SPIDER-MAN and OOLA
by Gunman

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

Summery: The Battle of Endor begins, and Spider-Man discovers his girlfriends new powers, while another sinister plot is carefully being hatched.

Idea from wereknight.

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Chapter 3
Mission To Endor

The Imperial shuttle flew through hyper space with little trouble, despite that the vessel was not built for the co-pilot of the ship.

"Yeah, I know, Chewie. You'll just have to make due." Han Solo said to the Wookie.

Han looked back and saw the rest of his team manning their stations.

The shuttle itself seemed to be divided up into three parts.

The cockpit, where he, Chewbacca, Luke, Leia and C-3PO were sitting. Han was in the pilots seat on the left side of the shuttle, Chewie was in the co-pilot seat to his right. Luke was behind Han in the Radio/Communications seat. And Leia was across from him in the Navigation seat.

R2-D2, being an astromech, was with Leia in case she needed assistance. 3PO was next to Luke in order to translate anything that might come across to them.

Behind the cockpit was the Entry Ramp, where the crew and passengers boarded. Equipment storage was right before the cargo and passenger seating hold.

There was seating for ten in the cargo hold, which included seven commandos, one Jedi Master, one Jedi Padawan, and one special operative with spider-like abilities.

However, unbeknownst to them, at the moment, there was a stowaway in the cargo hold.

Which was fortunate for the stowaway since they didn't have too much cargo to store. Just enough to give the illusion of parts and a technical crew, should their ship get scanned by any Imperial ships.

Peter, dressed in a camouflage suit like the rest of the commandos, was keeping himself busy by going over the technical blueprints of both the ship they were on, and the deadly battle station they were going to help bring down.

This thing is capable of destroying a planet. Peter thought as he examined the plans taken of the first Death Star. And Luke blew the first one up, by shooting a couple of photon torpedoes down an exhaust port?

He was fortunate that this new battle station, despite rumored enhancements, were still based off of the plans that R2-D2 had once smuggled off the counselor ship carrying himself, C-3PO, and Princess Leia to Tatooine.

Guess they're not going to make that mistake again with this new battle station. They may have made some modifications. But... Peter thought as he remembered the briefing that Admiral Ackbar had given a few hours ago. Flying into the super structure is possible, since the thing is still under construction, but will the Millennium Falcon fit? It's smaller than most of the cruisers, but still larger than the single-man fighters.

"Heads up, people! We'll be arriving on Endor in less than 20 minutes!" Han shouted to the group, even though he could have used the intercom for that.

That's quick flying. Peter gasped when he realized just how far they were from their previous location. Traveling through hyper-space really is faster than flying a plane across the Atlantic. Even in a Quinjet.

"Are you confident, Maris?" General Kota asked his padawan.

"Yes, master. I sense another presence here amongst us." Maris said, looking around and doing a count.

"How many, exactly?" he asked.

"Seven commandos, three Jedi, two droids, one princess, one wookie, one newly minted general, one lieutenant with unique talents, and a... Twi'lek." she said.

At hearing that, and after listening to the count that Maris had just made, Peter was awake and looking around as well.

"Are you sure it's a 'Twi'lek?" Kota asked.

"Yes." Maris replied.

"Where?" Peter asked, getting into their conversation.

"I can sense her... below us."

Peter looked down.

"Her? The cargo hold?"

The other commandos were aware of what was going on, and readied their weapons.

Peter went over to the cargo hatch, and opened it up. Seeing nothing, and his spider-sense not going off, he jumped down into the storage hold. Taking a small flashlight from his belt he looked around and still saw nothing.

"Alright, come on out!" Peter said to the darkness.

It was then that a familiar, green-skinned face leaned out from behind one of the crates.

"Oola?!" Peter gasped.

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"I can't believe you did this!" Leia all but screamed at the Twi'lek dancer as she sat in the cockpit of the shuttle. Oola was sitting in Leia's seat in the cockpit while the princess was trying to pace within the shuttle's small confines. She was dressed the same as Leia was, in tan and white pants and shirt, with a camouflage poncho around her shoulders. "We're on the single most important mission we've ever undertaken for the Alliance, and you snuck aboard our ship... to be with your boyfriend?"

