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Summary:

Peni is used to having stalkers, but this one is different. They don't just know who she is, they know what she's doing, where she's doing it, they even seem to know what she thinks... As things spiral out of control, Peni's whole world threatens to crumble beneath her feet - till a fateful rip in spacetime shows her that sometimes, the family you find is exactly the family you need.

(Can be read without reading part 1)

Notes:

Hello! This is part 2 of my 'Tales From The Peni-Verse' series, but you can read it without reading part 1 (which is a Peni origin story)! Anything you need to know, I explain through the story, so it should be nice and clear what's going on.

Some notes!

1) I accidentally set the last story (part 1) in 3145, when I should've set it in 3141. I only mentioned the date once, and I fixed it soon after uploading, but please imagine that THIS story is in 3145, which is the canon year for when she meets the Spider-Fam, and that the PREVIOUS one was 3141. Peni is now 12 years old, which I feel is an age more in line with her appearance and personality in the movies (which is the version I'm drawing most from for her character/personality).

2) This story overall is heavy on the theme of stalking and emotional manipulation, as Peni is well known/a celebrity. If that's triggering for you, you may wanna avoid this fic. The story isn't as bleak as the tags suggest, but we go to some heavy places before we come back up into the light.

3) The spider-fam appear about midway in the fic, so don't worry that they don't show up right away! It's a bit whumpy till then, but this fic is hurt/comfort and the comfort absolutely arrives when she needs it.

4) Every named character in this story exists somewhere in the Marvel universe. Some of them have ridiculously small roles or only appeared a couple of times in a handful of comics or something like that, but they DO exist :D

5) This one's important: I've diverged a bit from her comics canon already, and that's likely to continue, so if you want a super-faithful story about child soldier Peni, this might not be the fic for you. I keep most of the key concepts but as far as plot points are concerned, this fic goes in its own direction.

6) The graphic violence tag is for all the fight scenes. There's no gore, just some hardcore fights. I put specific warnings in chapter notes as well when something big is coming up, just to be safe.

7) Chapter 12 has some implied anti-robot discrimination in the setting. Nothing happens 'on-screen' and there's no slurs or anything like that, but if that's gonna uncomfortable to read for you, you can skip it without missing anything truly important (each chapter has a recap of the last chapter, so all the essentials will be in there in chapter 13). In this setting, several big companies exploit the labor of synthetic people, and it's something synthetic people are actively resisting. That's the entirety of the discrimination and it barely comes up till chapter 12. Peni, naturally, doesn't stand for any discrimination whatsoever, and there are several synthetic (AI, cyborg, robot) characters in this story who are sympathetic or otherwise breaking free of the oppressive status quo. It's not a story ABOUT exploitation of synthetic labor, but as this is a cyberpunk story and capitalism is hell, no one is having a fun time when it comes to anything corporate.

One other thing! There is a single quote in this chapter from the Stephen King book 'Rose Madder', which makes an indirect reference to an abusive relationship. If you wanna avoid that bit specifically, it's the part where Peni is asked to read from a book by Mrs. Winterhalter.

And that's that! Hope you enjoy reading this as much as I enjoyed writing it :)

Chapter 1: Poison in the Well

Chapter Text

Sometimes you just know it's gonna be a bad day.

I was on my way to class, just minding my own business, when the police interceptor in my mech's cockpit lit up, "-bzzt- Robbery in progress at Bellevue Hospital. Suspect is armed and dangerous. Exercise maximum caution. I repeat, the suspect is-"

"Ugh," I sighed, "of course this happens on my first day back."

Luckily the hospital was en route to my school. I had to be quick though: even without interruptions I was only just gonna make it to class on time.

Who even robs a hospital anyway?

The answer, apparently, was a guy in a black-and-blue biker outfit, complete with a faux stormtrooper safety helmet. I crashed down in front of him as he tried to punch his way into a red hovercar.

"There are easier ways to get into a car, man…"

He looked over his shoulder, "Huh? Who are- oh no!"

"…you could just use your keys?"

He frantically knocked out the windshield's glass and tumbled into the front seat.

"Seriously? You know you can't outrun me, right?"

I heard the car start up. I took a step closer and leaned my big, metallic foot on its hood, "Don't make me web you!"

Then suddenly the car began to expand, going from bright red to pitch black. Every part of it got bigger, and more angular too. Even the windshield's glass seamlessly slid back into place.

"What the-!?"

Before I could process what was going on the now super-sized road machine rocketed into me, launching me over the top. I clunked face down in the street, dangling from my chair by the thin strap of my safety belt. The neural amplifiers, which enabled me to become one with SP//dr (the mech's co-pilot), were barely clinging to my ears as gravity tried its best to pry them loose. I realigned them and picked myself up off the ground.

"Guess I'm gonna be late for school, huh?"

I had no choice. The thief had to be stopped. I started running down the road. The skyscrapers of First Avenue loomed over me as I picked up speed. Then I saw a bridge up ahead connecting two especially tall tower blocks. I jumped, webbed its beam-covered underside, swung forward and for a moment I was suspended in the air over the road, level with the mag-lanes overflowing with floating cars. In the distance was another bridge, higher than the first. I webbed it, reeled myself in and shot over the traffic like a bullet. Now I had a birds-eye view of the robber. His car was like nothing I'd ever seen before. Not even the road gangs had wheels as tricked out as this guy's.

But it was a normal car before…

A green reticule locked onto him on my virtual touchscreen. SP//dr brought up a map of Manhattan, made charts predicting the robber's next move. I saw them in my mind's eye as I closed in on my target. Closer… closer… then-

Contact! My feet, his roof. Somehow it didn't even buckle under my mech's intense weight.

"I get it," I said as he swerved through traffic, "You like Fast and Furious. Doesn't mean you're allowed to-"

Suddenly he took a hard right. I slid across the roof. My feet were dangling out onto the sidewalk. I dug my claws into the car and pulled myself back into place.

He growled, "Buzz off, bug! This doesn't concern you!"

"I'm not gonna let you steal from a hospital!"

He rose up into the air. A mag-lane full of commuter traffic was sitting right above us.

"Hey! Stop!" I yelled, "You're gonna-"

But he didn't care. We plowed through the traffic, scattering cars everywhere. He did a barrel roll then plunged back down, shooting straight for another high-rise.

He's not seriously gonna drive into that, is he? Is he…?

I didn't have time to find out. Holding on for dear life with one hand, I began punching the roof, trying to bust a hole in it, but all I left were dents.

"Damn it!"

Now the building was here. The robber tipped the vehicle onto its side and swooped in, dragging me across the reinforced concrete walls. Warning sirens started going off in my cockpit.

Gotta stop him gotta stop him gotta stop him-

I activated the condensed light saw embedded in my right hand.

"Alright mister, you asked for it!" I cried, jamming the super-sharp blade into the car's roof. It ripped straight through the black metal. Within seconds I'd carved out a jagged hole, wide enough for me to reach in and pull out the driver.

"This stops now!"

He flipped me the bird. I reached in, opened my steel claws, then-

Huh!?

My spider-sense went off too late. My whole mechanical body slammed into the reinforced fullerite plating of a broadcast tower. The force ripped me out of my seat, tearing the neural amplifiers off of my ears completely. My mind was kicked out of the mech just in time for me to feel my cheek hit the cockpit's enormous glass window.

"Ow…"

I slid to the floor. Now we were in freefall. In a daze, I reached my human arm out and tried to fire a web. Of course, nothing happened.

Gotta get back in the pilot's seat.

"SP//dr!" I cried, "Activate thrusters!"

The SP//dr mech is a biomechanical marvel that requires two pilots to function. My dad's original design was completely non-functional without both pilots plugged in to the system. After he died I made a few improvements, the biggest one being the new sync engine, designed by my buddy and partner, the best pet in the whole world: SP//dr. With the new design he can operate the mech even when I'm not in my pilot's seat. It's slower with just one pilot, and not as powerful, but sometimes (like when you're plummeting to your death from a great height) you just need your partner to take the reins for a bit.

And take the reins he did. Without any help from me whatsoever my eight-legged savior turned the thrusters on the mech's feet up to max. We went from falling, to stalling, to soaring straight up alongside the broadcast tower. It was a big building. Enormous. This one was so big it had its own special name, 'Sky Needle', and it was just what we needed to catch the runaway thief.

I climbed back into my seat. The seatbelt was totally busted, but it's not like I needed it anyway. I looked out of the window at the tower rushing by, then I took the amplifiers in my hands. I cupped them to my ears, and the warmth of my flesh-and-bone body was replaced by the intense rush of air against my cold mechanical limbs.

I deactivated the thrusters and gripped one of the Sky Needle's many support pylons. SP//dr scanned the streets below us. New York City was a jungle, a maze of spire-like towers and bridges, with river upon river of cars flowing between them, all layered on top of one another. A human eye could never pick out one vehicle from the swarm. A spider's eye, however…

A target appeared on screen. A black car. The thief's black car. He was still storming down First Avenue. All I had to do was catch up to him.

"Alright SP//dr, time to test out those new web wings."

The mech had always had gliders, but they were made of carbon alloy, which was inflexible and hard to replace when damaged. The web wings, on the other hand, were organic, made of the same synthetic silk used in SP//dr's webshooters. It was malleable, retractable, sticky, and most importantly, wind resistant. Fully deployed, the web wings were like a couple of mini-parachutes. I checked my web-fluid levels.

"Still got plenty in the tank. Let's do it."

Bracing my human feet against the control panel in my cockpit so that I didn't smack my face into the window again, I leapt off of the Sky Needle. I let myself pick up some speed, then-

"Here we go!"

-I ejected spider silk from my arms and stuck each little strand to my legs. Within seconds I had a pair of white, sticky wings. The wind was kind. A huge gust lifted the mech into the air and down First Avenue. I activated my thrusters again. Now I was really starting to pick up speed.

"We only have one shot at this. Have to get it right…"

I felt SP//dr's idea in my mind. It was simple: crash into the speeding car. Doesn't matter how good a driver you are if your vehicle is smooshed into the road. But I had to be careful. Too much force and I could kill the thief, or kill a civilian.

SP//dr adjusted our trajectory. We were right above him now. All that was left was to dive down. I took a deep breath. Then I enabled the airbags hidden inside the control panel. I was gonna need them this time.

Gotta remember to land feet-first. I don't wanna replace the window again.

I brought my mechanical arms and legs together and turned off the thrusters. We started to fall, and fast. I felt my butt begin to levitate above the pilot's seat and grabbed the arms to keep myself in place. Sensors flashed in warning as we neared the ground. IMPACT IMMINENT filled the screen in doomsday red, then-

CRASH!

I flew up into the ceiling just in time for the airbags up there to punch me into the airbags below.

"Hgghhhgh…"

That wasn't worth it.

I felt SP//dr stirring within the mech's metal frame. I let him take control as the airbags slowly deflated. After doing a scan to confirm that we hadn't sustained any system damage, he stepped into the road and examined the scene. I saw in my mind's eye that the thief's car had been totaled. As SP//dr webbed it up the black started receding and the car shrunk, returning to its original tomato red.

The air bags shriveled up and I flopped back into my seat with a sigh. I could see now with my own two eyes that we had him. I opened the mech's glass front panel and stepped out. SP//dr flashed an angry emoji face at the crushed car as I said in my most intimidating voice, "You're not getting away this time! Come out with your hands up and maybe I'll ask the police to go easy on you."

He didn't stir. I couldn't see him from where I was, so I carefully crept closer to the car. The driver's seat looked empty.

He's not dead… is he? Oh god… please say he isn't dead.

He wasn't dead. In fact, he wasn't there, at all. The car was empty.

"But I saw him! You saw him, right!?" I asked SP//dr. He nodded.

I tried pulling the doors open, "They're all jammed shut! There's no way he coulda got out of there after we hit him."

