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 woke up with a start. My phone was softly buzzing on the floor next to the little cot I was sleeping on.

I grabbed it, fumbling it open. "Jess," I muttered, clinging to the phone.

"Jessica? This is, um, this is Agent Turner. There's a situation developing at the Triskelion. Can you attend to it?"

Turner. I tried to put a face to the name, and failed. That was okay. Most of them didn't really know what to do with me anyway. Sharon Carter was probably my favorite, because she had a short temper and didn't like bullshit, plus she thought out of the box.

And she wasn't Nick Fury. That one was important to me, for some reason.

Maybe I was still a little mad at him about what happened to Peter.

"I'll be down," I replied, resigned to it.

I disentangled myself from the kid, who had once again snuck into my room and cuddled up to me during the night. She'd come from a bad situation, and had kind of glommed onto me as a source of stability. It was cute, but not actually totally healthy. We kept meaning to sit her down for a long talk about boundaries and superheroes, but it seemed a little cruel, so I kept putting it off.


Sandman. Again.

It didn't surprise me that he had busted out a second time. Fury had a policy of escalation—once somebody had proved they could break out, you treated them like a constant threat. Plain and simple. It was supposed to deal with this problem.

It didn't change the fact that he basically had a whole bunch of villains with powersets beyond anything he could contain locked up in this place. I mean, the Hulk? Hulk is basically a god, y'know? More powerful than the gods I've met.

And Sandman was like that too. Too powerful for his own good. He'd been given basically god-level powers. He could be blasted into constituent atoms, and he'd just put himself back together.

It sounds simple, but what the hell could you do to a guy who was essentially unkillable?

Energy blasts seemed to slow him down, but obviously he was finding some way to adapt, or else just keeping him in containers with some kind of charge would—

Whoops. Too much thinking.

He landed a doozy of haymaker on me, blasting me out of the sky. I tried to roll, but I still ended up crashing into the ground, rolling.

I was dizzy, suddenly, and the ground seemed to shift and slide under me as I tried to jump up. But I knew I had to move, so I managed it, just barely avoiding another blast of sand.

Where did he get the energy to move all his mass like that, if he didn't eat any more? There was something going on there, something interesting, but, again, thinking too hard during a fight just slows me down.

So I abandoned thought and moved purely on instinct, twisting in midair and firing webs out of my fingers. It was a weird, pulsing feeling.

And don't even get me started on the physics of it. My metabolism moves overtime to provide so much external secretions. If I web around for an hour I'm so hungry I literally blow through nearly my own body weight. And usually in meat, too. It's a very disgusting thing.

Oops, thinking during a fight again.

I flipped and looped and spun around him, taking a few shots, but mostly just drawing his fire. "Been thinking about what I said?" I asked him, jumping up and sticking to a wall.

He paused, glaring at me. "Kid, you are really starting to piss me off."

He didn't know what anger was. Not really righteous anger like the stuff humming in my gut. Peter was basically the only good guy I knew, the only one who was standing up and doing the right thing for the right reasons. I know the Ultimates, dude. They're a bunch of over-testosteroned meat-heads who like hitting people. That's why they do what they do.

I pointed a finger at him. "Dude. Don't even. Do not even. Your whole schtick is lame. Unthinking, unreasoning. You remember Kraven? Meathead Kraven? You get that you're just totally acting like him, right?"

That struck a nerve. He liked to see himself as smarter than the others. He was a career criminal, as near as I could tell from his past. So he tried to act all sane about it, as if it was just a way of life, a way to do things.

I continued, hammering home my advantage. "When you're just a dude doing stuff, knocking over banks and stuff, that's pretty crappy of you, but you can get away with it, right? The minute you became what you are now, you became something else. You get what we are, don't you?"

I hopped down, dropped twenty feet and landed with effortless grace.

"We're powerful," he said, grinning at the thought.

"Yeah, dude, and we're fricking punching each other in the face while you try to run away before even more powerful guys show up and throw your ass in jail." I poked in him in the chest. It was a surprisingly person-like chest, despite being made of sand.

He squirmed a little. "Kid, you are not altogether smart, are you? You know what I can do, and you walk right up to me. I could kill you."

"You killed him," I said. "That make you feel better? You killed a sixteen-year-old kid who was just trying to save the world. You know that he's saved the world, right? When things went down that were so bad you coulda died, he stepped up. And what are you doing?"

He looked down the street. I followed his gaze.

Ahead there was another bank.


"What can I do without money?" he asked defensively.

"What can you do with money?"

He paused, trying to find an answer that wasn't a complete meathead answer.

There wasn't one.

"No money can buy you an out. No money can save you from the Ultimates. You want to not go back to jail?"

He froze up on that offer. "Not go back to jail?"

"Look, they offered to give you a deal, right? Cooperate, and get time off? I can cut you a better deal."

