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English
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Published:
2026-09-17
Updated:
2026-10-21
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49,168
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12/?
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Ultimate Spider-Woman

Summary:

After 17-year-old Penelope "Penny" Parker is bitten by a radioactive spider and becomes the hero known as Spider-Woman, she is quickly thrown into the world of heroes where she has to deal with the responsibility of looking after the city, dealing with crazy supervillains all while navigating through high school as a trans teenager.

Notes:

(See the end of the work for notes.)

Chapter 1: Itsy Bitsy Spider

Chapter Text

Midtown High School

Penelope Parker, the school's resident trans girl, sat alone at lunch, reading a comic book, more specifically, an issue about a teenage trans girl named Leona, who just so happened to be a crime fighting superhero known as the Blackbird. Penelope pushed her glasses onto her face, as she dove deep into the adventures of the teenage crime fighting vigilante taking on gang lords and drug dealers. However, she is interrupted when Flash Thompson, and his friend, Carl King threw a crumpled-up piece of paper at the girl. Nervous, but curious, Penelope opens the crumpled piece of paper, instantly regretting it afterwards. The paper showcased a drawing of herself with exaggerated masculine features, with the words "still a man." written at the bottom. Frustrated, Penelope throws the piece of paper into the trash, as Flash and Carl snicker at her.

"Hey, Pen!" Penelope's best friend and crush, Mary Jane Watson greeted, sitting at the same table Penelope is currently sitting at. Unlike almost every other student at Midtown, Mary Jane was one of the few students that treated Penelope like she was human and didn't see her being trans as a contagious disease.

"Hi." Penelope muttered, glaring back at Flash and Carl who was still laughing at her from their earlier prank.

"Everything okay?" She asked, worried. MJ looks in Penny's direction, seeing Flash and Carl.

"Just peachy." Penelope replies dryly, gripping her issue of Blackbird tightly, while trying to keep her composure.

"What's the matter, Peter?" Carl taunts, emphasizing the trans girl's dead name. "You seem pretty upset, man."

"Kind of like your father was when he had you?" She asks, turning back to her comic, earning a surprised laugh from Flash.

“Watch your mouth, boy in a bra.” Carl shouts at Penny.

"Be careful, Carl. Or else, he will throw a fit over his made up pronouns." Flash sneers, earning a laugh from Carl.

"Aren't you gonna say anything?" Mary Jane asks, giving Penelope a worried look. The brunette shook her head.

"No. They'll just laugh and crack a joke about my genitals or something, like they always do." Mary Jane sighs and gets up, walking up to Flash and Carl. She stands over their
table with her arms folded and her eyes narrowed.

"Watson!" Carl exclaims, smirking at Mary Jane. "Nice of you to finally join u-

Carl is cut off by Mary Jane stepping on his foot and grabbing him by the ear. She also does the same with Flash.

"If either, and I mean either of you fuck with Penelope again, I will make sure both of you are suspended from the football team, and from school.

"You wouldn't." Flash growled through gritted teeth. Mary Jane grabbed his ear tighter and pulled him closer.

"Try me, Flash." She warns, before letting go of both of them with a hard shove and walking off back to the table with Penelope, who was watching the entire time.

"You didn't have to do that." Penelope says softly, looking back at Flash and Carl, who were now retreating off to class.

"Wouldn't have been a very good friend if I didn't." Mary Jane replies, as the bell rang, signalling the end of lunch. Mary Jane holds her hand out for Penelope to take, which she does. The two start walking to their next class together.

"How's the HRT doing you, honey?" MJ asks gently.

“I guess you could say it’s fine. I still feel out of place in my body sometimes, but it’s not as bad as it was before I started transitioning. May says it'll be 6 months since I started E in a week or so."

"Oh, I’m so sorry, baby." MJ says empathetically, squeezing Penny’s hand. “Anything you can do to at least ease that feeling?”

“I’ve been wearing feminine clothing a lot lately but it still doesn’t go away. Not completely, at least.” Penny sighs, looking down in sadness. “I don’t know what it is but every time I see myself, I still see my old self. I still see Peter.”

“Penny-” MJ begins, but Penny interrupts her, the frustration she’s been feeling about herself boiling over all of these months.

