Many thanks to jettmanas, who kindly did the cover art for this story.

All characters and concepts are owned by Marvel. This story is written for entertainment purposes, with no copyright infringement intended.

I am the Watcher, a member of an ancient race whose mission is to observe and record events that transpire across the multiverse. One such event I have recently observed concerns the young humans Peter Parker and Mary Jane Watson. As some of you may be aware, on the majority of the parallel Earths that I and my brothers and sisters have monitored, Peter Parker was bitten by a radioactive spider and inherited the creature's amazing powers. Thus, he became the Amazing Spider-Man!

But on some worlds, someone other than Parker got bitten by that ill-fated arachnid, such as Flash Thompson, Gwen Stacy and Peter's own Uncle Ben. But in the case of this tale, we ask the question...


The story that answers that question begins at Midtown High School. In this world, fourteen year old Mary Jane Watson had already moved to live with her Aunt Anna and enrolled to study acting at Midtown High School. As such, her first meeting with Peter Parker took place much sooner than it would have done on most other worlds. At first, Mary Jane thought the nephew of her next door neighbours a bit too nerdy, but as the two became better acquainted, she found they had a lot in common, as they both in their own ways felt lonely and isolated, and so they quite quickly became friends, with just a hint of something deeper waiting to develop between them. Then one fateful day, they and their classmates found themselves attending a science class trip to see some new experimentation in radioactivity...

"And now for a demonstration of how we can control radioactive rays here in the laboratory," said Dr Eric Schwinner as he showed the visiting students a device capable of producing intense radioactive blasts.

Flash Thompson yawned. "So it makes some cool light shows. Big deal! When are we going to see something exciting on this lame trip?"

"Ssh!" said Peter Parker in annoyance. "This is really fascinating stuff here!"

Mary Jane Watson could not help but feel a little anxious about the whole experiment. "Um, pardon me doc, but are you sure that thing is safe to use in here? Only my aunt wouldn't like it if I suddenly turn all green and sprout a tail from those x-rays of yours!"

Schwinner suppressed a chuckle. "No need to be concerned, young lady. Every precaution has been taken. There's absolutely nothing to worry about."

Schwinner had no idea just how wrong he would be proven to be, even as he set the machine into operation. Within seconds, the two futuristic-looking cannons facing one another came to life and an intense beam of red light flashed between them. The beam was so bright that everyone in the room had to squint, and so no-one noticed that a small spider had descended from the ceiling on a small stand of web and got caught in the middle of the beam, inadvertently getting the full force of the radioactive blast! Startled, the dying creature dropped down from its web and landed on the hand of the nearest student, whereupon it bit said-hand in its death throes!

"Yeow!" exclaimed Mary Jane as she clapped her stinging hand. "What the heck...?"

She looked down at her hand and saw in revulsion the glowing remains of the spider that had just bitten her.

"Ew, gross!" she muttered, before tossing the dead creature away, thankful that no-one else seemed to have noticed that embarrassing scene. She begun to feel strangely light-headed, but determined not to look flakey in front of the rest of the class, she straightened up and concentrated on the rest of the demonstration, unaware of the dramatic changes that her DNA was undergoing.

"Wow, that exhibit was just great," said Peter at the end of the day as everyone made their way back to the school bus. "Don't you think so, MJ?"

"Oh, yeah, sure," said Mary Jane absentmindedly. "Uh, I'm feeling a little funny at the moment, tiger. I think I might walk back home and get some fresh air."

"Say, you do look a little pale," said Liz Allan in concern. "You sure you're up for walking back?"

Mary Jane gave her best smile. "Cause I am, Liz! You know me. Nothing ever bothers me."

So after informing the teacher in charge of the trip, Mary Jane began to make her home on foot. The truth was, she did feel strangely dynamic, as though she had drunk an especially strong energy drink, leaving her feel incredibly sprightly. Just what had come over her? Did it have something to do with that spider? Or the radioactive experiment? Or both? She was still wrapped in her troubled thoughts, puzzling over these questions as she reached the grassy plains of Central Park, when the sound of shouting snapped her out of her reveries. Before she knew what was happening, a scruffy looking guy in a jacket and cap shot past her, heading towards the exit gate.

"Hey, what's his hurry?" wondered Mary Jane. The answer came in the form of a policeman who was darting down the same path.

"Stop! Thief!" he yelled. "Someone stop that man!"

Reacting fast, Mary Jane pointed in the direction of the escaping crook who had ran past her. "He's over there..." she began saying, when something quite bizarre happened. From the tip of her pointing finger, a long strand of something silky or gooey shot out, zoomed across the path and ensnared the panting thief, enwrapping his feet completely. With a startled cry, he fell flat on his face, enabling the pursuing policeman to catch up with him.

"Oh, what hit me?" moaned the crook as the policeman hoisted him to his feet.

"Guess you must have stepped into some goo or something," muttered the policeman as he cuffed the thief. "Did you see what happened, miss? Miss?"

But Mary Jane was no longer there. Shocked by what she had just done, she panicked and ran off in alarm. She had no way of knowing that in this moment, she had just averted tragedy, for the man she had just help capture was one who would have gone on to burgle the home of her next door neighbours, the Parkers, which would have resulted in the murder of Peter's Uncle Ben!

"How did I do that?" cried a terrified Mary Jane as she dashed out of the park. "What's happened to me?"

Suddenly, she felt an intense buzzing in the base of her skull and she suddenly became aware of some danger nearby. Spinning around, Mary Jane was shocked to realise that she had wandered right onto a busy road, and a speeding car was heading right for her! Acting on impulse, she leaped out of the way and was astonished to find herself flying high into the air, before landing onto the side of a nearby building. Already feeling bewildered, Mary Jane's astonishment was magnified even further when she realised she was not holding onto the wall. She was sticking to it! Panic-stricken, she again found herself acting on instinct, scaling up the wall in record time until she reached the very top. As she clambered unsteadily onto the roof, she grabbed hold of a steel pipe to steady herself, only for the metal tube to be crushed in her grip as though it were paper.

"Oh, this crazy!" Mary Jane gaped as she collapsed on the roof, understandably disoriented. "This has to be some wacky dream!"

She tried pinching herself to be sure. "Yeow! Okay, no dream then. So what has happened to me?"

Taking a few deep breathes to calm her nerves, Mary Jane though back over all that had happened and the answer to her question became obvious. "That spider! It's turned me into some kind of freak!"

She took a few more deep breathes and thought things through, and as she did so, she began to feel a bit better. "Say, why am I letting myself freak out here? Okay, so I've been turned into some kind of insect-lady, but it's not like I've suddenly spouted eight arms or something!"

Deciding to test out her new abilities, she began leaping about the rooftops, amazed by her increased speed and agility. She had become so engrossed in her bounding about that she abruptly found herself jumping right off the roof. With a squeak of alarm, she impulsively reached out with her hand and another web strand shout out of her finger tip and snagged onto the nearest building. Before she could comprehend what was happening, she found herself swinging on the web line, high above the crowded streets below.

"Woohoo!" cried out an ecstatic Mary Jane as she shot another web line out of the finger of her other hand. Quickly getting the hang of it all, she continued swinging across the city, moving so fast that no-one below noticed her. Finally, she landed on a nearby fire-escape and made her way a little unsteadily back down to the ground below.

"That... was... awesome!" she breathed. "I must have gotten across half the city!"

A sobering realisation came to mind. "Oh boy, I better get back to Aunt Anna! She must be worried sick! I wonder how she'll react when I tell her about my new powers?"