After that freakish encounter Beca had, she called Jesse and Fat Amy and told them everything that had happened. Amy went and picked up Beca while Jesse went to Dr Connors' house to see if he could snag anything from his lab. The place was crawling with cops, but he was able to get a sample of the serum the scientist had used. The three friends met back at the Osborn residents in the science lab where Amy could help Beca get cleaned up and Jesse could figure out what they had created.

"This is crazy beca, I can't believe we actually made this" Jesse stated as he looked at the sample through a microscope while Beca sat on a desk and allowed Amy to attend to her wounds. "The formula he used was mixed in with a Lizard's DNA, it looks like it must've somehow altered his own DNA and turned him into one" he informed as Amy put the finishing touches on her bandages.

"Kinda like you after the spider bite, only freakier" Amy added.

"But that doesn't explain how he went all bat shit crazy" Beca replied.

"Well, looking at how this works, it didn't just alter his DNA, it altered his whole body. Everything completely changed, it's like some kinda virus" he informed again as the two listened very intently. "It could've created an alternate personality too, like a doctor Jackal and mister Hyde type of deal"

Beca and Amy shared worried and shocked glances before Beca responded. "Going back to what you said about it being a virus, is it contagious?"

"I don't know, but if it is, we could be looking at the beginning of an epidemic, like a...reptilian apocalypse or something" he warned, seeming just as worried as the two ladies.

"So that's what he meant" Beca stated in a sigh and low voice.

"What do you mean?" Amy asked.

"When Connors was the lizard, he said he wanted to cure the world of it's sickness and weakness. I think he wants to make the whole world like him" she revealed, her two friends now getting scared. "Would he even be able to do that?"

"If he mixes the formula with a biohazard chemical and releases it airborne, maybe" Jesse hesitantly replied.

"Is there any way to reverse the effects?" Amy asked.

"There might be a way, I'll start working on one right now" he stated, feeling hopeful and confident.

"I hope so, especially after what we've created" Beca replied, averting her gaze.

"Hey, this wasn't our fault Beca" Jesse assured as he came to the brunette's side and placed a hand on her shoulder. "Connors should've known better than to rush this, this is all on him"

"But why, I mean....how is it that this kinda stuff even happens?" she asked, slightly confused and frustrated. "Why can't I just worry about criminals and low lives, why do I hafta worry about these kinda guys as well? I mean even the freakin Avengers keep attracting them, what is up with all of this?" she ranted.

"Well this may sound a little corney, but that's kinda the nature of good versus evil becs" Jesse stated. "The good guys find a way to fight, and the bad guys find a way to fight back"

There was a brief pause before the dj responded. "So what do the good guys do then?"

"Learn to adapt, rise to the challenge, and let the bad guys know nothing is gonna stop you" he smiled.

Beca still seemed very unconfident about the matter, knowing her last battle with the lizard didn't turn out so well. "I don't know if I can" she admitted.

"You will" Amy sweetly encouraged. "You'll find a way, heroes always do"

Beca was able to form a small smile from the sweet assurance giving to her by her best friends. She didn't know how she could rise from criminals to supervillainy, but she wasn't gonna let that stop her from trying. She knew she would have to or nobody else would, but felt slightly more confident in her ability to be the one to take on the villain. And the next time she saw him, she was gonna take him down.

"If you want to, you guys can head out and go so something, I'll stay here and start working on the cure" Jesse obliged.

"Oh damnit" Beca suddenly realized something. "I was supposed to meet Gwen later" she sounded a little disappointed in herself.

"Don't worry, you still can" Amy assured. "I'll keep a look out for anything funny while you two are having fun"

Beca raised an eyebrow at the response. "You...are gonna keep a look out?" she didn't seem too convinced on Amy's ability now.

"What? It'll be easy, just like when I used to hunt komodo dragons when I was little" she whispered the last part, slightly disturbing her two friends.

"Uh...ok, just....be careful, ok?" Beca pleaded, as well as tryna forget the last part of what Amy said.

"Sure thing, now go see your mate" she ordered.

"She is not my mate" Beca irritably replied before standing to leave.

X

"Hey, I'm so sorry I'm late" Beca apologized as she entered Gwen Stacy's apartment home.

"It's ok, did you get held up at work or something?" she asked.

"Something like that" Beca awkwardly responded, avoiding eye contact with her special friend so she didn't catch on to anything.

"Well, ur here now and I'm really glad to see you" she stated with a sweet smile. "How long do you have?"

