Arnold: It's a crossover. Between two unlikely universes.

Helga: Why does this even exist? Spider-Man and Pepper Ann are as different as day and night.

The town of HAZELNUT... it's a pretty average place, full of average people living simple, normal lives.

Phoebe: Or so we thought.

while some are are "natural" citizens most of the town residence are people from much BIGGER towns and cities, who move to town for "better" lives.

one such person was Lydia Pearson. who was a single mother who moved back to Hazelnut with her daughter Pepper Ann.

Arnold: Mrs. Pearson is not a "single" mother. We CLEARLY see Mr. Pearson in several episodes!

Helga: Maybe this author means Pepper Ann ONLY lives with her mother, which she does.

but, ANOTHER person was to return to the small, quiet town...with her "special" grandson

[Hazelnut High School, Noontime]

a fourteen year old girl in glasses with Strawberry Red hair and, wearing a purple shirt and yellow skirt rushed into the school halls.

"oh, FUZZY! i can't believe I'm late!" said the girl

just as soon as she dashed into a corridor-


the girl bumped into someone and fell on her rear. she looked up and saw Princible Hickey...her "worst enemy"

Arnold: Yes and YOUR worst enemy is apparently Spellcheck.

"P-Princible HICKEY!"

the middle-aged man scowled at her.

"well, well...i fit isn't PEPPER ANN PEARSON. and, late for class AGAIN I see...(tsk-tsk), you haven't changed one bit since Grade School."

Pepper Ann stood up.

"S-Sorry, Princible Hick-"

"just get to CLASS. I'll speak to your mother about this later."

the redhead grumbled. she then walked off.

"and, remember: NO RUNNING IN THE HALLS!"

Pepper Ann growled in her throat.

"man, can this day get any worse?"

Pepper Ann walked into her classroom. naturally, all the other students were already seated...and the teacher scowled at her.

"Ms. Pearson...your late again. I'm afraid I have to issue you a DETENTION SLIP."

the man handed Pepper Ann a pink piece of paper. Pepper Ann groaned as she squeezed the paper and stuffed it in her pocket.

"stupid, blasted-"

"please take your seat, PEARSON."

Pepper Ann sighed, then walked over and sat on a chair. sitting right next to her was a girl with long, light blonde hair who wore a light blue sweater, dark pink skirt and a long-sleeved sweater tied to her waist.

"late again, I see." said the girl in a "timid" sounding voice

"gee, what was your first clue, NICKY." said Pepper Ann

Pepper Ann then sighed.

"man, I sure wish Milo wasn't spending the weekend with his dad...I miss him already."

"as do I. but, we'll have to make the best of it." said Nicky

just then, Princible Hickey walked in.

" Princible of this fine school. it is my jo-I, err...mean HONOR to introduce a new student to our fine institution."

at that moment, a brown haired, blue eyes teenager walked in. wearing only a simple short sleaved shirt, blue jeans and a backpack.

"Class...this is Mr. Peterson Benjamin Parker. he just moved to Hazelnut from New York, so...let's make him feel at home."

Peter waved at the other, smiling timidly Nicky was the first to smile and wave at him...Pepper Ann just stared.

"peter... hmmm...why does that name sound so FAMILURE."

Arnold: Errors. Errors everywhere.

Rhonda: I want to vomit simply reading THIS section alone.

"Mr. Parker...please take your seat." said Hickey


Peter walked over and sat down quietly.

"now, Mr. Carter...continue with the lesson."

Hickey then walked off. various kids stared at Peter and began talking quietly (Trinket and Alice Kane, mostly)

Peter just sighed sharply.

[Later, After School]

Pepper Ann and Nicky Little walked out the school building. it was at that moment that Nickey saw Peter walking alone.

"hey, Pepper Ann...why don't we go over and talk to Peter."


"well, he IS new here. we should be civil and make him feel comfortable here at Hazelnut."

Pepper Ann scoffed.

"why should ANYONE be comfortable here!, Hazelnut is such a boring town."

Nicky glared at Pepper Ann, growling a bit.

"but, I guess it couldn't hurt to talk to him." said Pepper Ann nervously

Nicky smiled. the two then walked over to Peter.

