by Gunman

Disclaimer: I do not own Spider-Man or Star Wars The Clone Wars or their characters.

Summery: Spider-Man meets Ahsoka Tano and Anakin Skywalker at the onset of the Clone Wars, and helps them to save Jabba's young son from the evil Separatists.


Chapter 1
Meet The Jedi

(Teth System, in a galaxy far, far away)

Spider-Man looked across the strange jungle-like environment, a place that was completely new to him, and found himself staring up at the strange temple sitting atop a very high single-stone spire mountain.

Well, I guess it could be worse. Spider-Man thought to himself. Those Infinity Gems could have sent me into another universe. To the past, the future, another planet, anywhere.

Thanos had somehow gained control of the six Infinity Gems once again and used them to banish several of the heroes of Earth to different places just for the sheer convenience of it.

I really hope that I'm at least in my own universe. Otherwise... Spider-Man thought as he looked up at the single stone spire mountain and sighed. Guess I've got to go up there. Maybe they've got a telephone or something. Maybe a Morse-code machine. Or something to send smoke signals.

However, as he got closer to it, his spider-sense started buzzing.

What the... he gasped, then quickly leapt out of the way as a laser blast exploded at his feet. "Whoa! Guess someone doesn't like solicitors."

Suddenly, the roar of ships landing nearby caught his attention and Spider-Man turned around to see three high-tech ships landing near his position. A design he did not recognize.

Spider-Man leapt into the trees to avoid being seen as the ships dropped off two large, highly advanced walking tanks and dozens of white-armored soldiers. Two of the people who emerged from the ships were not dressed in white armor.

One looked like a young man no older than Spider-Man himself, dressed in a brown and blue outfit, and a teenage girl who didn't look human. If the orange face and odd 'hair-style' was any indication.

Spider-Man watched as the pair gave orders to the armored soldiers, even as they pulled out a pair of cylinders that ignited a pair of energy blades from them.

Wow! Like something out of a sci-fi movie! Spider-Man thought. Reed would love to analyze that technology.

He watched as the young man and alien girl deflected laser blasts with their laser swords.

He noticed that the alien girl paused as she looked up at the trees.

"Ahsoka! Come On!" the young man shouted.

"Sorry, master! I just thought I sensed something in those trees." the girl said and then followed after the slightly older man.

In the trees, Spider-Man watched as the girl ran towards the mountain.

That girl... she knew I was here? He thought.

Spider-Man watched the soldiers ascend the sheer rock walls of the mountain with their own ascension cables, heading towards the temple.

Even those tanks are going up! He gasped in amazement as the walking tanks lifted their legs and clamped them onto the sides of the mountain, and started walking up the sheer cliffs of the mountain. Lasers fired left and right, several soldiers dying in the process. Spider-Man gasped when he looked up and saw a bunch of different robots firing down at the soldiers and walking tanks. I don't know what's going on... but they might need help!

Spider-Man jumped out of the trees and raced towards the rock wall. Firing a webline up at the mountain, he sling-shot himself up after the armored soldiers.

He was about halfway up the mountain when he noticed one of the tank's feet was shot out from underneath it. The walking tank started to lean backwards, its second front leg going out as well.

Uh-oh! Better Hurry! Spider-Man thought as he quickly jumped up towards the tank.

Perched on the rock wall, he fired his webbing at the feet of the armored walker, bracing his feet against the wall he pulled back on the large walking tank, his muscles straining as he fought to keep the metal behemoth and its passengers from falling from the mountainside.

This is gonna hurt in the morning! Spider-Man thought as he finally succeeded in pulling the large walking tank back against the sheer rock cliff.

The trooper inside was shocked, but thanked the web-slinger for the help.

Ahsoka looked down and gasped when she saw a man wearing a red and blue costume, helping to pull the Walker back on to the cliffside.