"Not a lot of time, but hopefully enough for us to do some stuff" she responded, feeling a little unsure considering today's events, but hopeful nonetheless.

"Sweet" she smiled. "You wanna...go to the roof for a bit?" she seemed a little anxious when she asked.

"Uh...sure, is everything ok?"

"Yea, definitely" she quickly nodded. The two headed upstairs to the roof of the building, where they had a spectacular view of the city. "Man I've always loved coming up here" Gwen sighed in astonishment.

"Me too, honestly" Beca admitted. "It makes fhe city look beautiful, like something worth protecting"

"Sounds like something Spider-Woman would say" Gwen replied in a slightly confused and suspicious manor.

"Well....I do admire her, and there are times when I wonder if she's protecting something good, this makes it seem like it is" she quickly stated, referring to how she honestly felt some times and how this view made her feel.

"I like that Beca, and sometimes I feel the same way, I wish I could give you this view everyday" she stated, almost in a whisper that soothed the brunette, but the statement worried her a little.

"Ur not like...dying of cancer or anything, are you?" Beca asked suspiciously and worriedly, receiving a silent chuckle in return.

"No, I uh..." she took a deep breath to gain the courage before speaking. "I'm graduating early" she finally admitted in a breath.

"What?" Beca furrowed her eyebrows.

"I got good grades and some top achievements, so I gotta a really good scholarship" she informed.

"And...ur leaving New York" Beca added and Gwen confirmed with a nod, tears drawing from her eyes. This was a lot for the brunette to take in, she hated loosing one of her best friends and didn't want her to leave, especially not after everything they've been through. But at the same time, she knew it would be selfish of her to hold her back and keep her away from her dreams. "I'm....gonna miss you...Gwen" she tried to fight back against the tears that threatened to break from her own eyes.

"I'm gonna miss you too Beca" the blonde pulled her friend in for a hug, both women not being able to hold back the tears that dropped on each other's shoulders. They had grown so close to each other this past year, it was terrible knowing that they wouldn't get to see each other anymore, or at least not for a long time. "But hey, listen" Gwen's voice cracked as she sniffed and pulled away from the brunette. "You'll be just fine, ok? You've got great things happening for you"

"Yea, I know" Beca sighed, tryna fight away the remaining tears. "But after everything you've done for me, I don't know what I'm gonna do without you" she shook her head in doubt, her eyes almost pleading her to stay.

"Beca" she cupped her face to keep her attention. "I know how you feel about me, and a part of me wishes I could return those feelings. But if I can't, then I'm just a distraction, and you don't deserve a distraction. You deserve someone who will return those feelings, someone-" she stopped and glanced at the view of the city.

"What?" Beca asked after a second of looking at the city too, not seeing anything and wanting her to finish.

"Someone...who when you look at her, you won't need a view like this, she'll be just like it, if not better. She'll be the one...to change your life...and brighten your world just like this view does when you need it the most" she proudly stated, watching as the brunette's eyes watered again with hope and sadness all in one. "You need to get out there and find that person, and you won't be able to if you continue to latch on to me"

Beca let out a sigh through the nose, tryna accept this and be strong, if not for her than for Gwen. Also tryna understand and accept what she was telling her. "You think I should go to my dad's college?"

"Yea, I know ur not too thrilled about the idea" she slightly chuckled and Beca followed with a smirk. "But I think if you give it a chance, you just might find something, or someone, extraordinary" she smiled confidently.

"I don't know Gwen" she sighed out. "I mean I like what ur saying, but college is not what I want for my life, it's like taking a direction that's opposite of the one you need to go to"

"Well, maybe taking the opposite direction is exactly the one you need to go to" she smiled again and in a very assuring manor. The response caught Beca off guard, not knowing how to respond. But before she could, her phone went off.

"Ughhh, sorry just give me a sec" she held up a finger to wait as Gwen giggled. Both women wiping their tears away before Beca brought her phone out and saw a text from Jesse.

My favorite nerd, 6:47pm: Call me! We got something.

Beca let a small smile play at her features as she put the phone away. "I'm sorry, I-"

"I know, it's alright" Gwen nodded. "Thanx for coming becs" she smiled.

Beca returned the smile, but was nervous to respond. "I'll uh...see you on Monday"

"That'll be great, and trust me" she let in, tilted her head slightly and placed a soft kiss on the brunette's cheek, catching her by surprise and leaving her with a fluttery heart, red face and a stomach filled with butterflies. "Ur gonna be just fine" she stated with a promising smile.