Unless he got out before the impact.

"SP//dr, access Oscorp's satellites and scan traffic in the area. He's gotta be around here somewhere."

SP//dr's face became a 'loading' bar. After a few minutes his normal emoji face returned, but he was frowning.

"Nothing!? I can't believe it! There's no way he got away on foot!"

That's when I became aware of the huge traffic jam piling up behind us.

"Hey, asshole!" screamed one angry driver, "Some of us have to go to work!"

I was about to give him a piece of my mind when the police showed up. Six car's worth of them. The guy in charge didn't look happy.

"What the hell do you think you are doing!?" he growled.

That was my cue to get the heck outta there.

"I can explain," I said, walking back to the mech, "everything you need to know is right in here…"

I hopped in and closed the front panel. The officer folded his arms across his chest. He looked like he was ready to book me on the spot.

He's really not gonna like this part.

I placed the neural amplifiers over my ears.

"SP//dr, are the thrusters still good to go?"

I felt my feet heat up in affirmation.

"Perfect."

I gave the police officer a wave (that he didn't seem to notice) then I blasted off into the air.

"Hey!" he yelled, "Get back here!"

"Sorry! I can't be late for school!"

I was already late for school. Nine minutes late, to be precise. When I finally arrived outside the doors of Mason Banks Middle School I was almost fifteen minutes late.

I went to park the mech beside the bicycle rack when my phone lit up. I answered it.

"Aunt May?"

"Peni!? Are you all right?"

"Uh, yeah?"

"We got a warning message at Oscorp saying the mech was under attack."

"Ahhh, yeah… I kinda had to stop a robbery."

"Couldn't the police handle it?"

"Not really."

"Well I'm glad you're okay."

"I'm also late for class. Talk to you later Aunt May!"

"Take ca-"

I hung up, escorted SP//dr out of his mini cockpit, then ran through the school doors.

The halls were empty, which was nice. Usually I'd get bumped and bashed about on the way to class. Getting to my locker was a nightmare - not that there was much in it. I always took my school tablet with me, in my backpack. My locker did have one thing though: my candy stash. Aunt May refused to buy me the candy I needed, so I made up for it by using my allowance on nothing but candy. You can't hide anything from Aunt May, but school was the one place she never set foot in - mostly cos she was busy. I looked either side of me, keyed in the code for my locker, then-

Suddenly a deep feeling of unease, like a stomach ache, cascaded down through my entire body.

Spider-sense? But why now?

"Well, well, well, if it ain't Puny Parker!"

Oh no…

Flash Thompson loomed over me, his square jaw locked in an mischievous grin. His friend, Kenny 'Kong' McFarlane stood beside him, looking pleased with himself. They couldn't have been more different from each other. Flash was a blonde sports hero, a modern day Adonis, whereas Kong was big, bald, and goofy. At first only Flash called him Kong, but then somehow he began to take a liking to the nickname. Now everyone called him Kong, even some of the teachers.

What is it with Flash and making fun of people's appearances?

"Ooooh," he cooed, barging me out of the way and peering into my locker, "what do we have here?"

"Don't touch that!" I yelled.

"Looks like candy."

Kong budged up to Flash, "What kind?"

"Nothin' you'd like," he replied. He looked over at me, "You got any Atomic Bombs in here?"

"Is that a World War Two joke? For real? Didn't know you were into ancient history, Flash."

"What the hell are you talking about? I obviously meant the candy, idiot! You sure get butthurt easy, don'tcha!"

He held the box of candy in front of his face, then dropped it unceremoniously to the floor. All the different sweets spilled out into the hall.

"Whatever," he said, "there's nothing good in there anyway."

He turned his back and started walking away. In my mind I ran up to him and dropkicked him to the floor, legsweeping his buddy Kong off of his feet too for good measure. In reality I knelt down and started reassembling my scattered collection of candy.

From the other end of the hall I heard his voice mocking me, "See ya later, loser!"

"Ugh…"

I grabbed a sweet strawberry jelly bomb from my box and popped it in my mouth. Immediately I felt better.

Candy solves all problems.

Except for being late for class. Candy didn't have a hope in heck of solving that.


Somehow my homeroom teacher wasn't annoyed at me.

"Twenty minutes late - you must be Peni Parker," she joked as I dragged my heels through the door to my new class for the year, class 3-3.

"Sorry Miss-…"

Crap! Her name! I didn't look up her name!

"Drew. Jessica Drew. Now if you could take your seat please."

Everyone was snickering as I did the walk of shame. I ignored them, and took my seat next to my only friend in the whole room: Cindy Moon.

"Don't worry, you didn't miss much," she whispered as the teacher marked my name off on the register.

"Well that's a relief."

She leaned closer, "… is it true?"

"Is what true?"

"That you're dating Dustin Lieber?"

"No!" I yelled, instinctively recoiling from the mental image. The class fell dead silent. Miss Drew was looking at me. My mouth was hanging open.

She cleared her throat, "Well...now that everyone's here, let's take lunch orders. Tell me if you have any allergies. Don't want the cafeteria killing you during lunch break now, do we?"

I turned to Cindy, "Where did you even hear such a stupid story? No wait, I can already guess."

"It's not like I go out of my way to read it or anything-"

"I know."

"Everyone was talking about it. I just kinda overheard."

"I don't know why Gene Pop is so obsessed with me."

"On the bright side, you always look pretty in the photos they use."

"That's cos the photos aren't real, Cindy. I don't think they've ever taken a real photo of me in my entire life."

Miss Drew walked up to my desk with a tablet in hand, "It says here you always have tomato pasta?"

"It never lets me down."

"We have one of the best chefs in New York in this building-"

"Harry says he's one of Mr. Osborn's personal chefs."

"-yet you don't wanna try anything different? You could have Moroccan vegetable tagine."

"I don't like vegetables."

"But you're vegetarian…"

"Tomato's a fruit."

With a smile on her face she pinched the bridge of her nose, "Cindy, what would you like?"

"I could go for some tomato pasta myself, if that's all right?"

She laughed in disbelief, "You're gonna make the chef cry."

"Send him my apologies. For both of us."

I put on a mock angry expression, "Hey, there's nothing wrong with knowing what you like!"

Miss Drew started walking away, "I'll tell him that."


Classes were about as interesting as you'd expect. When I first joined Oscorp I was promised special tuition, one-to-one and on a level that'd really push me. They delivered on their promise, assigning one of their best scientists, Anna Maria Marconi, to be my teacher. But then Mr. Osborn fired her. It's a long story but basically her greatest invention tried to kill the whole company. It was my fault, but she took the blame. I was in an educational dead zone for a while after that, seeing Anna on weekends and evenings when she had the time, till one day we received a message from Mr. Osborn telling us that he'd built a whole school just for Oscorp employees. 'Finally!' I thought to myself. Unfortunately the reality was… disappointing. I mean yeah, it was a LOT better than my old school, but it was still school. I wanted to be in the lab making things, doing experiments. I wanted to be manipulating spacetime like the people in Oscorp's Experimental Science Division - not stuck learning about how cell division works.

At first they put me with kids my own age, but me and people my age don't get along. It's like talking to an alien species - and the feeling is mutual. So, of course, in my first semester I got moved up a year, then another. I entered the middle school branch of the building at ten years old, and now at twelve I was learning with a bunch of fourteen year-olds, some even older. But it didn't matter how much they moved me up, or how much extra homework they gave me - classes were still mind-numbingly slow. It's not like I didn't learn anything in them, but what they taught in a week I could learn in a day. Honestly the only useful thing school ever taught me was how to pretend you aren't daydreaming.

"Peni?"

I looked up from my book. The English teacher, Mrs. Winterhalter, was staring at me from the other end of the room.

"Page nine, if you don't mind. The last two paragraphs."

I gently coaxed SP//dr off of the school tablet sitting on my desk and swiped over to page nine.

"But time passes and gradually the idea of leaving him - never fully articulated to begin with - slips away as the knowledge of a rational waking world slips away in sleep; gradually there is no world for her but the world of the dream in which she lives, a dream like the ones she had as a girl, where she ran and ran as if in a trackless wood or a shadowy maze, with the hoofbeats of some great animal behind her, a fearful insane creature which drew ever closer and would have her eventually, no matter how many times she twisted or turned or darted or doubled back.

The concept of dreaming is known to the waking mind but to the dreamer there is no waking, no real world, no sanity; there is only the screaming bedlam of sleep…"


When the lunch bell rang, Cindy went off to hang out with her long-time friends Lola and Rafferty, and I went to hang out with mine: Harry Osborn.

"You're still studying?" I asked as I sat down next to him at an extra long cafeteria table.

"This new biology teacher is gonna be the death of me."

"There's a new one?"

"She just started today."

"What happened to Mr. DiPaolo?"

"I dunno. I was still getting e-mails from him till a couple weeks ago, then they just stopped."

"I thought he was on paternity leave or something."

"Yeah, well…"

I leaned over his book, "Senescence, huh?"

"I was the only person who didn't get it."

I stabbed my tomato pasta with a fork, "I can help you if you want."

He looked at me, "Will you ever eat pasta with a spoon?"

"Will you ever learn the meaning of senescence?"

"I could teach you, you know."

"About spoons?" I asked as I jammed a clump of pasta in my mouth.

He smirked, "Yeah, about spoons."

The pasta was way too hot.

I can't just spit it out now. Gotta bear with it.

I heard my phone buzz in my backpack. I ignored it.

"I've got biology next," I said, trying to get cool air onto my hot tongue, "so I guess I'll be having this new teacher too."

The phone buzzed again. I swallowed the pasta down and incinerated my throat, "Really need to let that cool down more before I chow down on it."

"You've been saying that for weeks!"

I unzipped my backpack and pulled out my phone, "It's not my fault pasta is so tasty!"

There were two text messages, both from the same unknown number. I opened them up.

[I'm watching you] read the first one. The second sent a chill down my spine.

[Don't ignore me, Peni]

Harry must've seen the expression on my face cos he asked, "Everything okay?"

I dropped the phone back in the backpack, "Yeah… Just some weirdo. Couple of random messages. You know, nothing… nothing I haven't had before."

Except it wasn't like anything I'd had before. Usually the randos who messaged me did it through chatbubble or spacebook. No one had ever sent a message directly to my phone.

Harry sighed, "Another crazy fan, huh? I don't know how you handle it. Honestly when I see the crap Gene Pop writes about you it makes me glad I'm a nobody."

I forced a laugh, "I don't let it get to me."

I heard the phone buzz again. SP//dr, who had been resting calmly on my shoulder, leapt up in the air at the sound of it. Harry got busy with his lunch, which looked like a hamburger with salad, but without the bun. I picked up my fork. Before I so much as tickled the pasta the phone made its presence known yet again in my bag.

"Dude doesn't wanna let up, huh?" Harry commented.

I didn't dare check the messages. I needed to start on my lunch or else I'd never finish it before class.

Gotta ignore it.

I felt it vibrate in the bag one last time, then I yanked it out and switched it to silent without reading any of the messages. Harry stared at me.

I glared back at him, "What?"

He shook his head, "Nothing."

"Sorry… I-"

"It's fine, I get it."

I watched the tomato sauce on my pasta trickle around the plate. My appetite had completely disappeared.

I need to calm down. Just cos they have my phone number doesn't mean I'm in danger. I can just change it. It's nothing. I can deal with this.

SP//dr stroked the top of my hand with his little legs. A drop of relief trickled down through my chest.

That's right, I'm one half of the most awesome pilot team in the city. I can handle anything. Whoever this is, they have nothing on me.


I shouldn't have checked the messages on the way to class.

[How's the pasta, Peni?]

[Wondering how I got this number?]

[Your mech looks like it's in good condition]

After I put the phone on silent they'd sent one more:

[Nice house, too]

Beneath the message was a picture of my aunt and uncle's house, taken right outside the front door.

