Notes: this sticks close to canon through the Ultimate Spider-man series; I love Bendis dearly, but the one thing that bugs me about him is that sometimes he creates strong female characters—and seems to forget about them. Spider-woman's story is an awesome one, one as compelling or maybe even more than Peter's story. But... not told. Just implied. I want her to be a bigger part of the Ultimate Spider-man Universe than she is. But... she's not.

Rating: Teen


I love Mary-Jane Watson.

That's the weird part. That's the part I still have trouble with.

Everything else is starting to come together.


It was the Sand-dude that was really bugging me. He'd been there when Peter died, been one of the ones gunning for him, one of the ones who piled onto him.

I'd staked out my territory, and staked it out far from Peter. Being around Peter was weird for me. Peter had died, and I hadn't even been there.

But here was the Sand-dude, breaking into a bank.

The other dudes with him in prison garb were small-timers. A bunch of loser nitwits. I swung in fast and hard, plowing right through one, knocking him sprawling, and webbing the others.

"Dude, you are seriously robbing a bank?" I asked Sandman.

He looked at me, and his whole body shifted, swelling larger. Getting ready to fight.

I took a deep breath, tensing up. Getting ready.

The first blast of sand went in low, as if he was just daring me to jump up. So I did, curious to see if he was really smart enough to try to use that against me. He did, laying down a wide stream, attacking from several angles, figuring that once I was in the air I couldn't dodge.

I webbed a wall and yanked myself out of the way, swinging around him.

Broad daylight, and he's walking in the front door of a bank. He's cocky. He thinks he's invincible.

So I dropped back to the ground, facing him head-on. "No, seriously, have you thought this out?"

He got ready to hit me, still without a word. And I was angry at him, really angry. He'd helped kill Peter. He'd done that.

So I charged forward, right into him, and hit him as hard as I could, right in the part that still looked slightly solid and human. He just blew to pieces, like sand, deforming, but the solid pieces flew right across the street. It was satisfying on many levels.

I jumped back, sticking to the wall.

"I just can't get a break, can I?" he complained, pulling himself back together.

"Nope," I said cheerfully. "Dude, are you thinking straight at all? The Ultimates have you locked up tight in the Triskelion. You get out. Which, by the by? You keep breaking out, and eventually they'll just kill you. You know that, right? You get out, and I get a text letting me know it, and less than four hours later, you're robbing a bank. What gives?"

He smirked at me. "Jailbait, you got no clue. It's what I do."

"Yeah. It's dumb, is what it is." I hopped down, still facing him, talking as casually as I could manage. "You're seriously robbing that bank?"

He looked at the bank. "What?"

"I mean, you're gonna get the Ultimates down here pretty quick, and then you go back in the box."

He snarled some choice curses at me. I continued monologuing. "See, you're made of sand, invulnerable, unkillable. You can do some amazing things. But you're thinking small-time. I mean—do you even eat, anymore?"

His eyes seemed to glaze over. "God, you even sound like the idiot."

That made me mad. He'd killed Peter. Killed him! Did he get talk about this? "Peter was dying, and he still took you down. Hard."

"The old lady did, when she shot Electro," he said, but the correction still sounded awful. I nodded. "Look, I can't be hurt. You can. Swing off, little spider-girl. Let me do my thing."

I shook my head. "One, it's Spider-woman. A little respect, dude. Secondly. I can't do that. Hey, what are you doing with your power?"

By now we were standing face to face, as if I wasn't terrified. The mask helps. With the mask on I could hide all the terror I felt.

He sneered. He was the very definition of hardened. "What am I doing? What does it look like. Reaping the benefits."

"Yeah. You're about to steal some money. What good will it do you? Do see this place? See how deserted the streets are? About half the world is dead because of freak-jobs taking what they want. And you want to take more? What good will it do you? I mean, really?"

He growled, looming over me. Trying to be intimidating. "You got a point?"

I sighed. "You're only going to get hurt. You know Iron Man has your genetics on file, that he can just zap you. You know that money you want so bad? I mean it. Think about it. What will you spend it on? Liquor? Hate to tell you this, but you probably can't get drunk. Can you even taste food?"

He made a face. "And, what, you're telling me all of life's little pleasures are denied to me? What about women?"

I knew he couldn't see my face behind the mask, so I mimed throwing up. "Dude. Seriously? Seen a mirror? There's not enough money in the world. You're not human any more. Time to think about what that means."

That wasn't terribly nice, so it wasn't a big surprise when he blasted me across the street.

Or tried to.