Beca returned the smile again, still flushed, and nodded before parting ways. She called Jesse immediately after leaving and received some terrific news. Apparently, according to a blue print of Connors' house that Fat Amy found, not long after connors bought it several years ago, he built in a new space under the house. It was a huge amount of it too and could also be accessed through the sewer tunnels, probably why he was crawling down there in the first place, besides the obvious of animal reasons. As soon as they gave her the news, Jesse and Amy picked her up and headed off to Amy's house.

"Guys, why are we here?" Beca asked outta frustration as they entered Amy's bedroom. "We should be out there, looking for Connors and putting a stop to him"

"We will" Jesse quickly assured. "But first, you need a suit" he pointed out as the Australian took out a briefcase from under her bed.

"And since your last one got all torn up, I think now would be a good time to test out this baby" Amy added as she opened the case and revealed it's concealed contents to the new owner.

At first, Beca wasn't so sure how she would take to this. But when she saw the suit, she couldn't find the words to describe it. "Woah, Amy" she breathed out in amazement. It was red and blue just like her last suit, but was even brighter and more glorious looking, or as some would say, more heroic. The red had an even better spider logo in the center, but with traces of black web that ran along the red material. The mask had sunglasses sewed into it's eye sockets and also had webs covering it. The whole suit was connected and blended in with each other on a ridiculous level, Beca was absolutely speechless at the sight.

"Amy I-I don't know what to say" she scoffed in disbelief.

"You can just say I'm amazing, and tell me how much you love me" she nodded with a smug grin.

"Oh and...I got you new web shooters too" Jesse added as he moved closer to the brunette with an object in each hand.

"Wwwhat!" Beca scoffed again, the boy adding to her amazement while she stared at the objects.

"Yea, I know these look like big red and blue watches, but that's so you can wear them around all the time and nobody will notice" he informed as he handed her the shooters. "But they're perfect for wearing and reloading and shooting. All you hafta do is turn that little outer layer thing a counterclockwise and the little triggers and barrels will pop out from under it" her amazement just grew bigger and bigger as her best friend continued to inform her. "And the trigger is pressure sensitive just-woah! Hey there!" he called as the petite woman jumped into his arms, wrapping her arms and legs around him.

"I do love you man" she widely grinned as she gave him tight squeeze.

"Ok ok, I love you too now loosen up please" he quickly begged with a laugh and she unwrapped herself and jumped down.

"Hey, that was mine" Amy protested.

"Yea well, I'm just better than you" Jesse crossed his arms with a smug smirk.

"Oh that's it Osborn, your dead and so are you Mitchell" Amy stated as she got up from the bed and stomped towards the two.

"Relax, I love you too" Beca laughed as she pulled her Australian friend in for a hug as well.

"So, you ready to kick some ass and save the day or what Spidey" Jesse smiled once the two ladies pulled apart, Beca giving both of her besties a very confident and eager look with an even more determined, almost evil smile. Safe to say, the answer was a hell yes.

X

Now that Beca was suit up and ready to role, she went back to the same sewers where she last fought the animal. She crawled through the tunnel while Jesse and Amy sat in the car with the sewer tunnel blueprints, guiding Beca through her earpiece as she crawled along. "Ok, I'm at the point where we last fought, with the multiple pathways everywhere" she noted as she came to a stop.

"Ok, you see the tunnel directly across from you?" Amy asked with her own earpiece as she traced the path on the map with her finger.

"Yea"

"Go the one next to it, on the left" she instructed and the web slinger did so on command. "After about thirty feet, your gonna hop out and get into a much bigger tunnel. Go right, and you should be at the area under his house" she instructed again.

Just as Amy said, the web slinger reached the more widely spaced tunnel in a matter of minutes. She went right and nearly fast walked while slightly crouched like a ninja, moving quick but staying on full alert. After a few short minutes later, she made it to the built in space under the scientist's house. It was an underground science lab, why Connors needed one underground when he had one in his house was a mystery to Spidey, but it was nothing for her to worry about now.

"I'm here, it's another science lab" she informed her friends.

"What? Why would he need another one underground?" Fat Amy whispered to her pal in the driver's seat.

"I guess Curt has more secrets than we know" Jesse responded.

"What all else do you see?" Amy turned her attention back to the task at hand.

"Uh, just mostly ur typical lab equipment" she stated as she stepped up on the platform and searched around. "There's also some cameras and other stuff you don't normally see" she added as she removed her mask to get a better look around. "There might be a recording or something, lemme see" she turned on one of the cameras and the video player that showed the scientist himself, sitting on a stool with his lab coat and that same weird scaly texture on his face.

