Author's Note: Yes, this is another chapter. I know. But the show must go on, right? I hope you guys like this next one. I'm sorry that it's been slow. There's a lot I wished I could have done already. But it all takes time and patience. Anyways, this chapter is a fun one and I hope you guys like it. Enjoy!


Growth Episode Five

Los Angeles

The club was loud with incoherent music playing throughout. People were either conversing or dancing. Mary-Jane couldn't care less. At the bar, she sat with a drink she hardly touched.

A young man stood beside her. "Hey, how-?"

"Go away." she said without acknowledging him properly.

Slumped, the man did as he was told and went away automatically.

"That's the second guy today you turned down. Are your expectations really that high?" the bartender said to her.

"Jus not interested in anyone who's..." Mary-Jane struggled to find the words.

"...not interesting?" the female bartender answered for her.

Nodding, Mary-Jane rolled her eyes. "...that...and because I'm not looking for a one night stand really. Seems that's what most guys want. What can I say? Oh and you can pile on 'high standards' on top of that as well, while you're at it."

"All that snark tells me you're looking for something...and you sneaking in to a club pretending you're 21 when you're really 19 seems like a good way to find something when you pretty much have everything."

"Do I? I don't know. Let's just say being 'pretty' as people have always referred to me and being an OK actress isn't all that's cracked up to be."

"Are you kidding me? I'd kill to have what you got. How can you be so miserable?"

"I don't know. But I am."

"Look at you, MJ. Your career is skyrocketing. You're young, talented, sexy. In incredible shape that puts even celebrities to shame. You got hot single guys asking you out. What more could you ask for?"

"Peter..." she said suddenly, while looking away.

"Who?"

"What?" she blinked.

"You said 'Peter'."

"No, I didn't." Mary-Jane said taken aback.

"Yes. You did!"

"I did...?" she said in awe.

"OK..." the female bartender smiled and appeared interested. "Who's this 'Peter'?"

'Someone I would give myself to, forever...'

"I'm sorry but I really don't want to talk about it, Lauren. Please. Do me that favor?"

"Alright, don't worry. I'll back off. Even I know the dangers of reopening old wounds. But girl, I say this with complete love and respect: get out more, meet someone new, get laid..."

That comment made Mary-Jane astounded.

"...or take a vacation. Bottom line, you need to focus on you."

"Excuse me, miss." a short balding man appeared beside Mary-Jane. He then focused his attention on Lauren. "One beer and a light one for the dame right next to me..." he smiled shyly.

'Not another one.' Without looking at him, Mary-Jane rolled her eyes and twirled her drink again in a bored fashion. "Let me guess, you're contestant number three today?"

"OK, look. I know I'm out of your league-"

"Understatement." Mary-Jane nodded and took a sip of her drink.

"-and I'm not looking for a one night stand or any variation of that. I promise. I'm just looking for a date. No strings attached. I really want to get to know you is all. Just start off slow is what I'm saying. So I thought if you give me your number, we-"

"Eh!" Mary-Jane mimicked a loud buzzer. "Wrong! You're out!"

"Hi, my name is Niles and you are...?" another man appeared to Mary-Jane's other side. A well-dressed one.

"Too young for you." she said quickly.

"Can I impress you with a story?" the man in business suit came up to MJ's right. Before she could respond, he already went on.

"I just got in a car accident. I was speeding, stupid of me I know. It was a brand new Lamborghini Diablo, top of the line. Needless to say, my car is totaled and I will unfortunately have to pay thousands of dollars to have it fixed. Apparently my insurance can only do so much. But you want to know the funny thing? Seconds before the accident, I was listening to this ad on the radio of what one experiences, goes through rather when they get into a car wreck. And of course the insurance pitch pops up."

MJ waited. "Was I supposed to laugh?" she said completely apathetic.

"No, it was to make you see the irony."

"Yeah, that sucks..." the man on MJ said and got to talking again. "...you're quite the charmer, huh?"

"Who asked you 'twinkie'?"

"I'll make this easy for both of you! And I'll speak slow so that you two can understand better." she said looking at both of them. "Not interested. In either of you. At all."

The well-suited man looked aghast.

"You see?!" the burly man shoved him. "You made her mad! Why the hell did you have to show up? Do you have any more tricks up your sleeve?"

"I do." the man said. He produced a gun from his chest pocket, shooting the burly man.

It was in that moment that Mary-Jane realized she should have left a long time ago. She gave a shriek and so did everyone else. Now not only was she in danger but so was everyone else. Several men appeared in random points and produced guns.

"Sorry to interrupt everyone's fun here. But now, we have a new level of fun. I'm looking for the owner of this establishment. You see, this man in question borrowed money from me. Money he used to make this place. I have yet to get it. When people do not give you what you let them borrow, feelings get hurt. Until the owner is found, club's under a new management now." he shouted to everyone loud and clear then turned back to Mary-Jane. "Thanks for the distraction. Don't worry, wasn't really asking you out."

"Oh gee lucky me..."


There was a knocking on the door. The knocking however continued almost to no end. Felicia quickly went to the door but spoke before opening.

"Who is it?" she said astounded at the constant beating.

"It's Betty..."

Felicia looked through the door hole on the base of it and looking through it, saw that it was indeed her. She opened the door after unlocking it. Betty came in looking upset about something.

"Betty, good to see you..." Felicia frowned.

"I know. I know. Sorry for the sudden appearance but we got to talk..." she said marching into the apartment.

"Betty, what's going on? Talk? Couldn't we have texted instead?"

"Oh, this topic of conversation is not one for texting. I'd break my phone with my fingers if I resorted to that kind of communication!"

"Betty, what is this? What's going on?" Felicia was now astounded that Betty was hostile.

"The name says it all. Peter."

"What about him?"

"You have to talk to him."

"We are."

"Wait, you are? OK...then aren't you the least bit concerned?"

"Concerned? Concerned about what?"

A knocking on the door had cut them off.

"Who's that now?" Felicia shook her head and went to the door. At least the knocking had been once and gentle. She opened the door and saw May Parker, in front of her.

"May?"

"Felicia. Hi. Oh umm...sorry I didn't realize you had company." she said looking at Betty inside.

"No, it's fine. Might as well come in. My apartment's got the 'mi casa es su casa' vibe now apparently."

"Hello." May said looking at Betty.

"Betty, this is May Parker. Peter's aunt."