Suddenly, the webslinger looked up and saw an even stranger sight than a tank that could walk up walls. Four skinny robots flying four odd-looking blue-painted machines that were flying around like a small squad of insects. Worse, they had laser guns on the front of their handlebars. Just to look at the vehicles, it looked like a skinny robot head, its two mini-engines looking like eyes, and its long neck ending in nothing.

And they were flying towards the second tank. The one with the alien-looking, orange-faced girl on it.

"Oh, come on!" Ahsoka shouted as the STAP's started towards her and opened fire. She jumped up on the window of the AT-TE and ignited her lightsaber, deflecting the laser blasts as best she could.

She was so distracted that she didn't see her master, Anakin Skywalker, jump down from his rope, rebounded off a small outstretched rock, and leapt towards the first STAP.

Spider-Man and Ahsoka watched in awe as Anakin jumped on the first flying machine, slicing the droids head off before jumping to the following STAP and doing the same thing. He sliced the head of the third droid off before leaping towards the fourth one, kicking the droid off the small flying machine and taking over the controls.

"Come on, Ahsoka! Gotta Keep Up!" Anakin shouted to his padawan as his STAP flew up towards the temple atop the mountain.

"Hey! That's Not Fair!" Ahsoka shouted at her master, indignantly. She jumped onto the window of the Walker and pounded on the glass. "Get This Thing Moving!" she shouted to the driver.

A cacophony of laser fire and explosions caught everyone's attention, as droid parts fell from the top of the mountain.

Unsure of what was going on, Spider-Man continued his ascent. His spider-sense was going crazy as he looked up and saw a couple of odd-looking, four-legged robots with long gun-barrel noses shooting at him. They were hanging off the side of the sheer cliff like he was.

Jumping around the side of the tall mountain, Spider-Man easily dodged the laser fire, even as he jumped onto the walking tank he had saved. The tank fired up and blasted the robots to pieces.

The orange-faced, alien girl and her Walker made it up first, firing and taking out a trio of rolling droids with energy shields, as the Walker that Spider-Man had helped earlier arrived behind the first one. He looked at the temple he had arrived at, jumping down from the walking tank, even as the dozen of white-armored troopers aimed their weapons at him.

"My reputation precedes me." he said, raising his arms. "Hi, guys. Just thought I'd drop in."

"Wait, sir!" the driver of the second Walker shouted as he emerged from the cockpit.

"What is it?" a white and blue armored trooper, who looked to be in charge, asked the tank driver.

"That guy, he helped keep the AT-TE on the cliff when it was starting to give way." the driver said.

"Really?" the blue and white armored trooper said. "He must be pretty strong if he can do that."

AT-TE? Peter thought as the troopers lowered their guns, right as a skinny-robot head next to his feet sparked to life.

"...urk...death to the.. (spark).. Galactic Republic...dogs...(spark)...and...Jed-i..." the droids head said as the orange-faced alien girl approached him.

"I saw you earlier. You were the one hiding in the trees, right?" she asked as she walked over to the webslinger.

"How'd you guess?" Spider-Man replied.

"Who are you?" she asked.

"I'm Spider-Man. And you are?" the webslinger asked.

"I'm Ahsoka Tano." the alien girl said.

"Please to meet you." Spider-Man said, giving her an over-exaggerated bow. She giggled at that.

"Who's your friend, Ahsoka?" the young man (who Peter noticed had a small scar over his right eye) asked as he approached the pair.

"Says his name's Spider-Man, Master." Ahsoka said.

Master? Spider-Man wondered.

"Really." he said, waving his hand in front of the webslinger.

Spider-Man's spider-sense flared for a second, which seemed odd to him. He felt like he just got scanned.

"Hmm. Doesn't seem like a bad guy. Where are you from?" he asked the webslinger.

"New York City. United States of America. North America. Earth." Spider-Man answered.

"Never heard of it." Anakin replied.

That's not good. Peter thought. "Where are we?" he asked.

"The planet Teth. Edge of Wild Space." the young man said.

Definitely not good! "Never heard of it." Spider-Man retorted. "Who are you, by the way?" he asked.

