A/N: This story was originally written during the time Peter and his family lived in Stark Tower, pre-Civil War. The Amazing Spider-Man portions are slightly AU, the Spider-Girl sections are set in the last part of the original Spider-Girl run, pre-Amazing Spider-Girl. But whatever your familiarity with the movies or comics, I hope you will find this an enjoyable standalone story. :) Thanks to Mark C, Jenn1 and Georgia Kennedy for helping me tighten this up.

Dissonance

Chapter 1: Go Home

May shot a web-blast, propelling herself forcefully away from the creature. The normally thick and sticky fluid slid right off its torso, splattering all over the rooftop.

"Not again!" she cried in dismay. "Doesn't anything work on you?"

May "Mayday" Parker, known as Spider-Girl to the rest of New York, had been desperately trying to stop the advance of this strange creature for the last 30 minutes. She had been swinging toward home, exhausted, after a day of school and patrolling…

May's spider-sense suddenly flared. Really? she thought, tired after another long day at school. I have two tests tomorrow, and I haven't even started studying… She sighed, swiveling in mid-air. May had been fighting crime for over a year now, and knew from experience never to ignore that feeling. That was one lecture her father didn't need to give her anymore. Even in her short career, terrible consequences had followed whenever she neglected the responsibilities that came with the webs.

The feeling led to the roof of the Metropolitan Museum of Art. Oh, great, she thought, an art theft is keeping me from my studies.

She alighted gracefully, and looked carefully around. Her spider-sense led her to an empty spot on the roof. Not the roof access, not an air vent, not the skylight… Just how tired am I?

If one thing could be said of May, though, it was that she was stubborn. She would figure this out, one way or another.

She began to turn in a slow circle, keeping her senses alert. A strong smell of sulphur hit her, and she took a step back. Under her mask, her face screwed up in revulsion. She spun toward the source of the foul odor. A strange being rose impossibly through the hard concrete at her feet.

The creature appeared to combine several qualities. Its 'skin' looked like ceramic, while its blank eyes glowed a faint blue. And wow, the smell was overpowering. As it rose, it grew to a height of…. well, four feet tall. Okay, whatever this thing is, I think I can handle it.

"Hey, you know, you might be new to New York…" She called out to the mysterious creature as she waved her hand across her face in an exaggerated gesture of disgust. "But you have heard of deodorant, right?"

The thing began moving in her direction, as if it had just noticed her. "That's right, I'll lead you to the nearest drugstore, if you'll just come with me. I hope you don't mind heights…"

She shot a web, intending to wrap the creature around the middle, and carry it to the street below. Although what she would do with it after that, she had no idea. The web seemed to simply disintegrate on contact. The creature was not affected in the slightest. It kept moving toward her. It was now only a few feet away.

"All right. Now you're getting a little too close for comfort," she said glibly, aiming a spin-kick at the creature's 'head.' As her booted foot connected, she felt an intense power jolt that sent her flying backward. She crashed heavily into the railing at the edge of the roof.

Not one of your smartest moves, Parker, she thought dazedly. Shaking her head to clear it, she looked up to see the being moving inexorably toward her. Whatever its original purpose, she had now attracted its attention. I think it's time to call for backup.

May clambered to her feet and shot a web-line to the nearest building. She planted her feet on the side and quickly removed her cell phone from its place in one of her wrist shooters. Looking up quickly, she was surprised to see the creature melt through the railing, and float into the air.

She started to type a few digits… then closed the phone. Who did she know that could help with this kind of foe? Uncle Phil? Her father's co-worker, Phil Urich, had always been a help to her as trainer and colleague. As a "good" version of the infamous Green Goblin, the Golden Goblin, he loved to get involved. But even with all the gadgets he had found in Norman Osborn's old stash, this was way out of his league.

And the New Warriors team that Phil still belonged to wouldn't be much help either. Not one of them had meta-abilities…

The creature was floating steadily toward her. She swung over to another building. This thing must have some sort of supernatural power. I have to keep it in sight, but I can't let it touch me. If anyone without superpowers comes into contact with it, it could kill them!

Who next? The Avengers? Most of them were as skilled at dealing with other-worldly creatures as she was – which was not at all…

The Fantastic Five? They were used to fighting enemies on a cosmic scale…

Darkdevil? His abilities seemed partially supernatural…

Wait, that's it! She gave herself a mental slap to the forehead, as she tried to keep a step ahead of the creature. She flipped open the phone again. I hope it's not too late to call…

Stinger answered after a couple of rings. "Avengers Mansion, this is Stinger."

None of the Avengers were aware of her identity, but Stinger had always been a good friend and ally. This time though, she needed to talk to someone else. "Hey, Stinger, is J2 around? This is Spider-Girl. It's kind of urgent…"

"Let me see if I can get him on the line," she promised, and the line went silent. The creature had increased in speed during their game of chase. She found herself leapfrogging from place to place. Every time the thing passed a solid object, it would either phase through or burn a trail.

"J2 here. What do you need, Spider-Girl?" J2 was the son of Juggernaut, who had decided to use his powers of invincibility for good.