"Hi, Mrs. Parker. Betty Brant. I work at the Daily Bugle with your nephew."

"Oh wow, small world. What is it that you-?"

"I'm sorry but can we get back to the matter at hand?" she looked at Betty. "You're here because of Peter and something tells me you're not up and about for the fresh air, May?" Felicia asked May.

"Well, no actually. It 'is' about Peter. I think there's something wrong with him."

"Wow...if that's not a pattern for concern, I don't know what is." Betty said looking impressed and staring back at Felicia, nodding strongly.

"What are you guys on about?"

"Peter has a big problem, Leash."

"I strongly agree." May nodded.

"Look, guys me and Peter have our own way of dealing with things. Whatever he's going through and I'm sure he's going through something, I mean, I'm not blind, we'll discuss it and we deal with it just like we always have. This isn't anything new. I mean, he always goes through phases and he always bounces back."

"Wait a minute, I thought you guys were taking a break?" Betty frowned in confusion.

"We did. But...now we're back."

"He is?" Aunt May said amazed and a bit relieved. "That's great."

"And you still accept him for the way he is?" Betty said amazed.

"I know...he's different." Felicia said thinking of his blond hair. "But I love him just the same."

"Wow..." Betty looked at May in disbelief.

"Yet, it's...unhealthy in a sense." May said.

"In what sense?"

May tried to put it delicately. "Well, Felicia you have to admit that being too...much is not a good thing. I mean, Peter needs help and we have to do something."

"Hell yeah!" Betty cried. "And if you're implying that you're OK with it, that's not right!"

"I'm about to use up all my patience for this. But...we all have our imperfections, Betty. We all go through changes."

"Semantics?"

"The way I now see it. We're here because we care about Peter. If he's happy with how he is. If he has no problems...then we should respect that. I can see you really do care about Peter if you're willing to accept him now. I guess maybe we're the ones that can't accept change." May said looking at Betty.

"Two against one, huh?" Betty said feeling singled out now. She shook her head looking disappointed. "I guess I'm the only that cares about Peter."

"Wrong, Betty. I 'do' care about Peter. Whatever this is of yours, drop it. Because as much as I respect people's opinions, I have to respect my own too. And my opinion is that since me and Peter are a couple, we have to deal with problems ourselves not let other people interfere. And we always do and we always prevail over them."

She sighed. Betty walked toward the door about to leave. "I hope you're right." she added before finally leaving.


In a local buffet restaurant, people were eating and socializing. All having a good time until something startling occurred.

Several people's drinks and foods trembled from huge steps coming into the restaurant. Peter Parker came in wearing a tight gray sweater that did little to hide his bulging, flabby gut which he now and again, pulled it down to hide it but eventually rose back upward. The jacket he wore only went down to his upper stomach now. And the people responsible for making Peter fill out more came with him. Sharon including a couple of her friends.

"Oh great...the food's about to be gone..." a guy seated chuckled when he saw Peter at the doorway.

"Uh-oh..." a woman at the counter whispered to her co-worker."...it's him!" she said in utter horror.

"Hide the food..." an annoyed girl ahead glared at Peter said covering her burger with her hands. She gave Peter a look of loathing.

"You know why we're here!" one of Sharon's friends was the first to speak up. She went to the counter and began to order from the menu above the counter. The woman clerk was taken aback and tried to keep up with everything being asked.

With trays stacked with hills of all kinds of food, soon they all went to the far corner of the restaurant where there were not a lot of people around. One thing was certain, Peter had grown bigger to the point where he was almost unrecognizable.

Sharon laid a reassuring hand on Peter's shoulder. "We'll pick you up later, Peter. Something's come up. We'll come back quick. You stay right here and eat to your heart's desire. We took care of it. OK? Don't you move."

"Got it. But then again...how can I...?" Peter fidgeted slightly as he was practically wedged into his seat due to his protruding fat bulk, as well as his rolls spilling out in all sides, more noticeably his love handles. The seat even managed to let off a creak. Sharon had now left with the other girls. Peter rested his hands on top of his massive, droopy gut and began to relax. At that time he had eaten almost everything they've ordered for him.

"Hey!" cried again one of Sharon's friends, who stayed behind. Anna, a pony-tailed, young woman with a cheerful expression, sweet cheeks and tan skin. She was very petite but rather fit which showed in her arms and exposed, taut midriff. She wore a green workout crop top with matching tight pants. She was quite fanatical when it came to giving Peter food. Enthusiastic even. The vivacious Anna stood beside Peter on his right side with a big smile and got down low so that she can see each other properly. She spoke in her squeaky voice.

"Got a big surprise for you for dessert. I ordered you the jumbo-double deluxe-ultra chocolate-extra cookie butter with super-caramel-peanut butter brownie-vanilla-milkshake! The biggest one yet. Never before eaten! Yay!" she cheered and did a little dance, giving herself a spin. "All for..." she pointed at him with her index finger and by 'him', it was his big belly she poked.

"...you!" she giggled happily.

Peter rubbed his huge wobbly gut from where she poked it. "Oh, uh...thanks."

"You're sure to break a record there, tubby!"

"Tubby?" Peter blinked at her in surprise.

Anna looked alarmed and corrected herself. "No! No! Buddy! Sorry, just a little tease. I said-I meant 'buddy'! Like you're my big buddy!" she chuckled rather nervously before speaking again. "Welp, I better go get it! Be right back!" she kissed his cheek and skipped away with a giggle, presumably to order.

The peck on his cheek had Peter remembering another woman who did the same. Someone important. It had gotten to a point that he was forgetting many people in his life. Yet one he felt but didn't remember her face, was enough to indicate that she had existed. Peter couldn't help but try and visualize who it was.

"Here it is!" Sharon's friend arrived with a giggle. An outrageously large, stylized, over-the-top, flavor-filled milkshake was placed in the middle of the other food that had consisted of mostly burgers, ribs, crispy chicken, hot dogs and pasta, covering two whole tables.

"Whoa..." Peter said looking at large glass.

"Yep. The creamiest, tastiest, richest shake this side of town. Heard rumors it gives love handles to love handles. Never mind, I'm sure that's just an exaggeration. Anyways I gotta go. Remember to eat everything." she then took a quick glance at Peter's backside which caused her to have wide, shocked eyes and almost giggled again but blocked her mouth with her hand. She continued though. "See ya! Bye!"

