Well, here it is, my first ever fanfic. The reason I wanted to do this was because there aren't many stories with this pairing and I felt these two work so well together that I'm surprise not a lot of people jumped at the chance. I mean, I love Supergirl as much as the next guy but there are waaay too many stories with her. Some really good some...were ok. So I figured since no one is giving her Earth 2 counterpart some love outside of a few one shots for some reason, I figured I'd boot up my computer and do it myself. For all you Supergirl fans out there don't worry I've got a separate story planned for her down the pipeline that will tickle your fancy. This one is just for me. Until then, I hope you enjoy this one. Disclaimer: Spider Man, Power Girl and all related characters are all owned by Marvel and DC comics respectively.

Chapter 1

Manhattan NY

"Not gonna lie, this beats grading papers any day."

High in the skies of Manhattan, a man in a red and blue jumpsuit with web patterns all over it and a spider emblem on the front and back of it is seen swinging through the air on what appears to be web lines. Peter Parker, also known to the world as The Amazing Spider Man has just finished his day as a science teacher at his old high school. His students have just taken a test today and now all that's left is to grade them and hand them back by Monday. That, of course, means that he is going to have a very busy weekend much to the dismay of his girlfriend.

"Can't you just hold it off and grade them throughout the week? A lot less work for you and we can spend the entire weekend together," she would say. "Besides I'm sure those little rugrats can wait another week before they're reminded that they shouldn't slack off."

"Sorry babe, but I'm not that big of a procrastinator as you are. The semester is about over and I got to get everything done in time for report cards," he replied.

Still he shouldn't be the one to judge when it comes to which one of them works the hardest. He's a high school science teacher who works part time at the Daily Bugle as a freelance photographer. Meanwhile his girlfriend is the CEO of a science research company. So not only does she have to make sure she keeps all of her employees in line, she also has to do whatever she can to keep her company afloat. Yep, definitely beats teaching moody teenagers, and taking pictures of himself for money (which his girlfriend gladly pointed out was basically prostitution to which he had no comment on that.).

He was just about to finish his patrol when suddenly his spider sense started going off. He lands on a rooftop and is perched on the edge looking at his surroundings. Henotices a bank nearby is being robbed.

"Ah, nothing like a good ol' fashioned bank heist to end what looked to be a quiet evening," said Peter as he descended from the rooftop and headed towards the crime in progress.

Inside the bank there are eight masked men with AKs holding people up at gunpoint. Four of them are looking after the hostages while the other four are loading their bags with money and gold bars.

"You guys done in there yet? It's only a matter of time before one of the capes show up," says one of the thugs.

"We're going as fast as we can," replies another.

Suddenly, four web lines have latched on to the guns of the four men watching the hostages. Four more web lines now started to latch on to the men and they all shot upwards.

"I don't know man, if a cape does show up, I'm kinda hoping it's Power Girl. I wouldn't mind being captured by her if you catch my drift," one of the crooks in the vault mused.

After they finished loading up their bags, the four men walk out of the vault and their looks of glee turned into looks of horror. Right above them there's a giant web and on it are their four colleagues. All the hostages that were being held are now gone. They all started to look at each other now realizing who's here. Spider Man slowly descends from the ceiling from behind them ready to greet them.

"I've gotta say, this is probably the most magnificent work of art I've ever seen. Truly A+ Renaissance era material. Give it to me straight guys. You think this would be perfect for the Guggenheim? I think this would take a massive dump on whatever work of art guys like Pollock and Duchamp have on display." Spider Man quips to the remaining thugs.

"WASTE HIM," one of the thugs shouted and two of them fired their guns while the other two were making a break to their getaway car.

Spider Man shoots back up into the air in time to avoid the gunfire, does a front flip in midair and fires two web lines to relieve the thugs of their guns. He then proceeds to take down the two thugs. He does a hurricanrana on one of them.

"I knew my short lived career as a pro wrestler paid off in the long run," he quips while punching the other guy out from behind when his spider sense picked up on the man approaching him. "Well that takes care of these guys. Now to go after that car."

He leaves the bank to go after the car only to find the vehicle stationary and completely totaled. Almost as if it slammed into a brick wall.

"Hey Spidey, are these the perps you're looking for?" asks a feminine voice.

The spider themed hero looks behind him and sees a beautiful woman with blond hair that's in a bob cut and stunning blue eyes. Her costume consists of a leotard that has an opening on her chest that shows off her cleavage, she has blue gloves blue boots and a small red cape that's over on one side.

"Power Girl. Great timing," Spider Man says with a hidden grin.

"I was about to head home when my super hearing picked up everything that was going on," replied Power Girl.

