by Gunman

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

Summery: Spider Man and Ahsoka Tano find strength and comfort in each others arms when they leave the Republic after the events of Order 66.


Ahsoka Tano, Togruta Jedi Padawan, kept running through the jungle, her partner, the ever amazing Spider-Man, swinging across the thick branches of trees as easily as wind, the pair hoping that their friend would make it.

The unconscious Mirialan Jedi Padawan, Barriss Offee, had been stung by a Kotarian Wasp, and was slowly fading due to the venom.

The wasp was not native to the planet they were on, the creature having been brought to this world by the Separatists, and it was only now becoming relevant as to how dangerous it was.

Spider-Man had webbed her to his back and was swinging back towards the group's base camp with the Mirialan Jedi still unconscious.

Hang on, Barriss! Ahsoka thought as she raced through the jungle keeping pace with Peter.

The jungles of Kashyyyk were not your normal heavily vegetated environment. For one thing, the plants were bigger, though Peter was glad they were not as bad as on Pandora from Avatar.

They soon came into sight of the Republic command center, located in a large treehouse, actually more like a mansion, -like dwelling within throwing distance of a very large lake. Ahsoka rushed past the Jedi and Wookies as Spider-Man hopped over the group and headed to the medical tent.

"DOCTOR! I NEED A DOCTOR, NOW!" Spider-Man shouted as he entered the tent.

The doctor on call, actually Hank McCoy, the blue-furred, Sasquatch-like scientist known as The Beast, was there when Peter came in.

"Peter, what's going on?" Hank asked.

"It's Barriss! She was stung by some kind of wasp and she fell unconscious."

Peter used his special spray to weaken and deteriorate his webbing, until it completely dissolved and Beast was able to get Barriss onto the table.

Ahsoka rushed into the tent while Beast and the medical droid were starting their examination.

"How is she? Will she live?" Ahsoka asked in a panic, which was more from worry than running through the jungle.

"It's too soon to tell, but I think you got her here in time." Beast said.

Spider-Man and Ahsoka stayed off to the side as Beast and his team did their jobs.

While Barriss was being tended to, Ahsoka thought back to how this all started.



(Three months before the Second Battle of Geonosis)

A Separatist scientist had created a transdimensional portal, planning to use it to pull in weapons and soldiers from other dimensions in order to reinforce the Separatists and their cause.

The Jedi were dispatched in order to shut down this bizarre and potentially dangerous experiment.

Anakin Skywalker, Obi-Wan Kenobi, Ahsoka Tano, and Kit Fisto were sent to destroy the portal and the facility. The Jedi Knights moved towards the portal generator while clone troopers set explosives around the enemy base.

However, they arrived right as the scientist activated it.

Asajj Ventress and several Magna Guards, not to mention battle droids, were there when the portal opened and hurled seven unique individuals into the large room.

The first was a blue-suited man with a white star on his chest, red gloves and boots, and a large red, white and blue circular shield attached to his wrist.

The second was a large man with jet-black hair, dressed in a red and yellow bodysuit without sleeves, and a large X on his belt.

The third was a blue-furred, ape-like creature wearing a pair of yellow and black shorts and a vest.

The fourth person looked to be a young man with a lean and athletic build, dressed in a skintight red and blue outfit with a black spider-symbol on his chest.

The fifth person was a dark-skinned woman with long white hair, dressed in a black skintight outfit with a long flowing cape and black tiara on her head.

The sixth was a humanoid robot with red and gold coloring, a glowing blue circle in its chest.

And the seventh was an attractive woman with short brown hair, dressed in a black skintight bodysuit with yellow embellishments on her chest, inside of her hands and on the soles of her feet.

"What's going on..."

"Where are we?"

"I have such a headache." the young man with the black spider on his chest said. "Or... it could be my spider-sense is going crazy because of them."

"Welcome, strangers. You are now my prisoners." Asajj Ventress said to the seven.

The group looked at Ventress, then towards each other, then back to Ventress.