I felt sick.

How did they find the house?

Even as I asked the question the answer was obvious: the mech. I always parked it in the back yard like an idiot.

This person found them because of me, and now…

I needed to do something, and fast. Tapping the 'call' button on Aunt May's number, I dashed down the hall.

Need to get to the mech.

SP//dr clung onto my neck for dear life as I sprinted as fast as my legs would take me. I dashed round the corner, past the lockers, then-

"Where are you off to in such a hurry?"

I didn't recognize the woman in front of me.

"I'm sorry but I really need to take this call outside!"

"Haven't you got class now?"

"I'm not late yet. Just, please, I only need a minute-"

"What's your name?"

"Please, lady!"

"Your name."

"Peni, Peni Parker."

"You're in my class."

"Your class? Biology?"

She's the new teacher!

The phone went through to voicemail. I didn't waste any time, "Hey Aunt May, just checking to see if you're alright! If you're at work then that's great, stay there and have a nice day, and uh, call me?"

The new teacher raised her eyebrows as I hung up, "Is there something I should know?"

I could feel the sweat dribbling down my forehead, "Nope. Nothing. Just gotta… check my mech! Superhero things, you know."

"Can it wait?"

"Uh, well, I mean-"

"The mech looked fine when I came in just now."

"Didn't you just finish teaching Harry?"

"When you have lunch, I have lunch. How do you know Harry?"

She wrapped an arm round my shoulder and started marching me back the way I came.

"We're friends," I replied.

"Of course. He seems like a nice boy, and a good student too. Very attentive."

SP//dr bristled on my cheek as the teacher forced us back through the school. He kept staring at her with his forelegs raised. I didn't like her either, but he really didn't like her.

What's wrong SP//dr? What are you seeing that I'm not?

My phone lit up in my hand. Another message from the mysterious stranger. I didn't open it, and the teacher didn't mention it. A short stroll later I was back in class 3-3, sitting next to Cindy by the window.

She didn't mince her words, "You look terrible."

I slumped forward on my desk, "I feel terrible."

"Was lunch that bad?"

"It's nothing to do with the food."

SP//dr scuttled up my forearm.

"Your spider seems grumpy too," she said, then lowering her voice, added, "do you wanna talk about it?"

"Maybe later, after class. With this teacher around… I dunno, it's like she can read my mind."

"Read your mind?"

"I can't explain it. There's just something weird about her."

As I said that the biology teacher got behind her desk and clapped her hands, "Hello everyone! As you probably gathered, I'm new here. My name is Ashley Kafka and I'm your new biology teacher. You can call me Ashley or Miss Kafka, whichever you prefer."

Someone must've raised their hand because Miss Kafka pointed to the back of the class and said, "Yes, go ahead."

"What happened to Mr. DiPaolo?"

"He's taking a break for now. I can't say any more."

Kafka… where do I recognize that name from? Isn't she from-

"-the Ravencroft Institute For the Criminally Insane…"

She smiled at me, "That's right, Peni."

Wait… I said that out loud?

I felt my cheeks heat up.

"I was a psychiatrist there," she continued, "I like helping people. So when I saw your school needed a biology teacher, I thought I'd step in."

Her smile was so warm and genuine I didn't even question why she'd give up being a psychiatrist to become a substitute teacher.

"Anyway, we'd better get started," she said as she turned on the smartboard, "or the principal won't be happy with me!"


The end of class couldn't come fast enough. I practically leapt out of my seat when the bell finally rang.

"Peni, where are you going?" Cindy called out. At Mason Banks you don't change rooms for different classes. The teachers come to you.

"I uh…"

Miss Kafka smiled at me.

"…really need to pee!"

Before either my teacher or my friend could complain I hurried down the hall and out of sight.

Need to get to the mech. I can access the satellites from there, and with the satellites I'll know if anyone's hiding outside the house.

I saw the school entrance up ahead, along with the security desk, which was surrounded by screens connected up to security cameras throughout the building. The guard would know I wasn't meant to be there.

It's not like they don't know who I am. I'll just tell them I'm going off to fight crime or something.

Except they got notified of crime reports. I had a similar app on my phone for when Oscorp needed me to protect their 'assets'. I'd managed to prevent them installing trackers in my mech, but in the end it didn't matter. After all, I took my phone with me everywhere anyway, and that tracked my movements as standard without any meddling from Mr. Osborn and his cronies.

I unlocked my phone and swiped open the stranger's latest message.

[Tell them, and they die]

Is he talking about Aunt May and Uncle Ben? Or does he mean… anyone? Everyone?

Whoever was sending the messages needed to be stopped. They were more than just some random stalker. No one had ever gone so far as to stake out my house before. I watched the security guard lazily observe his plethora of screens, then I walked towards the main doors. I expected him to say something as I walked past his desk, but he didn't. It wasn't until the automatic doors opened for me that he called out,

"Hey, kid! Where do you think you're going?"

I froze, "I uh, well, I've gotta go stop crimes, you know, as SP//dr."

He checked his computer, "Oscorp haven't sent out an alert."

"I know that, but not every crime is an 'Oscorp Alert' level crime, you know? Does that mean no one should stop it?"

"That's what the police are for, kid."

"I disagree."

"You can disagree all ya want, but I ain't letting you skip school."

"I'm not skipping!"

He pointed down the hall, "Class is that way."

I dragged my heels back past his desk, "Can I least use the bathroom first?"

His eyes burned with distrust, "Alright, the bathrooms are," he pointed away from my class, "that way. But don't make me come in there and get you."

"Yeah, yeah."

I did as I said I would, and went into the bathroom. All the bathrooms at school were unisex, a mixture of normal and 'squat' toilets, which were like fancy holes in the ground. The stalls stretched from floor to ceiling, so you couldn't peek on people using them, and were totally soundproof. Sensors in the floor detected how many students were occupying a given stall at any one time. If more than one student went into a stall at once, a silent alarm would notify the guard. The principal said it was to stop 'canoodling'.

The sensors didn't detect spiders, though.

"I'm gonna need you to do some solo piloting for me, SP//dr," I said, cupping my eight-legged friend in my hands.

The ground floor bathroom near the entrance was unusual in that it had an enormous frosted window. The very top of it could open out wide - useful on hot days to help vent the humid air. It also doubled up as an emergency fire escape. Normally the air conditioning was enough to keep things cool, so the window stayed locked. But because it was an emergency escape route (and needed to be totally failsafe) it was locked manually, with a proper old-fashioned key. What the guards didn't know was that I'd cloned the key shortly after the first time I'd been turned away at the exit.

I could've just gone to the bathroom in the first place - it would've saved me the hassle with the guard. But as I opened the window and the stench of the school's food recycling vats assaulted my nose, I was reminded once again of why I preferred to leave through the front door.

If I'd just gone straight to the bathroom I could've gone to my mech directly, but now the guard would be on the lookout. The only way to get to the spot where I parked the mech was to go past the main entrance. Obviously that was out of the question.

"Go get the mech and meet me back here," I said as I guided SP//dr onto the wall outside. This wasn't the first time SP//dr had to activate the mech by himself. There was a tiny hole in the plated armor that led to an equally tiny door, a door that would only open when SP//dr's active bioelectric signal was detected nearby. It'd saved my butt on more than one occasion when fighting NYC's never-ending stream of crooks, and it also came in handy for situations like these.

I bet they wish they'd never taught me about biomagnetism.

I squeezed myself through the bathroom window and tumbled onto the lids sealing the recycling vats.

"Ugh! This is so gross…"

But worth it. No sooner had I clambered down the vats than SP//dr was standing before me with a huge, pixellated winky face. The front hatch popped open with a slight hiss, and SP//dr lowered the mech so I could easily step in. As I sat in the pilot's chair I tried to fasten my seatbelt, but then I remembered - I broke it on the way to school.

"Need to fix that."

There were a lot of things that needed sorting out, but only one was on my mind in that moment. I pulled out my phone.

"Alright SP//dr, let's find out who this guy really is."

SP//dr accessed my phone remotely and started tracing the messages. The first was sent near my house, the second near the school. But then the third, which came right after the second, was seemingly sent from all the way out in Brooklyn.

"That's impossible."

The more we searched the more nonsensical the results became. I realized then that the sender had scrambled the message's path, hiding which communication towers it'd visited.

"But it'd have to leave a trace… right? One of those towers would have to point to the right cell phone."

Even then, it could easily have been a burner phone, or even something emulating a phone. By the time I found it, it could be dumped on the floor or in the river.

Suddenly my phone started buzzing in my hands. I dropped it in shock. It buzzed again, rumbling along the floor. Then I saw the name of the caller. I leaned over and snatched it up.

"Aunt May?"

"Peni, is everything alright?"

"Uh, yeah, everything's fine! Why do you ask?"

"Are you sure? You didn't sound fine in your message."

I thought about what the stranger said. [Tell them, and they die].

"Oh yeah, the message! Don't worry about that. I just got the urge to call," I lied, "You know, just, wanted to check in!"

"You're sure?"

"Positive."

"Okay, well I'm on my way home now, so if you need me-"

"No! Wait! I mean-"

"What?"

"Nothing. I… I have to get to class. It's gonna start any minute."

"Peni are you sure-"

"Bye Aunt May!"

I turned the phone off and threw it in my backpack.

"We have to get back home now!"

SP//dr fired up the mech's thrusters while I placed the neural amplifiers over my ears. I felt my body melt away as I (mentally) sank into the mech. I could feel the heat building up in my legs, feel the web fluid stored in the cartridges embedded in my arms. I could feel every ping from every comms tower in range and sense every satellite zooming overhead.

Time to catch a stalker.

I launched into the air. The city stretched out before me. Towers of metal and glass, rising up from the earth like stalagmites, glittered in the midday sun. The mag-lanes were clear, as clear as they ever were in New York, but I had no need for them. The only way to get back to Ditmars-Steinway before Aunt May was over the river.

My school was about mid-height in the city. Back before the climate crisis cities only really had one level: the ground level. Sure you had skyscrapers, but everything was accessed first and foremost from the natural land beneath your feet. After the oceans rose, though, people didn't wanna live in the flood zones (i.e. ground level buildings) anymore, so they started building streets way up high. Then those got busy, so the really fancy neighborhoods got their own special streets built even higher than that. Yorkville, where my school was, happened to be one of those fancier neighborhoods. Why does any of that matter, you ask? Because right at the tippy top, on East End Avenue where the old Stark building used to be, was an enormous viewing platform built specially for those extra-classy residents. I'd never actually been up there before, but I often saw it on the way to school. It's not something you could miss; the gold plating all over it was practically blinding when you swung up really high - really high being the operative phrase. The thing was so high that with a single jump off the top you could glide right down to Astoria Park.

Which is exactly what I intended to do.

With my eyes on the prize I swung up and up between the buildings till I got a clear shot at the viewing platform. Then, with a single line of web, I thwipped myself towards it and flipped over its twenty-four carat railing. The rich folk enjoying the view nearly jumped out of their designer jackets as my huge mechanical feet stomped down in front of them.

"Don't mind me, just passing through!" I explained, trying not to laugh. They didn't find it so funny.

"AAAAHHH!" screamed one old lady.

"I take it you're not a fan of spiders?"

When she fainted on the spot I decided it was time to make my getaway. With a horde of angry rich people forming behind me I hopped onto the golden railings once again, giving them a friendly neighborhood dent in the process, then leapt into the air.

"WOOHOOOOOO!"

I activated my web wings and soared over the East River. The leafy trees of Astoria Park rippled invitingly in the distance as I began to make my descent. I dodged past Hallets Point Watchtower and dipped under the Manfredi Bridge just in time… to fall out of my seat and land face-first on the mech's window again.

"Stupid broken seatbelt," I mumbled.

I hadn't turned on the airbags this time, so a crash landing for the mech meant a crash landing for me too. Recognizing the danger, SP//dr immediately did what he needed to in order to keep me safe.

