Epsilon Vindicare - I've already gone to fix that part,

Rubius - :) Thats where I'm going to tease about, I will send clues on which girl I've chosen though throughout my story

Cpl Leon- Yes its still ongoing, its just hard trying to come up with ideas now and then

eoin spollen - Yes I plan to

Gundam Kaiser - thank you for pointing out that mistake, I've gone and fixed that now. Also I'm aware about the quipping problem. The problem is that I'm not good with quips. So its hard for me to put myself in Spidey's shoes and come up with his witful wise-cracks. I appreciate any help I can get in this area


Last time: He went in there!" the girls climbed down the building they were on using their bungee belts and landed on the cement floor running to the entry way to the alley. Sam took out her M-Ray Contact Lenses and put them on. Blinking once, the lenses turned red.

"You see him?" Clover asked.

Through Sam's eyes, she saw the outline of somebody walking in the alleyway. "There's someone there alright, and it's definitely a guy, but I can't tell if it's him." Whoever that person was, he was coming out towards their direction.

Sam took off the lenses and the trio proceeded slowly in the alleyway.

"Good thing I always carry a flashlight with me." Clover took her flashlight out and turned it on as they continued forward.

Reaching the end, the girls made a right turn. The beam of the light hit the mystery person straight in the face revealing to the girls who was in this alleyway.

"Peter?" the trio said at the same time, surprised to see him out this late at night.

Peter squinted when the ray of light hit his eyes and used one of his hands to block the light beam. He was in the same clothes he had worn in school today, and had his camera around his neck while his backpack hung behind his back.

"Sam? Clover? Alex? Is that you?" he called out.

The trio nodded even though he couldn't see them with his hand shielding his eyes as well as the light coming from their end. Clover turned her flashlight off and the girls approached him.

"What are you girls doing out here?" he asked them.

"We should be asking you the same thing." Sam said.

"Yeah, like what are you doing up at this hour?"

"Oh... Uh... I was just doing some site seeing and taking a few pictures."

"In the dark?" Alex asked.

He shrugged, "Well, I used to live in New York remember? You get used to it after a while."

The trio nodded their heads buying his explanation.

"And what about you three? How come you girls are up?" He blushed at what he was about to ask next, "And uh... what's with the matching outfits?"

The girls started to sweat; they had been caught wearing their spy suits in front of a civilian. They anxiously looked from one to the other trying to find a good excuse.

"Uh... well... you see..." Alex began.

"None of us could get any sleep..." Clover quickly cut in.

"So Alex called and ask if we wanted to join her for a night jog." Sam finished and both Clover and Alex nodded their heads in union.

"Okay, do your mothers know?"

"Not exactly," Sam admitted, "What about your Aunt? Does she know?"

"Are you kidding? You've seen how she is; she would get all worried if she found out."

"You can say that again..." she sighed recalling her own overprotective mother.

"Well, I'd best get going. I think I've stayed out long enough, I'd better get back before Aunt May realizes that I'm gone."

Sam nodded, "Yeah, we best get going too. See you tomorrow at school Peter."

"Yeah, see ya," Peter said and went on his way.

"Bye Pete." Clover waved, once Peter was gone from the alleyway leaving the girls alone in the dark, they all gave a sigh of relief.

"That was too close," Sam breathed out while leaning against the brick wall.

"Tell me about it," Alex said dropping to a sitting position.

Outside the alleyway, Peter was having a similar reaction.

Man that was close, he thought to himself. Earlier, before he had went out as Spider-Man, Peter had stuffed his clothes and camera inside his bag then secured it high up in the alleyway wall with webbing. During his time patrolling as Spider-Man, Peter thought it would have been best if he change back to Peter Parker somewhere private rather than swing all the way home to do it. He was lucky he had slipped his clothes over his suit in time before he came back out as Peter Parker again. He had no idea why the girls were here, what he did know was that he didn't want to stay here any longer. Without a second thought, Peter ran back home to slip back into his room unnoticed.

Back with the girls, they were confused.

"I could have sworn I saw him head this way." Clover said.

"We all saw him come in here." Sam said deep in thought.

"And just where did Peter come from?" Alex asked standing upright now.