Nicky was the first to approach him.

"Excuse me..."

Peter looked at the two girls.


"Hi, my name is Nicky, Nicky Little. and, this is my friend: Pepper Ann-"

Arnold: So far this isn't feeling like a crossover. Just a remake of the episode "Old Best Friend" with Peter Parker as a less-annoying Brenda.

"Pearson?" said Peter, as if excited

Pepper Ann eyes him.

"you...KNOW me?"

"of course i do, we're OLD FRIENDS!"

Pepper Ann still looked confused. Peter then sighed sharply.

"hold on."

Peter reached into his pocket and took out a pair of black rimmed glasses. he put them on, and after a few minutes...Pepper Ann stared in shock.

" gosh, PETER!"

Peter smiled sheepishly. Nicky then looked at both of them.

"am I...missing something?"

"Nicky, this is PETER PARKER! he's an old friend of mine, I knew him LONG before I ever moved to Hazelnut!"

Peter nodded, then removed his glasses.

"we were only young kids at the time. but, Pepper Ann moved away a long time ago...I never saw her again after that."

"why, that's wonderful! uh, that your here NOW, I mean." said Nicky

Pepper Ann looked at her friend.

"so, Pete...what have you been up to the past several years?"

Peter darted his eyes, as if thinking (and, worried) about something.

" know: THIS...and, THAT. I try not to dwell on the past that much."

"what about your Aunt and Uncle, how are they doing?"

Peter looked a little pale.

"Aunt May is fine."

Pepper Ann raised an eyebrow.

"what about your Uncle Ben?"

Peter looked down.

"let's just say...New York can be a "dangerous" place. and, Aunt May decided to move here to Hazelnut after..."

Nicky gasped.

"oh my..."

"Uncle Ben is GONE?" said Pepper Ann, stunned and shocked

"man...I-I can't believe it! and, he was such a nice guy, too.

"yeah...well, as I said: I try not to dwell on the past."

Pepper Ann nodded.

"right. SO, you want us to show you around?"

"SURE!, I'd love to."

"Kay, let's go. I have TONS of things to show you."

"EEK!" shrieked Nicky

"what?" said Peter


Peter looked and saw a small Spider crawling down is arm. he effortlessly brushed it off, as if it was nothing.

"WHEW!, that was close. your lucky it didn't bite you!" said Nicky

"eh, I've ALREADY been bitten by one of those things before." said Peter

Peter then looked at them.

"so...we going, or what?"

"sure...let's go hit the town!" said Pepper Ann

the three teens then all walked off together, with Pepper Ann leading the way.

Arnold: Wow. That was just....Not interesting at all.

Gerald: Really?

Arnold: Yeah. But it isn't bad either. It's just...Okay.

Helga: This is only Chapter 1, by the way.

Sid: Oh man. That means we're doomed!

[Parker House, Later That Day]

Pepper Ann, Nicky and Peter walked down a street, talking.

"so, this MILO is some artist whose spending the weekend at Hawaii with his dad?" said Peter

Nicky nodded.

"uh-huh. such a shame he isn't here, right two would get along splendidly"

Nicky then decided to change the subject.

"so, long have you and Pepper Ann known each other?"

"uhhhh...well." stuttered Pepper Ann

"I first met PA when we were kids in Pre-K." began Peter

"we were friends for a few years, then she moved away when she turned Five."

"YEAH, I remember that! that was when Mom decided to move to raise Me and Moose."

Peter looked at Pepper Ann.


"my little sister." "Sister, huh? MAN...we have been away for a long time."

"so, you just live with your Aunt?" said Nicky

"yeah, we're all the family we have left."

"Don't you have any parents?"

"no, they died when I was a baby...that's why I lived with my Aunt and Uncle."

Nicky looked pretty stunned.

"oh, poor boy."

Pepper Ann sighed sadly.

"I still can't believe your Uncle Ben is gone. I mean...he was like a Second Grandpa to me!"

Pepper Ann chuckled softly.

"I still remember the time he played that "quarter trick" on me."

Peter chuckled.

"yeah...Ben DID love that old quarter gag."

Nicky looked confused.