"You know, I can't help but overhear one of these guys say they were hoping I was going to be the one who shows up and apprehends them. While I'm flattered that one of you boys would gladly give me that honor, I'm afraid I have to break all of your hearts when I say this: I already have a boyfriend." She then looks over to Spider Man and gives him a tiny wink.

"Well shucks, and here I was about to ask you out to dinner and a movie. Whoever this guy is, he must be one lucky son of a gun," Spider Man says as he wraps the thugs in web cocoons from the shoulders down and have them hanging from a lamppost.

"I get the feeling that I was the lucky one," replies Power Girl who gave out a warm smile. Police sirens can be heard from a distance.

"Well, I love to stay and chat with you some more but I really gotta be heading home." Spider Man says as he leaves the crooks hanging.

"Any big plans for the weekend?" the blond heroine asks.

"Work, work and more work," replied the human arachnid.

"BOOOOORING. No wonder you can't get a girlfriend. Always so busy and no time to have some fun," says Power Girl.

"Who says I don't already have one? Besides, I'll just promise her sex afterwards if she's patient enough," Spider Man replies as he web swings away.

"You better keep up on that promise," the heroine muttered to herself.

Brooklyn

After doing one last patrol around the city, Peter finally makes his way home to an apartment complex in Park Slope, Brooklyn. Granted the apartment is not really his. He only just moved in about a year ago. The apartment actually belongs to his girlfriend, Karen Starr. He had to admit, Karen's apartment just craps all over Peter's old one in every way. It's bigger, cleaner and it has a nice view. The neighbors are very nice too, unlike the neighbors in Peter's old apartment where they don't even say hello to him when they walk by. It's not surprising that the CEO of Starrware can afford a place like this. Peter is sure that even with a teacher's salary on top of his freelancer's, he wouldn't be able to. The least he could do was help pay part of the rent. After taking off his costume and a nice shower, Peter put on some more comfortable attire, which was and simple black t-shirt and sweatpants.

"NO, BULLSHIT," exclaimed a female voice coming from the living room.

Peter goes to where the voice was coming from and he finds his girlfriend sitting on the couch playing Uncharted 4: A Thief's End. She's wearing more comfortable attire as well, which is a simple white t-shirt that has the word's "I'm unstoppable" in bold red letters written across her chest and a pair of shorts. On the kitchen table are bags of what appears to be Chinese food. Sitting beside her on the couch is her cat Stinky, who is just lying on his side lazily watching his owner get her ass kicked by a video game.

"Grrr, how was I supposed to know that that guy was shooting at me from behind?" Karen rants.

"Maybe because you keep trying to go in guns blazing. Ever heard of check your surroundings and patience is a virtue? Got me out of plenty of dangerous situations," says Peter.

"Oh, I'm sorry wise one, unlike you and Mr. Nathan Drake here, I'm bulletproof. Normally, I wouldn't have to worry about gunfire," the blond replied.

"You know you can't ALWAYS rely on your physical strength and brute force to solve every problem," her spider boyfriend advises.

"Well, it got me out of plenty of dangerous situations. You have your ways of doing superhero stuff, I've got mine," Karen says back.

Peter chuckles and shakes his head. He really loves this woman but she can be so damn stubborn and arrogant sometimes. Karen eventually turns the PS4 off and shifts around the couch to look back at Peter, "I bought some takeout. You know, one of us has to learn how to cook sometime."

"We're New Yorkers, babe. Pizza and Chinese food is what we live off of," Peter replies.

"Hmm, this coming from a guy who has an aunt who feeds him a lot of homemade food. Maybe you should call her up and have her make something for us. That shepherd pie she made for us last week was the bomb," Karen suggests.

"I could, it's tempting even because I agree on the last part, but I can't do that to Aunt May. I promised myself that when I get out of the house I have to look out for myself. I can't just keep running back to her whenever I need something…even when she's trying her damnest to get me to cave and do just that," her boyfriend chuckles at that last part.

"And you say I'M the stubborn one?" Karen also chuckles. Peter takes two of the boxes of food from the bag, walks over to the couch and give one of them to Karen.

"By the way, thanks for helping me out with the bank heist earlier," the spider hero says as he sits down next her.

"No problem honey. By the way, I heard what you said to those guys at the bank earlier about your little decoration. How are you going to put your "work of art" back at the bank in a museum? Don't your webs dissolve in about an hour or so? Even if you could put it in a museum it wouldn't last very long," Karen says with a smirk as she starts chowing down on her noodles.

"I'm sure I could figure something out. Been meaning to tweak my web fluid a bit so that the webs can last a little longer. Maybe your guys and gals at Starrware can help me out with that," Peter suggests as he eats his stir fried rice with chicken teriyaki.

"That would mean having to explain to them why Spider Man of all people want Starrware's help in creating brand new web fluid," the heroine replies.