Sam looked and pointed straight ahead of them to another entry way in the alley.

"He must have came from there. I guess that means the person I saw with the lenses was Peter instead."

"Then where could Spider-Man have gone?" Clover asked.

Sam held her chin thinking hard before shaking her head.

"All I can come up with is that he must have climbed up the wall and slipped off." she said looking up one of the walls.

"Do you think Peter might have seen which way he went?" Clover asked

"It's not like it's gonna matter, by now he probably long gone. There's no way we can catch up to him now." Alex reasoned.

Sam and Clover agreed and the trio were forced to call it a day as they headed their separate ways back to their homes, doing their best to sneak into their houses without waking up anyone.

The Next Day...

It was the start of another school day in Beverly Hills High. Somewhere in the locker halls, the trio were discussing last night in low voices, the three of them just happen to be locker neighbors.

"I just don't get it," Alex said while her back leaned against her own locker door, "How could he have slipped from us so fast?"

"Yeah and it's not like we took forever to reach that alleyway too." Clover shut her locker and turned to face her friends.

Sam's locker was the only one still opened, but while she was gathering and putting things away, she wasn't really paying much attention to it.

Alex noticed Sam hadn't said a word since their conversation, "What's wrong Sammy?"

Sam finally shut her locker, "While we were following him, did you girls pay attention him?" She asked not looking at them.

Clover gave Sam a look as if she just asked the stupidest question ever. "Tch, 'did we pay attention to him while we were following him?' Hello like, I think we all were trying not to lose him from our sight," A blush found its way on her face, "But if you meant his body then yeah... that suit totally leaves little to the imagination..."

Sam shook her head still not giving them eye contact, "No, I meant his movements while he was swinging."

"What do you mean?" Alex asked. She didn't see anything strange about that, then again, like what Clover said, she was also trying not to lose Spider-Man from her line of sight.

"Well, while we were pursuing, did either of you girls see that he never looked before firing his next cable line?"

Clover shrugged, "So? He was moving straight forward while we were giving chase you know."

"Except the times when he made turns."

"Ooooh," They both said in union, Sam was right, since those were the times they had to push themselves faster just so they could reach the corner and catch vision on him again.

"It was almost as if he had a perfect awareness of his entire surroundings."

"Maybe he's memorized the whole town already after so long." Alex suggested.

Again Sam shook her head, "Even if that was the case, it's still impossible, there's just no way he would have known where his next cable line was going to attach to without looking to take aim first. And from the looks of his costume, it doesn't seem like he had anything reflective on him to show what's behind or around him."

"Well what do you suppose it is then?" Clover asked.

"That's just it. Somehow, I feel like I should know what it is, but... I dunno... it just doesn't make any sense. Everything I think of just doesn't add up."

"Maybe you're just over thinking this too much." Alex assured her.

Clover nodded, "Yeah Sam, Alex's right, don't stress yourself so much over it."

Elsewhere in the school, Peter had just closed up his locker after grabbing the necessary things for his class and was about to head off.

"Peter, hey Peter!" a voice called out from behind him. Peter stopped and turned half way then smiled when he saw who it was.

"Arnold, how's it going?" he asked once his good friend caught up.

Arnold paced alongside Peter as they continued walking, "Nothing really, but hey, about the school's Photography Contest, you're competing right?"

Peter shrugged, "I've been thinking about it."

Arnold dashed in front of Peter and stopped him in his tracks, "Aw c'mon Pete, you've just gotta sign up. With the pictures you take, you're bound to win."

Peter grinned, "I never said I wasn't going to."

Arnold beamed, "Great, this is going to be awesome!"

"It's still a long time before the contest even comes near Arnold."

"So? I'm already planning on what I want to do for the contest. Maybe I'll find a cocoon and capture the process of metamorphosis as the butterfly comes out. No wait a meteor shower is probably better. No-no-"

"Just out of curiosity, who won the contest last year?" Peter interrupted before Arnold had a chance to ramble on.

"Hmm? Oh Sam, Clover, and Alex did... What about it?"

"No reason," Peter stopped when they were in front of the door for his first class, "Well, I'll catch up with you later."