Peter actually blushed a little at hearing that, knowing that the princess was talking about him.

Master Kota and Maris were doing their best to keep the commandos from ease-dropping, while Han continued to fly the shuttle and Chewie was getting upset at the controls once more.

Peter was standing next to Luke, who was looking at the spider-human for insight into this. Peter just shook his head in response, telling Luke that he didn't know.

"I apologize, Princess, but I... just wanted to be with Peter. I feel safer when he is near." Oola said.

Leia wasn't sure how to take that. She was furious and understanding at the same time. However, they had a mission to attend to.

"We can't take her back, and we can't just drop her off." Luke said, throwing his two cents in.

"I won't be any trouble." Oola interjected. "In fact, I think I can help you."

"Help us? How?" Leia asked.

"Well..."

"Sentry ships coming into range!" Han shouted, interrupting the discussion.

Leia groaned as she pointed at Oola angrily.

"We'll finish this later." Leia said and went to stand behind Han.

"If they don't go for this, we're gonna have to get out of here pretty quick, Chewie." Han said.

"Arrrr!" the Wookie agreed.

("We have you on our screen now. Please identify.") the communicator chirped.

"Shuttle Tydirium requesting deactivation of the deflector shield." Han responded to the incoming transmission.

("Shuttle Tydirium, transmit the clearance code for shield passage.") the Imperial operator ordered.

"Transmission commencing." Han replied as he sent the code.

"Now we find out if that code is worth the price we paid." Leia said with a heavy tone in her voice.

"It'll work. It'll work." Han said with cocky assurance.

"Vader's on that ship." Luke said eerily as he stared at the larger command ship.

"Now don't get jittery, Luke. There are a lot of command ships. Keep your distance though, Chewie. But don't look like you're trying to keep your distance."

"Arrrr?!" the Wookie asked.

"I don't know. Fly casual." Han replied.

("Shuttle Tydirium, what is your cargo and destination?") the Imperial asked.

"Parts and technical crew for the forest moon." Han replied.

"I'm endangering the mission. I shouldn't have come." Luke said worriedly.

"It's your imagination, kid. Come on. Let's keep a little optimism here." Han replied.

"This is taking too long." Leia said after several tense seconds.

"I know. They're not going for it, Chewie." Han said to the Wookie.

Suddenly, the communicator activated.

("Shuttle Tydirium, deactivation of the shield will commence immediately. Follow your present course.")

"O.K.! I told you it was going to work. No problem." Han said with a smile.

With their passage to the planet achieved, the strike team relaxed for a bit before landing.

Peter pulled Oola back into the cargo area where the others were seated. Peter returned to his seat, with Oola sitting in his lap.

This was mostly because there were not enough seats for the additional Twi'lek guest, which earned more than a couple snickers from the commandos.

"Oola, what's going on? What did you mean when you said you could help us?" Peter asked.

"After you told me that you were going on this mission, I was upset. It's a dangerous mission, and I was worried you might not return." Oola replied.

"This is a war against the Empire, isn't it? Everything we do is dangerous." Peter replied.

"I know. And I wanted to help. But... I didn't have any skills which could help. At least... none that I had time to learn. I was upset. Sad. And that's when... she appeared."

"She?" Peter asked, curious.

"A ghost, of a Jedi named Aayla Secura." she explained.

At hearing that, both Rahm and Maris looked at the Twi'lek dancer with curiosity.

"Aayla? She died during the Clone Wars. Killed by her own troops, on Felucia, I think." Rahm Kota said.

"Yes. She told me that. But she also told me that something bad was going to happen, and that the Alliance would need all the help it could get. I wanted to help, and because I am a fellow Twi'lek, she offered to help me." Oola explained.

"Help you, how?" Peter asked.

"She gave me a power." Oola replied.

Maris and Kota both looked at Oola, confused and curious.

"What power?" Peter asked. "And ghosts can actually do that?"