"As a scientist, my job is to improve human life. Such a thing is not possible. Humans are weak, pathetic, feeble minded creatures. This is no longer about curing ill, it's about perfection. There will be no more outcast, no more loneliness, and no more weakness. This serum has made me strong, unbreakable, perfect, and it will be...my gift to you"

The video ended once he stopped talking, now Beca was sure that he completely went off the deep end. "Guys, I think Connors may have succeeded in turning the serum into a bio weapon, it looks like he's gonna unleash it tonight" she called into the earpiece.

"And that's not all, listen to this" Amy replied before taking out her earpiece and holding it next to the car radio.

"It's hard to describe what it is that's heading up the oscorp tower, but it definitely isn't human and it is very powerful ladies and gentlemen" as Spidey listened to the news bulletin, she looked at the plans that Connors had written on the wall and realized what was happening.

"Oh my God, Jesse you succeeded in making that cure right?" she asked in a desperate tone as her breathing hitched.

"I think so, but it hasn't been tested yet, I can't be sure if it'll work or not" he quickly explained.

"Well, tonight's as good of a night as any" she took out her phone and took a picture of the plans to send it to Jesse. "I'm sending you the plans, get to oscorp as fast as you can, I'll meet you there!" she ordered as she stuffed her phone in the bag, put her mask back on and crawled up the latter to rush out and get to Oscorp.

"Got it, we'll see you there" Jesse nodded as the two buckled up and the car rushed down the street.

X

The Lizard was at the top of the tower that would launch his new weapon and turn the entire city into a pack of reptiles. He had already exposed a few citizens to his biohazard gas on the way here and their transformation should be complete by the time his work here is done. It was setting up the serum and had just started the timer for detonation. Then he heard, "TIMBER!" before being kicked off the tower by the web slinging vigilante herself.

He landed on the hard surface and made it back to his feet in time for Spider-Woman to take a web shot at him to pull her into a kick. She bounced off the lizard and used another shoot webs and pull into kick combo to daze him before she began wrapping him up in her webs to conceal and secure the raging animal. She strung him up into a trapped cocoon like state and left him to hang and struggle in thin air.

"Doc, calm down, I understand ur reasons, but you know this isn't the way" she tried to reason with him.

"I'm trying to create a perfect world! Why are you trying to stop me!" he growled.

"Because imperfection is not something you cure, it's something you fight through" she proudly responded.

"Your just being a weak, feeble human!" he blasted back.

"If you can't be brave without battling through fear, than you can't be strong without battling through weakness, that is what humans do Connors" she proudly argued back.

The Lizard thrashed out of the cocoon and had his claws directed at the hero. She jumped outta his path, only to be caught by the foot and tossed away from the building. She shot webs to pull her back to the side of the building and clutching to it before the lizard tossed a metal, cylinder tank at her. She dodged the impact that left a frozen patch on the building before shooting a web at the reptiles face, which was immediately torn off before he swung his tail at her. She jumped off the building, causing the lizard's tail to crash through the glass wall before the vigilante ised her webs again to pull her into a kick.

The lizard slid back and lunged at the hero again, only for her to slide under him and get back to a stance on the flat surface. He threw another cylinder at her to which she dodged and grabbed it with her webs before yanking it back at the animal. It burst in his hands and turned them into ice, catching him off guard before Spidey kicked them and shattered them into a dozen frozen shards. She followed her assault with multiple flying kicks to the head before he managed to smack her away with his tail. She collided with one of the structures but was quick to get back to her feet and continue her attack.

However, the monster's hands regenerated at a rapid rate and reformed in time to fight off the masked savoir. Since she couldn't take him head on anymore, she used her webs to lift up and slam a huge metal container on the villain and gain another advantage. But just when she was about to follow up her attack, he caught her and started slamming, bitting and kicking her around. He held her up with his tail around her neck and his hands crushing her web shooters before pulling her mask of to reveal her red, struggling face with traces of blood running down them.

"Detonation in t-minus twenty seconds" the voice from the tower that held the serum announced.

"Poor Beca Mitchell, you couldn't save your motha, couldn't save the world, and you couldn't stop me, your all alone"

"I'm not alone, and I wasn't trying to stop you, or even save the world" she slightly grinned. As the voice counted down from ten, the lizard peaked up and saw Jesse placing his cure inside the tower. "My friends were" she added before being dropped. The lizard intended to charge after Jesse before his tail was grabbed as tight as it could be by the brunette. The tail came off to free the animal and he started climbing up the tower, but it was too late.