His face hardened up immediately. "No deals."

"What kind of deal do you think I'm going to offer you? You think I'm gonna ask you to snitch on your old pals? We're not in the world you know!" I waved a hand at him. "You're not just a meathead, right? You're not just Kraven? Cuz you know what his problem was?"

He barely hesitated. "Dude's a retard."

"He got to the top of his business."

He frowned at that. He didn't like hearing that. He was the one on top of his 'bidness,' the one who had it together. And he knew Kraven was a colossal screwup.

I continued. "He walked in a different world, one with different rules. And he knew those rules pretty good. Good enough to be a god in his world. But he stepped down into your world, and he didn't know the rules. He didn't know the first thing about walking, about talking, about keeping his head. And he stepped into my world, into this world, and he didn't know the rules there. You want to learn the rules of this world? You want to avoid being Kraven the meathead? Because that's the deal."

He was pretty canny, when you came right down to it. He could tell a patter when he heard one. So he stared at me, puzzled. "You can't really make an offer like this. Not even Fury made offers like this."

I shrugged. "I'm playing on a different level. He's playing against space aliens and the hulk. I'm a little lower down, closer to the streets. He looks at you, he thinks about what good you'd be against those guys. Me, I look at you, I see somebody who could probably save the world."

He snorted. "Never in a million years, kid."

"So. Thought experiment. You see the streets, how they're a little sparsely populated? See how the buildings are all different? Magneto cut the city down with a tidal wave, right? Decimation. Killing off ninety percent of the normals." That's the opposite of decimation, actually. Don't think. Keep talking. "So, you tell me, my man." I leaned closer. "You'd let him do that? Let him kill millions of people?"

He looked uncomfortable. Maybe a little scared. "Uh, what am I gonna do to Magneto?"

"What could you not do to him? Are you magnetic, in your particilized form? I don't think you are, or Iron Man coulda just used a straight magnet to hold you in jail forever. Non-magnetized, and nothing he throws at you could hit you. You could walk right up to him and punch him in the face, and he can't stop you. He tries to fly away? You can flow like water uphill. I saw you do that."

I didn't mention that as far as I knew Magneto was dead. I'd seen Norman Osborn's dead body a couple of times now, and that had barely slowed the bastard down. 'Dead' means diddly-squat… we're gods, now, immortal and unkillable and locked in never-ending combat.

(I'm not unkillable, Peter wasn't unkillable, and we fight against beings that are—don't think about that)

His eyes narrowed as he thought about it. He was used to thinking of dudes who could kill you with a thought as some kind of god—far above mortals like us.

I was quiet. When it started to sink in, you had to give it a chance. You had to let them reach their own conclusions.

When I spoke again, I kept my voice soft. "Is there anybody in this world you like?"

His eyes snapped up at me, narrowing. He had that look to him, that dangerously canny look. He knew what I was leading up to. I hoped that wouldn't help him evade the import of it. "Because Magneto doesn't care. He wanted to kill everybody. The aliens that invaded a while back? They didn't care. Nobody cares. It's not just the mooks who die. The people you care about die too. And I can't stress this enough; nobody else out there is really going to stop them. You're thinking about Tony Stark and the Ultimates, but those guys are small potatoes, really. They're always busy, always off doing something else. Where are they right now? If Magneto was here, and he was going to kill off somebody you loved… you have a kid, don't you?"

He snarled at me. "Don't give me that."

"Your kid still alive? Do you even know? Did you even check? Because Magneto tried to kill everybody. The next guy? You think the next guy will let it go this easy?" I shrugged. "Anyway. Hey, you wanna get out of here before Tony Stark gets down here and zaps your ass?"

"You gonna lead me right to him?" he asked, again, so very canny.

I shrugged. "Take a chance, dude. You don't have a lot to lose, and you stand to win. Take a tour with me. Let me show you the kind of world you're in now."

He sneered. "Gonna show me how helping people makes you feel all tingly inside?"

I gave him a Look. Maybe it lacked power behind the mask, I don't know. But it was a Look. "Yeah, we'll stick with the basics, right? And then if you graduate to the advanced class it'll be all 'gee, we nearly died saving that old dude and then he screamed at us, and gee don't that feel just great.'"

He laughed. It was kind of a vicious little snigger, but it was good to know he had at least a little bit of a sense of humor. That was another thing about most of the villains I'd fought. Zero sense of humor.


"You got a name, kid?" he asked me, while I ate.

I rolled my eyes. "Spider-woman."

"Ha. No, like a real name?"

I shrugged. "Jessica."

"I'm Flint," he said.

Well. A show of trust. That was good.

We were hanging out on a rooftop, where we had a good line of sight on the Triskelion, and my new lab hangout. I was wolfing down fast food.

"You eat a lot," he noted.