Oola looked at Peter as if she was confused by his acceptance of her story.

Has he met ghosts before? she wondered as she explained. "The Force resides in all life in the universe. While she could not give me the same powers and skills she once possessed, she was able to give me something else."

"What?" Peter asked.

"She called it a 'Force Field'. At first I thought she was being funny, but... well, look." Oola said as she got up off of Peter's lap and stretched her hands forward.

Instantly, a shiny and slightly transparent sphere surrounded the green dancer's body, a couple of feet out from her own body.

Peter, the Jedi, and the commandos all looked at her in shock.

"Does it work? I mean...does it protect you?" Peter asked, standing up and staring at the field like he was analyzing it.

"There's one way to find out." one of the commandos said as he lifted his blaster and leveled it at the green woman.

"No!" Master Kota said, halting the commando. "Not in here! It could bounce off that field and hit any one of us."

"Right. Sorry." the commando replied.

"Then let's try something else." Maris Brood said as she stood up and pulled her lightsaber from her belt.

Activating the green-blade of her tonfa-saber, she poked and slashed at Oola's force field, seemingly unable to penetrate it.

"If my sabers can't cut it, that field will be an advantage to us and our mission." Maris said as she deactivated her weapon.

"Only if we run into people trying to kill us." one of the commandos muttered in a low voice.

"I'm sure there will be." a second commando replied to his friend.

"There's something else." Oola said as she dropped her force field. "I can also do this." she said as her body suddenly became translucent, until her body was completely invisible.

Her clothes, however, remained.

She's got the same powers as the Invisible Woman. Peter mentally gasped as the group looked at her in surprise.

After a couple more seconds, Oola's body became visible.

"I... can't do that too long." Oola said, slightly out of breath. "I can only stay invisible for a short period of time. But I can create a force field without feeling tired."

"Hmm. Internal translucence, vs external translucence." Peter mused.

"Pardon?" Maris asked when she heard what Peter has said.

"Nothing. Just wondering if there isn't a reason for it. I'll need time to figure it out. Still... that's amazing!"

Oola smiled, pleased that Peter was not upset with her. Or was it that he was more assured that she could protect herself whenever he was not around?

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(Death Star II, secret level)

Galen Marek grimaced as he looked around the dark room, feeling a sinister presence about where he was.

The last thing he remembered was being killed by the Emperor while Juno and Kota were trying to get the rebellious Senators away from the space station.

But as he read the readouts of the instrument panel of the computer before him, he grimaced.

"Five years. I've been dead... and reborn. By Vader!" Galen hissed.

"Who is this Vader you keep mentioning?" Ahsoka Tano, the lovely Togruta teenager asked as she straightened her clothes, feeling them to be a bit tight on her body.

"He was the one who trained me to be a Sith. The one who killed my parents. The one who used and manipulated me to flush out the Emperor's enemies. But it seems he failed in that respect." Galen explained as he grabbed a black shirt and pulled it over his torso.

Ahsoka looked at the computer readouts and gasped.

"I've... Oh God! I've been in that carbonite freeze for over 20 years!" she said as her hands cupped the sides of her face. "I... I don't even remember how I got into it!"

However, that wasn't what was worrying her the most. Yes, she had lost decades of her life, though she looked no older than 18 years of age. But as she continued to read the information from the computer, she gasped in horror.

The Sith now ruled the galaxy. The Jedi were all but extinct. The Republic she once fought for was no more.

"Well this is interesting." Galen said as he approached Ahsoka.

"What is?" she gasped, still not yet able to comprehend everything that had happened to her.

"This." he said as he revealed a special case with four lightsabers lying inside four specially made lightsaber-shaped holes.

"Hey! My saber and my shoto!" Ahsoka gasped as she pulled them out of the black case.

"And these are mine, too." Galen said as he levitated the last two sabers from the case, then put the case down on the nearby table with his hands, before levitating the two sabers into his palms.

However, when the pair ignited their weapons, they received a shock.

"The blades... they're red!" Ahsoka gasped.

"Hmm." Galen mused. "I'm starting to think this was a set-up to something more."

