squinted through her round, black glasses at him. "We go up here, darling!" she called, and disappeared again.

Spider-Man stepped through the door and pulled it open, just in time to see her prancing up a flight of stairs. There were four or five people in the elegant lobby, all of whom stopped to stare at him as he diffidently crossed to the landing and followed the woman. I bet I look as stupid as I feel. What am I doing? Face burning, he took the stairs two at a time and caught up to the woman at the third floor landing.

"Look, I don't want to be rude, um, Ms.—"

"It's Edna, darling, Edna Mode." She unlocked apartment 34d and flung the door wide, tossing the keys onto a shelf and talking too fast to let him get a word in edgewise. "Boots, yes, yes, obviously, and gloves." Turning abruptly, she pulled at his costume and grimaced. "And not that fabric, what were you thinking? Who does your look, darling?"

"My what?"

"Your suit, dear. Who made it?"

"I did. Ms. Mode—"

"Call me E, everyone does. Those colors, no! and the spandex—too itchy, dear, am I right?"

"Well, you—um, yes," Spider-Man said. He got his first good look at the apartment, which was wallpapered in sketches and photographs. A large drawing board was butted against the wall next to the windows. A sewing machine took up the space beside it, and several bolts of fabric were stacked on the couch. It was all very organized. In spite of himself, he asked a question.

"Um, E—you're a fashion designer?"

"I am the designer! I am taking New York by storm! Paris, London! Such demand, darling, such pressure! It is too much! But don't worry, for you—my best." Edna patted him on the arm and hopped up on the stool in front of the drawing board, flourishing a charcoal pencil and beginning to draw. "First, definitely boots. And gloves—chic, yet flexible..."

"Wait, no," Spider-Man shook his head. "Ms., er, E—I really appreciate this and all but—"

"I know, darling." She gave him a measuring glance. "But you are a hero! I shall find the time! It shall be my greatest creation. Now quiet."

"I don't—"

"Quiet!" Edna scribbled busily for a few moments while Spider-Man awkwardly waited, curling his toes into her plush carpet.

"You see!" Edna turned her sketch toward him. Reluctantly, he looked at it.

"Hey, that's sharp. But—"

"We will use megamesh, darling. Tougher than spandex," she sniffed, poking the patched spots on his arm and side sharply with her pencil. "Durable, fireproof. No itch!"

"That sounds great...but you can't do this."

"What? It is done! It is already filling me with inspiration, darling, to abandon it now is impossible." Edna waved away his protest and went on. "The boots, we must decide—neoprene or leather?"

If you can't beat 'em, join 'em, Spidey thought wildly. "Ah, no, you can't do boots—"

"Why not?"

"It's, well, I kind of stick to things...if the material's too thick I won't be able to," Spidey admitted reluctantly.

"Ah! This requires thought—but there is a solution, darling. And the gloves, too, hmm?"

"Well, yes, that and, you know, there's web shooting—"

"Yes, yes! Let me see." Edna grasped his hand and pulled at the fabric until she could examine his wrist.

"Hey! Don't do that, it's—"

"Darling, your fashion consultant is like your hairdresser, you tell all. Fshht," she shook her head and hissed, "confidential, of course, completely."

"Oh, now I'm reassured." Ignoring him, Edna pulled out a tape measure and proceeded to wrap it around him at various points, while Spidey twitched and yelped and wondered if it would be completely unethical to web her from head to foot and escape.

Stopping and backing off, Edna stared unnervingly into his eyepieces. "The face. Covered?"


"It screams insecurity, darling. A smaller mask, something tasteful."

"Look, I don't...I've got a face like a book, OK? I just don't want people to see what I'm thinking—I really shouldn't be telling you all this—"

"If you insist, darling. And for the acrobatics, it must be flexible, certainly. Now, sleek lines, but what will we do for color? Not the red and blue, too garish! Too obvious!"

"I like these colors," Spider-Man said firmly.

Edna snorted. "That is a clown suit! No!"

"But I like it."

"You will trust me darling. Now!" Edna put one hand on his back and propelled him firmly toward the door. "You must go. I will work! Two weeks, then return. I will have a suit for you, a suit fit for a hero!" She opened the door and shoved him out. "Yes, yes, don't thank me, darling. Go now." Spider-Man turned and opened his mouth, but she slammed the door in his face.

Defiantly, Spider-Man climbed out a window at the end of the hall rather than go back through the lobby. It felt more dignified, somehow. That night he shared a rare dinner with his lovely wife, who laughed so hard at the story of the mad designer that she snorted milk up her nose.

Over the next few days, Mary Jane asked some of her friends about Edna Mode and was astonished to discover that the woman was considered one of the greatest up-and-coming international fashion designers. She began to prod her husband, diffidently, to go back—just to see what E had come up with—and finally he agreed. Wondering if he'd completely lost his mind, two weeks later he tapped at Edna's window.