He opened the window.

I fell into the sky, face-to-face with the green-blue river. Then I felt SP//dr's mechanical hands grab me. He slung me back in the mech and webbed me to the chair.

"Good thinking, SP//dr!" I said as the whole world span before my eyes. I managed to find the presence of mind to re-attach the neural amplifiers just in time to feel the mech morph into its ball form as we slammed down into the remains of the Robert F. Kennedy Bridge. We rolled through the park: green grass, blue sky, green grass, blue sky, till finally a tree killed our momentum.

I started laughing, "Wow! That was AMAZING! I'm definitely doing that again!"

The laughter stopped when I heard my phone buzz again in my backpack. I changed the mech back into its bipedal form and checked to see if I'd got another message from the creep. Sure enough, it was him.

[Too late]

Too late? Has he-

"No, there's no way he's got to Aunt May yet."

I don't even know if it's a 'he'. It could be anyone.

With shaking hands, I typed in a message of my own.

[Who are you?]

But the message didn't send. It couldn't find a number to be sent to.

"Ugh, of course he hid his number."

Still webbed to the chair and wired up to the mech, I extricated us from the tree and stomped out of the park. The locals were so used to seeing SP//dr and I in the mech that they didn't even stare as I webbed my way into the upper echelons of Ditmars-Steinway. Within a few minutes I was outside my aunt and uncle's house.

I stood in the driveway and scanned for heat signatures in the area. Sure enough, there were people around, but they were all in their houses. Unless one of my neighbors had suddenly decided to start harassing me, that meant the stalker wasn't here.

"SP//dr, check the satellites again…"

But they turned up empty too. My phone lit up.

[I see you]

At this point it wasn't even surprising. I was starting to suspect he was lying, cos I'd never seen camouflage so effective that it rendered you totally invisible. Well, I'd never seen it outside Oscorp, anyway.

Maybe this person works for Oscorp.

"Or maybe he's in my house."

Or someone else's house.

"Am I seriously being stalked by my neighbors?"

As soon as those words left my lips I got another message.

[No]

I froze.

"No…? No to what?"

Can he hear what I'm saying?

I was shaking now.

There's no way someone could bug the mech. I'm the only one who even knows how it works.

I took a deep breath.

Calm down, Peni. Let's just check the house before Aunt May gets back.

I launched myself over the roof and landed in the back yard. I did another infrared scan. Just like the first, it turned up empty. No unusual bioelectrical signals, no unusual heat signatures, nothing.

De-powering the mech had never been so nerve-racking, but it had to be done. SP//dr let himself out of his little cockpit and crawled onto my cheek. I stroked him with my index finger.

"Even if they bugged the mech, that doesn't mean they've bugged the house. It could even be my phone that's giving me away… hmm…"

I left my phone in my backpack, and left the backpack in the mech. With my keycard in hand I carefully walked up to the house's rear entrance. It was locked.

I breathed a sigh of relief, "That should mean that no one's been in here since Aunt May and Uncle Ben left for work this morning."

That didn't stop me from peeking into the hall before fully opening the door, though. It didn't ease my mind enough for me to walk straight in, either. Even knowing that no one could possibly have come in while the rest of us were out, I still felt compelled to listen for any little sounds, check for any signs of movement - but everything was just as it should be. Nothing was out of place. There was no noise. It was just me and SP//dr.

I almost wanted to cry in relief. Had I really been that stressed about it?

It's not like he's my first stalker.

I laughed at myself, "Probably just hacked my phone. I'm such an idiot."

The school was definitely gonna contact Aunt May about my absence after lunch, but it was worth it. I couldn't have known it was just some rando.

I started climbing the stairs, "He really had me going for a second there."

My bedroom door stared at me from across the landing. The ground floor had been totally normal - that didn't mean the first floor would be.

It will be.

I peeked into Aunt May and Uncle Ben's room: nothing. I peeked in the bathroom: also nothing.

There's no one here. I just need to relax.

But I couldn't relax. I still had my room left to check.

I cracked my knuckles, then as quick as I could I threw my bedroom door open and charged in.

"Come out you coward!"

But it was empty. Everything was in its right place. The only person home was me.

I flopped onto the bed and let my tension melt into the mattress.

"Stupid stalker."

I should've just told a teacher.

"How could I know he wouldn't actually kill someone if I did, though?"

SP//dr crawled down my arm and rested on my hand. Today really had been a terrible day.

"Maybe I should call Anna."

But my phone was still in the mech.

"Could use the holophone… pretty sure she wrote her number down at some point."

Yeah, I should call Anna. She'll understand.

I sat up and span around so I was sitting on the edge of the bed. Then something caught my eye, shining bright white by my pillow. As I looked closer I realized it was underneath my pillow. It seemed to be a sheet of paper.

"What the heck?"

I grabbed the edge and pulled it out. When I saw what was on it I nearly fainted.

"No…"

It was a handwritten message, scrawled in black ink. It read: THERE IS NO ESCAPE FROM ME, PENI PARKER.

"That's not possible. How…? How could someone get in here without a key? Without setting off the alarm? Who…?"

I was wrong. This wasn't just some stalker. This person was dangerous. They got into my mech, my school, my house… and I had no idea how they did it.

"Why me!? Why!? What am I supposed to do!? How do you stop someone like this!?"

I desperately scoured my brain for an answer, but nothing was coming to me… and as I sat at the edge of my bed trembling in fear, panic rising in my chest, I began to think that maybe nothing ever would.

Chapter 2: Mirage

Summary:

Last chapter, Peni rushed back early from school after a mysterious stalker threatened to hurt Aunt May. However, when Peni got home, no one was there.

Now Aunt May has arrived, and she wants to know what the heck is going on. But Peni can't possibly tell her. Not when the anonymous stranger is watching, waiting...

Notes:

Whew! This chapter was a monster to get right. It took a whooole lot of editing but I'm finally happy with it! I'm gonna TRY and get these out every two weeks in future but don't panic if it ends up taking another month!

Also, sidenote, Daredevil will be coming up at some point within the next few chapters. His outfit at this moment in time is his usual red, but he eventually switches to his comics outfit (spikey with lots of browns and blacks). There's a reason for all that, which will be explained! Just wanted to make it clear I haven't forgotten what his Earth-14512 outfit looks like!

Chapter Text

Aunt May wasn't happy, "You still haven't explained why you came back early from school."

I dragged my uncle's black and yellow toolbox out from the cupboard under the stairs, "I told you, I panicked."

"Your spider-sense doesn't just activate for no reason. We've tested it thoroughly. We can even estimate its maximum effective distance. Incidentally the maximum distance isn't even a tenth of the distance from here to Mason Banks."

"I don't know why it flared up, but it did, okay? It just did."

She crouched down beside me, "Peni, what happened? Are you being bullied?"

Yes, but that's not why I came back.

"No."

"You know how important it is to attend school properly."

"I already know everything they're teaching me."

"Peni-"

"Aunt May, please, you don't have to explain it again."

"You can't keep skipping school like this."

"I have to protect the city. New York needs SP//dr."

"New York has an entire police force to deal with crime, Peni. It's not your job to get everything. The only place you have to protect is-"

"Oscorp, yes, I know. I don't see what makes it so special."

"Oscorp built your mech."

"Dad made the mech, they just took the credit."

I opened up the toolbox. I needed a special kind of nanobot, a neuronal nanite. Neuronal nanites are nanobots with a very specific function: to connect one gizmo to another, so that they can communicate wirelessly with zero latency. They can also, if you have the know-how, allow a machine to directly interface with an organic brain without the need for wires or headsets; a bit like telepathy, but between people and machines rather than people and other people. You'd think something that cool would be ubiquitous nowadays - I mean it's, what, the 32nd century? But unlike other nanomachine technology, you can't just casually buy brand new neuronal nanites. The company that produces them has a complete monopoly on the market, so they charge sky-high prices for anyone wanting in on the action. That means only the most high-end products get to enjoy the benefits neuronal nanites offer. Of course, the manufacturer doesn't have to worry about such prices. They can produce as many nanite-heavy products as they want, cos the nanites are actually ridiculously cheap to make. The company's name? You guessed it: Oscorp.

Can't believe I used to think Mr. Osborn was a nice guy.

"Peni are you even listening to me?"

I looked up at Aunt May. She had her arms folded.

"Sorry…"

"I know it's been difficult for you since your father passed away. I understand that fighting crime helps you. But there's a limit. There's a point where it becomes an obsession."

"What's the point in having the mech if I can't use it to help people?"

"You were never meant to have it."

"But I do."

"Yes, you do."

"And I enjoy piloting it. SP//dr and I make a great team."

"I'm not saying you're doing a bad job. I'm just saying you need to rethink your priorities-"

"I can't just let bad guys hurt people, Aunt May. I need to… I need to-"

Make sure that what happened to Dad never happens to anyone else. Ever.

"I know, but you need to go to school, too."

"I don't need to go."

"You do need to go, and if you skip again… I'm going to ground you. Completely. No mech, no crime fighting, nothing."

It felt like a weight had been dropped down into my stomach, "You can't be serious."

"I'm serious. You've been such a well behaved girl that we've never needed to punish you. Ben and I considered grounding you when you skipped the first time, but I told him you were just hurting. I accepted that you needed space, that you were still grieving. But then you never stopped."

"If I'm not out there, people are gonna get hurt, or die."

"You're not god, Peni. You can't save everyone. No more skipping. Not for anything less than an Oscorp alert."

"But Oscorp never gets alerts!"

"I know what I said."

"Aunt May, please-"

"That's final. You can go out and fight crime after school, but during school hours you stay in school. Understood?"

I huffed, "Fine, not that it'll teach me anything useful."

"It's not all about classes. You know that right? You need to make friends, too."

"Where are your friends?"

She paused, "I… we… stay in touch. Work is very demanding at the moment-"

"That's what I thought."

I picked up the toolbox, which was still hanging open, and carried it out to the star-lit backyard without looking back at Aunt May.

I should just tell her the truth and let that stalker try and-

"No! No…"

She could never know the truth. Whoever this person was, they were smart enough to break into the house and leave a message under my pillow without tripping a single alarm. They could easily get to Aunt May.

'There is no escape'… that's what it said.

Even my room wasn't safe. Nowhere was safe. I had no place to hide, and no one to tell. As my feet crunched on the twigs and dead grass at the back of the yard, I closed my eyes and promised myself:

I'll get through this, one way or another. I'm not alone. SP//dr is with me. Dad is with me…

I opened up my mech's entry hatch and stepped inside. It was time to check for bugs - and not the eight-legged kind.

That stalker was listening to me somehow. My words… maybe even my thoughts.

I hadn't considered that the neural amplifiers could've been tampered with. They were old and frayed, the exact same ones my dad used when he piloted the mech. They'd needed replacing for a long time, but I could never bring myself to do it. I'd tweaked so many things, but those glorified headphones… somehow when I wore them, it was like his hands were over my ears, like he was still there in the cockpit with me. One time they got dragged off my head in the heat of battle. There I was, motion sick and dizzy on the cockpit floor while some mad scientist in a power suit threw me off the George Washington Bridge. It nearly killed me - would've got me killed for sure in fact if I hadn't accidentally crashed into a tour ship on the way down (an expensive but life-saving mistake). Even then I didn't replace them.

I could probably leave them as they are. No way anyone could mess with these.

Except this person could. They already got into my room and stalked me all through the school without being noticed. My first thought was that they'd hacked my phone, but I checked it and couldn't find any malicious code.

Either they're in the mech… or they literally read my mind.

I'd seen and read about lots of incredible things, but never had I heard of a mind reader outside of Professor Xavier, and there was no way it was him stalking me… right?

I reached around behind the amplifiers, to where the wires trailed into the back of the seat. The whole thing had to go.