"What? They wanted to turn us into Sith agents?" Ahsoka asked.

"Maybe. We need more intel, and maybe a way out of here." Galen said.

"Wherever 'here' is." Ahsoka huffed.

Galen and Ahsoka extinguished their sabers.

"And we're gonna need some new crystals." Galen said.

"Easier said than done." Ahsoka replied.

The pair looked at each other before realization flashed.

"I'm Ahsoka Tano, by the way." the Togruta teen introduced herself.

"Galen Marek." the young man said, introducing himself.

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(Geonosis)

The shuttle craft landed on the barren wasteland that was once the main base of operations for the Separatist Alliance.

After the Clone Wars had ended, the Imperial forces of the newly established Emperor had moved as many of the Trade Federation, Techno Union Army, and Commerce Guild ships as well as their equipment to the desert planet, as a sort of junkyard.

All manner of ships, droids, and weapons could be seen, powerless and gathering dust. The humid planet atmosphere helped the devices not to rust, but it had been like this for more than 20 years.

There were at least a dozen Trade Federation battle spheres, including dreadnaughts, cruisers and destroyers all lined up across the landscape. Most were damaged and a lot of them had been picked clean and salvaged from, yet they were mostly intact.

There were hundreds of drop ships laying about as well.

Not to mention the dozens of different types of droids, everything from small maintenance droids to thin battle droids, bulky super battle droids, spider-droids, commando droids, dwarf spider-droids, hail-fire droids, droideka's, droids made for spying and sabotage, crab-like droids, and of course tactical droids.

The white armored figure looked over the junkyard landscape and sighed.

"This will take a lot of work. But... I have time and the means to resurrect this machine army. And soon, this galaxy will once again have a true ruler to save it from it's own petty shortcomings." the man said with a malicious and devious smile on his lips. "And without any annoying heroes such as Reed Richards to halt my ambitions."

However, as he continued to walk across the terrain, searching for some kind of command station, he was vaguely aware that he was being watched.

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(Endor)

Once the shuttle had landed in a thick forest area, the strike team disembarked and quickly started making for the shield generator station.

They only had 24-hours before the Alliance launched their attack. Any more time and the Empire would detect their presence and try to sabotage them.

Han was leading the team towards the generator station, with Chewie, Leia and Luke right behind him. C-3PO was following behind them, with Peter carrying R2-D2 since the terrain wasn't very accommodating to astrodroids. Oola was following him, then came Master Kota and Maris Brood. The other seven commandos were following the rest.

Within less than an hour, the group suddenly paused at Han's silent hand gestures.

Curious, Peter set R2 down and moved up alongside Han and the others. Kota and Maris joined them as did Oola.

"What is it?" Oola asked quietly.

"Imperial biker scouts." Luke said.

Looking over, Peter saw the white armored scouts, which he realized wore a slightly different version of the white armor that the regular storm troopers did. He knew this thanks to the files Leia had provided him.

"Can we go around?" Leia asked.

"It'll take time." Luke replied.

"This whole party will be for nothing if they see us." Han said.

"Arrr!" Chewie agreed.

"Chewie and I will take care of this, you guys stay here." Han ordered.

"Quietly! There might be more of them." Luke whispered to them.

"General! Let me do it." Peter said.

"You?" Han asked quietly as the group looked at him.

"I've got experience in sneaking around." Peter replied.

"Hmm. Alright, get going." Han said to the lieutenant.

Much to everyone's amazement, including the blind Kota, Peter quickly climbed up the nearest tree without any kind of equipment or even the use of the tree's ridges or branches. He scaled it to the near top of the tree, like he could literally adhere to the smooth, bare sides of the tree itself, nearly twenty meters up, before jumping towards the next tree which was several meters away.

The whole strike team just gasped at Peter's exceptional display of skill, dexterity, and agility.

Oola was starting to understand more and more why he called himself Spider-Man. She was just glad he didn't look like one.

Peter looked down from the tree that one of the biker scouts was standing behind, and carefully crawled down the tree to him.