"Anakin Skywalker. Jedi Knight and General of the Republic Army." Anakin introduced himself.

"Aren't you a little young to be a general?" Spider-Man retorted.

"I get that a lot." Anakin smirked. "How did you get here?"

"Uh, would you believe... by magic?" he said, half-jokingly.

The group gave him a strange look, like they didn't really believe him. However, Ahsoka had a strange look on her face. Like she was questioning why he had said that. But her face returned to normal as she spoke.

"I believe him, Master." Ahsoka said.

"Okay, look. We're already in the middle of a mission, so until we can get you back to your own place, you can come with us, provided you don't slow us down, or get in our way. Plus, we can probably use you. So, come on." Anakin said.

"Feel like I just got drafted." Spider-Man quipped.

"You did." Ahsoka snipped.

The group entered the large building, which to Peter looked like some kind of religious temple.

"This looks like one of those B'omarr Monastery's I've read about back in my teachings at the Jedi Temple." Ahsoka said aloud.

"Smugglers take them over. Turn them into their private retreats." Anakin explained.

"And the monks just let them?" Ahsoka asked.

"Smugglers usually get what they want. One way or another." Anakin stated.

"Sounds familiar." Spider-Man quipped.

It was then that a dull-gray, humanoid droid with large eyes appeared in the hallway.

"Who are you?" Ahsoka asked.

"A humble caretaker. I thank you for liberating me from those terrible battle bots." the droid said.

"We're looking for a Hutt. Any idea where he is?" Anakin asked.

"The battle bots kept their prisoners on the lower levels. And if I may say so, it is too dangerous for a servant girl." the droid said, indicating Ahsoka.

"Do servant girls carry this?" she snapped, igniting her lightsaber and sticking the end of it into the droid's face. "I'm a Jedi Knight!" she declared, then noticed the disapproving look on Anakin's face. "Or.. Soon will be."

Spider-Man cocked his head at the girl, wondering who she reminded him of. Fiery personality. Determined to prove herself. Likes to make crass quips. Why does that sound familiar?

"Rex, you and the men wait here. Ahsoka and I will go and retrieve the Hutt." Anakin said.

"Yes, sir!" the clone captain said.

"Spider-Man. Why don't you join us? It'll give us a chance to talk." Anakin said to the webslinger.

"Wonderful. You'll get to witness another super power of mine." Spider-Man quipped.

The trio descended into the lower levels of the monastery.

"So, mind if I ask a couple questions?" Spider-Man asked.

"Go ahead." Ahsoka said with a smile.

"I've kinda landed in the middle of a war, right?"

"Right." she said.

"So... you guys are members of the Galactic Republic, who are you fighting?" he asked, having heard the term from a dying droid head after he had arrived at the top of the mountain.

"The Confederacy of Independent Systems. Also called The Separatists, since they broke away from the Republic." Anakin answered. "They're led by Count Dooku, who is a Sith."

"A Sith?" he asked.

"Sort of an evil version of us: Jedi Knights." Ahsoka explained.

"And what is a Jedi Knight?" Spider-Man asked.

"We used to be Keepers of the Peace. Expert saber fighters, and masters of the Force." Anakin said.

"The Force?" he asked.

"It's an energy field that enables us to accomplish incredible feats." Ahsoka explained.

"Cool." Spider-Man said.

"But now we're generals leading the Clones against the Seps." Anakin said.

"Clones?" Spider-Man gasped, remembering his own experience with clones, such as Ben Reilly and Kaine.

"Yeah. Cloned from a bounty hunter named Jango Fett. Without them we'd have been wiped out and the Separatists would have won already." the Jedi general said.

However, Ahsoka could sense that the term 'clone' meant something special to the blue and red webslinger.

"And these Separatists use robots as their soldiers?" the webslinger asked.

"Yup. The skinny ones are battle droids. The bigger gray and steel ones are super battle droids. The four-legged ones with the long laser-beak noses are called Dwarf Spider Droids."

"Spider-Droids?" he asked, a little shocked.