Need to fix the seatbelt too…

SP//dr crawled down my arm and onto the top of my hand.

"Careful, lil' guy, I'm gonna be doing a whole lot of DIY and I don't want you to get hurt."

He didn't seem afraid as I started cutting open the back of the chair with a hard light knife. I uncovered the full length of the neural amplifiers' wiring, right down to where it connected up with the rest of the mech's infrastructure. The heart of the mech was the sync engine, of course, but in the floor was a kind of electromagnetic junction where information could be transferred quickly and easily between systems. That part didn't need to change, but if I wanted to replace the amplifiers, the wiring had to be removed.

I carefully disconnected each wire from its socket and coiled them up around my arm. SP//dr sat on my shoulder, watching the action. Once I'd collected up all the wires I gently detached the headphones from the pilot's chair. They really were beaten up.

You've seen a lot, huh?

I brought them close to my face. I thought maybe they'd smell of him, but they didn't. They just smelled of plastic. With a heavy heart I gave them a little kiss, then I put them in my backpack. Even if I couldn't wear them in the mech, I could still keep them with me.

I'm not abandoning him. I'm just making his design even better. He'd want this.

That's what I told myself as I crouched down and dragged out what was left of the old seatbelt. Like the neural amplifiers it was clearly never intended to be used beyond the prototype phase. It was tech so old even the Millennials had it, just some fabric with a rudimentary brake system. I needed something better. Something modern. I whipped out my phone, ignoring the sense of dread that burned in my throat as I unlocked the screen, and opened up the schematics for a gravity-based anti shock system. Simply put, the electromagnetic energy that kept the mech's limbs in place could be rerouted to hold me in place in the event of a crash - or at least, that was the plan.

"It should be fine… I think."

After I was done fitting the new 'seatbelt' I downed a can of cola (it's always good to have a few lying around, just in case) and started installing the nanite receptors. Nanite receptors, like nanites, were pretty small. They had only one function: to relay patterns sent to them by nearby nanites. Hardware that relied on nanites usually came with built-in translators to make the whole process easier. The human brain wasn't so simple. The mech wasn't so simple, either. To get neuronal nanites to work with something organic you had to train them. You had to teach them to recognize the unique patterns of your specific mind. It was even more complicated in my case, cos I had two minds to work with, which could either make it easier, or a lot harder.

"There."

The receptors were installed in the floor. There was no need for another receptor array because the second receptor was literally my brain. The information would, if everything went right, go from my brain, into the receptors, then into the mech and thus SP//dr's brain. The code to carry that out was all there in the mech, the sync engine was still exactly the same. If the nanites were co-operative, syncing with SP//dr would (in theory) be silky smooth. If they were co-operative…

I hope I'm remembering Anna's instructions right.

Aligning a human brain with nanites was one of the last tricks my old tutor Anna taught me before I joined Mason Banks. Nanites behaved a lot like neurons in the brain. All they did was carry a charge - the actual information was conveyed through the pattern the charge formed in its journey across the neuron cloud. You needed to reinforce the connections you wanted, and ignore the ones you didn't. You needed to ignore when the machinery you were hooked up to started to go wrong, and focus only on the desired outcome, and you needed to do it over and over again. That was when you were working with just one brain.

I took a couple packs of nanites out of Uncle Ben's toolbox. I needed enough to convey complex information quickly. Once released, they'd float around the cockpit and respond to my thoughts. Immediately.

"Alright SP//dr, time to get in your cockpit," I said as I opened up the tiny hatch that led to his specially designed arachnid-friendly cockpit. When we were both in position I cracked open the first box of nanites. They rushed out in a cloud, flickering and sparkling like translucent fireflies.

"Wow…"

Gotta do the second box now.

I released the second swarm of nanites and they quickly dispersed and settled till not a single one could be seen inside the mech. I sat in my chair.

"Well that was easUUHHHHHOWOWOAHHH!"

My mind dipped in and out of the mech. One moment I could feel my human arms, the next I was numb but for SP//dr's mechanical feet. My field of vision expanded and contracted wildly so that from my perspective I was watching the starry sky and the smooth metal floor of my mech at the same time.

Focus.

I closed my eyes and thought about the feeling I had that morning, the feeling of soaring through the air, the wind against my synthetic limbs. I felt my consciousness drain out of my body and fill the mech. I could feel SP//dr within me, a warm feeling in my chest, a tickle of tiny hairs on my arm. He was there. He was me. We were together.

We were one.

Yes, this is it.

I opened my eyes. I saw my cockpit. I saw the trees bristling in the wind in the backyard. I felt the stillness of the air in the mech, and the cool rush of the breeze outside, simultaneously. It was like I was two people at once. Normally that'd be a sign that the sync had failed, but somehow… somehow it felt right, more balanced. SP//dr's mind was as present as my own, as if our bodies had overlapped without splicing our consciousnesses.

That probably did mean the sync failed. But it wasn't a bad feeling. I could get the nanites to correct it, to make it like it was before. As that thought entered my mind I could tell SP//dr would be happy to go along with that.

Hang on. Let me test something…

I stood up in the cockpit and opened the entry hatch. I walked out onto the grass, staring at my aunt and uncle's house. I could still feel the mech's limbs. In my mind's eye I could see myself, standing by a tree, looking across to the house. I tried walking further. The feeling got weaker. I walked about ten paces before finally I couldn't feel the mech's limbs anymore. I half expected to faint, like what normally happened when I got suddenly disconnected from SP//dr. But I didn't faint. I didn't even feel woozy.

I turned and look back at the mech. SP//dr shone an emoji smile at me. I waved at him, and he waved back.

This might actually be better. Like, a lot better.

I ran up to the mech and hopped back in, immediately feeling SP//dr's mind sidle up to my own again. It was like putting on a coat, or a backpack. As soon as I was in range the entire mech was in my consciousness again.

"Amazing…"

I still needed to check for bugs. Checking everything manually would take forever, and I couldn't guarantee that I wouldn't miss something small. The only way to know for sure would be to let my mind sink into the mech and feel for any differences.

Leaning my head back against my pilot's chair, I relaxed the muscles in my arms and legs and let my mind wander. I watched SP//dr (the spider) appear before me. He attached little strands of web to my hands and started gently pulling me down, down, down. My feet became numb. Then my knees, my fingertips, my thighs. As my stomach disappeared I started getting new sensations - the pressure of web fluid inside my arms, the tension of the magnetic joints holding my metallic limbs in place. Soon all I could feel was the hum of the mech's electronics. My human body might as well not have existed. It was like before, but much deeper. With the old 'headphone' amplifiers I still had an awareness of myself. Now I'd really become SP//dr.

I drifted along as he guided me through all the little bits and pieces of the mech.

Is this what you feel when you get in your cockpit? I asked him in my thoughts. Though he spoke no words, I felt him say, Yes.

We checked every inch of the mech together, but nothing was out of place. If the stalker really had hacked the mech, they hadn't left any evidence. That, or my hunch about the old amplifiers was right.

It doesn't matter how they did it. They're not gonna get another chance. I'll be watching.

I'd already set up cameras in my room, just in case. I wanted to cover the whole house, but I still needed to keep it a secret from Aunt May and Uncle Ben. Until the stalker was caught, I had to assume he (or she, or whoever it was) could carry out his threat.

[Tell them, and they die]

The stalker hadn't messaged me since I got home.

Is it someone from school? I thought as I went back inside the house with SP//dr on my shoulder, Maybe it's that teacher…

The new teacher was suspicious, but I was with her when one of the messages arrived.

It could be more than one person. It's not hard to fake a phone number.

"Peni!" Aunt May said cheerfully as she sprung at me from round the corner, "I thought we could have some of those veggie burgers you like tonight."

I staggered backwards in surprise, "Aunt May! I didn't… wait, veggie burgers? I thought Uncle Ben hated those?"

"He does, but he won't be back till late."

"Why?"

"He's working on a project. It's top secret."

"Even from me? I literally protect the place."

"You can never be too careful."

"Do you know what it is?"

"Yes, but-"

"But can't know? That doesn't seem fair to me."

"I'm sure Mr Osborn will tell you about it eventually. Anyway, the veggie burgers, I couldn't get any cheese to put on them but I've got the lettuce."

"No lettuce."

"It's good for you."

"It's gross."

"At least try it. This lettuce is meant to be extra tasty. It's a genetically modified blend of six different lettuces, plus a little jalapeno pepper, to give it a kick."

I sighed, "If I promise to try it will you let me go to my room?"

"I wasn't stopping you," she explained as she stepped aside.

"So I don't have to try it?"

She smirked, "You still have to try it."

"Fiiiineeeee."

"Honestly, you're the only vegetarian I know who doesn't like vegetables."


The hand-written note from the stalker was still there, under my pillow. I had to move it soon, or Aunt May would definitely find it.

No one can know… anyone who knows is in danger.

I pulled out the note: THERE IS NO ESCAPE FROM ME, PENI PARKER. Just looking at it made me feel numb.

Need to hide it.

I stowed it under my mattress. Not perfect, but good enough for now. I pulled my phone out of my backpack. Still no new messages. I scrolled through my contacts, thinking of what I'd say if I called them.

Anna, have you ever been stalked before?

Yeah right, like I could be that direct. If I said something like that it'd be as good as putting a crosshair on her head. I started shaking as it sunk in that the stalker had been in my room. They'd had a free run of my entire house, and no one had even noticed. They could've messed with my bed, saw my photos of dad… my underwear.

Please god don't let this person be some kind of pervert.

I still had Dad's old number in my phone. I'd barely ever needed to call it before.

What would you do, Dad?

I could almost hear his voice in my head. He would've believed in me, I knew that much. He would've trusted that I could beat this stalker.

I do have one person I could talk to…

Daredevil. He was there when my dad died, but it's not like we were friends or anything. We just both happened to be fighting the same gigantic dinosaur monster when everything fell apart. I never expected him to come find me months later, while I sat eating lunch on top of a skyscraper. I didn't expect to cry as much as I did, either. In the end he gave me his number and said to call if I ever needed him. It'd been maybe two years since that meeting, and I still hadn't called him.

Maybe now's the time.

I hovered my thumb over the 'dial' button, then-

"Peni! Dinner's ready!"

I hesitated, my voice stuck in my throat. Then I switched off the phone.

"Coming!"

Daredevil would have to wait.


"Is it the lettuce?" Aunt May asked me as I prodded the green leaves littering my veggie burger patty.

"The lettuce is fine."

"You haven't eaten any of it yet."

"It looks fine."

Why would someone wanna stalk me? Do they read Gene Pop?

"You haven't gotta try if it you hate the idea that much."

I picked the burger up, "I'm eating it, okay? Please stop worrying."

The school has top notch security. Even if they snuck in via a window there are cameras everywhere and heat sensors and everything. You couldn't just waltz in. You'd have to be a staff member. So how did the stalker know what I was eating for lunch?

I grimaced. The lettuce was nasty. Aunt May noticed.

"That bad?"

I forced the offending vegetation down my throat, then quickly downed half a glass of soda to cleanse my mouth.

"It's awful," I replied.

"Okay, you can take the rest out. We can try carrots again next time."

"In a burger?"

"No. Unless you think that sounds good?"

"Definitely not."

They must work there. It's the only thing that makes sense. I know my phone wasn't hacked. Or at least, I think so… there was no malicious code, but… no, the phone definitely wasn't hacked, I shouldn't doubt myself. The phone is clean, the mech is clean. I don't think the house is bugged, either - not that I've checked it. But they couldn't have bugged it before breaking in… unless they broke in a long time ago and just waited till now to tell me. How many times have they been in my room without me knowing?

Suddenly I heard a ringing in the hall, shrill and piercing. My whole body jolted in surprise, making me drop my burger onto the plate. Aunt May gave me a funny look, then went to answer the holophone.

"Hello?"