"Okay, bye Peter," Arnold waved then went off once Peter entered his class.

New York City

Just like Beverly Hills, New York City is just as bustling, probably even more. Not one single building look out of place, which also includes the mansion away from the city. It's a common site since New York has a lot of millionaires. In addition to the many types of different rooms the mansion had, there is also a private office room. A random person would be able to feel the atmosphere of power the room gave off just by entering inside. It was decorated with highly priced vases and antic items from different countries. In the center of the room was a desk as well as an office chair. The person in the chair could not been seen due to the chair facing towards the back of the room. There wasn't a single window in the room leaving the place completely engulfed in darkness save for a small lamp on the desk that did little to light the large room.

Soon there is a knock on the office door on the other side.

"Enter," the male voice behind the chair simply said in a dry mono tone.

The door opens and a man sporting dark shades and a black suit, that complimented his muscular physique, slowly enters the room and closes the door behind him.

"Well?" the concealed man asked, "What do you have to report?"

The other man's face betrayed no emotion as he stared at the back of the chair ahead of him, his shades assisted in masking any expression in his eyes, "Everything went well sir. Ms. O-Ren has agreed to cooperate with us."

"Excellent. Were there any difficulties?"

"No sir, the agreement was unanimous."

"Good. Is there anything else I should know?"

The man remained silent, as if debating whether or not he should reveal what he was going to say.

"Mark, you know how I feel towards dishonest people." the voice warned. Even in its mono tone, it was still menacing.

"It's about our activities in Beverly Hills sir." Mark finally admitted.

"I see... And what of them."

"Some fool has been poking his nose into our business and interfering with our operations."

"Interesting... So, who is he?"

"Nobody knows who he is exactly. Every one of our people who were attacked said he wore a bizarre costume and simply called himself Spider-Man."

"Spider-Man eh? Seems there's a bug in my company that needs squashing..." There was a long silence for a while with both men not saying a word, "Mark, get my chopper ready. And notify my best men as well as any of my remaining men left over there. I'm heading to California exterminate a certain spider."

Mark took that as his cue to leave and bowed his head—even though the man behind the chair couldn't see him—before leaving the room. Once Mark left, the unknown man finally turned his chair around. The little amount of light revealed only his bulky hands as he poured himself some whiskey and brought the glass up to take a sip in the dark.

Beverly Hills High

Inside Mr. Roberts' room, class was currently in session. Mr. Roberts was finishing up the last of his lecture for the class before leaving the rest of the time for his students to use. Sam was busy writing down notes now and then. However, her notes had nothing to do with Mr. Roberts' speech. Surprisingly, Sam was not paying attention in class. Instead, her focus was currently on what has been bothering her lately.

This Spider-Man guy was something she needed to figure out if she and the girls were going to complete this mission. So far, from what she collected, he seemed to be fully aware of his current surroundings and was capable of sticking to and climbing walls without the need of suction cups like their gadgets, as well as shooting out some cable wire line. She wasn't able to get a good view on it. But it kinda looked like he was firing it from his wrist or something. All of this came with questions though. How was he able to do all that he's capable of? Were there other things he could do that they didn't know yet?

I guess I'll get my answers the next time we run into him. But there has to be an easier way of finding him.

"Sam... Are you there?" an outside voice manages to enter Sam's head as she feels the light tap on her shoulder.

"Huh?" Sam jumps a bit having been caught off guard and turned where the tap had came from; looking back at her was Peter.

Peter jumped backed a bit in his seat at Sam's reaction, "Sorry, did I interrupt something?"

It took Sam a while to finally register what Peter had just said.

"Oh no Peter, sorry about that. Can I help you with something?"

"I was just wondering if you wanted to be partners for the project Mr. Roberts just assigned."

Immediately Sam went to full blown panic, finally realizing what she had missed while deep in thought. In a scurry, she turned the pages on her notebook to look at the notes she had taken before her mind had drifted off topic. Luckily, Mr. Roberts had not erased what he had written on the board yet.

"Uh, yeah sure, okay, why not!" she said as she quickly tried to scribble down the remaining notes she hadn't written down yet.