He took a few sips of the shake and what happened after, was instantaneous.

The chair gave way and broke making Peter fall and hit his head on the ground, dazing him. Laughter occurred in the restaurant. The shame was getting to him and he had to leave quickly to avoid the taunting. Shrugging, he tried to turn over and saw a torn magazine cover on the floor. Apparently someone earlier didn't appreciate cleanliness in the restaurant. His head hurt from the fall but one thing was certain.

The wondrous feeling associated with eating had stopped and he no longer felt hungry. All because Peter was seeing a half-ripped magazine cover with a beautiful red-haired young woman he used to know. Suddenly memories were flooding through his mind like rapid images in a film speeding by.

Slowly tears began to well up and sadness took over him. His face turned red with anguish. He stifled a cry but only barely.

"I miss you...Mary-Jane..."

He got up with renewed focus and confidence, wiping the crumbs off his face and leaving the rest of the food behind.


'Well, hey. It's not like in New York where creeps and freaks attack for no reason! This piece of crap in a suit actually does but he still needs to go down! That's a given.'

It had only been a few hours and the people in the club were huddled on the dance floor so was Mary-Jane, already thinking nonstop how and why this situation occurred. It had bee so abrupt. She was already going through so much emotionally. The last thing she needed was a reminder of what she always went through in her life. Chaos.

The man came back into the middle and stood amongst them with a smirk. Mary-Jane wished she could punch it off.

"Well, we found the owner. He's around...parts of him...anyway."

Mary-Jane gasped in fright so did a lot of people.

"Turns out he didn't have our money. Such a shame. I was gonna use it to buy a new car. But there is good news for us all..."

Mary-Jane didn't like the sound of it.

"I understand this is the twenty-first century and everyone here has smartphones. Interesting pieces of technology I know. There's a chance that one of you made a call before or during our holdup here. How did I come to that conclusion, you may wonder? Because we just got word that the cops are coming. Yeah." he nodded.

"So the good news is we're cutting our losses and kill you all quickly. No pain. No suffering." he said holding a rifle. "Believe me...it's the best you're ever going to get, ladies and gentlemen. An end to mindless deceit and violence."

'Great, I'm about to get it in a Los Angeles bar...' Mary-Jane thought horrified.

The lights went out unexpectedly. Mary-Jane looked around as well as many others. Only a few dim lights were shown. Backup lights.

"What the hell? Check on it." the man motioned to one of his thugs.

The thug went out of sight and as he did, he screamed. Gunfire went off. The man reacted and stared at the direction his cohort went.

"You check!"

"But-" Suddenly he was gone, pulled, yanked back followed by the gunfire going off, making people cower and scream.

One by one, the thugs were taken down and not just them but their weapons were being taken by some unknown force. Mary-Jane knew though.

'Is that a thread? Like a spider-thread?'

Another man was taken down and then another until only the leader remained. Mary-Jane smiled when she thought 'I think I may know who this is...'

"What the hell is this?!"

"I guess what this town needs is..." Mary-Jane spoke with a smug smile. "...a touch of New York."

A figure slender and nimble dropped down behind him. It was a woman. Not Spider-Man. The suited man began to aim his gun only for another thug to come up behind the woman and aim her gun. Mary-Jane saw that she was in trouble and tried to intervene. Not thinking, she reacted and jumped on the man's back making him lose focus and shoot the ceiling instead.

More gunfire erupted and this time, the strange woman was glad for the change in her situation and so she grabbed the thug's hand pointing the gun away and kicked him in the chin. 'My God...this is awesome.' she said as she was done and looking at her hands. Apparently looking pleased with herself.

A gunshot erupted.

Turning, she saw the man had been fighting a young red-haired woman. She had elbowed him but somehow managed to regain of his weapon and fired in the area of her hip. She had been too late to help her.

The woman quickly ran toward the armed man, took away his weapon with a simple swipe of her hand and punched him countless times fast and hard. When he had gone limp, she grabbed him by the neck and threw him to the bar smashing the bottles that were on the display.

"See what alcohol does to you?" She tried to laugh but Mary-Jane was shot.

Lightheaded, she fell to the ground. The pain intensified. Quickly, she was then lifted and carried to the back, to a supply room. The police had already arrived.

Mary-Jane was then settled down on the floor gently. She was now staring at the woman who saved them all. The woman had strange spider-like lenses that almost appeared like sunglasses and her suit had the spider-logo with a black and white look to it.

"It's you. Why did you interfere?" she asked.

"It's not in me...to do nothing. Plus I'm from New York..." Mary-Jane weakly said.

"I heard."

"Who are you?"

"Someone who has traveled space and time. So I'm still trying to figure that out too."

"A name would have sufficed but hey...we can't always get what we want."

"You're dying...you only have a minute."

Mary-Jane had the strength to roll her eyes after hearing that. "Oh, is that all?"

"But it is not your time to die."

"Shouldn't it? I mean...I did get everything in this life."

"Did you?"

"More or less. Oh, who am I kidding? No, I didn't! I want the man I love. I want the man I love back! I gave him up for...for...this?! Having everything...is worse than having nothing..." Mary-Jane said softly.

"You remain incomplete, Miss Watson. In order for you to continue your destiny, familiar territory must be covered..."

"What?" she blinked in a groggy manner and began murmur. "How do you know my name?"

The masked woman shook her head and her whole attitude changed. "Sorry...that was quite some Deepak Chopra stuff there, wasn't it? Still trying to get used to it. Look, long story short, I'm here to save you. And in so doing, it'll save Peter Parker."

"You know Peter?"

"Again, long story, now are you gonna hang in there or what? Otherwise, you're gonna have to hear a lot of that fortune teller stuff again."

"How is saving me going to help Peter?"

"You don't get it darlin'. Saving Peter is not just saving him, it's saving the world. He's in a messed up place right now."

"Isn't he always? I get it. I get it. But how-"

"I got something that will heal you. You won't like it but it's the only way given your current condition."

"I'll take whatever I can get."

"Recognize this?" the woman quickly held up a necklace with a big red jewel to which Mary-Jane's eyes widened and became stunned.


Out of breath, Peter finally got into his dorm and noticed for what seemed to be the first time, that his room was a mess. Candy wrappers, half-eaten snacks, stains on the table, objects knocked over, littered the room.

"Great. A pigsty. Seems fitting." he muttered sarcastically.