"I've spent half a year on E and people still treat me like I'm some kind fucking... Sick joke or whatever. I still get referred to as he, I still get called Peter, and don't even get me started on the bathrooms." Penelope sighs and runs her free hand through her hair. "I feel like this shit is all for nothing. I feel like my life would have been simpler if I just stood Peter. "

Upon hearing those words, Mary Jane stops walking and Penny follows suit. She slaps the hell out of Penny, which surprises her.

"Don't ever say anything like that again, Pen. I did not spend the past few years and six months supporting you, just so you can wish you could go back to being the person you were more miserable as before."

"Why not? It might as well be the case since no one sees me as who I actually am." Penny mutters, looking away from MJ. Mary Jane grabs Penny’s face with hands, practically forcing Penny to look at her.

"Whoever doesn't see you for who you are isn't your problem. It's theirs and they need to work it out and stop being an asshole. Just because everyone doesn't see you for who you are doesn't mean this isn't a complete waste. For as long as I've known you, you've always wanted to be a girl and now you finally are, and you are not going to waste your time wishing you stood a boy."

"But-

Mary Jane covers Penelope's mouth with her free hand.

"I know what you're going to say and I totally get it. I do. But, you shouldn't let that change how you view yourself. You are a girl. You are Penelope Parker. And if anyone can't accept that, fuck them. You have me. Your Aunt. Your Uncle. Barbara. We all love and support you, so don't you ever feel like you need to erase who you are because a few narrow-minded people ignore what you are. You are also going to feel not comfortable in your own body yet, and that’s okay. This kind of thing takes time. You got all that?"
Penelope gave a slow nod before letting go of her mouth. The two stop in front of Mary Jane's class.

"Well this is it." Penelope says with a sigh. MJ squeezes her hand again, only a little bit tighter this time.

"Try to have a good rest of your day, okay?" MJ asks. Penelope nods. The two girls hug for a bit before MJ planted a platonic kiss on her cheek.

"See you after school."

"... Yeah." Penelope replies in a somber tone, feeling the place on her cheek that MJ kissed.

"Looks like someone just got bit by the love bug." Penelope hears a familiar voice from behind her tease. She smiles, knowing who it is and turns around, seeing Stephanie Brown walk up to her.

"Don't know what you're talking about, Blondie." Penelope taunts, as Stephanie wraps her arm around Penelope's shoulders.

"You stood there after Mary Jane kissed your cheek as if she said wanted to make out with you, which she probably does." Barbara quips, as Penelope laughs.

"I doubt it." Penelope replies, shaking her head. “She’s probably just being nice. Hell, I doubt she’s even into girls.”

"Why? You're hot. Tall. nerdy. And funny. Kind of like me, but to a lesser extent." Stephanie jokes, earning another laugh from Penelope.

"Shut up." Penelope says, giving her a playful shove. Stephanie chuckles.

"Seriously, though. You need to make your move. She clearly likes you."

"I doubt that. But even if she does, how am I supposed to ask her out? What do I even say?"

"Tomorrow's the field trip to the Queen Industries science division. Partner up with her before the tour starts. You know she'll be head over heels for it. While you guys are looking through the science-y stuff, flirt with her a bit. Tell her she looks cute. Then, ask her if she wants to go to Jitters. Or that fro-yo place she likes.

"You sure that will work?"

"Not at all. It's worth a shot, though."

"I guess." Penelope says with a sigh. "Anyway, I gotta get to bio before Warren beheads me in front of the class for being late."

"See you after school then, loser." Stephanie responds. Penelope and Stephanie do their signature handshake before heading to their individual classes.
_______________________________________________
Later that afternoon at the Parker household, May and Ben Parker sat on the couch, watching the news, which talked about the Titans stopping the Hulk from rampaging in Manhattan not too long ago. While Aunt May complained about all of the superheroes that had been popping up in recent years, the front door opens and Penelope walks in, exhausted from not only her long but also miserable day at school.

"How was school, dear?" Aunt May asks, as Penelope made her way up the stairs to her room.

"I got misgendered but other than that, it was fine, I guess." Penelope answers.

"You sure?" Ben asks. Penelope nods.

"I just need to lie down, if that's okay."

"That's fine, love. I'll start dinner, soon." May tells Penny. She nods and walks upstairs to her room.

"You're not really buying that, are you?" Ben questions May. May shakes her head.

