by Gunman

Disclaimer: I do not own Spider Man or Supergirl.

Summary: Spider Man and Supergirl team up to stop the Sinister Six from stealing a powerful metal called Metallo that could make their weapons and armors indestructible.


Spider Man was taking a leisurely swing through the skyline of New York City just trying to clear his head. He had been through a lot in the last few weeks.

Super villains trying to kill him. Bounty hunters trying to kill him. Aliens trying to take over the planet. Again. (Spider Man and the Fantastic Four had worked overtime on that one) His landlord trying to evict him. His editor trying to frame him for a murder on the Upper West Side. (Second one this month) One of SHIELD's Spider Slayers getting loose and trying to kill him. (Nick Fury swore he knew nothing about it) His girlfriend Mary Jane dumping him.

Oh yes, it was a great life he had.

But the thing that was really bothering him, was the fact that Mary Jane had dumped him.

Should have seen it coming, though. He thought. With my kind of life, it's a wonder I even managed to have a social life. Harry's been busting my butt trying to get me to date. Randy's been the same way. Johnny and Bobby have actually tried to hook me up with several hotties, but... what kind of girl wants to hook up with a guy who can't reveal his secret identity to them? He thought as he flipped up and landed on a gargoyle statue that was across from one of Oscorp metallurgical facilities. Probably better that MJ dumped me. The things I do are far too dangerous to involve anyone who is..., well, normal. I'd need a superhuman girlfriend if anything and that is rather hard to come by these days. All the good ones are either married or spoken for, and all the single ones are single for a reason.

Spider Man just sighed as he looked around the city for something, anything to take his mind off of his current problems.

Not sure what I can do about it. Maybe I should have taken Felicia up on her offer. He thought with a sigh. Then again... she is a professional cat burglar. I can't get involved with a woman who constantly breaks the law. What kind of superhero would I be? He thought with some upset. God, I wish something would happen. Anything at all!

Suddenly, an explosion caught his attention.

"Alright! Some action!" he said, snapping to where the explosion came from. Though he grimaced when he saw it was coming from Oscorp. Figures. Osborn will probably try to blame this on me. This is my luck! He thought as he fired his webline and swung towards the ensuing chaos.


Inside the technological corporation, six deadly villains had been in the process of stealing the more advanced technologies Oscorp had to offer. Their intended target: a shipment of new material called Metallo, which they wanted to use to make their current weapons indestructible. Their only obstacle was a certain gorgeous young woman in a short blue skirt, long-sleeve blue shirt, red boots and cape. She had long blond hair and dazzling blue eyes.

Oh, and she had super powers as well.

"Take this, Mr Horny!" Supergirl said, punching the gray-armored brute called The Rhino in the jaw and sending him flying.

"She's powerful!" the green-armored, mechanical tailed Scorpion shouted as he arched his tail up and fire his acid spray at her.

The girl spun around and exhaled a sharp breath, blowing the acid spray back at him with hurricane-wind force.

"Try again, Tail Boy!" she said as Scorpion was drenched in his own acid.

"I've got her!" Vulture, dressed in his green mechanical flight harness, shouted as he flew up high and dive-bombed the girl.

"You wish." Supergirl said as she quickly flew to the side, avoiding his attack. "Couldn't hit the broad side of a barn, Baldy!"

"Oh yeah? Then how about this?" Electro, the green and yellow suited villain, shouted as he let loose a massive surge of electricity that collided with the blue-garbed heroine.

"ARGH!" she screamed in pain as she stumbled to the ground. "Didn't... expect... that." she groaned.

"Whew! 300,000 volts! That took a lot out of me." Electro groaned. "Need a recharge."

"You take one. We got her now!" Hydro Man, who was little more than a living body of water with a human face and upper torso, shouted as he quickly encased the heroine in a cell of water, trying to suffocate/drown her with his own body. His body started churning in order to shake the air out of her lungs.

"I'm gonna make that bitch pay for what she did to me!" Rhino shouted as Hydro Man released her from his body and the muscled, armored enforcer slammed his fist into the wheezing girl.

OOMPH! This isn't going as well as I thought it would. Supergirl thought as the armored enforcer started pounding her into the ground. Something's wrong! She thought, feeling the impact blows. This guy's strong, but he's not up to my level.

Rhino punched her again, sending her flying.

Then again... she thought as she went crashing into the steel wall. Ouch! What's wrong with me? Why am I so weak today?

