Author's Note: Before we begin this chapter, I would like to give a shout-out to gunman. Thank you for sharing with me the conversation you came up with for when Jerry called the girls in. And thank you for allowing me to use it. I adapted it a little and changed a few things in order to fit certain circumstances in my story

It had been another regular day at Beverly Hills High for the girls. They talked and laughed together, they ran into and bickered with Mandy, they hung out with Peter, and of course they went to their classes.

"So girls, what were your thoughts on today's test in History?" Sam asked her friends through video Skype chat.

"I think I did okay, I mean, probably not the best but not the worst either." Alex said from her end.

"Uh, totally lame I tell you. No offense to those brilliant people in the past, but just how is all this suppose to help us in our futures. I mean if you're into all that politics much then maybe it might just help. But if you ask me, the only history people should be learning is fashion trends...Well that and music I guess... and maybe even the history behind those great buildings, cities, and of course all of the malls."

"But Clover, if you trace back all those history, they eventually at one point connect back to the history that we're learning in school."

"Whatever, it's still would be way better then what we're currently learning."

"Sooo then, history aside, what did you all think about that mile run we had in gym class guys?" Alex quickly interjected before things got out of hand.

After a little more time of talking, the girls eventually called it a night and logged off after biding each other good night. The girls all started getting ready for bed, changing into their pajamas and brushing their teeth. Alex went and got her favorite plush toy she always slept with. Sam was making sure all her assignments in her bag were in the order of her classes. While Clover was already picking out the outfit she was going to wear tomorrow at school. Finally each girl crawled on to their individual bed and pulled the covers over them. After a short time, all three of them fell asleep.

Sometime later nothing looked out of the ordinary inside Sam's room, however not a minute too soon, the floor under Sam's bed flips over, along with the bed, taking Sam with it as well. The floor soon flips over again and Sam's bed remains intact. All the bed sheets and pillows remained where they were as if nothing had happened. Sam however, was nowhere to be found. It was almost as if her bed had devoured her after literally flipping over. Over in Clover's room, she was happily asleep unaware that a square tile in her ceiling had slid opened as a tube pokes itself in, coming closer towards her bed. Once it was close enough, the tube sucks Clover in, head first, as she gets pulled out of her bed. When it finally accomplished its task, the tube retracts back inside the hole it had came from. In turn, the ceiling tile returns to its original spot as soon as the tube disappeared inside it, making it looked like there was never a hole to begin with. Inside Alex's room, she was snoring and would now and then, mumble in her sleep. Until she got a rude awakening in the form of her own closet door opening wide and trying to vacuum her in. Alex held on desperately to her bed stand while her legs were in midair giving the impression that she was flying. The suction force was too strong though and eventually, Alex lost her grip and got sucked in by whatever was living inside her closet room. As soon as Alex went right in, the door closed shut behind her.

Someplace where nobody would even think possible was a smooth round metallic tunnel. It was long, wide, and curved in all kinds of direction. One could say it was some kind of joy ride from an amusement park. Eventually faint screams could be heard coming from somewhere within the tunnel. They soon grew louder as the trio on the ride came into view. Sam, Clover, and Alex, still in their pajamas, were sliding down this seemingly endless pipe while screaming their lungs out.

"What could be so urgent that Jerry would call us in the middle of the night just for a missiooon!?" Sam managed to holler out as the three of them continued on their wild ride.

After what seemed like hours, the girls fell into a large room and landed flat on their faces on top of a large round mattress that had been conveniently placed on their landing spot. It didn't take a genius to figure out that the girls were inside the building of some large corporation of sort. Everything looked expensive and high class that a stranger would think the girls were either inside a 5 star hotel or in the room of a very influential company. Getting into a sitting position on the cushion under them and taking time to catch their breaths after their wild ride, the girls looked up at the very person who was responsible for bringing them here.

Standing right ahead of them was a middle aged gentleman. He had black eyes, a thin mustache and was slightly bald with only a few thin strands of hair covering the top of his head. Both sides above his ears still had whatever was left of his gray hair. He also wore a suit which did very little to hide his thin and unathletic appearance. This man however, was Jerry Lewis, the leader and founder of W.O.O.H.P. and therefore, Sam's, Clover's, and Alex's superior as well. The location they had been transported to was none other than W.O.O.H.P. Headquarters.

"Good morning, girls. Glad you could drop by," Jerry said to the three young women, the British accent strong in his voice. His greeting was clearly meant as a joke. "Now, to your missi-"

"Really, Jerry?" Clover interrupted the older man with a growl. "This better be good."

"Is there something wrong, Clover? You seem quite surly today." Jerry said.