"Prisoners?" the man in blue with the shield asked, clearly not liking the term. "I don't think so."

Ventress ignited her red-bladed lightsabers.

"You have no choice." Ventress sneered.

"Oh... I think we do."

High above the room, the four Jedi were watching.

"Shouldn't we do something?" Ahsoka Tano asked.

"Not just yet." Obi-Wan Kenobi said. "I want to see how this turns out."

"They could get killed!" Anakin said to his former master.

"Perhaps. But that will also prove which side they're on." Obi-Wan said.

"Ventress threatening them probably helped." Kit Fisto said.

The next couple of seconds saw the eruptions of battle between the newly arrived group of colorful individuals and the Sith Assassin and her droids.

Obi-Wan's eyes were fixed on the man with the shield, who deflected Ventress's lightsaber blades with said shield, then spun around and kicked her down.

Anakin noticed the red and gold humanoid robot flying through the air and blasting several of the droids to pieces.

Kit Fisto noticed that the large muscular man had transformed his body into solid steel and was hurling droids around left and right, even as their lasers bounced off his skin.

His attention was then turned to the blue-furred creature, who bounded around the room with an agility and dexterity that amazed him. His claws tearing through the droids who were trying, and failing, to hit him with their blasters.

Obi-Wan then noticed that the brown-haired woman had suddenly shrunk down to miniature size and was flying around the room, shooting droids with energy bolts fired from her hands.

The dark-skinned woman with the white hair was flying through the air, and throwing bolts of lightning at the droids. But she was also summoning up wind and ice to knock them back and freeze them in their tracks.

And Ahsoka noticed that the young man in the red and blue skintight suit was jumping all over the place with spectacular speed and agility, and a strength that only a Jedi or Sith could possess. But she didn't sense any Force-aptitude coming from him.

While the group of Jedi were enjoying the show, they soon noticed another group of super battle droids entering the room and firing upon the heroes.

They quickly jumped into action, destroying the battle droids, and running off the Sith Assassin.

Once Ventress was gone, and the droids dealt with, the Jedi introduced themselves to the new comers.

The new comers in turn introduced themselves.

The man in blue with the circular shield was called Captain America.

The red and gold humanoid robot, revealed to have a person inside it, called himself Iron Man.

The miniaturized woman in the black and yellow outfit called herself The Wasp.

The dark-skinned woman with the white hair called herself Storm.

The blue-furred creature, who turned out to be exceptionally intelligent, called himself The Beast.

The large man whose skin turned to metal was called Colossus.

And the young man in the red and blue outfit with the black spider on his chest called himself Spider-Man.

The group explained how they were in battle against a villainous master of magic called Loki, when they were suddenly pulled away from their universe by the energy portal.

Obi-Wan suggested using the same portal to return them to their world, only to have Captain Rex and the clone troopers' explosives detonate and begin destroying the base.

With little time, the Jedi and the heroes evacuated the base, and made it outside just in time as the whole base collapsed.

Without a means to return to their own world, as The Republic didn't have a transdimensional portal that could cross universes, the seven heroes found themselves stuck in this strange sci-fi universe.

What was worse, is that this universe was at war. The group they had just fought with were called The Separatists, and the group that the Jedi fought for was called The Republic.

On their way back to their fleet, the Jedi explained the details of the war, who was who, who they were, and who their enemies were. To make things even more upsetting, the heroes found that due to the war itself, the Jedi and the Republic could not expand resources to create a portal to get them home.

At first Iron Man wanted to steal away and raid a few Separatist outposts to collect the parts he would need to create a new portal, but the others shot him down, saying that their own personal problems would have to wait.

The war, which they called The Clone Wars due to the thousands of clone soldiers that they were using to fight against the thousands of battle droids that the Separatists had, was spreading from planet to planet and innocent people were becoming involved in it.

The three Avengers, the three X-Men, and their arachnid ally quickly joined up to help end the war as quickly as they could.