"Yeah. Don't look much like spiders, do they?" Ahsoka smirked.

"Not really." he stated. "So... what are we doing here, exactly?" he asked.

"We're here to rescue a Hutt." Anakin said, somewhat grimly.

"A what?" the webslinger asked.

"Not a 'what', a 'Hutt'." Ahsoka corrected with a smirk.

"He's the son of a vicious gangster named Jabba the Hutt." Anakin said.

"Sounds cute." Spider-Man retorted.

"You wish." Anakin said. "With any luck we'll be able to use this rescue to negotiate a treaty with Jabba to allow our forces safe passage through his territories. It's crucial to the war effort."

"You don't sound very convinced that this is a good idea." Spider-Man said.

"I'm not, and it isn't." Anakin said. "But I've got my orders."

"Sounds like you have some history with them." he said.

"I don't want to talk about it." Anakin stated.

"Sorry. Didn't mean to pry. Just making an observation." Spider-Man said.

"But as long as we're on the subject... what's your story?" Ahsoka asked.

"Me?" he asked.

"This outfit seems pretty... flimsy. Doesn't give you much protection." Ahsoka said, poking his arm.

"I designed it for speed and agility, not strength and durability. Which, in most cases, would have been a good idea." he said, thinking back to his 'Iron Spider' suit that Tony Stark designed.

"Speed and agility will save your life more than you think. But why do you wear it?" Anakin said.

Spider-Man looked at Anakin and sighed. "A long time ago... I was an ordinary teenager. No special powers or abilities, just an everyday nerd with more brains than brawn."

Really? Anakin thought. "You mean like... good with machines?"

"Well, yeah. Math and science were my best subjects in school." Spider-Man explained.

"I see. Go on." Anakin said.

"Then one day I was bitten by a genetically augmented spider, its venom giving me the proportionate abilities of said creature. Enhanced strength, speed, reflexes, agility, the ability to climb walls, even the ability to sense danger when it's near. Because I had similar powers of a spider, I designed these web-shooters in order to shoot webbing, tie up bad guys, swing from various tall structures, etc."

"Sounds cool. But... why do you sound sad about your powers?" Ahsoka asked.

"Because I didn't use them responsibly. At first I tried to use them to make a name for myself. To make money to help out my family. Then one day a thief ran past me and I let him get away. I figured, 'What was in it for me?' 'Why should I get involved?' But that single decision cost me dearly." he explained.

"Cost you?" Ahsoka asked.

"The same night I let that thief go, a robber broke into my uncle's house to rob it. My uncle tried to stop him, but the man was armed. He shot and killed my uncle, who had been like a father to me. I went after the robber... only to find out it was the same man I let go earlier that day."

Anakin and Ahsoka gasped at that realization.

"It was then that I realized something. Something that my uncle had tried to teach me. 'With Great Power, Comes Great Responsibility'. Had I been more responsible, someone close to me wouldn't have died. Since that day I've used my powers to fight against crime and injustice."

"As a hero." Ahsoka said/queried.

"Yes." he replied.

Anakin and Ahsoka listened to his words, realizing that he was absolutely sincere in what he was telling them.

Though he hadn't given them any details, he was telling them why he wore the outfit. Why he did what he did.

"Guess we've got something in common after all." Anakin said.

"We do?" Spider-Man asked.

"My mother and I were slaves. For years we lived on the desert world of Tattooine, a planet that's ruled by The Hutts. When I was about 9 years old, I was freed from my slavery by Master Qui-Gon Jinn, a Jedi Knight who sensed that I had Force potential. He freed me, but couldn't free my mother. I was sad at leaving her, but she wanted me to have a better life than that of a slave. It was about ten years later, that I returned to Tattooine to find her... only to watch my own mother die in my arms."

Spider-Man and Ahsoka just looked at the young Jedi in shock.