"he pretended to eat a quarter...only to pull "it" out of my ear." explained Pepper Ann


Pepper Ann looked at Peter.

" did he die?"

Peter looked away.


"my gosh..." said Nicky

"hey, like I said: New York is a dangerous place. I don't blame Aunt May for wanting to move here to's pretty nice, here."

"and, BORING." added Pepper Ann

the teens approached a house...where they saw a moving van.

"this, uhhhh...YOUR HOUSE?" asked Nicky

"yep. I know it isn't much...but, it'll be HOME soon." said Peter


the three looked and saw a woman with graying hair approach.

"hi, Aunt May."

May hugged Peter.

"nice to see you. and, how was school?"

"oh, you know...AVERAGE."

May smiled.

"that's good. and, I see you've made some new friends."

"well, ACTUALLY...only Nicky is New. THIS is Pepper Ann, you know...that girl we knew from a long time ago."

"Little Pepper Ann? that YOU!"

Pepper Ann smiled sheepishly.

"hey, Aunt-"

May hugged the girl


"Bless My've grown SO TALL. why, your practically a Woman already!"

"I'm only fourteen."

"you certainly are."


everyone looked to see two familure faces: Lydia Pearson (Pepper Ann's Mother) and her sister, Jainie


Lydia and Jainie approached them.

"we're nearly done! just a few more boxes, and we'll be ready for the unpacking."

"oh, don't have to do that."

"oh, NONSENSE! the more "helping hands" the better."

"and, time flies when your with good friends, hah-hah!" said Jainie

Lydia then looked at Peter.

"ohhhh, and this must be PETER!"


Lydia hugged Peter...TIGHTLY.

"I haven't seen you since you were YEH-HIGH!"

"are you SURE you feeding him well, May?...he looks kinda scrawny." said Jainie

Peter groaned.

"OH, Jainie STOP IT! he's a growing boy, I'm SURE he'll get some meat on his bones, soon." said Lydia, releasing Peter

Pepper Ann and Nicky then approached Peter.

"hey, Pete...wanna crash at my place til' you get all moved in?" said Pepper Ann


the three teens walked off, leaving the adults to their work.


Pepper Ann opened her front door and walked in the house with Nicky and Peter.

"I tell ya' Pete, we're gonna have SO MUCH FUN! it'll be just like old times!...or, at least I think it will."

Pepper Ann looked confused Peter just sighed, looking at the redhead.

"you don't remember a THING about what we used to do together, do you?"

"NO!, I r-remember...SOME. just...not everything comes to mind right off the bat, OKAY!"

"it's TRUE. Pepper Ann can be such a forgetful person at times." said Nicky

Peter shrugged.

"fine...I'll give you time."

Peter then saw a "boy" with brown hair sitting on a couch, watcing TV.

"whose the kid?"

"oh, that's Moose." said Pepper Ann

Peter looked amazed.

"THAT'S Moose!"


"oh, I dunno...she just look so-"

"BOYISH?" said Nicky


Pepper Ann shrugged.

"yeah...I know what you mean. but, HEY: it's Moose's look."

Pepper Ann then walked over and looked down at her sister.

"hey, Moose...whatcha watching?"

"batman." said Moose, her voice low

" mind if "we" watch something else?"

"'s over."

Moose got up, put on a helmet and kneepads and got on her skateboard.

"Hi, ther-"

"hey." said Moose, interrupting Peter and skating outside

"okay...that kid is FREAKY."

"yeah, I know... I tried "girling" her up once...but nothing I do seems to work." said Pepper Ann

Pepper Ann then flopped down on the couch.

"So...whatcha wanna watch!"

Peter and Nicky sat down beside Pepper Ann.

"anything on the science channel?"

"naw...just some lame documentry about some guy named mustard."

"that's CUSTARD, Pepper Ann...General Custard" corrected Nicky

"yeah, like I said: some LAME Documentry about Pies."

Nicky groaned, rubbing her eyes stressfully. Pepper Ann flipped through channels randomly (this finally stopped at a news channel."))

(("we are reporting LIVE at the Hazelnut National Bank where a Robbery is currently taking progress.))