The computer had been on the entire time it seemed and something caught his eye in the news media. Peter saw an online article that said that a Los Angeles bar was attacked and that a mysterious costumed woman who looked and moved like Spider-Man saved a lot of lives.

"What the hell is going on in this world?"

He had picked a bag of chips and threw them to the garbage.

"I think I may have been under a spell this whole time..."

He then ran into the bathroom.

"Whoa! Look at me! I'm enormous!" he said as he looked at his reflection in the mirror. "What the hell happened?"

Seeing a scale on the floor, he went on it. What he saw gave him the right to be concerned. The number was overwhelming.

"Oh, dammit! That's a lot. But how was the spell broken?" he wondered.

Peter for a while thought it over and went back to a point when he thought of Mary-Jane. Mary-Jane, the one who taught him to be strong and to be true.

"Mary-Jane...it was you..." he smiled. "You saved me..."

His phone rang and once again just like he did with his incoming texts, he ignored it. Sharon was somehow in on what was happening to him. Just because he was ignoring her texts doesn't mean he wasn't going to find out what's been happening.


"I want to do it again..."

In bed and immediately after intense love-making, a breathless Felicia was astounded. "Umm...sorry Peter...but not right now. I'm tired." she then turned away from him and began to rest.

"Don't you love me?"

"Of course I do!" she said affronted. "But babe, we did it twice just now. Besides, I have things to do later on."

"Am I not that important to you?"

"Why would you ask a question like that? I just came back to be with you, Peter. Remember?"

"It's just...not enough."

"I have things to do. Just like you have things to do. "

"You just don't want to spend time with me...!"

"Why are you being like this anyway, Peter? Just because I can't do another 'round' with you? That doesn't mean I don't love you any less!"

"I'm sorry. I don't know what got into me..."

"It's fine. I uh...I just remembered. Your Aunt May and Betty Brant came over. They said there might be something wrong with you."

'Who are these people?' he thought. "They did? What'd you tell them?"

"Nothing. I only told them that everything was fine."

"Did you?"

"Of course. Why are you questioning this?"

"You brought it up. I mean, why didn't you tell me this before?"

"I guess I just had a lot on my mind, Peter. But it's not like-"

"I...don't...want any problems!" he said like a wailing child which made Felicia surprised. "I've always had problems! Why do they keep happening?"

"You think I'm making problems?"

"Yes!" he said breathing heavily. There was a pause between them. Felicia looked unsettled. "I have to go. I have to think."

Peter then got up, changed and went out of the bedroom.

"What's gotten into you, Peter?" she called out but there was no response on his behalf. She then heard the door slam shut.

Felicia sighed. 'Maybe Betty and Aunt May are right...something's up with Peter. But then again...something's probably up with me too...' she thought as the headache settled in.


'Guess I'm doing this on my own...' Betty thought as she made her way to ESU. Going through campus buildings, she found the dormitory in which she settled in and tried to find Sharon's room. It was time to question her.

According to her main source Fred, she had to be in this level. Coming to her door room number that matched what Fred gave her, she knocked on the door to which she got no answer. Knocking several more times, she got nothing. She pounded harder to which the door opened. Apparently it was never locked.

She went inside and found to her horror that the room was full of webbing. Threads of web went in horizontal and diagonal directions. Each end sticking to either the walls, the ceiling and the floor and as she went through it carefully, trying to make her way in, she saw several pods, slimy and pulsating.

Betty was horrified. 'What the hell is this?! God!'

"Actually..."

Betty turned around and saw three young intimidating women blocking the doorway. "Why don't we take you to her?" one of them asked.


'Authorities say that one man could not have acted alone. Yet many of the inmates suggested there was. The prison kept in some of the worst that New York has to offer and now having escaped, they are once again running amok in the city including one dangerous burglar who past recent weeks was running rampant in the city, named the Prowler.'

"New York, you never cease to amaze us, do you?" Aracely said at the bar watching the TV. She took a swig of her beer and redirected her attention to her smartphone where she began texting a friend that the Prowler has escaped and whether and sign of him had been possible.

"I know the feeling…"

Aracely stopped looking at her phone. She turned and saw him. The wanna-be hero. The blond hair and the leather jacket made him appealing but she found him a nuisance.

"What the hell are you doing here? You following me?"

"No…wasn't really. I uh…just wanted to talk."

"You 'are' talking. Now get out of my sight."

"I know why you're mad." He said suddenly stopping Aracely in her tracks. "You lost someone important to you. Not only that, you had terrible things happen to you. You've been exploited and now at this point in your life, you only trust certain people who have been through the same. It's a nice comfort. Who wouldn't want that?"

Aracely grew defensive. "You don't think I know what you're on about? I mean, aside from that 'macho-wannabe hero' crap you pulled the other day, you're someone who can't accept change and you also can't accept things as they are. Say what you want, but you're more messed up than I am."

"But I'm right, aren't I?"

"What were you born yesterday?" she scoffed.

"It feels like it sometimes."

"What do you want?"

"To really know you. Maybe I can understand the world better that way."


At the pharmacy, she was staring at the products on the counter in the home health care department. If she was anxious before then, she was more anxious now because now that she was there, at the store, it made the possibility much more viable.

But not knowing was even worse. She knew. She had to know one way or another. So Felicia did it. She grabbed the product, went to the counter and bought it. The pregnancy test had to give her an answer.


She was dragged to a large area where in the center of the room, a large sheet of webbing was suspended in the ceiling.

"We have her." the young woman said with no emotion.

"At last." a young woman below the suspended webbing appeared.

"You!" Betty said.

"So you're the one who's been following me? That's a very stupid thing for you to do. Search her..."

'Great...' she thought as she was frisked from head to toe.

"Interesting." Sharon was given a stun gun and studied it then went bored with it. "Well, too bad..." she threw it behind her somewhere aimlessly around the huge land of web.

"What the hell is this?" Betty said looking at the large webbing spread nearing the ceiling but almost close to the ground.

"Let's just say I like spiders..." she grinned.

"I doubt this is just a school project."

"I like to be creative. All students grow to be."

"Let's cut the crap. You're not Sharon Keller. You're not even a student at ESU. Who are you? What are you trying to do to Peter?"

"You're right. There's no sense in lying. You see, I'm trying to make him mine..." her eyes blared blue now, startling Betty. "...to eat!" Her entire form changed and that was when Betty screamed when she saw who or rather what, Sharon really was.


