After fighting some AIM scientists, Jessica Drew is accidentally transported into the Ultimate Universe. There she hears about the death of their Spider-Man and how he was only a teenager. She becomes disheartened at the thought of someone so young fighting crime, remembering her past as a HYDRA assassin, so she decides to confront the new Spider-Man. She tells him that she doesn't believe someone as young as him should be fighting crime and that he would only get himself killed. Miles believes otherwise and tries to leave, only to be pursued by Jessica, who believes without a doubt that he needs to retire.
Morals On, In Character.
Both are determined to win (so no going easy).
Most current versions of each (barring any depowerment, death, etc.).
Standard means of victory apply (i.e. KO, incapacitation).
No prior knowledge of each other.
Battle takes place in NYC.
The battle is at night, city is populated, cops will be around, etc.