I don't know what I was expecting. There was no reason for me to believe that the stalker would call the home phone rather than message me surreptitiously. But nonetheless there I was, frozen in the dining room, waiting to hear some deep, intimidating voice tell me I was already too late, that Uncle Ben was dead. I couldn't even bring myself to peek round the corner and see who it was.

Thankfully I didn't need to.

"May, I think I left my toolbox at home," came Uncle Ben's voice.

"I could've told you that."

"You knew?"

"You always leave it here."

"…I do?"

She laughed, "Ben Parker, what am I gonna do with you?"

"I always end up with a toolbox when I get here, though."

"That's mine, honey."

"Oh…"

"Don't worry, I can send you whatever you need via the transporter."

"Well, if I've been using your toolbox I don't even know if you have the thing I need."

"A tool's a tool."

"It's not a tool I'm looking for. I had some nanites in there. Brand new."

"Can't you get more from lab storage?"

"Mr. Osborn's the only one with the passcode. You know that."

"What about Toomes?"

"He has the same access I do."

"Really? I thought if Osborn would trust anyone with the code it'd be him."

"Well, you know how it is. He doesn't really do trust. Not after what happened with Anna."

Nanites, huh… like the ones I used in my mech…

I picked up my burger and tiptoed to the edge of the kitchen. My aunt had her back to me, and Uncle Ben wouldn't see me clearly via the holographic connection. I could sneak out before Aunt May asked any awkward questions.

"Peni, did you see your uncle's nanites in that toolbox you took?"

Too late…

"Uh, nope! Didn't see any nanites."

Uncle Ben sighed, "Where the heck did I put them then?"

Aunt May stared holes into my head, "I'm sure we'll find them eventually, Ben."

That meant trouble for me. I stuffed as much burger as I could into my mouth till I looked like a well-fed squirrel, then I dashed up the stairs. As soon as I got into my bedroom I tore off my day clothes, threw on my PJs and jumped into bed. Aunt May couldn't lecture me if I was asleep.

She'll never fall for it.

Luckily for me she never came upstairs, and as exhaustion set in, even my worries couldn't keep me awake. With SP//dr resting peacefully on my forehead, I closed my eyes and fell asleep.


BEEP BEEP BEEP BEEP BEEP BEEP BEEP

An alarm pierced my dreams. I could hear it in my head, feel it between my ears.

BEEP BEEP BEEP BEEP

My eyes snapped open. The room was pitch black but for the dim glow of my phone. Red light. The color of danger.

"What the…?"

Then I saw it. ALERT LEVEL 3: a direct attack on Oscorp HQ.

"Wha-!?"

I pushed myself up and jumped out of bed, SP//dr scurrying into the safety of my tousled hair as I quickly changed into my uniform.

"Who the heck would try and attack Oscorp HQ!?"

I yanked my bedroom door open and rushed down the stairs. The mech's domed window gleamed faintly at the back of our yard as I stomped through the grass. I opened it up and hopped in. Immediately the nanites went to work, amplifying the existing psychic connection between SP//dr and I till our consciousnesses overlapped and fell perfectly in sync. Two minds in perfect balance.

They say two is better than one.

And they were right. Inside the mech was where I belonged, not in some classroom or stuck at home. This was what I was meant to be doing. It was Dad's dream, and now it was mine.

"Let's go, SP//dr!"

We, not I, we activated the jet thrusters in our feet, and rocketed into the sky.

"Wooohooo!"

Down 21st street we went, weaving between cars and darting around the neon billboards that jutted out of each and every shopping tower. It was like charging head-first into a rainbow. Amidst the technicolor chaos I saw the Shikishima Building, like a glass knife cutting into the sky. We closed in on the intersection. 21st Street became Astoria Park Street. I turned, aimed for the Shikishima Building. SP//dr took charge and shot a web line onto the skyscraper's glass face. We swooped in, skimming past the crystalline glass, and cannonballed down the road towards Hallets Point Watchtower. The tower wasn't big enough to get us over the river by gliding alone, but with a bit of momentum…

SP//dr calculated the best spot to web and guided my hands as we approached the tower. It was an angular building, like the old Washington Monument from pre-crisis times, but much bigger. The police used it to monitor communications in the city, a fact I knew thanks to overhearing Mr. Osborn chatting with his buddy Adrian Toomes.

Can't believe Aunt May wouldn't tell me what Uncle Ben was working on.

My stomach rumbled.

Breakfast will have to wait, buddy.

What even was the time? In my hurry I hadn't even thought to check. Whatever. It didn't matter. New York City never slept, whether it was day or night. I reached over and found my bag of candy as SP//dr webbed us to the watchtower. Together we pulled ourselves in, gave the rockets some extra thrusting power, then at just the right moment cut the web.

"YES!"

We shot over the river like a bullet. We were headed straight for Yorkville, but we needed to be in Midtown. My phone buzzed in my backpack.

"Why's the alert going off again!?"

As I pulled it out I saw it was Aunt May calling me.

"Peni, where are you-"

Suddenly I realized we were on a collision course with a very sturdy looking statue. If we didn't act fast we'd crash into it.

"Can't talk right now Aunt May!"

SP//dr placed a crosshair on the optimum webbing spot and I shot the line, feeling the web fluid blast out of my metal wrist as if it were my flesh-and-bone arm. We swung and whooshed up between the skyscrapers just in time to avoid disaster.

"Peni!" Aunt May yelled.

"I'm on my way, alright!? I'm going as fast as I can!"

I hung up, stuffed the phone in the backpack and dropped it between my legs.

"God, do they have no patience? I bet Mr. Osborn put her up to that."

He's such a dick. I bet he won't even thank me when I turn up.

In spite of my anger I hurried towards Oscorp HQ. It hadn't been attacked in almost a year - the last time being when Rhino tried to take his grievances with the city's AI-controlled police system straight to the source. He messed up the entire ground floor before I stopped him, but he was an outlier. A lot of people wanted to get to Oscorp. Business rivals, drug cartels, hackers and underworld engineers. Oscorp had its fingers in lots of pies, and everyone wanted a piece. But as hated as Oscorp was, most people weren't stupid enough to mount an attack right on the most heavily guarded property in NYC. Even the president didn't have the kind of equipment Oscorp had. To actually break into Oscorp HQ nowadays you'd need a small army.

And, as I swung down the ever-congested mag-lane on 59th street and Oscorp Tower came into view, that's exactly what I saw.

"No way…"

The street was swarming with soldiers. Like an army of ants they flooded through the tower's security gate and towards the main entrance. We had no time to lose: immediately I cut my web line and crashed down into the fray. They were all around us, yet somehow not a single one of them was coming up on the mech's sensors.

It doesn't matter. I can see them with my eyes. Our eyes.

SP//dr redirected the mech's magnetic energy to our fists. I cracked my knuckles, got into position, and started punching. I swung my arms wildly into the fray, but no matter how hard or fast I punched, none of my strikes seemed to hit. They were always just a few inches too far away. I thought about using the rockets.

No, not on people. At close range like this there's no way they'll survive.

I heard an explosion above me. I looked up and glass was raining down from one of Oscorp Tower's upper floors. Fire streamed out into the night sky, searing orange against pitch black. Then I saw it. Like a spider, crawling out of the window and down the side of the building. It had four legs, long and stringy. In the middle of the legs was what looked like a human. No… not a human…

Is that an android?

My question was answered when a familiar voice hissed through my comms system.

"We meet again, Peni."

My throat closed up.

"O…Otto?"

The man who killed my father. He was destroyed in an explosion. Or at least, I thought he was.

He couldn't have survived. There's no way. We destroyed him. He died, he-

"I'm back to finish what I started."

He leapt off the wall and charged at me. Without thinking I fired off a round of rockets. He disappeared into the throng of soldiers.

"Damn it!"

But the rockets kept on going. With nothing to stop them they ripped into Oscorp Tower and exploded in a thunderous ball of fire and smoke.

I'll worry about that later, for now-

There he was again, in the corner of my vision. I span around. SP//dr scanned the crowd but Otto was as invisible to my scanners as the soldiers were.

"Show yourself, Otto!"

He did, launching into the air and hurling his mechanical tentacles in my direction. I fired another rocket but it missed again.

"How!?"

Suddenly there was a blinding flash of light in front of me. I covered my eyes. SP//dr took over, scanning the area with the mech's sensors. Sure enough they picked up enemy units, and lots of them. The soldiers had finally decided to take me down. I felt SP//dr reassure me.

You're right. We can do this.

And so we pushed forward. Using SP//dr's vision, shown to me in my minds eye, I punched through the soldiers. This time the punches hit, and hit hard. With just a single strike the soldiers went flying across the street.

"Are you really gonna make everyone else do your dirty work, Otto? Too afraid to fight a twelve year-old girl one on one?"

"I have no desire to waste my time crushing insects. Osborn will pay for his crimes, and you will not stop me."

I reached the Oscorp Tower entrance. Though my eyes were still closed, I could tell through my spider-sense that there weren't any threats nearby.

Did he run away?

"Where are you hiding, Otto!?"

He laughed, "Open your eyes, child. I'm right in front of you."

I opened them and sure enough there he was, a metal man hooked up to four cybernetic tentacles. His eyes glowed molten red in the darkness. From what I could see he didn't have a mouth, or ears, or any human features at all save his artificial voice, which was still full of the same cold arrogance I remembered from years ago.

I gritted my teeth, "I'm not letting you get away this time."

"I'm afraid you don't have a choice."

He started to fade away into a cloud of smoke.

"NO!"

I fired all the rockets I had left right at him. They passed through the smoke and coiled together as they closed in on the front door. When they exploded they exploded simultaneously. The force sent me flying across the street, through the air, straight into another skyscraper. I fell down and crashed face-first into the road. Somehow the glass didn't crack. Nor did my new electromagnetic seatbelt, which was trying its best to pancake me against my pilot's chair.

"Ugh…"

The comms crackled into life again.

"What is the meaning of this!?"

"…Mr. Osborn?"

He sounded angry. Really angry.

I pushed the mech upright and saw more soldiers. Except these soldiers had the Oscorp logo on their armor.

"You better have a damn good explanation for blowing up half of my building!"

I couldn't believe my ears. He was criticizing me for defending his company?

"You sent the alert! Look at all the soldiers I took out for you!"

"Yes, my soldiers! Oscorp soldiers!"

"They were shooting your building!"

"No, YOU were shooting my building! The alert woke me up! I expected a super-villain, instead I got one of my own goddamn employees!"

I could feel myself start to sweat, "You need to chase Otto. He's back. He's the one that brought the soldiers here."

"What the hell are you talking about!? Peni, Otto's dead. There are no soldiers here apart from our soldiers. What about that do you not understand!? You're lucky you didn't kill anyone!"

"I know what I saw!"

"Nothing! Nothing is what you saw!"

"Look at the security cameras! He was right there!"

I heard a frustrated intake of breath, "He wasn't."

"I told you, check the cameras!"

"I don't need to. The security guards had a front row seat for your nonsense."

"But… there weren't any security guards…"

I started to feel dizzy. As I looked out of the mech's window I saw the soldiers I'd defeated strewn across the road. Sure enough, every one of them had the Oscorp logo on their uniforms.

That's impossible… I saw them attacking the building… I saw Otto.

I held my head in my hands.

SP//dr, help me. What happened? You saw them, right?

He did. He saw them just the same as me. But then again we were psychically linked.

How…

A knock on the window startled me out of my introspection. It was Aunt May. I didn't open the hatch.

"What are you doing here?" I asked through the mech's speakers.

"What are you doing here young lady? One minute you're fast asleep, the next you're blowing up Oscorp?"

"There was an alert."

"We all get notified of an alert, Peni. There was no alert."

"I'm not lying!"

"Peni-"

"I'm NOT lying! There was an alert! Do you really think I came here and did all this for no reason?"