He exited the dorm room and ended up in the parking lot of the school. It was empty of people which was a good sign. The last thing he needed was more passerby. He searched his pockets in order to make sure he had everything. Taking his hands out of his tight pockets from his already too-tight jeans, his keys jumped out.

Sighing and annoyed, Peter tried to bend down but his bulk prevented him to do it. "Oh." his whole body shook.

Peter looked around to make sure no one saw him. Seeing that the coast was clear, he bent downward and stretched his hand out with a groan.

"Come on...you can do it."

It was a slow process. His whole entire body shook and Peter thought it was an embarrassment just to pick up a simple item from the ground.

"Holy crap, people! An eclipse!" a squeaky voice was heard behind him followed by a giggle. Peter rolled his eyes. Standing and turning around, he saw who it was. Only a brunette with a long ponytail and short athletic stature which was all it took to know that it was Anna. The most animated of Sharon's cohorts.

"Ever heard of sensitivity?" Peter asked her.

"I meant it as a compliment. It's like you have two of 'my' asses put together." A smiling Anna patted her derriere in emphasis.

"What do you want?" a now-determined Peter asked, feeling irritated.

"We're a little concerned is all. Sharon told me you'd be here. Also, you didn't finish your next meal. Not to mention the shake I bought especially for you. Nor did you ever answer our calls and texts telling you to return to us." she said giving Peter a mean stare, which made her childish despite her having a heart-shaped face. "You hurt my feelings. That's not like you..."

"I'm done." Peter simply said.

"Done with Slimfast? Sorry sorry, that's the last one. I promise." she said trying hard not to laugh.

"Done with the 'fat-fest'. Done with Sharon and everything. What is it you guys are trying to do to me anyway? I don't see the practicality of me being this way."

"We're just trying to give you everything you want. We're friends, Peter. You see, the bigger you are, the more our plan comes to fruition. What do we want? We're trying to turn you into what you're destined to be."

Peter scoffed. "Something tells me you succeeded." he said frustrated.

"Not yet. Sharon showed you the light and made you love food in general, which of course led you to the sumo route. You should accept yourself for who you have become. Basically...deal with it."

"You guys are insane. And it's about to stop. Here and now."

Anna remained silent for a while before she responded. "You're serious? You're done with us?"

"What can I say? Maybe I want to go with the healthy route now." Peter smiled sheepishly.

Anna with narrow eyes, crossed her arms. "I'm afraid I can't let you do that. Sharon says you have to be bigger. Now it's best that you come with me."

"No, I'm not. I'm onto you guys. Whatever she's really up to, I'm going to stop her!"

"Then I'm afraid you're going to have to get pass me." she smiled mischievously.

"That'd be too easy and I don't want to hurt you, Anna."

"Easy?!" she scoffed. "I can handle myself. I work out seven days a week. I know Jutitsu, Aikido, Krav Maga and other kinds of Kung Fu." she said readying her fists and feet. "I'm fast too. Pretty neat huh? Whereas you're only fast in chowing down on anything we put in front of you."

"So much for being accepting...go away!" he proceeded to walk past her.

Peter tried to step to the side only for her to jump in his way, giving him a slap to his face, stunning him.

"Told you I was fast, fatty!"

Peter went to the right side only for her to jump to his side quickly and giving him two slaps now, dazing him.

"Hi-yah!" she cried.

"Huh? What is this-?"

"It's called being 'out of shape' for you. 'That's what this is!"

It was sort of comical on Anna's part. Sure she was small and pretty but she was very rambunctious. She did a few acrobatic spins and stylishly punched and kicked him again and again.

"Finally I get to do this!" she said in her usual enthusiastic attitude but it made her lethal. "Say what I want!" Anna seemed overjoyed while hitting Peter with theatrical, over-elaborated martial-arts with her fists. She even did a few somersaults all the while taunting him.

"You're so fat, you ate an entire Pizza..." she said issuing a fast slap to his face, staggering him again. "...HUT!" Anna added and smiled.

"Just stop-"

She ran around him, punching him in his lower area whenever she got a chance. Peter tried to get at her but went dizzy and breathless. She finally jumped to his face level and punched him and ran around him again after.

"You're so fat, when you step on a scale, it says 'one at a time', please!"

He was punched in the gut which had him walking backward. He tried to catch his breath.

"Hi-ya!"

She jumped and gave a spinning elbow punch to his other cheek.

"You're so fat, you have more rolls than a bakery!"

"Nothing against women, but why are they always beating me up?" Peter asked miserably.

Peter finally tried on his part by shoving her aside but she grabbed his wrist, pushed it away and gave a long kick. Her foot hit his face and countless punches fast and well-planted and coordinated were established all while Peter became overwhelmed and was now going backward. He was too sluggish to block a punch let alone a kick.

He then got kicked to the wall hard.

"I don't want to-"

She then swung low with a kick to his shin, making him go down on one knee but it brought him to Anna's level where she issued a massive, spin-punch to his fat cheek, almost knocking him out cold. But Peter shrugged it off.

"The bigger they are or rather fatter they are, the easier they fall." Anna then got into a one legged stance. Her arms stretched to the side.

"What the-?" 'Umm...you've seen Karate Kid haven't you, Pete?' he asked himself but it was too late.

Anna merely gave her head a shrug to the side. "hasta la vista, lard-butt..." she said in her usual sweet tone. "...hi-ya!" and her right foot having been held some inches from the ground, finally sprang up and hit Peter in the chin. The crane kick made Peter fall to the ground hard.

"Whoa! You're so fat, when you fell, you almost knocked the Earth off its axis!"

Peter tried to get up.

"Oh no, you don't!" she then drop her body to the ground, shot her legs out and tripped Peter, making him fall again and immediately pressed put Peter's head between her thighs, squeezing.

"I'm little! But these thighs of mine can crack watermelons!" she concentrated. "You should have been a good fatty and eat that shake!"

The grip continued and Peter struggled as hard as he could to get free.

"Come on, come on, leg workouts please don't let me down..." she said as she squeezed tighter and tighter. It proved to have an effect as his struggles were weakening. Peter began to lose consciousness. His eyes began to close slow.

"Ha, ha, yes! Good night." Anna giggled.