That little itch on the back of my neck tells me when the baddies will try it. And they always do. When they do, I twist, I spin, I dodge.

I jumped up, angling over the blast of sand particles, and came down on the other side of him. "The thing of it is, I'm probably the only person in town at the moment who knows how that feels. To suddenly get cut off from the human race."

"My heart bleeds for ya, kid." He spun, trying to get me with a wide-ranging attack where his whole body exploded outward. This time I jumped up, webbing up the side of the nearest building and yanking myself up over his head in a long arc.

He shot a blast of sand up at me, and I dropped again, landing beside him. This time I crossed my arms. "You yutz. You're standing around fighting me, which buys Iron Man time. This is exactly what I'm talking about. Have you thought about what happens if you win? If you win, then you get to destroy the world. Kill everybody. Yay. If you don't, you go down hard to Iron Man. You've been given all this power, but all you do is jump around making the world a little worse all over."

He grinned at me. "Works for me."

I sighed. "Okay. But try to think about it, will ya? For the next however long the Ultimates hold you in a little box."

There was a whining noise in the sky, the only warning he got, and Tony Stark descended with all the power he had, blasting out at Sandman with that fancy genetics-gun he had put together. It would work on me, too, I knew, but that was okay. We were cool.

I took off in a hurry. Tony would start hitting on me again if I stuck around. We'd done a team-up, once, and it was as creepy as hell. I was glad I had no memories of Tony from... from before. That would have made it even creepier.

I headed back towards my regular work.


Right now I was pulling double duty, trying to guard the whole town. Sure, there was that kid, Miles, with his brand-new suit. But the thing was... Peter had covered a lot of the town. I'd done very little, mostly just fill-in work where Peter was stretched thin.

Most of my big jobs were out of town stuff.

I didn't patrol. Peter had that. I didn't worry about organized crime. Peter was learning how to make a dent in that.

Now he was gone, and a lot of criminals thought the town was now ripe for the picking.

Well, bad news, guys.

I got back to the lab in record time. "Yo, how we doing?" I asked, crawling in the window.

Doctor Connors spun around in his chair, glaring at me. "I can't believe you ditched me for Fury's little thing."

I shrugged. "Yeah, my heart bleeds."

Dr. Connor was one of the many men who'd done stupid things to bring me into this world. Not like a father. Don't even think that. It's stupid. The men who created me were creeps, stupid, or evil. Otto Octavius was the worst of the bunch, but he was very much the deadest of the bunch now.

There was a body. That rule was important.

Dr. Conner stood up, waving at me with his only hand. "Why are you doing this to yourself, Jessica? Why?"

I flipped my mask off. "Because right now New York's a damn sight poorer than it was before. And, you know what? You don't get to pull stupid crap like that question out of your butt. What's bugging you?"

He stabbed a finger at me. "We're close to a breakthrough here. I just want-"

"Nuh-uh. No." I slipped my lab coat on, and got right back in his face a little bit. "The things you have done, the things you have let out on this world, they have caused suffering. That guy out there? That Sandman? He's not one of yours, but he's like yours. An abomination." I waved a hand at all the whiteboards and various doodads we had lying around. "We're here to fix things, not to make more of them. You get me?"

He didn't. Like many men, he had trouble letting go of the idea of reaching for power. But he'd reached for the Venom suit, and created such carnage that it made the lizard-creature he could become downright inconsequential.

He'd been in prison since then. When Nick Fury and Tony Stark had offered to let me try to work out some of the more complex pieces of the puzzle, I'd asked for Dr. Connors.

Not because I trust him. Because I understand him.

Because he knows about the Venom symbiote.

The one that's inside me.

It had bonded with Peter on a deeper level than anybody had realized. It had forcibly re-bonded him later, abandoning Eddie Brock. That was what had tipped us off. That was the point when I'd realized that it must be inside me too.

It's a little scary, that thing inside me.

There was a knock at the door.

"And now our test subject is here, and we're not ready!" growled Dr. Connors.

I rolled my eyes at him. "God, meat-head. We aren't going to be ready."

In all my memories of being Peter Parker, I'd been extremely courteous and deferential to smart scientists. In return they'd experimented on me, mutated me, cloned me, and done various stupid things all around.

These days, I didn't trust any of them as far as I could throw them.

The SHIELD agent attending got the door. "Miss Watson," he said. "Please, come in."

I shivered, but managed to turn to face her.

I knew it was weird for her to see me too. The things I must remind her of, now that Peter's dead...