"robbery?" said Peter, concerned

Pepper Ann mashed at the buttons of her remote...but, their was no response.

"stupid batteries!"

Peter gulped. he then smiled nervously.

"uh, h-hey...why don't I run to the store real quick and get you some FRESH ones!"

"you need any-"

"NOPE!, I can handle myself."

Peter ran off, carrying his backpack with him. as soon as he was out the door, Pepper Ann and Nicky stared at each other.

"that was...ODD."

"yeah!, no kidding. I have spare batteries in the kitchen."

[Hazelnut Bank]

Several Men ran out of a bank, holding sacks of cash and firing their guns at guards.

"HA-HA!, easiest heist we EVER made!" said one robber

"heh!, whadda ya EXPECT! the police force in this town is pretty weak." said another robber

at that moment, two police cars drove up. police officers emerged and aimed their weapons at the robbers.


The robbers looked at each other and snickered.

"oh no, the police have "caught" us...whatever shall we do!" said a robber sarcasticaly

one robber smirked. the gang then drew out "high-tech" weapons and fired laser shots at the police.

this forced the officers to use their cars as cover, avoiding the blasts. sadly, the laser shots were easily cutting into their cars...nearly reducing them to Scrap Metal.

"like i said: EASIEST...HEIST...EVER."


suddenly, a silvery rope snagged one of the guns and jerked it out of the lead robber's hand. the gang looked up and saw a figure crouched atop a nearvy building.

Arnold: ...A silvery...Rope. A SILVERY. ROPE. She called Peter Parker's web...a SILVERY ROPE.

a figure in a Red and Blue costume with white lens a "web" pattered and a Spider Symbol on the chest (and, back)

the costumes figure grabbed the gun from his "webline" and clutched it.

"cool toys." said the figure

he then snapped the weapon in two with his bare hands.

"whoops...I broke it."

the mysterious figure then leaped off the building did some twirls in mid-air, and landed on the ground, making a "ninja-like" stance...then, stood up.

"WHO THE HELL ARE YOU!" exclaimed a robber

the figure smiled under his facemask.

"who am I? why, I am the SPECTACULAR, the SENSATIONAL...the AMAZING SPIDER-MAN!"

the robbers eyed him.


"yeah, I WAS gonna call myself: "the Arachni-Kid" but, it didn't publicize well...SO, I went with that."

the gang aimed their guns at Spider-Man.


the men fired their laser shots. but, Spider-Man effortlessly dodged and evaded the "Lightning Fast" shots.

"those have got to be: the BIGGEST...SLOWEST...Lasers that I have EVER seen."

Spider-Man then pressed his middle and ring fingers against his palm and, fired orbs of webbing at the men...which hit them like mini-cannonballs, knocking then down.

he then fired a webline at the leader. he tugged and propelled himself towards him.

Spider-Man then clung to his chest, gripping his shirt and staring straight at his face.

"man, your even ugly UP CLOSE." said Spider-Man, who then punched him

Spider-Man released the crook. he then eyed one of their guns and snagged it with a webline.

he then examined the weapon.

"((long whistle)) it's like something out of STAR TREK."


Spider-Man looked and saw the police officers approach.

"aaaaaand, that's my cue to leave."

Spider-Man then fired a webline, jerked it and propelled himself away. he soon disappeared out of sight...leaving the police awestruck and confused.

"who was that guy?" said an officer

"WHAT was he?" said another

"aw, forget it. let's just arrest these guys before they wake up."


Spider-Man web-zipped through the air and landed near a house. hiding in the shadows, we quickly removed his facemask...revealing the face of PETER PARKER.

"whew!...what a rush. I almost forgot how FUN that was."

Peter then removed his boots and gloves. he put them and the mask in a backpack, then put on his regular clothes...concealing his costume underneath.

Peter then walked around the house and approached the front door. he knocked on the door...and, Pepper Ann answered.

"back already?"

Peter shrugged.

"yeah, the "store" was out of batteries."

Pepper Ann sighed.

"well, come back in. we ought to find SOMETHING to do."

Peter smiled.

"sure thing, Pep."

Peter entered the house, Pepper Ann then closed the door.