"Wrong? What could possibly be wrong? Oh, yeah! You woke us up in the middle of the night just to go on a mission!" the blonde teen snapped.

"You never complained before."


"Crime doesn't sleep, and neither should we," Jerry replied in his usual non-changing calm tone as he pressed a button on the remote control in his hand and brought up some fairly blurred pictures of their mission on the giant monitor behind him. "These video images were captured approximately two weeks ago, when a masked vigilante identified as Spider-Man interrupted and foiled a robbery in progress at one of the Beverly Hills retail outlets. Since then he's been seen numerous times around Beverly Hills, combating various criminals and thieves, muggers and robbers, and leaving them for the authorities. Your mission is to bring him in."

The trio looked at Jerry as if he had suddenly grown a third eye or a second head.

"That's it?" Alex asked.

"That's it," Jerry replied.

Clover's eyebrow was twitching. "Let me get this straight: you wake us up in the middle of the night, drag us to W.O.O.H.P. Headquarters via vacuuming tubes without the slightest warning, while still in our pajamas, for the 12th time this year might I add, and ask us to bring in some guy in a unitard who has been busting bad guys left and right? Why?"

"Clover's right, Jerry," Sam pitched in. "You said this guy has been busting criminals. And it looks like for small time stuff. Why is W.O.O.H.P. so concerned?"

"And this is Spider-Man we're talking about. Until now, none of us even knew what he looked like and thought he was just some urban myth someone made up for attention. But even now that we know what he looks like, just how are we gonna find him. And even if we could find him, how the heck are we suppose to bring him in? And what's he done to get W.O.O.H.P. on his back?" Alex added as well.

"Nothing," Jerry said.

"Then why do you want us to arrest him?" Sam asked.

"What makes you think I want you to arrest him?"

"You said bring him in." Clover said starting to feel annoyed.


"That's the same thing." Alex said, getting confused now.

"What makes you think that?" Jerry asked.

"Because the last dozen people you sent us after, you wanted us to bring them in," Sam explained. "What's Spider-Man wanted for?"

"By us, nothing. However, his reputation is somewhat dubious, and suspicious. And his motives are questionable at best. Plus, when we looked up his history, we couldn't find much of anything."

"So what were you able to find?" Sam asked.

"All we know is that before he showed up in Beverly Hills, he's activities were heard about in New York for a shot time until he suddenly vanished for some time."

"If that's the case, then why didn't you tell us about this sooner when word was heard of him the first time?" Clover asked while busy fixing up her messy bed hair that had been made worst when they got WOOHPed in.

"Just like Alex, even W.O.O.H.P, myself included, thought this was just a rumor someone made up. However, just a few days ago, he saved one of our analysts from a mugging attempt when she was off duty. Of course she could have handled it herself, but before she could even make a move, this Spider-Man came into the picture. Since one of our very own people now had proof of his existence, we began looking into this Spider-Man and hence where we are now."

Jerry switched to a video of Spider-Man and played the short clip that continued to repeat itself. "I trust you girls will find this as interesting as we did after you watch it." The girls viewed the video clip, blinking now and then. At first, they didn't notice anything out of the ordinary, after rewatching it a couple more times though, they stood up wide eyed.

"Is he doing what I think he's doing?" Alex asked in a squeaky voice while pointing.

"How is that even remotely possible?" Clover gasped, equally freaked out.

"This is really weird, Jerry." Sam said. The video was a side recording that showed Spider-Man crawling up the brick wall of a building before disappearing from the camera's view. Upon closer inspection, one could see that there was nothing on the tips of his fingers or feet that would have allowed him to stick to the wall. Yet, he was climbing up with ease as if it was nothing to him.

"I know spies. Now, as to your gadgets..." Jerry pressed a different button on the remote control which caused the top of his table desk to sink down taking anything that was on top of it as well. It soon returned back up but was now filled with a different set of equipment. All the items looked like normal everyday items. Some were even feminine items that you see girls use or wear every day.

"I'm sure you girls are familiar with most of these gadgets already," Jerry began and picked up and named each gadget to the girls again in case they forgot. Each time he picked up one of the gadgets, the monitor screen behind him showed an image of the item in better detail as well as its functions.

"Two Clip Banana Barrette Listening Device*, M-ray Contact Lenses*, 5 Karat Data Processor Pendant*, Suction Cup Gloves* and Suction Cup Bottom Gogo Boots*, and Chewable Glueable Tracking Gum*," The girls all gagged as he held up the pack of gum, all of them remembering its bad taste. Then again, any gum gadget that W.O.O.H.P. made usually tasted horrible.