I nodded, swallowing another big mouthful. "My metabolism is crazy off the charts. My genetic package is pretty out there, and part of it is… scary."


I grinned at him. "The easiest way for me to fulfill my metabolic needs would be outright cannabilism, and the dude who was sorta me? Was a cannibal who ate people. If I snap, I'm probably going to start eating people."

He stared at me, more than a little creeped out suddenly. "Um…"

"You have nothing to worry about, of course, because you're not human."

He nodded. "Unless you decide to eat somebody I like, right?"

I nodded. "Unless." I ripped the next burger out of its disgusting greasepaper cover. "But I'm hardly the biggest threat. I'd eat, like, fifty people, tops, before somebody figured out what was going on and sicced the Ultimates on me. Fifty people is a drop in the bucket compared to the body-count some of the baddies pile up." I started stuffing my mouth.

He shivered. "My bodycount isn't even…"

"Yeah. That's why you're walking free right now… you could probably get worse, decide to go on a killing spree for no reason, and kill hundreds." I was talking with my mouth full. I wasn't very good at the lady-like thing. I didn't feel the remotest interest in learning how to be good at it.

He looked uncomfortable with the thought. "Why would I do that? I mean, that doesn't even…"

I swallowed. "At some point you're going to have an existential crisis, y'know? You're not human, and you can't go back to being human, and they're scared of you. You see the hate Spider-man got? You see how people treated him? They saw he was more than human. It's scary. He… I'm so strong I could kill a person with one hand. This hand." I held up my left hand. "I could just take hold of their neck and snap it."

He stared at my hand for a long minute. He was used to violence. He had killed. He'd lived that kind of life.

But it was pretty horrifying, just the same.

"And the thing is, some days I start to feel like it. Like all these people are just a bunch of shits, because they treated Peter that way."

"You knew Spider-man." He focused on that, on something he could understand.

"Yeah, I knew him! Dammit. It's complicated."

He shrugged. "The little puke put me down hard that one time."

"Yeah. One time." I shrugged. "Anyway. I could probably get a bigger kill-count than you, if I snap. And it's a possibility." One Nick Fury had carefully taken into account, building robots he'd called 'Spider-Slayers,' and making a big deal out of it.

He wasn't totally wrong. I had way more actual grievance than most supervillains. Doc Ock? He got so many get-out-of-jail-free cards it was ridiculous, but he felt entitled to more than that. He hadn't been through half the actual crap Peter and I had been through. He hadn't lost his parents to this. He hadn't lost his childhood and his innocence to this.

Speaking of.

"So," I said, waving a hand back at the Triskelion.

He scowled at me. "So, what? I should turn myself over to them?"

"No, probably not. They're not good people, y'know."

He rolled his eyes. "What a goddam insight."

"No, I mean this seriously. When the world looks like it's about to end and everybody is ducking for cover, we call them, right? But the biggest problems we've faced, the ones that nearly ended us? They caused it. They're not good people. They're not always the good guys. They're just on the right side most of the time. They had a chance to kill Magneto, you know. But they didn't. They wanted to figure out what makes him tick."

"Ain't you the boy scout of the bunch, you and the Spider?" He seemed genuinely confused.

I shrugged. "I got a rule. I don't kill. It's not a firm rule. It was for him, and he's dead. I'm a little darker than him. I'm not as good as him. So. This is the part where you ask me, so what."

"Yeah, so what? So what am I supposed to do, just pretend I'm the hero? They're bigger than me. I'm just a thug."


"Yeah. I was."

"You can't be what you were. If you pretend to be, that just makes you something else. Something pretending to be what you used to be. Denial isn't an attractive look on you."

He scowled. A deep scowl. Not just anger, a mask to hide his confusion. "So what am I?"

"Thing is? Nobody knows. The people that made you and me, they wanted to do this. They wanted human weapons. But human weapons... we don't have handles to point us at the right person, and we don't have triggers. We're people. We're still people, even if we're not the same as we were. We can choose."

My phone rang, on my hip. Just a quick 'dee-dee.'

"What's that?"

"Probably Nick Fury, wondering how I've been masking your unique power signature for the last hour."

That got his attention. "You can do that?"

"Yeah, it's a thing I got for doing a favor for a dude. Because I didn't want to be always just one step from Fury taking me down." I took out the phone. "Hey, be cool, okay? This is the thing I needed to show you."

I opened the phone, aware that this was way past Flint's tolerances, that he was nearly panicked. For him this was bone-deep. The cops were the bad guys, the ones who always came to get him. It was time to run.

"Jessica," said Nick Fury, his voice carefully controlled.

This dude had thrown down with Wolverine on occasion, and survived. He could be scary.

"Hey, Nick, old buddy," I said, not bothering to inject any fake happiness into my voice. "How're we feeling?"