Peter looked at Sam confused but shrugged it off, "Okay then... You seem kind of busy so just call me when you're ready to discuss a topic and our meeting times."

"Yeah, sounds good," Sam said finishing the last remaining notes. Peter nodded and when the bell rang, he got up to leave so not to bother Sam.

When it was finally time for Lunch, Peter decided to sit and eat lunch with Arnold. As usual, the girls sat and ate together. When the trio sat down at their chosen table though, Sam wasted no time.

"I think I know how we can find Spider-Man a lot faster than how we did yesterday." she said in a low as possible voice so that only they could hear.

Clover and Alex were all ears for this. They knew they could always depend on Sam when it came to things like this. It was a pain trying to locate him yesterday. And it didn't make it any better that they had to chase after him when they finally found him only to come up fruitless. The worst part was that they had no idea how much longer they had to do this. Anything that could make their job easier was welcomed.

"How?" Alex asked.

"Jerry said that he always shows up whenever there's trouble. That means there are two options we could use." Immediately they caught on what Sam was getting at.

"We can either find a crime about to take place and wait for him-" Alex listed their first choice.

"-Or we could fake a crime ourselves and lure him to us," Clover said finishing what Alex was going to say.

"Exactly, so which one should we go for?" Sam asked. And the trio weighed both options against each other before finally taking a vote.

Beverly Hills - Night Time

Somewhere in an alleyway of the city, Sam, Clover, and Alex were finishing up the last details to their plan before setting it into motion.

"Okay, so like tell me one more time," Clover said while finishing the final touches to her disguise, "Why we have to be the crooks while you get play the damsel in distress?" Currently she donned the appearance of a punk, her hair was tucked inside a bandana and she had no makeup on. Right next to her was Alex, who was wearing a fake mustache as well as an afro wig.

"Because you two have shorter hair so it will be easier to pass the two of you as guys." Sam explained. She had dressed herself to look much older than her current age wearing glasses and a brown wig over her natural hair.

Clover didn't like the idea but decided to suck it up and go with it.

"Alright girls, you ready?" both girls nodded.

Swinging high in Beverly Hills, Peter was out on his routine night patrol of the city. Unlike his usual nights however, today was rather peaceful. He had been out for what felt like hours now and had not found anything unusual. After some more time of swinging, Peter makes a stop on the roof of a building to reload his shooters with new web carriage.

"I guess I might as well crash in. It seems pretty quiet tonight," He thought out loud as he looked at the view of Beverly Hills in the night.

Right at that moment, as if he had jinxed himself, Peter heard a woman's scream coming somewhere near the building he was on.

"Looks like I spoke too soon." Peter sighed. For a moment there, he really thought he was going to catch a break. Rolling his sleeves back over his wrists to conceal his web shooters, Peter went to the edge of the building and crawled down the wall as he searched around the building to find where the scream had came from.

Over with the girls, their plan was in motion. Sam was yelling out for help the best she could trying to look frighten while both Clover and Alex played their part. Clover stood in the middle of the hallway, pretending to dig through Sam's purse while Alex had taken Sam's glasses off and began tying a blindfold around her eyes. The two of them did this while chew on a stick of gum, which they were trying really hard not to let affect their acting.

"Please take whatever want, just leave me alone." Sam said in a fake French accent. She was sitting on the ground with her hands tied behind her back. However the bonds were light enough that she could escape if needed.

While they were all acting their part, they were also using their enhanced hearing from their barrettes for any sign of Spider-Man, just in case he tried a surprise attack. About a few more minutes, the girls started to think Spider-Man was never going to show up and were going to call it quits. Before they could even start packing up though, Clover let out a high pitched yell as something knocked her away as the bag that was in her hands free fall to the ground. Her tiny scream immediately alerted the remaining girls' attention.

"Yee-Hah! One down and one more to go!" a cowboy voice called out from somewhere in the darkness.

"Hurry Alex, use me as a shield," Sam whispered to her only friend left.

Peter made his presence known, landing ahead of the woman and the remaining thug before coming out of the shadows so the criminal could see him.

"Alex, do you see him? Where is he?"