"Dear God. The last time I was here, I was in such a state that I still haven't recovered fully from it. A death in the family is not one to take kindly. I'm sure you have your reasons for allowing things to happen..." May said looking ahead at the altar and staring at the large cross with a certain man hanging from the base of it. May was at the church seeing as how it felt right to do so.

"...I guess this is the last refuge of a scoundrel. And I'm a scoundrel I guess. We're all scoundrels. But I digress. We're not perfect but we're put on this Earth for a reason, aren't we? A wise man told me that it's OK to make mistakes because it doesn't make us perfect in the long run, but because it gives us experience. It is a way to survive. You took Ben from me, Lord and I forgive you for it. You saw a flower, thought it was beautiful and you took it, you took him. I come here because I want you to watch over my nephew, Peter. He is like a son to me, no let me correct myself. He 'is' my son. I've watched over him for years and I can very well declare that proudly. I don't want nothing bad to happen to him. Give us humans a chance in this city, let alone the world. Give Peter a chance too. Something is wrong with him and I just...I want...oh I don't know what I want..."

May then got up from the bench and left through the church through the large doors.


Peter woke up with a great disorientation. He realized quickly that he was in a cocoon made out of strange, strong material. Looking around, he saw the area was filled with gray, silver strands that crossed and connected everywhere. 'Webs!'

"Wakey, wakey...eggs and baky..." a voice called out. Outside through a hole in the webbing was none other than a short woman. Peter rolled his eyes and groaned when he realized who it was.

In a proud posture, Anna gave Peter an evil smirk. "But then again, you've had your fill of them, haven't you?"

"You're cute...and a pain to listen." Peter said.

"I'm an acolyte. Somebody who serves much more important, powerful beings."

"So you're irrelevant. You must be so proud."

"Pretty big talk coming from a bad-ass who went 'fat-ass'..." she kept on quipping. "We've had the Rhino, now we have the Hippo!" she said.

"You're crazy alright..."

"Women are always your weakness. Always letting them control you, dominate you and defeat you..." Anna shook her head. "Look where it's gotten you."

"True." a voice replied.

The voice was Sharon. "It was so easy to earn your trust." she appeared ahead throughout the large mass of webbing.

"I can't believe you..."

"If you can't...then believe 'this'!" Sharon's form changed dramatically and soon she became a tall, grotesque being. Peter couldn't believe it indeed.

It was a huge creature with bright blue eyes. The wings were large enough to be a cape.

"W-what are you?"

"Shathra. A spider-wasp. A hunter. To you...Spider! A God even. You see, I've taken many forms to earn your trust."

Shathra turned into his Uncle Ben.

That was when Peter realized everything he was told was a lie. A trick. To give up his powers. Uncle Ben was Sharon the entire time.

"I'm proud of you son, for becoming what you were meant to be. You've grown."

Peter stared at him with sadness.

"...like a stuffed turkey. For nourishment. Plump and ripe. How do you like that?"

Peter trembled from such a statement.

Uncle Ben transformed back into the horrible dark blue insect humanoid.

"I trusted you! You were my friend! Why? Why did you do this to me?"

"Why you, hmmm? No, you did this to yourself. You wanted to be normal in the first place. You got your wish. In a way, it is because you were meant to accept your downfall. It's nature. When I came to this world, I sensed you like a predator has a prey. And you're mine."

"What?" Peter thought she didn't make any sense.

"For every spider we find, we fatten so that there will be enough to sustain me and my hatchlings until the next cycle. You're almost big enough. It is almost time!"

"Well...at least you've stopped being vague in your explanation." Peter muttered even though the fear was getting to him. "With all the junk you've given me all this time, why not just eat that instead of me?"

"Human food does not nourish, sustain nor satisfy us. Now we're going to provide you the necessary filling your body still needs. We needed more time but now that you're aware of me, it's time to drop the subterfuge."

"We?" he asked.

"My sisters..." several spider-like humanoids not unlike Sharon appeared at the far end of the webbing, to which Peter grew quite alarmed. "And my daughters who have just hatched now."

"You're insane!"

Anna spoke ahead. "He's almost there boss! Just a little more poundage to go."

"And it will be done."

"That means you're going to be dessert to them." Anna said far ahead.

"And her?" Peter asked annoyed at Anna.

"She's a mere human. Only doing this to feel some certainty in life."

"So she's not special?" he looked at Anna ahead who was overhearing everything.

"No."

"Hear that? Feels good, doesn't it...?" he called out to Anna, who looked irked.

"You should be thankful you've lived this life, Spider. You had everything as far as gluttony could give you. Unfortunately for you now, you will have the opposite of everything."

"Once we're done with you, I'll move on to the other Spider-Man."

'The one that showed up out of nowhere...doing...doing what I'm supposed to!' Peter became saddened.

"Now...you shall suffer!" Incredibly, a stinger had been produced from one of her fingertipss and pierced the web-cocoon he was in. Expecting to be stabbed, Peter realized that she only cut open the webbing in one long strip.

"What are you doing?"

"A challenge. Run..."

Peter ended up running. He wobbled his way around through the huge mass of webbing.

"Yes, yes, yes….run, run…but you're in my world now, fat spider! I built this for us!"

Peter tried to run as fast as he could despite it was all webbing. He was amazed at how strong and stiff the interconnecting webbings were. It still bounced once he tried to get further away.

'Come on, Peter think! Think! How am you gonna get out of this?'

He tried to hide but Shathra knew his every move.

"Yes, this is my idea of fun!" she screeched. Peter tried to attack to which she laughed.

"Pathetic!" she hit him away.

That was when he landed on something. Turning over, he gasped.

It was a high point. The odds were a one in a billion to find such a weapon of all places. Picking up the stun gun and putting it behind him. He saw Sharon making her way toward him.

She grabbed him with both hands. Her hand was raised and her stinger from one of her fingers was produced again.

"Good-bye. Once you're unconscious, you'll be lobotomized. Fattened once more and soon...devoured."

Peter finally reacted fast and stuck the activated stun gun to the tip of her stinger to which she screamed. The gun had been on a maximum setting. So Peter felt the pain as well. The current passing through Sharon was now traveling within Peter. Both shook from the electricity. Suddenly in between them a strange force was produced from her body.

Either way, the cleverness worked. The electrical power had surged towards Shathra. But the current split into two and Peter was also struck by it. Soon it was over. The stun gun burned out.

Both were blasted away from one another. Peter, however stood up.