"A little bit like you're sheltering a convict. Not just any convict—a cop-killing wife-beating piece of trash."

I shrugged. "Yeah, blah blah, you want him back, we know. Tell you what, if he won't give me what I want, then I won't hide him from you. Hope that's good enough."

I put Nick Fury on speaker-phone, and held the phone out in front of me.

"Jessica, this is not your call, not this time," said Nick Fury, and he sounded very angry.

"It kind of is my call, dude," I said. I looked right at Flint, who was still scowling, shuffling his feet as if getting ready to make a run for it. "You said you'd give me space to make my own calls, dude, and I'm calling this one. He's on my turf, so you can just back the hell off. You want to renegotiate our deal?"

Silence. There was no renegotiating our deal, not now. I'd done too much black-ops shit for Fury, I knew too much. Any renegotiation could only shift the balance of power closer to me.

"There comes a point where renegotiating is an act of treason, Jessica," he said softly.

"Fuck you, Fury. This is well within our deal. This isn't treason, this is a judgment call. Are we going to stop trusting each other now?" I had picked up the potty mouth on the street. The old me, the old Peter, would have been mortified.

A long silence. "All right, Jessica. But if it goes bad, it's on you."

"It's always on me, dude. Has been for a long time." I hung up.

Flint settled back on his haunches. "Well," he said, after a moment. "That was impressive. Did you two plan that out before-hand?"

"Nah. Things are always edgy between us. I do whatever I want, however I want, and in return all I gotta do is kill the occasional alien infestation, serve as a junior member of the Ultimates, and put up with Fury's asinine sniping. Now you tell me; what's the other path I could take?"

"Seize power?"

I grinned. Less than a day in, and he had noticed. "Yep. I could be president tomorrow. I'd just have to kill a whole bunch of people. And at the end of the day, what do I gain? What do I get from it? It won't even slow Magneto down. It certainly won't give me a moment's peace. No matter what I do, the next Magneto is coming. He's coming to kill everybody. If I want to save even one person on this earth, if I care about anybody—I have to save them all."

He grimaced. "The thing is... you heard what he said about cop-killer, wife-beater? I had a girlfriend and a kid, you know. And then one day I go to rob this bank, and the cops are waiting for us. Had to shoot one to get out, and I knew right then, I was probably gonna get capped going to prison. I knew I was done. Nothing to lose, all that. So I go home, figuring I'll see the kid one last time. And I get there and the bitch is packing. She is packing up all her stuff, leaving mine.

"And I knew right then, she'd snitched on me. And what's worse, she starts crying, telling me that it's all for the kid, that growing up around me is no life for a kid.

"And she's right, ya know? I'd be a terrible dad. And I got so mad I just about killed her.

"So there ain't nobody in this world I'd be sorry to see go, kid. So maybe I choose the second path, think hard about how to seize power, go off the deep end. Maybe that's the better way to go."

I sighed. "I have family down there." I pointed down at the city. "People I love. People I care about. You're not Magneto, you're not going to kill everybody here. But you'll clear the path for him. You'll distract Nick Fury, distract the Ultimates. You will create a smokescreen that anybody could stroll down through, letting them kill everybody. If I had been able to keep Norman Osborn off Nick Fury's radar, he might have had the time and resources to deal with Magneto before he killed so many. If I had been able to keep my area clean of people like you."

I clenched my hands into fists, holding them up in front of him. "And if you're distracting me from Norman Osborn, or the next Norman Osborn, then it's not enough for me to just put you in bottles till you can break out again. This is twice in two days, dude. You know how you're unkillable?

"Thor is an actual god. I know people who do stuff with magic. You're unkillable by normal means, but I know ways to drop people into actual hells. You might be unkillable, and the guys you're fighting now can only keep you down a while, but if you are that guy, if you create these problems, I will kill you."

I put my hands down at my sides. His face was stony, impassive.

"This is why I've shown you what I have with Nick Fury, the space I have," I whispered. "Not just a carrot to show you what kind of life you could have if you did things my way. Also to show you that nobody—and I do mean nobody—can afford to stay where you are. I have space because I have shown him I am willing to do whatever it takes to keep this world intact—and he does appreciate that kind of devotion to his ideals."

"I bet he does," muttered Flint. "So the thing you have that keeps you from being spied on by Fury...?"

"Magic. A favor from somebody else, who I helped out when they were in trouble. And he's dead now—we're still looking for somebody to take his place, try to keep the nasties out of this world. He was over-confident, thought just because he was more powerful than anybody on this plane of existence that he was safe. Again, this is the world that you've fallen into. These are the rules. So, Flint. Want to go back to robbing banks?"

He was silent for a minute. "So what do you do for fun?" he asked finally.

I took the mask off, shaking out my hair. "Flint, my man. Dude. Can you masquerade as human for a while?"