"He's in front of us Sammy," Alex whispered back quietly hoping Spider-Man could not hear them despite their plan having clearly backfired as the two of them slowly backed up in the alleyway.

"Now now partner, that's no way to treat a lady. Why don't you pick on someone who can actually fight back," Peter continued to quip in his fake cowboy accent and paced along with them to corner the thug.

"He's coming closer Sam," Alex said starting to panic, "What are we gonna do?" She was glad her shades hid the fear in her eyes.

Their plan obviously not playing out the way they had planned, Sam now had to come up with a plan to prevent Alex from suffering Clover's fate as well. "Alex, tighten the ropes on my wrists as hard as you can, and when you reach the fork, push me forward and run away in the other direction." Sam braced herself for the distraction she was going to create hoping that Spider-Man would choose to ensure her safety over chasing down Alex.

Peter could easily web the guy down if he wanted to. But he had no idea if the guy had a hidden weapon on him. He could not risk putting the woman's life in danger. The thug must have realized he wasn't going to gamble the woman's life too, and once he reached the fork in the narrow alleyway, he shoved the woman towards Peter and made a run for it. Catching the woman, Peter set her safely down and was about to give chase.

"Help, please someone help me. I can't see, I can't feel my hands." Sam cried out as best as she could and pretended to struggle against the ropes and shake a bit, hoping to distract Spider-Man from chasing Alex.

Peter could have easily chase down the thief and web him up. But after hearing the woman's panicked cries, he just could not ignore and leave her in her current state; even if it meant losing his only chance to take down a criminal and prevent him from harming anyone else.

"Hold on ma'am, I'll get you free." Peter said in his normal voice and helped the woman to a sitting position and began working on the gags on her wrists.

Sam was surprised when she heard the voice. She had thought Spider-Man was from the south or something when he had dropped down on her and Alex earlier, it sure didn't sound like that now.

After Peter finished freeing her hands, he began working on the blindfold over her eyes. The moment it came off she turned and pulled him into a hug.

"Oh thank you sir, thank you. God bless you," Sam said in her fake accent then gasped. "My bag! Where's my bag?" Sam cried, trying to buy Alex some extra time if she needed it.

Peter found the woman's bag and glasses and brought them back to the woman.

Sam put her fake glasses on before emptying the contents in the bag one at a time to continue stalling Spider-Man.

"Is everything there?" Peter asked, surprised that this woman had so many cosmetics and accessories inside her bag. At this rate the thief was probably long gone now.

Once every item had been taken out, Sam began putting them all back into the bag one at a time. "Yes, they're all there, thank you again. Can I get the name of my savior please?"

"I'm just your Friendly Neighborhood Spider-Man," Peter said before firing a web line, "You'd best call the cops ma'am. They can take you home and arrest that man and search for the last one," he said and swung away before Sam could even reply. Once Spider-Man was out of sight, Sam let out a sigh of relief before pulling off the wig and glasses.

"Alex? Alex where are you?" she called out in her normal voice and ran where her friend had disappeared.

"In here," Alex's voice called back, it sounded slightly echoed but was also muffled at the same time. "Is he gone? Can I come out?"

"Yeah, it's safe now," she assured her friend. Immediately the door to a nearby dumpster popped opened and Alex's head poked out. She had various tiny garbages in her wig and her fake mustache had fallen off. After she had ran, Alex had jumped and hid in the dumpster and tried to bury herself deep in the bags of garbage, she had ripped a few bags during the process.

"Where's Clover?" she asked as she tried to get out. The plastic garbage fill bags were hard to maneuver however, and it didn't take long for Alex to lose her footing. Unfortunately, she landed outside onto the hard pavement face first.

"I'm over here girls!" Clover's voice called out. They both ran where Clover's voice had came from and stopped in front of a wall. There, stuck against it was Clover. Save for her head, she was completely covered in some white substance. She looked like she had been glued on by a hot glue gun and the wall behind her was the canvas. The sight was so hilarious, both Sam and Alex dropped down and began bawling their eyes out. Their stomachs hurt so hard from laughing they held on to them still laughing. Clover however, was not amused.

"This isn't funny you know!" she snapped at her still laughing friends.

"It is from our end." Sam said and broke into more fits of laughter.