She came in slowly, looking around cautiously. As beautiful as ever. That red hair...

I grinned nervously. "MJ, hi."

"You said on the phone I might have something wrong with me." She twisted her hands together. I knew all her tells—I'd spent a long time memorizing every little thing she did. I could tell exactly how nervous she was.

I nodded. "Yes. You see, the thing is, the Oz that the clone of Peter injected you with... well. You know how Norman Osborn was dead, then he wasn't? You probably don't know this, but some of the smartest scientists the government have were trying to take his powers away. Powers based on that same formula you were injected with. And... they couldn't."

She winced. "If I was going to turn into a monster, wouldn't I have done it by now?"

There was an implication. Wouldn't she have done it when she could save Peter?

"Maybe. We don't know. We just know that maybe it's only dormant—maybe your DNA is still at risk. Reed Richards, he's very smart. Very smart. But they used his process, the one he used on you, to cure you, they used it on Norman... and he was still able to turn into a monster."

She sighed. "So, you want blood samples?"

I waved my hands around the lab. "See, the thing of it is, no."

She raised an eyebrow. "I don't understand, Jessica. Why bring me here if...?"

I pointed at Dr. Connors. "That dude turned himself into a lizard monster and killed people."

The doctor growled a curse word at me. I ignored it, pressing on.

"He took a sample of Peter's blood, and tried to use it to do something bigger. With that, he created the monster that killed Gwen, and later regenerated into her."

"Oh, right. The Carnage thing."

"Yes. See, the stuff in you—it could make another Norman Osborn, in the wrong hands. The stuff in me... could do the same." I nodded at her. "That's why we have to be very careful. From now on... don't let anybody take your blood. Ever. For nothing. Don't go to any doctor who I don't trust. We don't trust."

She shivered. "You're working with Nick Fury, aren't you?"

"Um... yes. Since he came back, I've been doing a whole bunch of stuff. I mean, even before, I was working with SHIELD. As an agent."

MJ was baffled by this idea. "Why?"

"Because there was stuff going on in the world, and they needed it. And I technically don't exist, so I'm very, very deniable. So they owe me, and this lab is my payback, you see. They owe me, so I get to try to fix this. And I really don't trust anybody else to fix this. To try to repair the damage done to you. Because they would—especially SHEILD folks! Sure, I like them, but they'd steal it, and try to use it, and make things worse. I don't go for that."

"And they won't go behind your back?"

I grinned at her. Always smart, always thinking. I loved that about MJ. "Of course they will. That's why no samples of your blood. Of course, they already have samples, but I'm doing all this work in my head. It's the only safe way."

Dr. Connors coughed. "Shall we get on with the examination?"


Technically, I'm about a year old.

In my head, I'm sixteen.

But I don't exist, and so my ID says I'm eighteen.

Useful for getting a license. Useful for getting into places.

I drove MJ back to her place. I told her it was on my way, which it was not. But it was good to talk to her.

"So the wannabe supervillain girl, the one with the exploding powers, you've kept an eye on her?" I was keeping it all business. MJ still made me nervous.

She shrugged. "Yeah, I guess. I mean, when she realized Peter was Spider-man she flipped out and was mad at me, because she blamed him. Afterwards, when she thought about it, about the way he was nice to her after she blew him up, she was a little curious. So we talked. Now we hang out sometimes."

I nodded sympathetically. Yeah, Peter had been a good guy. Stupid, though. Letting old enemies close. Trying to help them be better.

Like I was doing with Connors.

Yes, I know. We are sort of the same person.

Sort of. Not really. The whole thing is weird.

I mean, WEIRD.

First of all, there's a little bit of body dysphoria.

Yeah. I've looked this stuff up. I read up on the experiences of the transgendered and transsexual. It seemed relevant. Because every morning when I wake up I wander to the bathroom in a daze, needing to pee, and it takes me a little while to remember that I have to sit down to do that now.

Every. Damn. Morning. It's been a year. You'd think it would go away. Apparently fifteen years of learning a habit are hard to break.

Yeah. I have girl parts now. But that's not all. I feel like a girl. It feels right. It feels like who I am. I'm not Peter, and, really, I never was. Those memories? They were carried on those little pieces of the symbiote in me, not in my own genetic code. The fact that I had those memories, that I'd carried them, should have been a red flag to everybody. Clones don't get the memories of the original. Idiots. They assumed it was a spider thing.

It was a symbiote thing. Venom was writing memories into genetic code. That's how I remember what it feels like to touch MJ, to kiss her.

