by Gunman

Disclaimer: I do not own Spider-Man or Star Wars.

Summery: Spider-Man gets teleported to the Star Wars universe and ends up saving the life of Jedi Knight Barriss Offee, helping her to survive while witnessing the birth of the evil Empire.


Barriss Offee had done many things in her young life.

She had dismantled droids with her light saber, she had healed clone troopers, she had infiltrated enemy fortresses, she had struck down monsters, battled Sith assassins, been possessed by evil forces, and risen from a Padawan to a Knight during the course of a brutal war.

So why did kissing this handsome brown-haired young man in the red and blue outfit feel so alien as well as good and welcome?

The answer was simple: she had never done it before.


It had started on Kashyyyk.

Mirialan Jedi Knight Barriss Offee and her master, fellow Mirialan Luminara Unduli, had been dispatched to the Wookie homeworld, led by Master Yoda, who was sent to lead a clone trooper force to stop the droid army which was to attack the Wookies.

Yoda was in the rear command, in one of the larger treehouse-bases overlooking the battlefield.

Luminara was on the ground giving direction to the clones as they helped the Wookie's prepare for the coming battle.

Barriss was in the rear guard along with the Republic medics, knowing that this battle was going to have casualties regardless of their strength of numbers.

The battle had gone as expected, the Republic and Wookie forces fighting back and destroying the droid army.

But it was towards the end of the battle... that things changed.

Two things in particular happened.

The first was the arrival of an athletic young man in a red and blue costume with a black spider symbol on his chest.

He had been found by a Wookie patrol who said that he had suddenly appeared out of a strange energy portal and was unconscious since then.

The Wookie's had brought him to their base camp where Barriss helped to heal his mind and body. While doing this she also saw glimpses of his life, as well as his feelings, which only confirmed to her who and what he was.

His name was Peter Parker, a.k.a. Spider-Man. A hero from an alternate world, who had suddenly been teleported to this world due to the evil of the Green Goblin trying to get rid of him using the Tesseract that Loki had stolen from Asgard and smuggled to Earth.

After confirming that he was not a security risk, Barriss and her master were able to wake him up.

A brief conversation, as well as introductions and explanations as to where he was, the young webslinger agreed to help the pair in their war, in exchange for them trying to help get him home.

The second thing to happen, was the clone troopers suddenly turning on the Jedi Knights.

The instant that 'Order 66' was issued, Spider-Man's spider-sense and Barriss's Force-sense went off. Instantly alerting them to the fact that something was very, very wrong.

The danger overwhelmed the Jedi, and Barriss Offee would have been eliminated by the Troopers, had Spider-Man not grabbed her around her waist and leapt out of the Troopers' line of fire.

Spider-Man and Barriss Offee managed to escape, finding Jedi Master Luminara deflecting laser blasts from her own troopers.

The pair quickly got into the fight, beating back the troopers and rescuing the Jedi Master who was being overwhelmed by the clone troopers.

Master Yoda escaped with the aid of the Wookie's Tarful and Chewbacca.

Both sets of heroes escaped into the forests of Kashyyyk while the clones turned their guns on their Wookie allies.

"Master Yoda! The Clones! They..." Master Luminara said.

"Yes. Dire is this betrayal. Avoid it, we must." Master Yoda said.

"We have to get back to the Temple." Luminara said.

"Go separately we must. Take your new ally. Return to the Temple." Yoda said.


Luminara, Barriss and Spider-Man stole a shuttle and head back to Coruscant while Master Yoda is picked up by Senator Bail Organa.

Obi-Wan Kenobi also escaped his own betrayal by his troops, and stole General Grevious's personal ship. He rendezvoused with Master Yoda and Senator Bail Organa.


(Bail Organa's ship)

"Did anyone else survive?" Obi-Wan asked.

"Master Luminara. Barriss Offee. And their ally." Yoda explained.

"Well, that's good, but... Ally?" Obi-Wan asked. "What ally?"

"Know I not who he truly is. But help the Jedi, he has." the aged master said.

"Does this ally have a name?" Senator Organa asked.

"Spider-Man." Yoda said.

"He's an arachnid?" Obi-Wan asked.

"No. Human, he is. Though... more than human, he seems." Yoda explained.


Luminara, Barriss and Spider-Man returned to Coruscant and use disguises in order to get closer to the temple, which is in flames and guarded by the clone troopers.

To avoid detection by the guards and clones who are now scouring the city, Barriss Offee and Peter Parker act as lovers.

This includes kissing each other in public.

Something that causes the Jedi healer to blush since she has never done it before.

Which is where we arrive at now.

Master Yoda and Obi-Wan arrive at the temple and meet up with Master Luminara and Barriss Offee as well as Spider-Man.

Once there, the group decides to use the time honored approach of charging straight through the soldiers in order to get into the Temple. Spider-Man easily dispatches his soldiers, even though the Jedi manage to kill the ones attacking them.

Once inside, the four Jedi and their arachnid ally are shocked to find that everyone, even the Younglings, have been killed.

"Oh, god! This... this is horrible!" Spider-Man gasped.

"I know. It's not something anyone should see." Luminara said.

While the group searches for answers, as well as survivors, Obi-Wan goes through the archive video footage and Master Luminara tries to locate other Jedi who have not returned to the Temple.

While this is going on, Spider-Man finds a pair of Younglings hiding deep in the archives who the clones and even their deadly leader, Darth Vader, had missed.