The biker scout didn't hear anything, and neither did his partner, as Peter grabbed him and hoisted him up by the scruff of his neck, before stabbing at the exposed, black fabric around his neck.

He silently thanked Felicia Hardy for teaching him those non-lethal pressure-point techniques.

It was then that the second biker scout noticed that his partner was missing.

"Huh? Wha... Josen? Josen! Where are you?" the scout called out, looking around the tree where his partner had been. "Where in the AH!" he cried out as he was suddenly hoisted up by his neck, a sharp pinch to his neck rendering him unconscious.

The pair were quickly tied up as Han and the others approached him. Oola was at Peter's side in an instant.

"Way to go, kid." Han said. "I knew it was a good idea to have you along."

Luke and Leia just rolled their eyes at Han's words.

Suddenly, one of the commandos started shouting.

"What the..." Han gasped as everyone turned around to see what the commotion was.

"General! Two More Of Them!" the commando shouted as everyone turned to see two more biker scouts on speeder bikes quickly turn and fly off. Within seconds they were out of range.

"They're Getting Away!" Leia shouted as she swiftly jumped on one of the speeder bikes and took off after them.

"Leia Wait!" Luke shouted as he quickly jumped on the second bike and took off after them.

"Hey! What are you..." Han shouted, but it was too late.

The rest of the group just looked stunned, having lost two of their team in a matter of seconds.

Peter, for once, was glad that what had just happened was not his fault.

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Authors Notes:

I'm sure people have a lot of questions, but I'm not gonna give anything away just yet.

The next chapter will have the appearance of another group of unique individuals who have a grudge against the Empire, and will join the strike team in helping to take down the battle station and the coming legions of storm troopers.

As always, read and review.

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(Idea from F-14 Tomcat Lover)

At first it was all going well. They had captured the Rebel Strike Force with minimum fuss and minimal loss. As they had prepared to move them off though, a whole rank of Stormtroopers had died, holed through where they had stood with a single shot.

Then came the mortars and the chatter of slug throwers that were proving VERY effective.

For Peter, he knew the sounds. Especially that throaty sound that always emanated from a Browning Heavy Machine Gun. Those .50 cal machine guns were simply punching holes bigger than his fist in the armor of the Stormtroopers.

"Glad to see you captain," Peter shook hands with a US Army captain, he recognized the man from a previous mission before his 'current' one, "Also glad that weapon didn't atomize you."

"You and me both," both ducked as a Chicken Walker began strafing the area until a Javilin came down from above, "Got an idea of what's going on, but I would like some more details."

"The defenders are a tyrannical empire and the attackers are a multi-species alliance dedicated to restoring democracy." when he saw the blank look on the captain's face, he amended, "Space Nazies vs the United Federation of Planets."

"Works for me." the captain said as he waved his men forward.

Fortunately, his troops had been re-equipped with newer rifles. They all fired a new heavy bullet of 6.8mm range, except for his marksmen. They had the latest incarnation of the venerable M14 DMR and continued to use 7.62mm NATO, only of a newer variety.

It was at that moment, a series of portals opened and a very familiar shield flew into the heads of several Storm troopers who were knocked on their asses.

"AVENGERS ASSEMBLE!" the star-spangled Avenger shouted as the shield flew back to him.

"Now that's what I wanted to hear!" Spider-Man smirked.

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(Extra Scene by Gunman)

Peter climbed down along the tree trunk, his web-shooters at the ready as the biker scout was right behind him.

Stretching out his hands, he fired four strands of webbing towards the scout, tagging his shoulders and his arms.

"What the..." the first scout gasped as he was suddenly moving without any assistance.

"Huh?" the second scout gasped as the first scout punched him in the face.

"What's going on?" the first scout shouted as the webbing continued to move his arms against his will, punching the second scout in the face.

"Why You..." the second scout shouted as he tackled his partner and began to punch him back.

Thank goodness their helmets make it hard for them to see, and that my new webbing is almost transparent. Peter thought as the two biker scouts continued to fight. "Dance, puppets, dance!" he laughed quietly so that they didn't hear him.