Yeah. See, I am a girl. I want to be a girl. It's me.

But. The tricky piece, the big reason I stayed away from Peter. It's not just that Peter freaked me out.

It's that I still love MJ. I love her to the core of my being. I can never stop.

And she looks at me like I'm a total stranger.

I think she knows I love her. She saw how the crazy clone with the half face was obsessed with her. She has to have guessed that I'm like that too.

And she doesn't love me. She loved Peter, who died fighting Norman Osborn.

Norman frigging Osborn.

There are times when I wish I could have stayed closer. Close enough to be there to protect Peter then. Close enough...

Well. For now there's this little kid running around as the new Spider-man. Him, I watch closer. Him, I try to protect. He's got potential. But he could also get himself in way over his head, same as Peter did.

I watch.

She shivered. "Aunt May and Gwen took off for France, you know."

"Oh, really?"

"Yeah. And Kitty, Bobby and Johnny just disappeared. I feel... well, alone. And everybody knows I was dating Spider-man. People ask me questions, so many stupid questions."


"Sometimes I want to just do like them all and take off."

"That'd kill your mom, you know."


I gripped the steering wheel extra-tight. It was so weird, here with MJ.

Very weird.

"So, you're... I don't know. Stepping up? I've seen you in the news a lot."

"Um, yeah. Peter... Peter did so much for this town. With him gone, a lot of rats are crawling out the woodwork. There's—you saw the kid, the other Spider-man? On the news?"

"Yeah. What's up with that?"

"Just a random kid who got bit by the same spiders."


"Yeah. But he gets it. He wants to step up, be Spider-man. Do what Peter did."

"Why not you?"

"I've got... bigger fish to fry?"

She gave me a dirty look. "Bigger than Peter?"

"Well, no. Listen. I couldn't have done it, except he was there, keeping the city safe. I knew he was there, so I could take off and go to Montana when Nick Fury told me there was a bunch of super-powered lizard chicks doing a crime spree, and he couldn't spare a single cape. And me, well..."

"Nick Fury. Peter said you were going to avoid him after the thing with the Spider-slayers."

"Yeah. I was. I did. And then... well. I was homeless, y'know?"

"You could have come back. Experience says Aunt May would have made a place for you."

"Yeah... no. When I was around, she didn't know. I wasn't going to be the one to tell her, y'know?"

In a way, it felt really good that the two of them had talked about me. It made this feel like normal teenage gossip.

MJ glanced at me out of the corner of her eye, a sad look. I'd reminded her of Peter again, and it hurt.

I ground my teeth together. I never wanted to hurt MJ, but sometimes it was hard to avoid it.

"So, you were homeless?"

I grimaced. "For a while. Let me tell you, the streets are a rough place. Lots of people just get victimized again and again... there was a thing where homeless girls were vanishing. I got involved. Vampires and stuff. Did you know there are vampires?"

"Uh, yeah. Peter fought some."

"Huh, really? Anyway, yeah, it was good. Learned a little bit more about the way the world works."

She took a deep breath. "So, um, are you seeing anybody?"

A loaded question. She did know how I felt about her. And MJ was in love with Peter.

"I've been dating."


Too much digging. What did she want to know? "Are you asking if I'm gay?"


"No, that's okay. You can ask. I was sort of a guy, then sort of a girl."

She put a hand over her face. "I'm sorry. It's dumb."

"No, it's okay. It was confusing for me too. I mean, biology isn't destiny, you know. I might be a girl, but my brain, the bits that were there already, they tell me I like girls. I am a little gay."

"A little?"

I laughed. "Well. Not one hundred percent. I've certainly noticed boys seem prettier to me than they did when I was one. But for the most part, that part of me is the same as it always was. Because, y'know, if whether you liked boys or girls was just determined by whether or not you were a boy or a girl, would anyone ever be gay? It's weird, definitely weird."

"Do you ever wonder if maybe... if you should be a boy? I mean, most of the clones were."

"Yeah, but no. It's weird. Sometimes I feel weird, like it's the wrong body, but most of the time it feels right. Because I am... I am a girl. I'm not Peter. I never really was, not even for a second."


Again, I was stomping all over her feelings. I took a deep breath. "Anyhow, yeah, here you go." We pulled up in front of her house, and I shifted into park. She unbuckled, but didn't quite get out of the car. She seemed to be searching for the right words.

"Yes," I said, carefully looking forward.


"The question you didn't quite ask. Yes, I feel... I feel all that about you."

"Oh." She was silent.