Another bolt of electricity shot her in the back

I... I can't move my arms. She mentally groaned, trying and failing to rise herself off the ground. I guess Bruce was right about the body's nervous system. Even a Kryptonian one. One good electrical jolt and your body's nervous system just misfires. Nothing works right.

Those were her last thoughts, as Rhino came up again and slammed his shoulder into her back like a freight train. The blow sent her flying across the room and crashing into a large pile of heavy tech devices. The Sinister Six quickly surrounded her.

"We got her now." Scorpion hissed.

Dr Octopus, dressed in his regular green and orange suit, used his arms to shift through the rubble, finding the girl and dragging her out for them to see.

"You underestimated us, my dear. That, will cost you!" Doctor Otto Octavius stated.

His four mechanical arms gripped her arms and legs, holding her upright as Rhino immediately started working her over again. Electro got his turn, electrifying her like a bug-zapper.

"The rest of you! Get the Metallo we came for!" Doc Ock shouted.

"Yeah, yeah, yeah." Scorpion grumbled, whipped the half-conscious heroine with his tail before trudging over to where the others were raiding the vault.

"No, no, no!" a new voice said as webbing suddenly shot out of nowhere and struck the villains, clouding their vision as Spider Man flew into the room. "Let the superhero go and no one gets hurt!" He said, landing in the middle of the room.

"Only you, webhead!" Electro shouted as he electrocuted the webbing from his eyes and fired off a bolt towards the webslinger.

"Sorry, not gonna happen today, you over grown bug zapper!" Spider Man shouted as he flipped through the air, getting behind Electro and kicked him in the back, sending him flying towards Hydro Man.

Water and electricity don't mix. So when it does happen, BOOM!

"Two down, four to go." Spider Man said as Vulture leapt into the air and dove at the webslinger.

"I'm going to cut you down to size, you pest!" Vulture shouted as he dove at Spider Man, his razor-edged wings aimed right at the webslinger.

"At least you don't need a hair cut, Baldy!" Spider Man joshed as he fired a glob of webbing into the avian villains face, which caused the flying villain to miss his target and slam into his partner, Scorpion, knocking them both out.

"Surrender, Spider Man, or the girl dies!" Dr Octopus shouted as he lifted his unconscious hostage into the air.

"Wrong!" Spider Man shouted as he quickly webbed up Doctor Octopus's face, leaping over to him, kicking him in the chest, and stealing his pretty hostage from his mechanical arms at the same time. He leapt away from the super villain and set the attractive girl down at the other end of the lab.

"Rest here a minute. I'll be back." Spider Man said to the girl as he leapt back into the fight.

"Impudent Insect! Now I Will Crush You!" Dr Octopus shouted as he rose up and attacked the webslinger with his own arms.

"Not before I get him!" Rhino shouted as he charged the webslinger from the opposite direction.

"Hello, train wreck." Spider Man said as he leapt into the air and out of the way of the two super villains. It can't be this easy. He thought.


Dr Octopus and Rhino slammed into each other.

Then again...

However, where Dr Octopus was run over, Rhino kept going and started charging towards Spider Man as the webslinger jumped back from the heavy-handed villain.

"I'm gonna bust you, webhead!" Rhino shouted as he started throwing punches left and right.

Spider Man then dodged the Rhino's massive, and slow, fists and even his charges, which didn't give him much incentive or inspiration to take him down.

"I don't think so, bright boy!" the webslinger shouted as he dodged the brute's pounding fists. There has to be something I can do to take him out. he thought. Wait! I Know!

Spider Man leapt over the big brute and raced over to the nearest lab table which had several liquid chemicals on it. Spotting his webslinging foe, Rhino spun around and charged him head on.

However, Spider Man simply stood his ground.

"You're gonna die, you bug!" Rhino shouted as he was right on top of the webslinger.

"Not today, hornhead!" Spider Man said, stepping to the side, and allowing Rhino to fly right past him, slipping on a large puddle of grease and flying right into a large electrical generator. "And for the finishing touches!" he said, grabbing a large container of water nearby, he tossed the beaker at the generator, shattering the glass and spilling the steam purified-water all over the armored villain.

Like before, with Electro and Hydro Man, the combination of water and electricity, when conducted by Rhino's armor, was enough to overload the super strong villain's nervous system and quickly rendered him unconscious.

"Well, that was fun." Spider Man said as Rhino dropped onto his back.

Across the way, a certain female heroine was just staring at the scene.

He... he took those guys on by himself. And won. Supergirl thought. Either he has experience doing this... or he's really that powerful.