"The same reason why Power Girl asked to borrow some of their "make it all better" goo to repair the city after you and Atlee stopped that one crazy chick with the spellbook. I'll just tell them that I need it to fight….er…Sandman…..or….whoever. Besides you guys pulled through for me when I needed a costume to fight Electro. Why should it be any different?" Peter retorts.

"I guess that's true. So, who's turn is it to give Stinky his bath?" his girlfriend asks.

"I think it's your turn," answered Peter.

"Noooo, I remember washing him last time. Now it's your turn," Karen tries to correct him.

Peter looks over at the PS4 by the TV and an idea popped up in his head, "Tell you what, how about I play you for it." He then picks up two controllers and hands one of them to his girlfriend and then holds a copy of Mortal Kombat XL in front of her. "Loser has to wash Garfield over there," He motions his hand over to the cat who is still lying next to his girlfriend.

"You're on arachnid. My Cassie is going to mop the floor with your Takeda." Karen says as she grabs the controller.

"Yeah, we'll see about that," Peter smugly says.

Some are probably wondering how and when did Spider Man and Power Girl become a couple? Flashback to three years ago when the Sinister Six were once again causing some serious trouble for the wall crawler. Doctor Octopus, The Vulture, Electro, Kraven, Rhino and Sandman all seemed to have a huge advantage on Spidey. All hope seemed lost until the Justice Society of America showed up. The Flash (Jay Garrick) Green Lantern (Alan Scott) Hawkman, Doctor Mid-Nite and, of course, Power Girl all saw what was happening and immediately came to the web slinger's aid.

Since then Spider Man has found himself fighting alongside either one or all members of the JSA at some point or another until the day he became an official member of the team. Spider Man was already very familiar with the JSA with what he had read in the history books and seeing them in action on multiple occasions. Meanwhile the JSA had been keeping tabs on Spider Man and his series of heroics. When the hero first arrived on the scene they didn't know what to make of him. Is he a criminal like the Bugle said or is he really a force for good? Their occasional team ups thankfully put those questions to rest as it confirms that Spider Man is in fact the latter. The wall crawler has been a great asset to the JSA and has helped them out on numerous circumstances. Whether it's to lend an extra hand fighting a big supervillain or they need his scientific brain if guys like Mr. Terrific or Doctor Mid-Nite wasn't available.

Even Power Girl had the pleasure of fighting alongside the spider hero, and the two became friends real quick. Whenever the two team up they feel at ease with each other. Karen finds Peter's sense of humor to be quite refreshing. Granted there are times when some of his jokes don't hit and she finds herself rolling her eyes at the cheesiness of his one liners, but Spider Man's humor and quips were a great distraction when dealing with a dangerous situation. It eases the tension and most importantly it hides away any weaknesses their enemies could and would use to their advantage. Even though Peter never admitted it to Karen, she already had an idea as to why he does it the more she got to know him. She also notices that he can be a total dork sometimes too. When they talked to each other for the first time, Peter would say some of the most awkward things and he would never stop talking. When she finally got to see his face she could also see that he is trying his hardest not to stare at the boob window whenever they're in a conversation. She thought his quirkiness was quite cute to be honest, and she always had a thing for the shy geeky types. Which is why when they started dating she would often tease him just to get him flustered and see how he reacts. Peter likes being around Karen because of how confident she can be when she's being Power Girl. Sure she can be a little too confident and in some cases quite arrogant, but for someone as powerful as she is he can understand how hard it is not to be. Still, it was nice to finally meet another hero who is just as, if not more, optimistic as he is, so whenever these two heroes are in a room together, expect a lot of witty banter between them. Banter that went from being friendly to flirtatious once the two of them started getting serious.

Peter would be lying if he said that he didn't have a small crush on Karen the moment the two of them met, and Karen was the same way even before he revealed his identity to her.

Their feelings for each other didn't really come full force until the day Karen started to have doubts about her own existence. She started to wonder if whether or not she was actually Superman's cousin, or if she's even from the planet Krypton. Has her whole life been one big lie? Does she even have a past? It didn't help when a supervillain know as Psycho Pirate tried to drive her insane by putting in her head visions of possible origins. When Peter found her sitting solemnly on a bench at the JSA headquarters he approached her, and asked her what was wrong. Karen was trying her best to pull herself together, but couldn't and broke down in front of Peter. She told Peter about her little meet and greet with Psycho Pirate and Peter held her in his arms and gave her words of comfort.

"False memories or not, you're still you Karen. Psycho Pirate's insane and he's just trying to get in your head. You know what I see? I see a remarkable woman, who is willing to put her own life on the line for others. Someone who would just throw herself into danger without a second thought and also has a good heart, showing compassion to even some people others would think don't deserve a second chance. Even if you think everything you know about yourself may or may not be true, know that there's at least one person out there that still thinks you matter in this world, and you're looking right at him."