"Just open the door."

Suddenly the soldiers all moved aside. One by one they saluted as someone made their way through the path they'd opened up.

Ugh… great, now Mr. Osborn is here in person…

He banged the mech's window with his fist, "Open the hatch this instant!"

Realizing that I had no choice, I opened the hatch. I braced myself for him to storm in, but he just stared at me.

"Get out here. Now."

I did as I was told, releasing SP//dr from his separate cockpit and placing him gently on my shoulder. As I stepped out onto the cracked and beaten sidewalk and felt the humid air on my skin, I thought about what Aunt May said just a few hours earlier.

I can't afford to get grounded. If I had to go without the mech, I don't know what I'd do…

But it looked like that was exactly what was gonna happen. Mr. Osborn glared at me silently, arms folded, fury radiating from every inch of his being. Aunt May was the same, maybe less angry, maybe more disappointed.

It's not even my fault.

When he spoke it was through gritted teeth, "Do you know how much it's gonna cost to repair this damage?"

I looked down at my feet. I wouldn't even know where to begin answering that.

"That's easily a million dollars worth of repairs, assuming the equipment inside the floors you blasted wasn't totally destroyed."

"I didn't mean to-"

"You didn't mean to!? What did you intend to happen when you fired explosive rounds at my building?"

"I had to stop Otto."

"Look, Otto was never here. He's dead. Long dead."

"I know what I saw."

He sighed in exasperation. Aunt May crouched down to my level, "Peni, why did you do all this?"

"I got an alert on my phone, I swear. It woke me up."

She looked at me, serious and focused, the city lights sparkling in her eyes like distant stars. For a moment it felt like she was looking inside me, like she could read my mind.

"I believe you," she finally said, "but the fact is, there was no alert. If you'd waited, if you'd just listened to me when I called you, none of this would've happened."

She was right. But at the same time…

"If you believe me, then you know he's out there, right? I wasn't imagining all that."

Before I could say any more she pulled me in for a hug.

"The mind is a strange thing, Peni," she said softly, "it's easy to make mistakes when you're tired and stressed."

I pushed her away, "I'm not crazy."

Mr. Osborn cleared his throat, "May, can I have a moment?"

He took my aunt aside while his armed entourage watched over me. SP//dr watched Mr. Osborn from atop my shoulder. I could feel his rage.

Don't worry about him, SP//dr. It doesn't matter what he thinks. We'll get to the bottom of this, one way or the other.

When they came back I already kinda knew what to expect. That didn't make it any easier, though.

"From now on," Mr. Osborn began, "you are banned from piloting the mech without supervision from Oscorp staff. You will allow my staff to monitor your movements while on duty, and you will obey any commands they give you."

"You've gotta be kidding me!"

"Where possible I'll put your Aunt and Uncle in charge, but you will answer to whoever I appoint to look after you."

"That's not fair!"

He pointed his finger right at my nose, "You don't get to complain! You do as I say or you'll never pilot that mech again."

"It's my mech!"

"It's mine. You're merely renting it. May, take her back home. I have some phone calls to make."

Aunt May grabbed my hand and started dragging me to her car.

"Wait! What about the mech?"

"It'll be waiting for you at Oscorp tomorrow."

"But I ride it to school!"

"Mr. Osborn wanted to keep it for tonight. If I pushed the issue he might have taken it away from you forever. Trust me, this is for the best."

"This is so unfair."

"We can talk about it in the car," she said, but as soon as the door closed behind me any conversation that could've been had was stifled by a suffocating silence.

I leaned the side of my head against the backseat window as we floated away. I was so tired. I wanted to cry. SP//dr climbed onto my cheek and stroked the little hairs on my face with his legs. It tickled, and for a moment I smiled, even as bitter tears began to work their way down my face.

It's not fair. I did my job, didn't I? I thought I was meant to respond to Oscorp alerts.

But those soldiers were wearing Oscorp uniforms. I basically beat up Mr. Osborn's security staff. No one else saw Otto, either.

He looked real. Sounded real…

Did I really imagine it? The possibility swam through my mind as we glided across the Queensboro Bridge, away from Manhattan and into Long Island City. The more I thought about it, the more my stomach churned with anxiety. If I could imagine that, what else could I imagine? What if I ended up killing someone because of something I saw?

No… I would never kill anyone.

If I did imagine it, then how? I've never hallucinated like that before. Then a thought occurred to me.

That guy the other day… the one who disappeared after I caught up with him… did I imagine him, too?

No, the police were chasing him before I was. The radio said it loud and clear: he was stealing from Bellevue.

What was he stealing? Did he steal hypnotics? Did he… use them on me?

Impossible. There was no way someone could drug me. I was in school the whole time after that car chase. Although the stalker did get into my room without me noticing…

The stalker. The stalker did this.

I checked my phone. No new messages.

I know you did this. I just don't know how.

I wiped my eyes. Suddenly I didn't feel so guilty.

"I know I'm not crazy."

Aunt May looked over her shoulder, "Did you say something, Peni?"

Oh crap… I said that out loud.

"No… nothing…"


It was almost 3am. That's what my phone told me as I stared once again at Daredevil's phone number.

I should sleep.

There was no way I was gonna be able to sleep, and I knew it.

I should call Daredevil.

Except it was the middle of the night. I rolled onto my back and sighed.

I'm letting the stalker get to me.

And now it wouldn't be just the stalker. Once the news sites found out I half blew up Oscorp they'd be all over it like a fungus in a petri dish. I swiped over to the Spacebook app.

Don't do it.

I clicked. Immediately my screen was inundated with fake pictures of me gleefully punching my way through unarmored security guards. One of them was even holding a donut.

"At least that part's accurate…"

I can't leave it like this. I have to do something

I swiped back to Daredevil's number again.

"The stalker couldn't hurt him… right?"

Right?

I tapped the call button. It rang once. Twice. Suddenly anxiety surged through me, ice cold, filling up my lungs, weighing down my stomach. I quickly hung up and dropped the phone onto the bed, my hands covered in sweat.

I can't get him involved. I can't get anyone involved. It has to be me. One way or another, I have to do it on my own.

Taking a deep breath, I pulled the covers up to my chin and wrapped my arms over my chest.

I can do this. We can do this. SP//dr and me, we-

The phone buzzed and I jerked so hard in surprise that I threw half the bed covers off of me.

I don't wanna know who that is.

But I had to check. I picked the phone up again and unlocked the screen. One new message from an unknown sender.

It's him.

The message simply said, [Can't sleep?]

"Leave me alone!" I hissed, and in a blind rage threw my phone across the room. It thumped into the wall, leaving a crack in the paint, then clattered to the wooden floor. The phone was undamaged.

"Stupid titanium casing."

I heard footsteps from across the hall.

"Peni? What happened?" came Aunt May's voice through my door.

I managed to force myself to reply, "N-Nothing! I just… dropped my phone."

"Go to sleep, sweetie. You've still got school tomorrow."

"I know…"

I stared at the phone. It buzzed again. And again. I dragged the covers over my head and buried my face in my pillow.

Then the phone started ringing.

"No no no no no no no!"

I quickly snatched it up and answered it, "Hello?"

"Peni?"

I lowered my voice, "…Daredevil?"

"Are you alright?"

"Yeah I, it was a mistake, I accidentally called, it's nothing, it's-"

"It's three in the morning and you're still up."

"I sleep late."

"You sound anxious."

I heard Aunt May moving around in her bedroom.

"I'm fine," I whispered, creeping back over to my bed, "I swear."

He paused, "…okay… if you're sure-"

"I'm sure. Don't worry."

I hung up before he could say any more. The house fell silent. The little mail symbol at the top of my screen told me I had two new messages. My fingers were leaving sweat-prints all over the phone.

"It's gonna be the stalker, isn't it?" I said to SP//dr, who was resting on the tip of my nose. My chest felt tight. I noticed that I was holding my breath.

"It's just a text message," I sighed, "just words on a screen."

With a trembling finger I opened up the messages. I didn't expect what I saw.

"Cindy!?"

[Hey Peni, I can't sleep. You up?]

It was her all right. I scrolled back up through our chat history just to be sure.

It's her.

Any relief I felt vanished when I read her second message.

[Something strange is happening to me… I know it's late but I…I can't tell anyone else. I'm not sure I can even come into school like this…]

I replied, [What's wrong? Are you okay?]

Immediately she started typing a response.

[For a while now I've had these wrist pains. I figured it was just cos I was gaming too much or something, you know? But then after I got back from school… I don't know how to explain it, but it's… this stuff came out of my hands. Like string, but sticky. I couldn't control it. I got it all over my desk. I tried to wipe it off but I couldn't get rid of it]

[Oh my god]

[It was nasty. But… then it all just kinda dissolved a few hours later. Am I going crazy? What's wrong with me? You don't get anything like this, right?]

I swallowed air, [No, nothing like that]

Cindy's got… powers?

I typed another message, [Do your parents know?]

[No.]

[Do you want them to?]

A pause, then, [No]

I rolled onto my side, [Do you wanna walk to school together tomorrow?]

[Walk to school…? Why?]

[I know a place that might be able to help]

[For real!?]

[You'll have to get up early though]

[Peni, have you seen the time? I'm not gonna be sleeping tonight]

I laughed. She was right. I probably wasn't gonna be sleeping either. SP//dr crawled down onto the bed and perched himself beside my phone.

"Is it me, or did life just get a lot more complicated all of a sudden?"

Chapter 3: Quicksand

Summary:

Cindy and Peni head over to the Reed Richards Science Center to find out how to manage Cindy's newfound web powers.

Notes:

This one is the longest chapter so far! It clocks in at about 9.5k words. We're getting closer and closer to the appearance of the Spider-Fam, but we're not quite there yet! Thank you to everyone who has kudos'd and commented on this story so far, and also on the series in general :) It's such an amazing feeling knowing someone out there is enjoying this story! Just so you know, there will be a delay for the next chapter, specifically I won't be updating this story till January 2021. That's cos I'll be working on an xmas story for the Zombieland Saga fandom that I've had planned for over a year! I'll also be updating my Into The Spider-House story where possible. I'm not abandoning this one though! So hang tight!

RECAP OF LAST CHAPTER (for anyone who wants/needs it!): Last time we left off, Peni put in the work to update her mech's old-fashioned neural amplification system (and fixed the seatbelts too)! Then in the middle of the night she got an Oscorp alert, but somehow the people she fought weren't really enemies at all!? Mr. Osborn, who insisted that the only thing that had attacked Oscorp was Peni herself, confiscated the mech and sent her home with Aunt May. Then, while lying in bed, Peni got a strange message from Cindy: her friend was developing the ability to shoot webs from her hands. In order to find a solution to this predicament, the two young girls head out early in the morning to seek help at the Reed Richards Science Center...

(See the end of the chapter for more notes.)

Chapter Text

5.40am. I spotted Cindy shivering beside a trash can on the corner of 59th and 1st Avenue. I ran up to her and squeezed her in a tight hug.

"Sorry I kept you waiting! Are you… cold?" I asked, already feeling sweat on the back of my neck from the eternal humidity of the city.

She put a finger to her lips, "Shh!"

"What-"

"Shh! Peni, let's just go already, okay?"

She took my hand and started charging down the stone steps to 1st Avenue's subterranean shopping district.

"Cindy," I whispered, "what are you doing!? We don't need to be down here!"

"I can't keep it in."

"You can't keep what in?"

"The webs. I can feel them in my wrists. They're gonna burst out any minute."

1st Avenue was a long, long, long street, but most of all it was a dark street, at least when you were on 'true' ground level. Shops had been stacking on top of one another there since before the floods started happening way back when. Now you never got natural light at the bottom.

"Okay, so," I mumbled, thinking as quickly as I could, "let's just go down one of the side streets or something. You can let it out there, then we can go back up."

"Someone'll see."