"And you girls already know about your Compowder* as well as the Expandable Cable Bungee Belt* that is now becoming a standard issue for your Catsuits*," Three cranes from the ceiling then drops down three pink bags, each containing all the gadgets Jerry had showcased earlier to the trio. "Best of luck girls." was all Jerry said before pressing another button on his remote. The results was the floor beneath the girls' feet popping wide revealing it to have actually been a trap door all along as the girls dropped down screaming. Jerry just looked at where the girls had been standing earlier while donning a smile.

Back somewhere within Beverly Hills, Peter was busy out patrolling the city as Spider-Man; firing and swinging from web line to web line, scanning and keeping his ears opened for anywhere that could use his help. Peter had already stopped a few crimes and was just patrolling one last time before he called it a night. Elsewhere away from where Peter was, a manhole pops open and shortly after, shoots out Sam, Clover, and Alex. Each of them landing not so friendly on their butts. However, somehow the girls were no longer in their pajamas now. Instead, the trio now sported similar full body suits. The only differences were their individual colors, Sam's being green, Clover's in red, while Alex's was yellow.

"Ugh, I don't know what's worst, when we get WOOHPed, during our WOOHPed, or after we get WOOHPed." Clover complained while gently rubbing where she had landed hard on.

"Tell me about it." Alex said, mimicking Clover's actions.

Sam got up and dusted herself off, "Well, we might as well get started girls. The sooner we finish this, the sooner we can get some sleep."

Alex was the next to stand, "So, where do we start?"

Back over with Peter, he was now busy chasing after a speeding car, swinging from web line to web line.

A few minutes earlier...

A small group of thugs had broken into a bank and were busy at work. Once they had destroyed the lock on the vault, they wasted no time and started stuffing their bags with loads of cash. Peter had heard the explosion and stopped to investigate. Hanging upside down, Peter assessed the situation. Whoever these guys were, they weren't amateurs. Not a single one of them were ever alone. This meant taking them out by surprise one by one was out of the question. That left Peter with only one option.

"I'm sorry sir, but we're closed right now. Please come back in the morning and we can help you with whatever you need." he called out in a mock receptionist voice.

The four thugs darted out guns in hand as they searched through the darkness of the room. Still upside down on the ceiling, Spider-Man fired two web balls at two of the thugs' guns. The sticky balls knocked the guns out of their hands and the two remaining thugs aimed their guns where the web balls had came from. Spider-Man was no longer there however. Now distracted, one of the two remaining thugs grunted as Spider-Man landed a hard kick with both his feet that sent the thief backwards. Before the remaining thug could even react, Spider-Man kicked off the other thug and was back up on the ceiling again. The other two thugs finally located their guns and picked them up. However, the gun barrels were clogged with web gunk that they were now useless. The remaining armed thug fired up at the ceiling. His shooting was lousy though. And Spider-Man was fast enough to avoid the shots that would have connected. Now that Spider-Man was occupied, the other two thugs quickly grabbed their bags filled with whatever amount of bills they managed to stash in and abandoned their other two comrades making a run for it. After avoiding his shots for some time, Spider-Man jumped down and landed in front of the armed thug. The bandit pulled the trigger of his gun for a point blank shot but only heard a clicking sound. Peter grinned under his mask; he knew he wasn't in any danger earlier since his spider sense hadn't warned him. He came up with an uppercut that knocked out the thief. The sound of a car taking off caught his attention, and before he gave chase, Peter wrapped up the other two thugs with webbing first so they couldn't escape. He sounded the alarm of the bank and left the building. The car was a few distance away and Peter wasted no time and fired a web line giving chase by web swinging.

Present time...

Jumping off his web line at the maximum arc, Spider-Man was slowly closing in on the speeding car. The car made a left turn but Spider-Man followed close by. Soon, he was close enough and landed right on top of the hood of the car. The thugs looked up hearing the sound.

"Shake him off man!" The driver give the steering wheel quick turns swaying the car left and right. Peter held on though and was unaffected by the movements of the car. Eventually, the continuous efforts proved costly as the driver lost control of the car. He had tried to make a left turn but kept with his actions resulting in the car flipping over. Peter jumped off and watched as the car continues to slide before it finally slowed to a stop. It was a good thing the thugs had their seat belts on or it could have been fatal. The driver was unconscious while the passenger slowly crawled out of his shattered window, both of them bloody from the crash. He stopped when he saw a pair of red feet in front of him and lifted his head up, looking into Spider-Man's white eyes with hate.

"You're gonna regret this Spider-Man... The boss will get you back..."

"Yeah well do me a favor. Tell your boss I said "Hi" when you make your one phone call in jail." the hero said before sealing the thug's mouth with webbing and got to work encasing him with webbing before pulling out the knocked out driver and doing the same with him.