"I wish she'd just open up, instead of letting whatever is bothering her eat at her."

"Me too. You think it's those boys at school messing with her?"

"It's a lot of things, and yet she always acts like nothing's bothering her."

"I'm gonna go talk to her." Ben says, getting up.

"You're not gonna try and pressure her into talking, are you? You know how snappy she gets, especially when she takes her hormones.

"No, I'm not. I'm just gonna go ask her about her day."

"Okay..."

With that, Ben heads upstairs and walks to Penelope's room. He knocks gently, waiting on her response.

"Come in!" Penelope says gently. Ben walks into Penny's room, which was messy. A pile of comics sat in the corner of her room. Posters of scientists were scattered across the floor and clothes hung out of Penelope's drawers.

"Looks like a tornado touched down here." Ben jokes, earning a chuckle from Penelope, who was injecting herself with her estrogen.

"Been meaning to clean up but school's exhausting."
"I get that, which is kind of why I'm here. Is there anything or anyone at school bothering you? I know you already said that wasn't, but you weren't very convincing, if I'm being honest."

Penelope sat there in silence. She thought about Flash and Carl's transphobic taunts during lunch. About how Sally Avril looked at her in the restroom at the beginning of the day. About all of the teachers who still called her sir, even when she corrected them. She wanted to dump all of it on Ben but at the same time, she didn't want anyone worrying about her. Especially, since he had his own problems, such as financial stability.

"No. I'm fine." Penny lied, turning her head. Ben sighed.

"Penelope-

"Ben, I'm serious. Everything is fine. Nobody's messing with me."

"You sure? Me and your Aunt know about Carl and Flash. If we need to, we'll go up to the school and-

"Ben! You don't need to do that! I promise. Everything is alright. The work stresses me out sometimes, but other than that, I’m good." She assures Ben, even though that was a total lie. Ben nods, not buying it but wanting to pressure her too much.

"Well, I'm here if you need to talk, kiddo."

"I know. Thanks, Ben."

Ben nods and leaves the room, leaving Penelope hurt and aching but she tries to suppress it and picks up a random issue of Blackbird, and starts to read it to distract herself from how bad her day at school really was.

 

Queen Industries, the following afternoon

Penelope's class stood outside the science division, awaiting the arrival of the tour guide, Walter Steele. While they waited, Penelope tinkered with her camera, trying to get it to work.

"Remember what I said?" Stephanie asks, walking up behind her. Penelope nodded.

"Tell her a few science-y facts, flirt a bit and ask her to Jitters."

"I did not tell you to do that first part."

"I know. I threw that in there myself. She likes it when I get all nerdy." Penelope says, pushing her glasses onto her face. Stephanie rolls her eyes dramatically.

"Whatever you say, Pen. Just don't fuck this up. I can’t help you if you do."

"I'll try not to."

"Good afternoon, Midtown High!" Walter Steele called out, grabbing everyone's attention. All of the students and teachers turn towards him. "My name is Walter Steele, and I am very honored to have one of the country's greatest schools to tour our labs. All I ask of you is to be respectful to me, the equipment in the labs, the staff here at Queen Industries and of course, your teachers and classmates. Any questions?"

"Will we get to meet Oliver Queen?" Asks Liz Allan, bouncing on her feet

"Likely not. He's on a business trip. Not sure when he'll be back."

"Dammit!" Liz mutters to herself.

"What's your obsession with Oliver Queen, anyway?" Stephanie asks Liz. "He sounds like a womanizing asshole from what I heard."

Liz opens her mouth to respond to her, but Walter interrupts her before she could say anything back.

"Ladies." Walter says firmly, silencing Liz and Stephanie.

"Any more questions?"

Flash raises his hand and Walter points at him. "Yes, sir?"

"Heads up, Mr. Steele, you might want to keep an eye on "Peter" here. He has a habit of creeping into the girl's restroom. Flash taunts, gesturing towards Penelope.

"Dude, could you stop it?" Stephanie asks, rolling her eyes at him.

"Why should I, Gordon? It's true. Dude thinks he's allowed in the women's restroom just because he wears dresses and takes some kind of freak pills."

"Jesus, you can't go one second without talking about her, can you?" Mary Jane asks, folding her arms and glaring daggers at Flash.