"Just get me out of this disgusting thing!" she roared throbbing her head, her face turning red in anger as the gunk jiggled a bit with every one of her movements.

"Okay, okay, I'm coming," Alex said trying to hold her laughter in as she got up on her feet, "Just hang on. Oh wait, you already are!" she joked and she and Sam fell into more laughing spells. Clover's head began puffing steam. After the two of them finally got every ounce of laughter out of their systems, Alex finally tried to free Clover. She grabbed a part of the glop with both her hands and tries to tear it off Clover with no success. She tried again, this time harder, but received the same results.

"This stuff sure is tough," she noted and was going to let go and try to and come up with a different plan... Only to discover her hands were now stuck to the big blob, "What's with this thing?" Getting irritated, she brought one foot up to push against the strong substance. That proved to be a mistake as Alex was now stuck in that position, struggling to no avail.

"What's taking so long?" Clover complained.

"In case you haven't noticed, I'm kinda stuck." Alex said, still fighting against the white glue-like goo. And without thinking, she raised her other foot to assist in prying herself off. The result was her looking like a frog unable to leap off whatever it was stuck on.

Sam had studied the scene with great interest. Wanting to examine the flypaper-like substance more closely, she took off the 5 Karat Data Processor Pendant around her neck and held it nearby the mysterious white goo. The clear crystal attached to the pendant began to glow green in response as it continued to twirl around. After some time, Sam pulled the pendant away and looked at the shiny diamond for some time before taking out her compowder, opening it, and inserting the jewel into a slot port at the side of her gadget. Looking at her compowder, she studied the data that her pendant had collected.

"No way," she exclaimed, her mouth gapped opened in a smile while her eyes twinkled brightly, "This is just simply amazing! Based on all of this, this Spider-Man guy is a pure genius!" she said scrolling through the data from the pendant, "He's somehow managed to make this from some kind of nylon based substance. And according to this, it can be adjusted to be stronger or lighter and aside from this goo form, it can even be shaped into many different forms. That certainly explains where his cables come from."

"Uh, okay, that's good and all-BUT IT DOESN'T EXACTLY GET ME OUT OF THIS THING!" Clover hollered in disbelief that her friend could possibly be going geeky when she and Alex needed her the most.

Sam snapped out of her admiration trance and closed her eyes in embarrassment, "Eh-heh, oops, sorry girls," She said before continuing to scroll through the data some more before stopping, "Well, it says here that after 1 hour, it simply dissolves away. So I guess all we have to do is wait."

"Ew-Ew-Ew-Ew-Ew! There is no way I'm gonna wait for this thing to melt into my skin!" Clover cried out shaking her head with her eyes closed, "So you like, better find another solution!"

Sam went back to her screen going back and forth through the data, "It doesn't seem to be resilient to heat or freezing. Maybe we can try one of those." Sam now just had to find some way to either burn down the goo or freeze it up.

"Sam, inside my bag you were using, the Ice Queen Perfume* is in there." Sam remembered seeing the bottle earlier when she was trying to stall Spider-Man and started digging through Clover's bag again to find it. She eventually pulled out a yellow perfume spray bottle shaped like a star. Aiming it close to the goo, Sam pressed down the spray nozzle. As soon as the bottle's blue contents touched the strange substance, the glop was immediately incased in ice. After freezing the entire substance, Sam looked around. Spotting a loose iron bar, she picked it up then used it to try and smash the ice. After some time, it finally shattered taking the goo with it as well. With nothing to hold the two of them to the wall, Clover and Alex immediately dropped down the moment the ice shattered to a million pieces. Alex landed hard on her back and banged her head a little while Clover landed flat on her butt.

"Well that went well." Alex said sarcastically while blowing warm breathes to her hands while rubbing them together to get warmth and feeling into them again.

"Y-yeah... c-c-can we g-go home now?" Clover said through chattering teeth, shivering hard while embracing herself.


*The W.O.O.H.P. Vault

Ice Queen Perfume -capable of freezing anything it comes in contact with. The breath spray has a large range and comes out in a concentrated, blue-tinted fan.


Author's Note: Who can guess the Supervillian?