The Midtown High school bell rang, screeching throughout the school and signaling the end of third period. Students piled out of their classrooms as they chatted with their friends on their way to the lunch hall, some were already in line with their trays in hand.

Katherine cringed as ladle full of slop was slapped onto her tray and the lunch lady smirked at her.

"Now what do we say?" The lunch lady asked in her gravelly voice.

"Thank you?" Katherine asked and the lunch lady nodded with a laugh.

"What you should've said was that she sucks at cooking." Gwen says walking up to them as everyone looked on.

The lunch lady abruptly stopped laughing and glared at Gwen "Stacy..."

"What poison have you got cooked up today, Bertha?" Gwen asked as she looked at Katherine's tray and cringed "What even is this?"

"Oh come on! They're obviously eggs." Bertha stated.

"Yo what!? These are eggs!?" A random student shouted as the slop was dripping from his tray.

"I legit thought they just vomited in the bowl and decided it would be our lunch." Another student stated.

"Let me just do you a favor." Gwen said taking Katherine's tray and pouring the slop back into the bowl "Kat and I have our own lunches but thanks for trying Bertha."

Bertha growled as Gwen smirked at her while draping her arm over Katherine's shoulder. She led her away from the line as people watched them when they passed, whispering to each other and gossiping on why Gwen was so affectionate to Katherine.

"Ignore them, they're just jealous." Gwen said to her.

"Jealous of what?" Katherine asked.

"Jealous that they aren't friends with a pretty girl like Katherine Danvers." Gwen said with a wink and Katherine blushed.

"Hey Kat! Gwen! Over here!" A young man called over and they saw their childhood friend waving them over to his table.

He was a skinny young man with short brown hair, brown eyes and peach skin. He wore a green flannel with a white shirt underneath, blue jeans, black sneakers and a pair of glasses with brown rims. This was the best friend of Katherine and Gwen plus nerdy science kid, Peter Parker.

Gwen chuckled as both her and Katherine sat down "Hey Pete."

"Causing a scene yet again, I see." Peter teased.

"She is known for that." Katherine said in agreement.

"Hey, if it wasn't for me, you'd be taking a one way trip to diarrhea dynasty." Gwen said as Peter laughed.

"Well now I don't have anything to eat, so thanks I guess." Katherine said with a sigh.

"When I told Bertha that we had our own lunches, I wasn't lying y'know." Gwen informed, taking out three sandwich containers "From your favorite café too."

Gwen tossed one over to Peter who barely caught it and handed one to Katherine while both individuals were surprised by this. Katherine opened the container and took a bite of one of the sandwiches, eyes widening gleefully.

"Wow! Thank you so much Gwen! They always have the best sandwiches." Katherine expressed taking another bite and Peter nodded in agreement.

"So that's why you were late today." Peter said.

"Yeah...that's why." Gwen replied a little nervously.

"While I'm not a big fan of you skipping, I really appreciate this. Thank you Gwen." Katherine said with a smile as she held onto her hand.

"Anything for you..." Gwen said as she smiled at her and connected their hands but their intimate moment was interrupted by Peter clearing his throat and Gwen pulled back "...for you guys. Anything for you guys is what I meant to say."

"Right..." Peter drawled out as Katherine blushed and Gwen refused to make eye contact with him.

"And the losers table is exactly how it should be," Madison stated walking up to them with her posse "Full of losers."

"Oh no..." Katherine muttered.

"What do you want, Madison?" Gwen asked as she glared at them.

"Oh nothing really, just wanted to issue a warning to little miss Danvers over here." Madison said, slamming her hand onto the table and smirking at Katherine "Try to make any moves on me tomorrow and Flash is gonna give you a new type of sandwich."

Flash stepped forward and cracked his knuckles with a smirk "The knuckle kind."

Flash Thompson, the young rising football star of Midtown High and resident bully on the male side of the school. He was a large and muscular young man with stylized blonde hair, blue eyes and he wore a blue sports jacket, a white shirt, dark blue jeans and red sneakers.

"That was smart, you two come with that all on your own?" Peter asked and they looked at him as Gwen smirked.

"What was that!? You wanna start something Parker!?" Flash asked, grabbing Peter by the collar.

"Let him go, Flash!" Gwen shouted, standing up but Katherine stopped her by grabbing her hand.

"No! G-guys please, we don't have to do this." Katherine reasoned.

"Whatever 'this' is, it's over." A voice stated and they all looked to see Mrs. Garfield glaring at them with Monica next to her "Flash, put Peter down, now!"

Flash let go of Peter with a fake smile on his face "Of course, Mrs. Garfield. We were just doing some friendly roughhousing, that's all."

"You and Peter are friends?" Monica asked.

"Yeah/Hell no!" Both Flash and Peter stated.

"In any case," Mrs. Garfield stated as the bell rang "If I spot any of you causing a ruckus like this again then it'll be an immediate trip to the principal and I can promise you a suspension, understood?"

They all nodded albeit reluctantly as Monica held in a laugh "Good, now all of you get to class."

Madison and her posse walked away as Peter and Katherine stood up and they all headed to their classes with Monica walking with them.

"Sorry about that guys, you know how she can be." Monica apologized.

"I-It's fine Nica, I'm just glad a fight didn't break out." Katherine said with a relieved sigh.

"Gwen would've made sure of that." Monica teased as Gwen rolled her eyes.

"Someone needs to knock some sense into those two and I'm more than willing to." Gwen said with a shrug.

"Your girlfriend is something else, Kat." Monica continued to tease.

Gwen softly smiled as Katherine blushed "S-She's not my girlfriend!"

"Could've fooled me." Peter said as Monica started laughing at how red Katherine was and Gwen playfully punched Peter's shoulder.