"What's there not to talk about?" Flash scoffs, walking up to Penelope, their faces inches apart. "You might wear skirts, cropped tops, and makeup, and you might grow your hair out, but that doesn't change what you are-"

"Say one more word and I'll break your nose." Petra threatens, clenching her fist, her face red with fury.

Before anything else could take place, they are separated by one of their teachers, Mr. Warren.

"Ms. Parker and Mr. Thompson, if this continues, I will have no choice but to ask you both to go back to the bus.

"But he started it." Flash whines.

"Way to take accountability, balls for brains." Penelope insults, walking away from him. Flash growls but Warren gives him a look that says "stand down or else."

"If there aren't any more questions, then we may begin." Walter says. He leads the class into the building and heads upstairs to where the labs are at. Once the class is in the labs, Walter stops the class to show off the sophisticated equipment, which had the entire class in awe, especially Penelope who took pictures of everything with her camera, which was now finally working. Walter leads the class to a bunch of caged animals such as lizards, rats, and spiders that were placed in the middle of the lab.

"What are all these animals here for?" Mary Jane asked.

"Good question, Miss...

"Watson. Mary Jane Watson. Midtown High School newspaper."

"Miss Watson. To answer your question, out in the animal world, creatures have many different mechanisms that help them survive in the wild. By studying these amazing creatures, we hope to use some of these mechanisms to benefit the human race." Walter explains. Mary Jane nods and writes into her notepad.

"Interesting." Mary Jane says. Penelope snaps a few pictures of the spiders in the display cases. Mary Jane notices and walks over to her.

"Obsessed much?" MJ jokes. Penelope chuckles.

"You could say that. Spiders are by far the most interesting creatures on Earth. I actually thought about keeping one as a pet, so I could study how it functions in its day-to-day life."

"Only someone weird and creepy would say that."

"Guess that makes me weird and creepy, now."

They both laugh. Penelope rubs the back of her neck, as Mary Jane writes something else down in her note pad.

"Are you okay? From that whole thing with Flash, I mean?" Mary Jane asks. Penny shrugs.

"If I'm being honest? No. I'm tired as hell of hearing him deadname me or call me a pervert just for existing." Penny responds, sounding upset. Mary Jane sympathetically takes her hand and brings it to her cheek.

"I'm sorry you have to deal with his bullshit. I wish we could get him to stop."

"Me too." Penny sighs, looking down with a very somber expression. Mary Jane lifts Penny's face with two fingers, forcing her to make eye contact.

"Hey. If it's any help, we could vandalize his car together for revenge."

"Really?" Petra asks, her eyes lighting a bit. Mary Jane nods with a smile.

"Yeah."

"That'd be great." Penny says, as the class moves onto the next part of the exhibit. Mary Jane and Penny catch up to the class. Walter leads them to a more technical advanced lab and began explaining what technology Queen Industries was developing. Penny took pictures of the equipment since she was fascinated by it while Mary Jane asked questions, about it, and took notes. Once she was done with that, Penny rejoins her, sighing deeply and nervously.

"Hey... Mary? Can I ask you something?" Penelope asks shyly, feeling her heart pounding as hard as a kettle drum in her ribs.

"What's up?" Mary Jane asks, turning to Penelope.

"Well, I was wondering if you wanted to-

Penelope was interrupted by a sharp, painful in the back of her neck. Penny screams and swats at her neck quickly and stumbles back, seeing that one of the test spiders had bit her on the back of the neck. The spider was still alive and crawling rapidly, looking for a place to hide.

"God, that thing is huge!" Liz shots, backing away from the spider. Flash and Carl walk over to it, taking turns stomping on it, which had almost no effect on the spider.

"Is this thing immortal, why the hell won't it die?!" Flash shouts, as Walter makes him and Carl stop stepping on the spider. He carefully picks it up and places it in a container.

"You okay, Pen?" Mary Jane asks, standing in front of Penelope, who felt herself getting dizzy. She tries to reply but the only thing that comes out is a faint gibberish sound before Penelope passes out.

"Holy shit!" Stephanie shouts, as her and another student catch Penelope before she can hit the ground.

"Did she get bit?!" Walter asks.

"I-I think so!" Stephanie responds checking Penny's neck for a pulse.

"Get a medic! Now!" Walter tells a staff member, who nods and rushes off to find someone to treat Penelope's spider bite.