"Whoa!" he said somehow amazing. Incredible. Powerful.

Peter had felt a rush of energy. An energy, a warmth, a power he had lost had come back to him. Rejuvenated with incredible strength returned, Peter breathed in and out and it felt wonderful. It was as if he felt air for the first time. Shathra looked stunned. She knew what had just occurred.

"My powers are back!" he said looking at his hands and making them into fists.

"No-!" she then charged at him in anger.

But Peter launched a massive punch to the creature's jaw knocking her away, very far.

Peter proceeded to get out of the chamber using incredible strength to make a hole in the web-lined wall. Sharon's friend Anna was about to intervene only for Peter to amazingly snatch a bit of Shathra's strong webbing and threw it to her, upper and lower body. He then spun her around and around, until she was fully encased. She dropped to the ground.

"Hey!"

"Sticky situation huh? Now, enjoy your new friends..." he muttered to her and was about to run. Anna turned toward what Peter was referring to.

The spidery creatures began to snarl as they slowly came toward them.

"No, wait! I take it back! I'm sorry I made fun of you! I'm done with everything! Just don't let them eat me!" she said trying to squirm free.

"Nope. You were mean. Bye." he began to make a break for it.

She then gave a panicky shriek. "No!"

"Just kidding!" he turned back with a smirk. "Everyone falls for that..."

So then, Peter ran as hard as he could despite his obese state, while dragging the webbed up Anna on the ground with one hand. The creatures were gaining but not for long. Peter found a closet in a room. He proceeded to put her in.

"What are you doing?"

"Just shut up and stay here." he put her in and closed the door, he heard Anna's muffled yelling inside once he locked it. Ignoring her, Peter exited the room. He had no idea on how to take down the giant spider-creatures. They were at the other end of the hallway and in close proximity. Peter held his ground and prepared for the worst to come.

Suddenly the creatures stopped and turned their heads to the side as if noticing something. Ignoring Peter completely, they went off in a dash into the other direction, leaving Peter alone. It was as if something called them.

"OK...that's fine I guess. Whatever. I just want out."

Now he was in another corridor, in a hallway with doors all over and not one gave any indication of an exit. He went through a room that looked like a basement. Inside, he paused to take his breath and put a hand to a wall, Peter was beginning to get lightheaded. That was when he saw a familiar person encased in webbing.

"Betty?"

He went to her and with incredible force tore off the webbing. She was disoriented but looked as if she were coming to.

A high-pitched cry was given off and a fast kick to his left side was then registered, knocking Peter away from her. There she was. She stood with a mean stare making Peter annoyed. Sharon.

"Did you think I wasn't going to find you...?"

"You're not getting away with this!"

Shathra in her human form, hit Peter again and again using incredibly fast, unexpected kicks and punches. All the while giving out her battle shrieks. She was extremely agile and nimble as given in her acrobatic maneuvers that made her impossible to see.

"Fine. I didn't want to have to do this!" Peter issued a punch with his fat fist only for it to be immediately caught, surprising him. Shathra immediately administered several fast punches to Peter's bulky areas, making him back away now.

Shathra raised her chin proudly. "You are no match for me, Peter Parker! Even with your powers returned, you're still weak!"

"Ehh...you're not so tough." Peter said bravely and threw a punch which was once again caught unfortunately.

"Great..." Peter muttered softly.

"Your efforts to defeat me are laughable. Your obesity however, is defeating you. But not only that, spider-wasps will always be strong...against weak, inferior spider-beings like you!"

She knocked Peter down. Peter tried to get up despite his big belly in the way. But Shathra got to him and placed her foot on his thick chest, putting him back down.

"This is where your 'survival of the fittest' gets it right."

"This is wrong!"

"I've waited long enough! I've been hungry forever!"

A bat swung and hit Sharon across the head from behind. Betty stood holding it on her shoulder.

"I'm guessing it was time for you to save me?" Peter nodded with a roll of his eyes.

"You think? Oh, and by the way I told you so. Now come on..." Betty said, rolling her eyes, grabbing him with both hands and with a huge grunt finally got him standing. But she was knocked out from behind by a swing of Sharon's arm.

"Foolish girl! I'll eat her next after you...!"

The fury grew to a boiling point and Peter lunged at her until his whole body tackled her, dropping her to the ground where Peter used his heavy bulk to pin her. Sharon squirmed to get free. Peter raised a meaty fist and prepared to smash it down to the face of Sharon.

"You can't do it..." her face then shape-shifted to his Uncle Ben. "It's not in you, son."

"No..."

"You can still have everything..."

It took everything not to listen. It took him everything to see he was not seeing the man who helped him almost all his life.

"NOOOOO!" Peter yelled in anguish and punched him with as much force as he could. And it was. The force of the punch was that of a gun going off.

'Uncle Ben' gave a smirk despite a trickle of blood coming down from his cheek.

"AAHHHH!" Peter yelled again with incredible fury. He hit him again tremendously that the head drove further into the floor.

Sharon rematerialized now and maintained her smugness.

"What are you going to do?" she said rather stunned that she was hit so hard. "Kill me, Spider? As if you could! Wouldn't that go against a certain code of yours?"

He knew what she was referring to. Peter knew she wasn't human but an insect so it was easy.

"You're not human...!"

He punched her again with incredible force. His hits were much greater than when he had been thin. The weight was an advantage now and soon he smashed away. Again and again until Sharon's form faltered and Shathra returned, she looked weakened. Her dark alien insect face was bloodied and deformed now. Despite the tremendous beating, she gave a laugh. A loud laugh which turned into a loud cackle. He hit her mightily again only for her laugh to continue. Infuriated, Peter picked up her broken form, held it high in the air with both hands raised and brought her down to hard to his kneecap, breaking her spine.

Yet, she continued to laugh maniacally.

Peter then picked her up again and ran his fist through her stomach so hard, it went in. Shathra laughed but only weakly now.

A hole lay in the middle of the floor. A bottomless pit of some kind. Presumably where she came from.

"Here's how being on the bottom of the food chain feels like!"

No hesitation whatsoever, Peter threw her down, where her echoes almost went on forever.

"I will return...return...turn...turn...!"

His spider-sense acted up. 'Long time no goosebumps...'

Turning around, he saw a lone spider-wasp creature about to attack him.