~

Three jets soared in the air in tandem and they parted as they flew in an arc, leaving streams of smoke as the students watched on in awe. Mr. Romanoff let out a laugh at the looks on his class' faces as they were led back inside the airbase/museum.

"And that was just them showing off, it is much more impressive in real combat." Mr. Romanoff stated.

"Right you are, Mr. Romanoff. Were you a pilot?" The tour guide asked.

"I was many things back in the day but I am sure these children don't want to hear about my old stories, teach them about these planes." Mr. Romanoff said with a grin and the tour guide nodded with a giggle.

"Now kids, these planes are very old and I advise you not to touch any of them but you may admire them in your assigned groups. I will be coming up to each of you and explaining certain aspects of the plain you are looking at." The tour guide explained.

"Alright, you heard her. Split up in your pairs and enjoy yourselves." Mr. Romanoff instructed as everyone split up.

Some pairs were quite friendly with each other and talking while some were still having awkward small talk but some downright hated each other and by some I meant Katherine and Madison.

"Argh! I can't believe I have to spend my whole day with a dorky dyke like you!" Madison let out in frustration.

"L-Look I'm sorry you have to go through that but can we at least act civil with each other for the time being?" Katherine asked with her hand held out.

Madison looked at her then at her hand then back at her "Fine, but you follow me, got it?"

Katherine sighed as she pulled her hand back "Fine."

"Good, now come along." Madison said starting to walk away "Oh and stay at a distance, who knows what you dykes have."

"C-can you stop calling me that, please?" Katherine asked.

"What? It's what you are, isn't it?" Madison asked and Katherine just sighed as they continued to walk.

From another corner of the base, Gwen watched them with a keen eye as her partner, Victoria, gushed over the jet they were in front of.

"Ooh, that one's pretty." Madison stated, pointing at one of the gold jets.

"I doubt that thing could even get in the air." Katherine said.

"That's the thing Danvers, no one cares about your opinion." Madison stated, going towards the golden jet and Katherine rolled her eyes.

She was about to follow her but stopped when she spotted a very damaged jet exhibited not too far away. She curiously made her way to the damaged jet and looked at the pedestal that presented information on them, surprised to see who the jet belonged to.

"Captain Danvers...?" Katherine muttered, getting a strange feeling from the jet.

"Danvers!" Madison shouted walking over to her "What happened to following me at all times!? Are you as deaf as you are gay!?"

"N-no, I was just-" Katherine tried to explained but Madison didn't care.

"I don't wanna hear it! I swear when we-" Madison was suddenly cut off by an explosion not too far away from them and a mad cackle reverberated in the air.

Entering through the smoke was a short mutated man with pale sandy brown skin, glowing yellow eyes and pointed elf-like ears. He wore blue clothes with orange pumpkin-like armor over them, a brown belt with brown pouches, iron boots and an orange hood. In his hands were pumpkin shaped bombs and he was rising on a metal glider with pumpkin thrusters. This was recurring villain and terrorizer of New York, Hobgoblin.

"HAHAHA! HEHAHAHAEHA! Sorry for the intrusion but I need to borrow a few things, you wouldn't mind, right? HEHAHA!" Hobgoblin laughed maniacally as he threw the bombs and they exploded upon contact with the ground.

Everyone ran and screamed in fear as the Hobgoblin began his devastating search. Katherine started to run but she saw that Madison wasn't moving.

"Madison come on!" Katherine shouted but it was no use, the girl was completely frozen in fear "Madison!"

Hobgoblin started collecting parts from different jets and ships but then noticed Katherine trying to pull Madison away.

"Oh? Struck by fear are we!? Here, I have a remedy for that! HAHA!" Hobgoblin shouted as he threw a bomb at them.

Both widened their eyes in fear at the incoming bomb but then it was suddenly caught by a web and thrown back at Hobgoblin who barely dodged it as it exploded behind him.

"Oh come on!" Hobgoblin shouted, knowing who was here.

"Funny, that's what I say every time you guys show up." A female voice stated as a woman swings onto the tip of a jet.

The young woman was thin and lean but with an hourglass figure. She wore a black and white spandex suit that included a hood and pink designs within the hood and on her arms with blue spider web outlines as well as cyan ballet shoes. This was the famous superhero of New York, Ghost-Spider.

"You always ruin my fun!" Hobgoblin whined.

"When that fun threatens people's lives, we start having problems." Ghost-Spider stated, cracking her knuckles.

"Huh, something Gwen would say..." Katherine muttered with a small smile.

Hobgoblin let out a screech as he threw bombs at Ghost-Spider but she dodged them and started swinging away. Machine guns were activated from the glider and they started firing at her but she managed to stay faster than them.

"Madison come on!" Katherine shouted, slapping her which helped regain her senses.

"Huh? What? Danvers?" Madison asked with wide eyes.

"C'mon, we have to get out of here. It's too dangerous." Katherine informed but then they both heard the sounds of a metal bouncing.

They both turned to look and saw one of Hobgoblin's bombs rolling towards them. Katherine, Madison, some classmates that noticed and Ghost-Spider widened their eyes in shock and fear as Hobgoblin laughed.

"Madison watch out!" Katherine shouted, pushing her away as the bomb exploded and knocked Katherine back and right into the damaged jet.

"NOOO!!!" Ghost-Spider screamed.

The explosion had reignited the jet and the engine sparked with an orange glow, causing it to explode as well as an orange sphere of energy surrounded it and Katherine. The energy went into Katherine as her eyes glowed orange and once the energy was gone, her burnt and inured body slumped to the ground.

"Katherine!" Ghost-Spider shouted, swinging over to her and picking her up "Stay with me, please! Please be okay!"

"G-Gwen...?" Katherine asked as her vision blurred and Ghost-Spider's voice became distant then everything went quiet and Katherine's vision went black.