It was at that moment Karen realized something, "Oh my God. I'm falling in love with him."

She then did the most logical and risky thing to do in a situation like this. She grabs Peter's head with her hands and gave him the most passionate kiss she could muster. Peter who was shocked at first responded to the kiss a split second later. The two began dating shortly after.

One year into their relationship, a crisis happened. Alexander Luthor (The Lex Luthor of Earth 3) the Superman of Earth 2 and the Superboy of Earth Prime all broke out of the pocket dimension from which they had shut themselves away in after the last crisis. Apparently they didn't like the way this "New Earth" they left behind turned out so they decided to use the remains of the Anti-Monitor and build a machine that would bring back the multiverse. While Spider Man was away to help Batman and the Justice League fight an evil supercomputer in space, Earth 2 Superman tracked down Power Girl and after a conversation with a very ill Earth 2 Lois Lane, she finally remembers who she really is. It turns out that she is from Krypton but in another universe, which makes sense since her Kryptonian name was Kara Zor-L and just recently another Kryptonian arrived on Earth who also goes by the name "Kara Zor-El" but just happens to be in her late teens while Karen is in her mid-twenties. Not to mention to two look almost identical, almost like they could be siblings. However before she could do some catching up with her real cousin and his wife, they both tragically died. Lois died due to natural causes, while Kal-L died while helping "New Earth" Superman fight Superboy Prime.

Later, while on a rooftop and dressed in their hero attire, Karen told Peter about everything that happened while he was away and she says that while she's happy that she finally remembers who she is, she's not happy with the fact that she now realizes that everything and everyone she knows no longer exists and the last two people that represent what was left of her previous world are now gone. It pains Peter to see his usually confident and strong girlfriend look so…broken. Karen told Peter about Kal-L and how her cousin was like a father figure to her.

"Do you know what it's like to lose someone you've come to know as a father? Someone who you look up to for guidance?" She asks her boyfriend.

"….Yeah…As a matter of fact I do," Peter answers her.

He then told her about his Uncle Ben and how much of a father he was to him. He was killed by a burglar who tried to rob him and Aunt May. Believe it or not, that burglar ended up being the same crook Peter saw rob the office of a fight promoter during his days as a pro wrestler. Apparently he didn't think it was his problem so he let the fugitive run by…only for it to come back and bite him in the ass days later.

"If only I had stopped that guy when I had the chance, Uncle Ben would still be alive," Peter solemnly says to his girlfriend.

"You didn't know. It could've happen to anyone," Karen says to him trying to give him comfort. She reaches out and grabs his hand. Peter takes her hand and gave it a light squeeze

"Yeah, well, that was when I learned the hard way the word of advice he was trying to give me before he died: With great power, comes great responsibility. I didn't understand what he meant by that at first. Now I do."

"Those are some wise words. He must've been a great man," the Kryptonian says to the wall crawler.

"Yeah, he was," Peter says with a warm smile.

That was when they realize they have more in common than they thought. Both of them had to deal with personal tragedies in their lives. Peter losing parents he never knew, losing his Uncle, his first real love and even some friends, and then there's Karen who had it worse. She lost an entire world as well as two people who might as well be her parents. It was because of this conversation Karen understands why Peter cracks jokes when he's Spider Man and Peter understands the reasoning behind Karen's usual bravado. They're emotional barriers each of them use as a tool to hide their fear and insecurities. Of course, they will never admit that fact to each other. The two heroes begin to lean into each other as they let the silence and each other's company sooth them.

"Wait…you used to be a wrestler?" Karen now begins to ask.

Peter starts to chuckle and a more light-hearted conversation ensues.

These last three years have been quite a wild ride for these two. Neither of them have no idea what one of them would do without the other. They give hope to not only the people of New York but also to each other.

Throughout their careers as costumed heroes, both Spider Man and Power Girl wondered if each of them could ever be truly happy. Now they realize they can be.

So that concludes the first chapter of this little story. This was only to establish Spidey and PG as characters and where they stand in their relationship. The next chapter is where the real story begins. The Spider Man I'm using in this story is inspired by J Michael Straczynski's run on Amazing Spider Man (You know, the one before One More Day ruined everything). I really like the idea of Peter being a school teacher. It really shows him as being more of an adult by helping kids through problems he had to deal with when he was their age. As for supporting characters, don't expect characters like the Avengers to show up in this fic. Only Spidey and any character related to him will be making appearances. Other than that everyone else will be from DC. Think of it like, "What if Spider Man existed in the DC Universe?" Be sure to leave a review and tell me what you think of the story. Chapter 2 will be coming soon.