"Great..." he said opening his arms wide to prepare as an offensive. The creature appeared to charge toward him. But it never did. It was impaled, killed rather with a metallic pipe having been thrown, to the head. Peter gasped and saw the woman appear.

"Took the rest of them down. This one ran out on me. Hello, by the way." the curvaceous woman said. She wore an outfit similar to the original Spider-Man. Only her hair and mouth were exposed.

"I-?" Peter began.

"Follow me." she gave a nod.


Soon, they were on the roof. She waited for Peter's apparent questions.

"Betty?"

"She'll be alright. She's just knocked out. I'll take her and that Anna girl to the hospital once we're done here. You did well. I only helped to an extent. You on the other hand, proved the hero in you is still alive and well. You passed a test essentially."

"What are you? Another new Spider-Woman?"

"I do not go by that name."

"Then what are you all about?" Peter asked.

The masked woman sighed. She looked from the sky to the city around her. "This new universe holds too many surprises. Overwhelming ones, even for me."

"Come on. Don't play around. Who are you?" The woman was fit, slender with curves and truly strong which was evidently clear by how she handled herself earlier.

"You know. Deep down you do." she replied courteously. "We're alike you and me. We've always been. I have helped you before. Now I came because strong new forces are making you lose sight of who you are. The villains you've encountered want to destroy you not just emotionally but mentally and physically. They're tricking you basically. They want you to stop being Spider-Man. The villains want to destroy what you represent. Hope."

Peter finally understood.

His awe escaped him. "Madame…Web?" he said in a low voice.

"Hello, Peter." She gave a gentle nod. "And to answer your question. Yes…and no. It's very difficult for me to explain. I guess it seems you and I are one of the few that have lived two different lives. Don't ask me how I know that or else both our brains would explode. You see, I'm Julia Carpenter. I'm the new 'Madame Web' now. The real Madame Web died and gave me her powers. Even her memories. And I guess…her soul maybe?"

He let that sink in. "What? How? Why?"

"Please Peter…there's no time. You must become once again, the man your uncle wanted you to be."

Peter stopped her. "Stop. Stop. Stop. I'll spare you the 'get back on your feet' speech. Don't worry. Yes. Yes. I get it. See, I've had my own mind screwed up these past couple of weeks. I got turned into a blimp. I'm beyond mad about it. People keep wanting me to quit when I should have trusted myself not to do so. I can't believe after all this time, I'm still so naïve. Enough is frickin' enough! But now that my powers are back and seeing how creeps and creatures from other worlds want to destroy the very thing that makes me 'me', it's time for Spider-Man, the real Spider-Man to come back!" Peter proclaimed.

"Awesome but hold on…" Julia said putting a hand on his shoulder, stopping him. "You're not doing anything yet."

"Why?"

"If you're going to be Spider-Man, you have to 'look' like Spider-Man. You've gone completely out of shape so you're gonna have to go on a serious diet now. You may have your powers back but your weight is still a big problem."

"I don't know about that. I mean, I can still fight. But I agree. I got to lose weight. First thing I got to do is go to a gym. But crime is on the rise once again! I wonder if I'll have time to be back at my old weight by then."

"I know someone who can help you."

"Who?"

"Me." Out from behind, stepped out a gorgeous woman wearing a strange armored undergarment that exposed her midriff and legs. Her boots were armor as well as well as her gauntlets. It was the sword and red hair gave everything away. For a split second, his heart grew.

"M...J...?" his heart raced.

"We meet again." she said. The glare she gave was an unwelcome one. Very unlike Mary-Jane.

Peter was taken aback when he saw her fully. She had a robe flowing behind her. He remained silent. He felt paralyzed. Sadness and shock were all being rolled up into one. 'No! It can't be!'

"Oh...you forgot who I am?" she grinned. "Or you just don't want to accept who you're seeing? You don't remember...destroying me and foiling my plans? In a way, I can relate. It's hard for me to recognize you as well. Oftentimes, a king after winning a war only sits and eats without any regard to anyone and anything. Victory has truly defeated you."

"Red Sonja!"

"Yes...it is me. You giant fat piece of slime. Finally 'back' in the body you stripped me of." she said with a sneer.

"What is she doing here? Why did you take over MJ?! How?! I destroyed the amulet! You should be gone!"

"You destroyed the amulet in the original universe. There was another one located in this new universe too, Peter." Julia explained. "Alternate universe. Hence, there was an alternate one."

"Which I never destroyed..." Peter realized.

Red Sonja took a step toward him and looked him over. "I must say, you have taken quite a fall down from your ivory tower...Spider-Demon. Your corpulence is not just embarrassing to behold but insulting..."

"OK, enough with the weighty remarks. You are to help Peter. Train him to be what he used to be." Julia said.

"I don't want her help. I want her out of MJ's body. You can't trust her! All she wants is to kill us all!"

"You know I remember..." she walked slowly toward him. "...when you tried to make me see that there was still some...good in me. That all I was, was a misguided woman. I guess words do have an effect."

"What are you saying?"

"Before I was brought back, I was in a hellish world along with other souls who were also given such a fate. Full of pain and torture. I was told I was in it because I became...too malevolent. But now I have a second chance. Perhaps it's fate. Rest assured, I don't want to rule or kill innocent people. Not anymore. I was blind in seeing my faults. You were right, I did lose my way. As soon as I'm...done with you, I'll go away. Go to the real afterlife that awaits me. Conan is there...waiting. To me...this could be my redemption. Helping you find your way again."

"Yeah right."

"Peter, I'll stay here and keep an eye on things until you get back. I'll protect this city." Julia said.

"I don't know. She's going to help me? Really?"

Red Sonja spoke again. "They say real men teach men to be brave and wise but women actually make a man, a real man! You on the other hand, have become quite an embarrassment of a man, it's time for you to be reborn."

"You in MJ's body are going to make me thin again?"

Red Sonja raised an eyebrow in response. "She will return. I promise. What do you say? Will you trust an old enemy?" she held a hand for him to shake.

Peter was a bit reluctant until he saw Felicia appear beside Julia. Felicia in her Black Cat persona, giving him an impish smile and seemed to express waiting on his answer as well. 'She's not real, she's not real, she's not real...' He became put off but eventually made up his mind. To the point where once he blinked several times, 'Felicia' was gone. He went back to focusing on Mary-Jane.

'So she's going to whip me into shape, huh? God help me...'

"Fine." Peter said and grasped her gauntlet.