"Darling, how bizarre," Edna said, throwing up the sash and allowing him to twist through the narrow opening and pull himself up on the wall. "But original—very original!"

"Ah, well. Um, hello, E!"

"Yes, yes, hello. The suit! It is magnificent, you will be enormously pleased." Edna trotted into another room and came back with a red and blue suit covered in a grey-black web design.

"Hey, you stuck to red!" Spidey said, pleased.

"No, no, darling, this is Italian Crimson, totally different." Edna held it up. "And Royal Indigo, for the legs. Much better."

Spider-Man looked at it and shrugged. "If you say so..."

"Try it on, darling, go on. In there." Edna tapped her foot impatiently as he changed. Although he could get in and out of his super-suit remarkably quickly—a necessary skill for any hero—she called three times for him to hurry before he opened the door to the bathroom. He stood there for a few moments, feeling entirely ridiculous, as Edna went into raptures.

"It is perfect! Yes, I have found a vehicle for my genius! Truly, this is my calling! Are you not amazed, darling?"

"It's great, E, really." Spider-Man felt this was insufficient praise, and tried again. "It's really, well, comfortable."

"Darling, it is as amazing as you are. No, no!" She held up one hand. "You act, not talk! Go! Be heroic! Dare! Do!" Edna leaped to the top of her coffee table and pointed majestically to the window. Spider-Man scooped up his old suit and made a leap for the still-open window.

Spidey was thinking, OK, somewhere I can change fast, or do I wear this home to show MJ?—when he noticed something interesting. This suit moved easily with him, no bunching up or chafing. The design around the wrist was cleverly slotted, allowing him to web sling with new ease. Bundling the old suit into a web and sticking it to the side of a building, Spider-Man did his rounds that night with increasing appreciation. The fire on Grand and Willett didn't even scorch the fabric, and the eyepieces never fogged up. By the time he was heading home, he was wondering if he could get Edna to design a winter suit for him.

Picking the old suit up on his way home, he was struck with an idea. Swinging back toward the Daily Bugle building, he snuck down through the skylight in J. Jonah Jameson's office, and left the suit glued to his desk. On a page of the aggressive editor's own notepaper, he wrote in block letters: Dear JJJ, I found a better suit. You can have this one back. Courtesy your friendly neighborhood Spider-Man.

Still giggling to himself, Spidey slid back out onto the rooftop and swung into space, colliding forcefully with something springy and soft.

"Oops! Sorry about that, Elastigirl," Spider-Man said, embarrassed, as he and the flexible super-heroine came to a tumbling landing on the roof of an office complex. Guess my spider-sense doesn't count close contact with pretty girls as a risk. Hello? I'm pretty sure MJ's reactions could be dangerous...

"Spider-Man! You need to work on your reflexes, kiddo. Or is this your way of telling the new girl to stay out of your territory?" Elastigirl glared at him and leaned in close, seeming much taller than he was. Spider-Man wasn't sure if she was challenging him or flirting. Either way, he backed off fast.

"Hey, no, the more the merrier. Plenty of crime to go around."

Elastigirl smiled and seemed to shrink a little. Shrugging her shoulders, she straightened her tank top and the bandana that was wrapped around her head, with holes cut for her eyes. "Yeah, seems like there's a new super-villain out there every day." With a little wave, she turned to go.

On the verge of flipping off the roof, Spider-Man hesitated. "Hey!"

"Yeah, what?" Elastigirl said, one foot already on the next roof down.

"I was just thinking...I mean, don't get mad or anything, but isn't that outfit kind of...well, not there?"

Immediately, Elastigirl was towering back over him, arms crossed and eyes narrowed. When she stretched like that, Spider-Man couldn't help but notice the amount of smooth skin showing between the edge of her tank top and the waistband of her shorts.

"Listen up, fly-breath. I wear what I need to wear to do my job, OK? It's a uniform, not a—"

"Whoa, whoa, time out—I get it!" Spider-Man held up his hands in surrender. "I just thought—well, I met this woman named Edna..."

Pretty soon, he could tell he had Elastigirl's full attention.

Sometime later, a grey-suited agent—from what agency, Edna neither knew nor cared—sat on the couch in her apartment returning papers to his briefcase.

"So you see, our government has a certain...interest in helping super-heroes remain anonymous and effective," he said.

"Yes, yes, and the look, darling, it screams out for help. I will do it." Edna didn't bother to look up from her drawing table as she spoke.

"Your account will be set up within five banking days. If your security clearance goes through, of course."

Edna gave him a wide, gap-toothed grin. "Trust me. They will have their uniforms and they will be perfect. They will have suits fit for heroes! It is my mission now, darling."

The agent nodded and left as quietly as he had come. Edna chuckled and went on drawing maniacally. Holding her latest design to the light, she declared in ringing tones:

"I will bring heroism into style!"