"No, it's not a big deal. It's just a memory left over in my head. You don't have to worry about me stalking you or injecting you with Oz. I just... I just want to make sure you're okay, that's all."

She sighed. "Thanks, Jessica. Let me know when you want to do another lab session."

"Yep, I will. Thanks."

She left, and I watched her go with a mix of dread and joy twisting my stomach in knots. Maybe by the graceful curve of her neck, or that little bit of pale skin showing where her shirt just barely didn't meet her pants. Maybe just by having been talking to MJ.

But she didn't love me, and never really could.


The thing of it was, I'd had a while on my own.

At first I hadn't really thought it out. I was fifteen, and the only thing I'd known was that I had no family, no friends, nowhere to go. I had Peter, but I was double-damned if I was going to lean on him. I was his clone. And the way things had gone, I couldn't help feeling as if I'd stolen something from him just by existing.

So I had a costume, and powers, and all those brains. And I wasn't going back to school.

On the streets I made some friends. Enemies. A lot of people thought they could hustle me because I was a pretty little girl out on the streets alone.

Big mistake.

I was Spider-woman.

I wasn't one hundred percent sure about these powers of ours, but I started paying really close attention. About the time bigger and badder bad guys started popping up out of the groundwork I really sat down and tried to figure who I could not take out in a straight-up fight. I tried to figure out just when I ought to run away for backup.

That led to some interesting tests of strength. I ended up comparing bench-presses with Thor at one point. Dude is massive, and word is he can give the Hulk a run for his money. His muscles are huge.

He was nowhere near as far ahead of me as he should have been.

I have skinny little pixie-stick arms. And in each one is the strength to lift a freaking car off the ground.

Couple that with my amazing super-sticking abilities, which give me all sorts of interesting leverage, and the sky is literally the limit.

I'm a powerhouse. And I look pretty damn good in these tights.

I had never realized that, as Peter, just how powerful I was. Being put into a body that most people assumed was absolutely powerless helped show me what I was.

And I was getting stronger.

Exercise. Growing older. I was getting a little stronger every day. Thor was at his upper limit already. I hadn't quite reached it.

That was when I realized that a lot of the stuff I do was thinking small.

That led to about a three-month period of only fighting super-villains. Teaming up with the Ultimates a bunch. It was an interesting time.

Nick Fury really wasn't sure what to make of me. I mean, he's less a dinosaur than Thor is, but he was working on trying to trust Peter around that time, and I was a wild card. I wasn't really Peter, and he knew I was less stable. I scared him a little bit.

But he gave me a little space. Because Peter had just bitched him out over not trusting him, and he knew I was a clone. He gave me that little bit of space, and let me know that he was trusting me, that he was going to extend me that one little courtesy.

That was his best move, really. I appreciated it. And I showed my appreciation in palpable ways.

Like saving his tuchas.


I made my way back to the crappy apartment I was renting. It was in a bad part of town, it had basically the stench of despair around it—but it was cheap, with a lot of square footage. That was important to me.

The whole gang was there by now, having got back from their dead-end jobs and whatever entertainment they had scrounged out of the evening.

In the beginning it had just been me and Dickie. He was a pretty good guy—the first guy on the streets who'd tried to protect me, keep me from being taken advantage of. A very sweet waste of his time. As a skinny gay black dude, he was familiar with being on the wrong end of the stick.

Some guys that turns bitter. Dickie had gone the other way with it. He tried to protect everybody. When I had a chance to get off the streets, I had to take him with me.

The others were his idea, naturally. Kids who had nowhere else to go. Kids who were what Dickie would call natural victims.

I came in the window.

See, the thing about not having a real secret identity? It gives me a certain freedom. What you gonna do, out me? Tell folks who Spider-woman really is, where she lives? I pay my rent in cash. My name doesn't actually have anything behind it.

So when we like folks enough to trust them to stay here with us? Well, we tell them upfront they're moving in with one of New York's most minor superheroes.

Most minor by choice, not by powerset.

"Yo, is dinner ready?" I asked, turning on the TV and switching it to the all-local-news-all-the-time station. Then I flipped open my laptop and set up the news feeds, plugging in.

Dickie stuck his head out of the bathroom. "Carla got beat up by her old pimp again. Dude wants to get her back, but bad. You want to work him over?"

I thought about it. "That'll just get the wrong kind of eyes on her. We want to do that, we gotta do low-key, you know?"


"Yeah, man. Yeah. No costume. Maybe a hoodie. Tell him she's running with a gang now or something. Give him something to fear. Dinner ready?"

It was home. Ish.