"Hey! Someone's over here!" Spider-Man shouted.

The Jedi rush over and find a pair of quivering and scared children huddled deep within the shadows.

"Younglings!" the aged Jedi Master happily gasps.

"M-Master Yoda?" the girl gasped.

"It's alright, children. Nothing bad is going to happen to you now." Barriss exclaimed to them.

Their names are Orion Pax and Luna Lovegood.

Barriss and Peter tend to their injuries, patching them up and comforting them at the same time.

"Protect these Younglings, we must." Yoda exclaimed to Obi-Wan and Luminara.

"We've searched the entire temple. There aren't any other Jedi, Younglings or Masters, anywhere." Obi-Wan said.

"However, we didn't find Master Shaak Ti, Master Windu, Master Fisto, Master Tiin or Master Kolar." Luminara said.

"Several other Jedi haven't checked in as well." Obi-Wan said.

"What do we do, Master?" Luminara asked.

Yoda seemed to ponder that.

"Guidance, the Younglings will need. Take them some place safe, Barriss Offee and Peter Parker will. The Emperor and his new apprentice, deal with them we shall." he said.

"Master..." Barriss started to say, having overheard the conversation and approached the Masters.

"Barriss... the future of the Jedi Order now rests with you. You and Peter must protect these two, and any others you find along the way. Train them as I have trained you, and they will turn out fine." Master Luminara said.

"But... everything will be different, master." Barriss said.

"Yes. And that is how it must be. But you are not alone in this. Yes?" she asked.

Barriss looked back at Peter who was standing behind the boy, Orion, while the girl, Luna, was on Peter's back.

"May the Force be with you, Barriss Offee." Luminara said.

"May the Force be with you, Master." Barriss replied.


Yoda realizes that they must protect these scared Younglings, and sends them away with Barriss and Peter in order to protect and train them.

Pretending to be a family, the quartet leave Coruscant and go to Naboo.

Master Luminara goes to help Master Yoda deal with Palpatine while Obi-Wan goes after Darth Vader, formerly his own apprentice, Anakin Skywalker.


When the assault on The Emperor and Darth Vader don't go as planned, the Jedi go into hiding. The Emperor, having proved too powerful for the two Jedi Masters, rallies his troopers in order to hunt them down. On the volcanic planet of Mustafar, Obi-Wan battles and defeats Darth Vader, however he cannot kill him and the new Sith Lord is horribly scarred and burnt.

Obi-Wan takes Padmé to a hidden medical station where she gives birth to two children, where she dies shortly after giving birth and naming them.

Obi-Wan takes her son, Luke, to Tatooine to be raised by his aunt and uncle. He then stays to watch over young Luke as he grows up.

Bail Organa takes Padmé's daughter, Leia, to Alderran after adopting her so that he and his wife can raise her.

Master Yoda heads to the swamp planet of Degobah, where he chooses to remain in exile.

Master Luminara stays on Coruscant in order to locate other Jedi in order to overthrow the Empire.

She stays until the Conclave of Kessel event, where Darth Vader kills several Jedi who seek to kill him.

She actually manages to save Bultar Swan and one other Jedi, fleeing Coruscant after the others all die by Vader's hands.


On Naboo, Peter and Barriss raise Orion and Luna as if they were their own, disregarding the old Jedi Code of Attachment.

To avoid detection, the family lives in a specially made house deep beneath the Gungan City, within the walls of The Planet Core, which has a special tunnel leading up to the surface.

They had been living in peace for nearly a year, raising and protecting the two Younglings. In that time, the quartet had grown into a real family.

It was almost the anniversary of their first year, and Peter had just sent the children to bed, when he got a strange sense that something was wrong.

"Barriss? What's wrong?" Peter asked, sensing something was troubling Barriss.

"Peter, I... do you..." she blushed as she turned away from him, as if in embarrassment.

Peter walked over and put his hands on her shoulders.

"Barriss... you can tell me." Peter said.

The young Knight looked at Peter and sighed, before throwing her arms around his neck and crying. Peter just held the young woman to him tightly, trying to offer whatever comfort he could.

"I love you." she said.

Peter felt shocked at hearing that.

"You... But I thought that Jedi couldn't love." he said.

"Jedi cannot be married. It's a form of attachment. I... I wasn't trying to fall in love with you, but... after seeing you with the children... feeling the love and security that you give to them... I... I couldn't help but..."

Peter squeezed her tightly.

"I haven't been in love for a long time, Barriss. But... living with you and the kids here, like a family all these months, I..."

The pair pulled back from each other and just stared into the others eyes.



Their lips touched, softly at first, then with more pressure and passion.


After the failed Conclave of Kessel, Master Luminara and her two Jedi allies arrive on Naboo where they find Peter and Barriss living with the two Jedi Younglings, who have grown quite well. What's more is that they all feel that there is a disturbance in the Force, and a new presence.

This is because Barriss is pregnant with Peter's child.


Author's Notes:

Just so everyone knows, the names of the two Younglings (Orion Pax and Luna Lovegood) are taken from The Transformers Universe and The Harry Potter Universe. Orion Pax was the previous name of Optimus Prime before he became a warrior in the Cybertronian Civil Wars. Luna Lovegood is one of the witches from the 'Order of the Phoenix' movie. I chose these names for the Younglings because they are spacey sounding.

I might make a sequel of this, but that's for later.