Back with the girls, they were wondering aimlessly around the city together. Never had Beverly Hills felt so much bigger then they remembered.

After a little more time of walking, Clover gave a loud sigh, "You would think finding some guy running around town in spandex would be totally easy."

"I'll say," Alex added, "Our first mission in our own hometown and we're coming up with nothing."

Sam suddenly stopped in her tracks, "Girls, turn on your barrettes," They both did as they were told; "Do you girls hear that?"

Clover and Alex focused on their enhanced hearing from the gadget for a bit, "Yeah, I hear it." Clover nodded.

"What do you think it is?" Alex asked; she's never heard a sound like that before.

"I wished I knew myself." Sam admitted.

"Do you girls think that sound could be coming from Spider-Man?" Clover asked.

"Could be, keep your eyes opened girls." The trio continued on slowly while their eyes wondered all over.

Alex soon gasped and pointed, "Look! Up there!"

Sam and Clover both looked where Alex was pointing; Spider-Man soon zipped high over their heads and continued swinging on not noticing any of them. The girls looked on, mouths gapped opened, like a fan girl star struck at seeing their celebrity crush for the first time. Sam quickly snapped out of it though.

"Hurry, we can't afford to lose him!" Sam dashed after as fast as she could. Clover and Alex followed suit shortly.

After some time of pursuing on foot, Clover finally spoke, "We can't keep this up. He's way faster than us. We'll lose him at this rate."

"What else are we suppose to do?" Alex asked, "We have no car and it's not like we can just get in one of these random ones."

The girls kept on running while Sam looked around for an idea. She soon spotted a rather tall building, "Maybe if we get on the roof, we can follow him by jumping from building to building."

The other two agreed and the three of them grabbed the heart shaped belt buckle of their silver belts. The buckle extended out revealing a cable line. Aiming the heart as high as they could, the heart buckle fired forward when the girls pressed on a button behind the buckle. The belt buckle latched onto the metal frame of the building when it came in contact with it. The girls pressed the same button again and were reeled in by the belt buckle. In midflight, they activated their suction cups on their boots and on one glove. Once they were stuck to the wall where their belt buckles had landed, the girls grabbed their belt buckles with their suction free hand, removed its hold to the wall and placed it back on their belt. They then activated the suction cups on their remaining hand and began to climb up. Reaching the roof, the girls ran to the edge and looked over. Spider-Man had increased the distance between them even more during their climb. They wasted no time and gave chase again jumping from roof to roof, using their bungee belts for the buildings that were too far for them to jump to. After some time of tailing behind, the girls saw Spider-Man slip into a dark alleyway.

"He went in there!" the girls climbed down the building they were on using their bungee belts and landed on the cement floor running to the entry way to the alley. Sam took out her M-Ray Contact Lenses and put them on. Blinking once, the lenses turned red.

"You see him?" Clover asked.

Through Sam's eyes, she saw the outline of somebody walking in the alleyway. "There's someone there alright, and it's definitely a guy, but I can't tell if it's him." Whoever that person was, he was coming out towards their direction.

Sam took off the lenses and the trio proceeded slowly in the alleyway.

"Good thing I always carry a flashlight with me." Clover took her flashlight out and turned it on as they continued forward.

Reaching the end, the girls made a right turn. The beam of the light hit the mystery person straight in the face revealing to the girls who was in this alleyway.


*The W.O.O.H.P. Vault

Two Clip Banana Barrette Listening Device - a variation of the Ultra Sensitive Hearing Microphone, allows the girls to communicate with each other if they are separated as well as being able to hear sounds a certain distance away

M-ray Contact Lenses - allows the wearer to see the outlines of human bodies as well as seeing through non-metallic objects; when activated, they turn red in color

5 Karat Data Processor Pendant - scans an object when the diamond is placed next it, the pendent allows the girls to access W.O.O.H.P's computer system and get information on the scanned item

Suction Cup Gloves & Suction Cup Bottom Gogo Boots - allows the wearer to walk on walls and ceilings; the suction cups are retractable; their colors matches the colors of the spies' suit

Chewable Glueable Tracking Gum - once the gum sticks to a target, the girls can track that person with their Compowder; has a bad taste

Compowder - a standard issue gadget of the girls resembling a makeup compact kit and even has a mirror that doubles as a small monitor screen for video chat. Has a lot of functions; a wallet version is also available for males

Expandable Cable Bungee Belt - the belt buckle can be launched and become attached to any metallic surface and reel the girls in; it also has hooks that can grab onto non-metal surfaces, enabling the spies to climb up any kind of wall

Catsuits - standard uniform for W.O.O.H.P. spies; comes in many colors as well as having many variations to suit the environment the girls are being deployed