Over the course of many battles, the heroes proved to be a valuable asset to the Republic forces. Iron Man and Beast, as well as Spider-Man, brought much needed scientific knowledge to the war. Captain America proved to be a valuable field leader and soldier, greater than even a battalion of clones. Storm's ability to control weather shocked everyone. Colossus's superhuman strength and invulnerability was astounding. Wasp's ability to shrink down to a mere two inches proved a great infiltrator asset, but also her power to grow to fifty feet in height shocked everyone.

Spider-Man not only proved to be a skilled scientist, but also a top-notch field medic, able to cross any battlefield to help anyone who needed it. His spider-sense helped him avoid any enemy attack and his arachnid abilities enabled him to get anywhere they needed him to.

It was during the Second Battle of Geonosis that the heroes' skills and talents were put to the test yet again.

Across the harsh desert landscape of Geonosis, the Avengers, X-Men, Spider-Man, the Jedi Knights and Clone Troopers waded through thousands of battle droids and insect-like Geonosians, through fields sprayed with laser fire and traps, with determination and ingenuity alike.

It was this campaign that Ahsoka and Spider-Man encountered Barriss Offee, Mirialan Jedi Padawan to master Luminara Unduli, who was a talented healer. She was seemingly more polite and courteous than Ahsoka was, and seemed more book-smart than field-smart.

The trio were sent together on a mission to destroy a newly created weapons factory, and working together they were able to survive and succeed.

From then on the trio were nearly inseparable.



Ahsoka's musings of the past were brought back to the present, when she found herself leaning on Peter's shoulder like a pillow.

She looked up as she saw Dr. Hank McCoy approach them.

"Barriss is very lucky to have the two of you as friends. She'll make a full recovery in the next day or two. But for now, she needs rest." he said.

Ahsoka and Peter smiled, even as Captain Rex entered the medical tent and said they were ready to go with their mission.


It was three days later and the battle on Kashyyyk had been won. Barriss had recovered from her poisoning.

Captain's Rex and Rogers were in charge of getting rid of the non-native Wasps to the planet.

Peter and Ahsoka had been tasked with a special assignment, getting a tracking beacon aboard one of the Separatist transports, in order to track down their latest fleet position.

However, something had gone wrong.


Peter awoke in chains, only to find that both he and Ahsoka had been captured.

He recalled what had happened.

He and Ahsoka were sent to find one of the Separatist transports and plant a homing device on it, hoping that it would lead them back to their fleet.

However, they had been ambushed by two of the Separatists' deadliest warriors.

The Sith Assassin Asajj Ventress, and the Gen'Dai bounty hunter Durge.

Ahsoka was attacked by Ventress, while Peter was attacked by Durge.

Ahsoka was able to fend off Ventress, but briefly while Peter continued jumping around to avoid Durge's multiple weapons attacks.

But when Ventress managed to gain the upper hand, and knocked Ahsoka down, Peter abandoned his fight against Durge in order to help her.

He leapt at Ventress to try and tackle her, only for the Sith Assassin to grab him in mid-air with The Force.

Peter really hated it when the bad guys used telekinesis on him. Made him feel so helpless.

Well, at least we're together. Peter thought as he tried to sit up.

"Mm... Peter?" Ahsoka asked, blinking her eyes open as she looked up at her friend and teammate. "What's going on? Where are we?"

"Deep in Separatist control I think." Peter said.

"Great! Master Anakin will never let me live this down." Ahsoka groaned.

"It could be worse." Peter said.

"How could this be worse?" she asked.

"Well... we could be naked."


"Ouch!" Peter gasped as Ahsoka hit his arm.

"You just want to see my beautiful body uncovered!" she snipped.

"Really? You're not doing too much to hide it." he snipped back.

Just then, the door to their cell opened up.


Authors Notes:

And here is another Spider-Man/Star Wars The Clone Wars stories I have uploaded, mostly just for the heck of it.

This will probably be a two chapter story, so don't wait too long for an update. I was bored and just wrote this up in a day.