"Shortly before the war started, my mother had been freed by a moisture farmer, who married her, only to be kidnapped and brutalized by a band of Tuskin Raiders some time afterwards. I tracked her down and snuck into the Tuskin camp. When I found her... the last thing she saw was my face... before she finally died. She looked at me and told me how much she loved me, how proud she was of me. And all the while I kept thinking... 'Had I gotten to her sooner, I could have saved her'. But I didn't, because I wasn't strong enough."

Ahsoka didn't say anything as Spider-Man spoke.

"And that's why you fight." he said. "You want to be stronger so that you can protect the people you care about."

"Yes." Anakin said.

"At least she got to see you before she died. The last thing my uncle saw was the barrel of a gun aimed at him." Spider-Man said.

While the pair talked, Ahsoka was looking back and forth between the two of them.

Great! Hundreds of Billions of people in the universe, and I get stuck with the two guys who have some of the most depressing histories I've ever heard. Ahsoka thought. Then again... it does kinda explain things.

While she had only known Anakin slightly longer than Spider-Man, it actually boggled her mind that two people with such similar histories could actually meet.

Spider-Man, despite his quips (which she liked) bore a great responsibility because of his guilt for what happened to his uncle. Anakin, who seemed more than a little edgy and temperamental, was driven by a fierce sense of justice because of what happened to his mother.

While they hadn't given any names of their family members, Ahsoka could feel that they were both plagued by a dark cloud of guilt and the burden of responsibility that they could not let go of, yet seemed to mask their pain with humor. She wondered, briefly, if she did the same thing because of something in her own past.

Though for the life of her, she couldn't imagine anything as dark as what they had gone through.

Ahsoka and Anakin suddenly dispatched the battle droids that were stationed inside the cells that they were walking past. Spider-Man reacted himself, his spider-sense warning him of the droids' presences. He disarmed and dismantled two of them without use of weapons.

Ahsoka was actually impressed that he could snatch their weapons out of their hands and then kicked them away with such incredible force.

"I think we've found Jabba's son." Anakin said, stopping in front of a holding cell.

"Ugh! I can smell him." Ahsoka said.

The door opened and the trio looked inside the cell, to see a small, slug-like creature whining on the ground.

"It's a slug?" Spider-Man gasped.

"He's a lot younger than I thought he'd be." Anakin said.

"He's just a baby! Oh, he's so cute!" Ahsoka cooed.

"Just you wait until you see what he'll grow in to." Anakin said.

"Not sure I want to, now." Spider-Man retorted.

Anakin's wrist beeped.

"Come in, Rex." Anakin said.

(General Skywalker, the castle is secure. And it's nearly mid-day.) the voice said.

"Thanks, Rex. We've got Jabba's son. Any sign of General Kenobi yet?"

(No, sir)

"Master. My Jedi training didn't prepare me for this. What are we gonna do?" Ahsoka asked, referring to the care of the young Hutt that was wriggling around next to her.

"Well, since you think that smelly larva's cute, you're gonna carry him." Anakin replied.


When the trio returned to the surface, Spider-Man got the feeling that they were being watched.

"Something wrong?" Ahsoka asked, noticing Spider-Man looking around somewhat nervously.

"You ever get the feeling you're being watched?" Spider-Man asked.

"Wouldn't doubt it. The Separatists left a lot of battle droids to guard the monastery. We probably didn't get them all." Anakin said.

"Is that why I feel so uneasy?" he asked.

"Must be." Ahsoka said, adjusting herself with the baby Hutt in her arms.

"Hmm. I don't know. It's almost like there's something else here. Some... one else." he said as he followed Ahsoka out.

"Are you having fun with your new friend, Snips?" Anakin asked.

"Well he does remind me of you." Ahsoka said, waving the little Hutt in front of Anakin. "See, you're two of a kind."

"Then maybe you should carry both of us?" Anakin asked.

Ahsoka turned to Spider-Man.

"Hey, help me with little Stinky here." she said.

"I'm not sure I want to touch it." he said.

"It's not gonna bite."

"Says you."

"Do you see any teeth?"

"Come on, Ahsoka, let's get going! We need to get that Hutt back to his dad so we can get this treaty signed." Anakin said.