"2, 1, virus detonating"

And with that, the tower launched the serum that Jesse created and caused a cloud to rain upon the entire city. The blue snow-like particles touching the lizard himself first and causing the scaly texture on his skin to peal and dissolve off of the scientist. After he collapsed off of the tower, the rattling he created and strength he still had from still being half lizard tore down the tower and caused it to collapse with Jesse still on it. "Becaaaa!!!" Jesse screamed as he fell off the tower.

In a moment where beca's senses went in to high gear and turned everything into slow, she could tell Jesse was at a distance from the building, and she didn't have her web shooters anymore. But in that same moment, she caught sight of a large steel wire with a hook at the end of it. Judging from the roll on it, it didn't have much of a length on it, but it would hafta do. Beca grabbed the wire by it's hook and took charge before super jumping off the edge. She caught the boy in thin air before the two fell a good 20feet and were jerked to a stop by the wire.

Spidey landed on her feet on the glass side of the building, holding the wire with her right hand and Jesse with her left. "Hold on, I gotcha!" she called as Jesse swung from her arm and got to a stance on wall. He used her arm as leverage to climb up to her and she assisted in wrapping his arm over her shoulder. "Just hold on tight" she instructed as she began pulling climbing up.

"Ok" Jesse replied breathlessly, still a little freaked out by the current events. Beca then realized where one of his hands was.

"Jesse, that's my boob" she noted, slightly irritated but finding it stupidly funny that he was clutching to her so hard and not having his senses intact.

"Oh sorry" he retracted his hand further up her chest. The brunette continued to hike up the building with the Jesse on her back and was getting closer and closer to the top. They were almost there, until the wire snapped. Beca tried to stick to the wall, but for some reason, whether it was something about the wall itself or having a huge guy on her back, her hands only slid. But luckily, two hands immediately grabbed her wrist as tight as possible.

She looked up to see Doctor Connors himself grasping her and pulling the two teenagers up. However, his right arm began to come apart and dissolve as he was pulling. He used every last bit of his strength in both arms to pull the two to safety, Beca helping the rest of the way to crawl over the edge and onto the flat surface before Jesse rolled off and collapsed on the floor. Both teens gasping for air and relieved that they were safe while the scientist watched as his arm completely dissolved back into its amputated state, a single tear falling as he did.

"I'm so sorry Beca" he whispered and the hero herself turned to face her former boss, her heart sinking at hiw he looked. "I didn't want this, I just wanted to be better"

Beca couldn't deny that she felt sorry for the guy, or even knew where he was coming from. She placed a soothing hand on his shoulder before speaking. "I know doc, you just took the wrong way to do it" she said softly.

"But what about you?" he asked, slightly confused.

"My powers didn't make me better doc, being human and my friends did" and once she said that, it was like he had all the answers he needed.

"I promise, I'll do better beca" he nodded assuringly. "Thankyou, for saving us all" he complimented her and she gave him a sweet smile in return. "This city needs you, it always will, protect it as long as you live"

"I will, I promise" she nodded, knowing that now more than ever. No matter what kind of villains she would encounter, she would always be there to keep her city safe. If she could do for it's people what she did tonight, there was no telling what else she could do.

Jesse sat up and turned to face the city and Beca faced that same direction with him, watching as the blue cloud fell from the sky and covered the lights that never turn off. "You did it hero" Jesse pat her on the back, she felt a little flustered and gave him a smile in return.

"We both did it pal, we make a hell of a team" she wrapped her arm around him and the two friends shared a nice hug.

"We do that, and I save the world with you any day" he smiled and now she was really flustered. Jesse really was a one of kind friend to have and Beca didn't know how her life would've gone if she hasn't grown up with him. Definitely a buddy to keep around.

"Speaking of a team, where's amy?" Beca suddenly realized the Australian wasn't anywhere to be found.

"Uh, she-"

"Right here!" they heard her voice and turned to see the blonde gasping for air and leaning against the wall. "Did you guys miss me?" she smiled and Jesse shook his head while Beca rolled her eyes and sighed.

A/N: and that's part 2. I know this story is awfully different and maybe not what y'all were expecting to see, I hope ur all enjoying nonetheless and stay tuned for part 3 where we'll get to see more of Beca and Chloe. Thankyou all for reading and have a nice day/night.