The police toted the unconscious supervillains to prison while a pair of superheroes talked. Spider Man was hanging off the side of the building while Supergirl was hovering.

"So you came all the way out to New York to investigate these Metallo thefts?" Spider Man asked.

"Yeah. I tracked down a couple of companies that actually produce the super hard metal and got here just as those guys were stealing everything." Supergirl said. "Though I have to admit, I don't usually get taken down so easily."

"Hmm. Maybe you're not getting enough sleep."

"Yeah. That's it." she smirked.

"Well, any other day of the week, I'd love to give you a spider's-eye tour of our fair metropolis, but..." Spider Man said.

"Right. You've got a busy life. Go. And thanks." she smiled.

"You're welcome, pretty lady." the webslinger said as he leapt off the building and swung away.

Supergirl smiled as he said that and departed.

On second thought... I think I'll take that tour! she smiled and quickly flew off.


Jameson was upset that Peter didn't get any 'incriminating' photos of Spider Man, yet he wasn't upset at the paper sales since Peter's photo of Supergirl was selling like crazy.

The heroine was definitely photogenic.

I think ole Jonah's a closet pervert. Peter thought as he exited the editor's office. He kept staring at those pictures like he was undressing her with his eyes.

"It's you." a female voice from behind him said.

Peter turned around and saw a shapely young woman with long brown hair and thin glasses staring at him with a lustful grin on her face. She had a tight white t-shirt, hip-hugging blue jeans and sneakers on.

Wow. Nice. "Uh... do I know you?" Peter asked the girl.

"You should. You offered to give me a tour of your city." she said with a smile.

"When did I... oh my god. It's you!" Peter said as the girl got closer.

"Spidey, it's me, Supergirl." she whispered.

"I don't believe this!" he gasped as he grabbed her arm and gently ushered her out of the Daily Bugle office and into the nearest elevator.

"Believe it, lover. Let's get out of here and I'll tell you everything." she whispered to him as the doors closed, leaving them alone.

"Uh... right." he said. Did she just say... lover? he thought. "And... how did you find me?" he asked.

"Simple. X-ray vision." she said to him.

"I've got a superhero stalker?" he gasped.

"Kinda." she smirked.

"Alright, what's going on? Why are you..."

"I missed you."

"You... really?"

"Yeah. I want to get to know you better."

At hearing this, Peter was mixed. While it was nice to have a hot girl actually interested in him, he was holding his breath in anticipation for the other shoe to drop.

"Is something wrong?" she asked.

"No, I... I should tell you that first I'm flattered, and interested. But I have to warn you." he replied.

"Warn me?"

"My past relationships haven't been very... successful."

"And by that you mean..."

Peter didn't look at her as he said that, indicating that he didn't want to talk about it. Normally Supergirl would have not picked up on that, but for some reason, she did this time around.

"Oh. Okay. Well... that's something I want to clarify. I want to get to know you, Spidey."

"Okay, since you already know me by facial recognition, let's start off simply. Hi, my name is Peter Parker." he said, holding out his hand.

Supergirl smiled as she shook his hand. "You can call me, Kara Kent."

"Kara. Nice name." he said.

"I think yours is pretty cute too."

The elevator dinged.

"Street level."

Peter and Kara walked out of the elevator and headed out of the building into the bustling New York traffic.

"How about some lunch and we can talk about this?" Peter offered. "I just got paid so I have a little money to take a beautiful young woman out."

"Well, you did offer me a tour of your fair city, so... I accept, kind sir." she said, looping her arm around his and leading him down the street.


"And you're sure that neither Spider Man or this mysterious new heroine didn't get into our secret stash?" Norman Osborn asked.

"No, sir. They were too busy fighting the Sinister Six to get into the vault." the assistant said.

"Good." Osborn said as the other two assistants opened the vault, revealing a collection of five glowing crystals.

There was a red one, a green one, a blue one, a yellow one and a black one.

"I want to know what these alien crystals do. What their radiation does to people. And how I can use them to destroy Spider Man!" Osborn said.

"And... the Metallo?" the assistant asked.

"I have a very special project that will require it. Move it to Section 12."

"Yes, sir."

Soon, Spider Man. Very soon... I will destroy you! Osborn grinned wickedly.


Author's Notes:

This is my first attempt at a Spider Man/Supergirl crossover. Hopefully, I've started it right. I've got at least two or three more chapters planned for this.

Please, reviews and suggestions are welcome. Anything you want to see? Oh! Also... this is in the M-rated section for a reason. (Wink, wink!)