Suddenly, a bolt of power shot toward her, knocking a good-sized chunk out of the wall on which she had just been perched. "Whoa!" She dodged sideways, thankful that her spider-abilities kept the phone fastened to her hand.

"What's going on!" J2 said, alarmed.

"Hey, can you get a hold of Doc Magus for me?" She careened between two buildings, trying to avoid the next blast. "I don't exactly have him on speed dial…"

"Sure, I'll call right away. Can I help out in any way?"

"Not unless you have – ack!" The creature gained a burst of speed that sent the quip right out of her head. "Just ask him to meet me on the roof of the Metropolitan Museum of Art!" She flipped the phone shut and quickly stashed it back in her wrist holster.

She had been making a rough circle of several city blocks. This thing had come out of the museum, so she suspected that it needed to return there. She sped back toward the museum, unencumbered by extraneous phone conversations.

Not too long ago, she and J2 had visited Doc Magus, the protégé of Dr. Strange. He had helped the two of them get rid of some nasty invisible demons. She had heard a few stories from her dad about working with Dr. Strange, but nothing had prepared her for the weird nightmare dimension they had entered. She had played it cool, but she still shivered just thinking about it.

This creature did not belong here, and she had no idea why it wouldn't leave her alone! Between the phasing, the way it could melt stone, and the power blasts, she was having a hard time staying one step ahead of it, not to mention that every few minutes, it seemed to develop a new ability.

Reaching the rooftop of the museum once again, Spider-Girl spun to face the creature. She tried webbing it to the concrete, but it just phased through. She tried firing her web-stingers, a trick borrowed from Ben Reilly's old arsenal, but they bounced right off. She grabbed a few large chunks of concrete loosened in the struggle, and hurled them at the creature, but they turned to molten rock.

The thing came within inches of her outstretched hands. I'm toast…

A golden glow suddenly engulfed the creature, freezing it in place. May could feel a prickle of power emanate from the bubble of coruscating light. It made her hair stand on end, not easy when covered by a mask...

She let out a breath she didn't know she'd been holding. Turning, she breathed, "Thank God, you were just in time…"

Doc Magus stood a few yards away, an eerie beam connecting his hands to the ball of energy. He was in his usual costume, full-body black, including his mask, save for a crimson-lined cape and matching icon on his chest. She had never asked what it stood for…

"Where did you come across this?" he asked her calmly.

"Right here. I was passing by, and my spider-sense flared… I think I got on its bad side."

"More likely you simply attracted its attention. This being was undoubtedly mystically linked to one of the artifacts inside."

If he hadn't just saved her butt, she would probably be annoyed at his condescending tone. But she was humble enough to know this kind of thing was not her strong suit. "Can you, you know… send it back?"

He simply nodded. He murmured a few words in a language she didn't understand, and then the circle of light expanded. She jumped back, but not before the edge touched her fingertips. "Hey!" she complained.

"One would think that you would have cleared the area by now," he said unapologetically.

Okay, now she was annoyed. "Thanks for the warning, Magey."

The glow abruptly imploded, and she was left staring at an empty spot on the concrete. "What did you do?" she asked curiously.

"In layman's terms, I told it to, ah, 'go home.' It had dissociated from its host, so I sent it to its original dimension." He then made a formal bow, and vanished.

"Not one for small talk, is he?" She shrugged and leaped back into the air. It was time to study for those tests!

May crept quietly into her bedroom, not wanting to wake her parents. After all, it was late. She glanced toward the textbooks stacked on her desk. These can wait a little bit longer…

She would have taken time to get into her PJs, but she felt an overwhelming desire to look in on her family. It was amazing how a terrifying experience could help a person appreciate what they had.

The door to her parents' bedroom was ajar. She poked her head in. Her mother, Mary Jane, murmured and turned over. Her father, Peter, opened his eyes and lifted his head to look at her questioningly. Even after all these years, his spider-sense was quite active. She blew him a kiss and mouthed the words, "Good night, Dad." He smiled and laid his head back on the pillow.

Her next stop was her baby brother Ben's room. She looked down on him in his crib, arms outflung above his head. I want to pick him up and give him a little kiss, but I don't want him to wake up… ah, what the heck. She lifted him to cradle him in her arms…

Whoosh! There was a flash of light, and her head started spinning fiercely. She blinked. Ben was still asleep in her arms, unaffected by whatever she was feeling. She gave him his kiss, and started to gently lay him back in the crib.

Suddenly, she realized something was not right. Looking around quickly, it dawned on her that this was not Ben's room. The room had tall plate glass windows, with a view of downtown. There was a crib, but it was cherry-colored instead of white. Yet this little boy in her arms was clearly Ben! But had he been wearing this white sleeper, decorated with ducks?

The door opened swiftly, just as her spider-sense went off. A man rushed into the room and froze, instantly wary of the intruder in his home. A woman came right behind him, sleepy, but frightened.

"Peter?" the woman said frantically. "Is Ben all right?"

May couldn't move, couldn't process what she was seeing. The people in front of her, they were… No, it couldn't be. They were at least ten years younger than they should have been…

Almost unwillingly, still clutching her baby brother, May spoke in a strangled voice. "Mom? Dad?"