"Something I'm sure you're really looking forward to." Spider-Man said.

"The Hutts are gangsters and slavers. If it was up to me... I'd make sure this little Huttlet didn't make it home to grow up like his father." Anakin said.

"And do what? Raise it yourself?" Spider-Man asked.

Anakin actually did a full body shiver at that thought.

Ahsoka saw that and smiled at the web-slinger.

"Hmm. Something's wrong. I think this little guy has a fever." Ahsoka noticed as she held the Hutt.

Spider-Man approached her and placed his hand on the Huttlet's forehead.

"Yeah. I think you're right. You got any medical supplies with you?" he asked.

"Not here. We need to get back to the cruiser." Ahsoka said.

"Trooper! Get Me A Backpack!" Anakin shouted.

Up above the quarreling group, the Sith assassin Asajj Ventress and the droid caretaker fell back into the temple. Meanwhile, Anakin was contacting his former master, Obi-Wan Kenobi.

(Anakin, have you located Jabba's son yet?) the bearded man asked through the holographic communicator.

"We've got him. But I think the Separatists are behind his abduction. This smells like Count Dooku to me." Anakin stated.

"I think it's little Stinky you smell." Ahsoka commented as she adjusted the Hutt in the backpack that was hanging in front of her.

(If that's true, then Dooku is probably using us to get the Hutts to join the Separatists.) Obi-Wan mused.

"Master Kenobi, we've got another problem. This Huttlet is very sick." Ahsoka said to the hologram even as said Huttlet started to moan.

"I'm not sure we can get him back to Tattooine alive, Master. This whole rescue could backfire on us." Anakin said. "I still don't think dealing with the Hutts is a good idea."

(Anakin, you know they control shipping routes in the Outer Rim. Jabba's cooperation is crucial to the war effort. If you let anything happen to his son, our chances of a treaty with him will disappear. And if the Separatists are involved, I don't think they'll let this go lightly. Do you have enough troops to handle a counterattack?) Obi-Wan asked his former padawan.

"Yes. And we've picked up another ally." Anakin said.

(Oh? Who?) he asked.

Anakin motioned for Spider-Man to step closer.

(And who is this?) Obi-Wan asked, now able to clearly see the red and blue garbed man with the black spider-symbol on his chest.

"Says his name's 'Spider-Man'." Anakin said.

(Interesting outfit. Is he a bounty hunter of some kind?) Obi-Wan asked.

"Well, he doesn't carry a gun or any other lethal weapon. He's more of an adventurer, I guess." Anakin explained.

"I prefer the term, 'crime-fighter'." Spider-Man said.

(I see. And what are his qualifications?) Obi-Wan asked Anakin.

"I've got a sunny disposition and I'm always kind to animals." the web-slinger said.

Obi-Wan looked at Anakin and sighed.

(Somehow, I think he'll fit in perfectly with you and your new apprentice.) the bearded man said.

The group suddenly tensed up.

"I sense trouble." Ahsoka said.

"I sense evil." Anakin said.

"I sense danger." Spider-Man said.

"I see... INCOMING!" Captain Rex shouted at seeing Vulture-droids and Separatist drop ships heading towards them.

(Anakin?) Obi-Wan asked in distress.

"I'll have to call you back, Master. We're under attack! We could use some reinforcements if you've got the time!" Anakin said with urgency.

(I'll get there as soon as I can. Protect the Hutt, Anakin!) Obi-Wan said as his communicator shut off.


Authors Notes:

I will tell everyone right now, I am not crazy or ridiculous. I just wanted some kind of Spider-Man/Star Wars The Clone Wars crossover. I wanted something new, so here it is.

Critique me all you want, but this is something I wanted to do for a long time.

Also, for those who don't know: AT-TE Walker (All-Terrain Tactical Enforcer) and STAP (Single Trooper Aerial Platform).

Hopefully this is enjoyable to read, as well as something to inspire other authors.

Please read and review.