Author's Note: Yes, pretty strange/short crossover, but it popped into my mind and I had to do it! This story takes place during the first plot of the W.I.T.C.H. series, explained in the text. If you wanna know more I'm sure they have a Wiki page and/or countless sites. I neither own Spider-Man nor any of the Guardians - - - please don't sue me!

It is a typical evening in New York. A sunset is in view, partially blocked by the tall buildings. A mugger attacks an old lady. She is saved by Spider-Man. He receives no gratitude. Like I said, it's a typical evening. Spidey makes a rest stop hanging upside-down from a streetlight. While almost drifting to sleep, relaxing, he hears a sound which can only be described as coarse and spiral-like.

He follows the sound down an alleyway and is amazed to see a green and blue spiral, almost liquid-like, hovering in mid-air. The scientific curiosity overcomes young Peter Parker and he steps through. Here he discovers a land that was in battles to ruin. The land itself was pure barren rock, now charcoaled to a point of being completely black. A castle was the only standing structure in sight, built in a gothic style and an air of evil looms within the dark clouds above. An army of soldiers attack the castle, prepared only with spears and shields.

Spider-Man: "What, did I step in a King Arthur novel?"

Peter's spider-sense went off suddenly and in enough time for him to jump out of the way of an incoming attack….from a troll. In his mind, Spidey's previous comment about King Arthur changes to Dungeons and Dragons. He tests the troll's strength by webbing his hands and feet together, and it passed. The beast tore through the webbing like cheap plastic. Out of nowhere, fire struck rock above Spider-Man and knocked him out cold before the spider-sense could warn him. He awoke to five girls with pixie-like wings hovering around him.

Cornelia: "Um…guys….he's waking up."

Hay Lin: "Oh, wow! A real, live superhero! Well, not really, him being out of a comic book and all, but, you know what I mean!"

Spider-Man: "What…um…..did I fall asleep playing Final Fantasy or something? Zelda, maybe?"

Will: "No….you see – "

Irma: "You stepped through a portal into another dimension and got knocked out by Taranee faster than Blunt wrestling with anything of Earth!"

Taranee: "Yeah…..sorry about that!"

Spider-Man: "So, comic book?"

Will: "Yes, well, in our dimension, you, and your life – "

Irma: "It's all fake. You are made up here, Pete. And on our earth, too. Just a comic book."

Will: "Way to go, Miss Sensitive!"

Hay Lin: "You totally ROCK! Ha ha, you are, like, the greatest hero, ever!"

Spider-Man: "Ok….I've faced stranger…..I've seen a Hit-Monkey."

Irma: "Huh?"

Spider-Man: "Never mind. So, can I go home now? I was just curious what's behind Door #1, and now that I know, not a big fan."

Will: "Sorry, it doesn't work like that. The existence of a portal between our worlds are very rare and only last for a little while. You were out for quite a bit, and we had to take care of the armed forces attacking the rebels. My necklace, the Heart of Kandrakar, it can trace and close portals. If one like it opens again, then I'll be able to find it for you."

Spider-Man: "So, I'm stuck here with a bunch of pixies?"

Irma: "Hey hey hey, we're GUARDIANS, not pixies. Guard-i-ans!"

Cornelia: "But you still gotta love the wings. They're, like, the Ultimate accessory!"

Taranee: "Is that all you can think about? Accessories?"

Cornelia: "Plus guys! Duh!"

Taranee: "You know, not paying attention to your studies is going to bite you in the butt one day!"

Spider-Man: "Ok, well, since I'm apparently going to be here for a while….you mind getting me up to speed?"

Will: "We are the Guardians of the Veil. Our job is to keep peace within dimensions. Our friend, Elyon, is the princess of this world…um…its called Maridian. But, although she doesn't realize it, her evil brother, Prince Phobos, is planning on draining her power on her birthday and with it take over all of Maridian! The rebellion's begun, led by Caleb, to fight to bring Elyon to her rightful place at the throne."

Spider-Man: "Yup, definitely a video game!"


Hay Lin: "Oh but his games totally rock! These guys were all 'We're gonna blow up Manhattan!' and he's all *Thwip!* Thwip!* and then he's like 'You just got you butts kicked by a guy in a goofy outfit!' which I really don't agree with at all, I LOVE the red and blue! Way better than the black sybiote thing!"

Spider-Man: "….what do I have to do to get a fan like this in my world?"

Before anyone could answer, the screaming of the rebels pierced Maridian as they all fell little by little. The five girls looked at each other and Spidey did the same. With the glance they knew he was joining as the group flew into battle, Peter having to settle for his webs. Hay Lin harnessed her power of air and created a cyclone that swept up the enemies. Taranee gave everybody a "hot foot" that tried to attack her. Cornelia entangled her opponents with vines from her power over earth. Irma swept attackers away in the current by her power of water. Spider-Man did his usual technique of webbing one guy, pull him around, and using him to hit surrounding attackers. When the outside forces were taken out, the group headed up the castle to try to reach Princess Elyon before it's too late. At the head of the staircase, the group met Will, who apparently separated herself from the rest of the group during battle.

Will: "Spider-Man! The Heart located an identical portal! It's on the top floor! You better hurry! Normally portals I have to close, but it seems this one's not gonna wait!"

Spider-Man: "Wait a minute, I just got here! The princess – "

Irma: "This is our world Spider. We can handle it. It's our job."

Hay Lin: "Yeah, and, like, it'd be awesome of you to give us a shout out when you get back in the book!"

That confusing him a little bit, Spider-Man made his way up the castle, fighting off numerous knights set out in the loyalty of the prince. The girls were across the hall, fighting what appeared to be a monster, but looking closely reveals it to be Prince Phobos, transformed. He must have attacked them while I separated. No matter now, I need to get back home. But…Spider-Man webbed the creature's eyes, catching him by surprise. The girls took advantage of this and easily defeated Phobos within seconds. Peter walked through the swirling portal to get to his home. One the way out, you can almost hear a elegant blond princess whisper….a thank you.

Later, At Hay Lin's House:

Hay Lin: "Aaaaaaaaaaaahhhhhhh!"

Will: "Hay Lin! What is it?"

Hay Lin opened a comic book to Will and showed her a panel starring Spider-Man, where he quips to the Rhino, "Dude, you think you're tough? I happen to know a group of girls who could slice up your butt six ways to Sunday! Earth, water, fire, air, and heart!"

Irma: "Wow, Hay Lin, he actually threw you a bone! Plugging us in like that had to be tough, though. We're not exactly normal."

Hay Lin: (Throwing her arms in the air) "Woo-hooooo!"

Yes, I made Hay Lin an enormous fangirl, but I thought of no other way to really bring out her unique personality. I hope you enjoyed!