"No one's gonna see anything in this light! We just need to find a quiet spot. There's gotta be one round here somewhere."

She peered around the corner, eyeing up the stairway onto East 62nd street, "What about the cameras?"

"What about the cameras?"

"I dunno, okay! I just, if Oscorp finds out, I-"

"Wait!" I said, digging my heels into the ground as she tried to pull me away, "This'll do."

"I can't see anything…"

"Look closer."

She stared at the tiny alleyway between two run down sushi restaurants.

"That's…"

"Yep! Completely private."

As those words left my lips I thought I heard the sound of distant footsteps. I checked the street, eyeing up the darkness on either side of us. Empty. Silent. Yet somehow I felt like we were being watched.

"On second thought, Cindy, maybe we should-"

I paused. Cindy was trembling from head to toe, "We should what?"

It became clear to me then that we didn't have time to reach somewhere else. The alleyway was the best we were gonna get.

"Never mind. I was just thinking out loud. You go. I've got your back."

She squeezed into the alley as quickly as she could. I stood guard, watching the gloomy retail underworld while she did her thing. I heard a hiss, a splat, then a huge sigh of relief. SP//dr scuttled onto my cheek as Cindy patted me on the shoulder.

"Okay, I think I feel better now," she said.

Her relief became my relief, and as we moved on I started to think I'd imagined the whole 'being watched' thing.

The lack of sleep must be getting to me.

"If you need to dip out of sight again just let me know, okay?" I said, "I have a pretty good idea where the cameras are even without my mech."

"Thanks, Peni. I don't even wanna think about where I'd be right now if I didn't have you."

I smiled reassuringly, "Don't worry, we've got this. The guys at the lab? They're crazy smart. They'll know what to do, one hundred percent. Still, that's a weird power, involuntary web dispersal."

"It's not that weird… I mean, there has to be a weirder power, right?"

"Hmm," I stroked my chin, trying my best to keep a straight face, "I suppose nuclear fart rays would be pretty weird…"

She gave my shoulder a playful shove, "Shut up!"


When I suggested walking to the lab I knew that it wouldn't be simple. In my crime fighting duties I'd scared off many a thug and supercrook from the dark, stinky underbelly of 1st Avenue. Something about the lack of light and drinkable water really brought the crowds in.

Aunt May's gonna kill me if she finds out about this.

I left her a note saying I was walking to school with Cindy, but that'd only work if she was still asleep. Leaving for school at 5am? Yeah, like anyone would believe that. The later she woke up, the better.

Just gotta get lucky.

"That reminds me - oh, watch out for that!" I said as Cindy nearly walked into a pair of dirty socks dangling from the pipe-covered ceiling, "how did you even get out of your house without your parents noticing?"

"I wouldn't call it a house," she replied with a rueful smile.

"Ah yeah, I forgot."

"It wasn't that hard, in the end. Just had to close the front door real slowly."

"How high up do you live again?"

She looked up at the dim fluorescents glowing overhead, "Technically we're room three-four-two, but…"

"We were room twenty," I said, letting the nostalgia seep into my voice, "didn't feel like room twenty though."

"So you were up there with all the rich people, then?"

I smirked, "I dunno, does 'Ingram Mansions' sound fancy to you?"

"If it was in Manhattan? Maybe."

"We lived in Queens."

"Then no."

"It was tiny, and old-fashioned, and sometimes you could smell your neighbor's bad cooking," I explained, gesturing with my hands, "but we were high enough that the mist was way down below us."

"Wow, not bad."

"The rent was as sky high as the apartment though. That's the only reason my dad stuck with Oscorp for so long. At least that's my guess."

We wandered into an especially dim part of the street, where the fluorescents were as out-of-order as the eternally broken public toilets. I couldn't even see my hand in my front of my face. I felt Cindy grab onto my arm.

"Wish my power was night vision," she groaned.

"You and me both."

"Why are we doing this on foot, anyway? Did something happen to your mech?"

"It's a long sto- UGH! Gross!" I cried as I stomped half my leg into an invisible puddle lying in wait on the floor. As if on cue the fluorescents above my head flickered into life, illuminating my soggy leg for all the world to see. Cindy burst into laughter.

"Oh my god your face," she wheezed, "I'm sorry, hahahaha! I'm-"

I lifted my foot out of the water. Drips of grimy ooze dribbled off the bottom of my shoe.

"Damn it," I sighed, but Cindy just couldn't stop laughing. I felt a smile begin to creep across my face.

"It's not funny," I insisted, trying my best to remain grumpy and failing miserably, "it's-"

But it was no use. Like a pair of idiots we stood there keeled over in the shadows, laughing into the cloudy puddle till we could hardly breathe.

"Okay," I managed to say in-between giggles, "We really should get out of here now. It's safer up top."

Cindy wiped her eyes, "You're right. Still, it was worth it just for that."

I squelched out of the puddle and onto cracked concrete, "Tell that to my shoe."


There were plenty of stairways linking the lower levels of 1st Avenue with the main street up above. You could tell when you were near one cos they all had bright green signs, like the ones they use for emergency exits.

"Finally…" I said as that familiar green glow glimmered in the distance.

Then I felt a tremble under my skin. Danger.

I stretched my arm out in front of Cindy's chest, "Hang on…"

My spider sense told me that there was something up ahead, but the street was empty, and if the leaky pipework wasn't so loud you could probably have heard a pin drop too.

Cindy gave me a nervous look, "What is it?"

"I'm not sure."

We waited for a while, staring into the darkness, looking for signs of movement, but nothing was there - nothing we could see, anyway. I felt SP//dr crawl along my arm down to my hand.

"What do you think, SP//dr?"

But he was as lost as I was. So we kept walking. Slowly, vigilantly, right down the middle of the road, avoiding the narrow alleyways between the run-down stores. Then finally I heard something. Distant yelling. More than one person.

That's a lot of voices.

If I looked carefully I could just about make out their silhouettes in the shadows. They were all huddled together. Laughing, swearing. I heard the crackle of a can being stomped under foot.

Bet that's a beer can.

Then I realized… they were heading towards us.

"Cindy," I whispered, keeping my eyes on the warm glow of synthetic lights in the far distance, a glow that surrounded the mob in a muddy halo, "We should turn back."

"But the exit's right there!"

It was close.

But is it close  enough ?

We had to take the chance. I glanced across at Cindy. Our eyes met and I saw then how afraid she was.

I shouldn't have brought her out here so early. It could've waited.

I looked back towards the exit sign.

No… she needs this. She needs my help. She needs the science center.

I gently took her hand. She gave mine a squeeze as our fingers interlocked.

I shot her my best confident smile, even though I didn't feel confident at all.

"Don't worry, I've got you."

We ran. Loud footsteps clacking against the wet and worn sidewalk. The revelers paused in their reveling. The sign wasn't far off. Maybe they were just partying. Maybe we didn't need to run at all. Maybe I was losing my mind, but I wasn't about to take a chance, not when Cindy was with me.

This would've been  so  much easier with my mech!

But there was no time to regret. As the shadowy mob of drunks began to shamble towards us once more we reached the safety of the exit sign's green halo and raced up the stairs hand in hand.

The fresh air sent pinpricks across my skin as my sweat went ice cold. Cindy stopped in place, breathing heavily.

"Hang on," she huffed.

A car rocketed past us, sending my skirt flying all over the place, "We can't wait here! Those guys could be coming after us!"

"I can't run anymore, Peni. I'm not like you."

I spotted an alleyway across the road. It looked empty, and my spider-sense was silent.

It'll do.

"Okay, we can wait, but not here."

I slung her arm over my shoulder and walked her to the edge of the sidewalk. There were no cars, for now…

Gotta be quick.

We shuffled across the road, sweaty and out of breath, and slipped into the safety of the alleyway. I watched the staircase to lower 1st Avenue, waiting for the drunks from before to come out. They didn't. No one came out, in fact.

Cindy tugged on the bottom of my shirt, "Alright, I've got my breath back now."

I looked back at her standing there safe and sound, and my whole body relaxed just a little bit.

I'm never going back in that place again. Not without my mech.

I forced a smile, "Let me just check my phone…"

As I swiped over to the map app I noticed I had a new message.

I must've missed it when we were running.

I opened it without thinking and immediately regretted my decision.

[Run all you want. I'll always be faster]

Cindy peered over my shoulder, "What does it say?"

I jerked away from her, holding the phone to my chest, "Nothing! It doesn't say anything! It's fine, it's-"

She stared at me, shocked speechless.

Crap.

I quickly opened up the map app. We weren't far. In fact…

"It's just through this alley," I said, showing her the phone.

She eyed me up suspiciously, "If you're sure."

"I'm sure," I checked the time on my phone, "and we won't even be late for school!"

We started strolling down the alley. It was dark, but the synthetic light of high-rise apartments filtered down and created a soft ambience. Just enough to see where you were putting your feet.

Cindy folded her arms across her chest, "This science place will be open… right?"

I stretched my arms over my head and yawned, "I know Anna will be there, if nothing else."

"Anna?"

"My old teacher."

"Ohhhh I remember now!"

"The one I got fired."

She looked over at me, "If you really got her fired she wouldn't have stuck around to teach you afterwards."

"No I definitely got her fired, trust me."

"So she got fired, and now she works at this other place?"

I heard my phone notification sound go off. Trying my best to stay calm I pulled my phone out of my backpack, and without checking the message set it to silent, "Yep, that's pretty much it!"

Cindy gave me a funny look again, "Who was that from?"

"Hm? Oh it's nothing. It can wait."

"You know, you never did say what happened to your mech."

"It's-"

I felt SP//dr dart across from one shoulder to the other. Then it kicked in, almost instantaneously, a jolt rushing down through my entire body.

Spider sense. But what-

"Well, well, well," came a ragged voice from behind us, "looks like I hit the jackpot today, huh?"

The panic started in my throat. Then it spread. Seizing up my chest, locking my limbs in place. I didn't dare turn my head to see who had spoken, because I already knew.

It's him… it's the stalker…

Cindy turned and faced him. Her eyes grew wide in terror. With trembling lips she managed to ask, "W-What do you want?"

The stalker coughed out a raspy laugh, "What do I want? I want that sweet Oscorp money, missy. How much do you think they'll pay to have your friend back in one piece, huh? Think I could get a hundred mill'?"

I heard him shamble closer. Cindy took a step back. If I didn't move soon he'd be on top of me.

Come on Peni! You can take this guy! You're one half of the most kickass team in New York! Come on!

"Come on Peni!" Cindy yelled, "Run!"

My legs wouldn't move. I was paralyzed.

No…

I could feel his breath on my neck. See the cuts on his hands as they wrapped around me. Cindy reached out and grabbed my arm. She yanked me forward. I stumbled, fell. My elbows scraped along the floor. My knees too.

Get up!

"Get down!" a gruff voice, a different voice. I heard something heavy hit the floor, then the gruff voice spoke again, "So you like attacking little girls, huh?"

Then the stalker spoke, his voice frantic with fear, "No man, it's not like that I swear! I swear!"

I rolled onto my back. Standing before me was a man clad entirely in crimson armor. Even his eyes burned blood red. Sharp horns stuck out of his helmet, which covered all but his grimacing mouth.

"Daredevil…?" I mumbled.

Either he didn't hear me or he didn't care. He dragged the stalker up by the collar of his dirty, threadbare coat, and slammed him against the wall.

"This is the part where you tell me who the hell you are."

The man, the stalker, held his hands over his head, "I'm a bum, I'm nobody, I just wanted some money, I swear! You ever tried sleepin' out here in the street, huh? It ain't easy, pal. You and your fancy suit, prancin' around like you're the cat's ass! You don't know shit! You think I can just walk into the bank and they-"

Daredevil punched him in the gut, "Wrong answer."

"UGH… It's the truth, god damn it! Ain't it obvious? Look, I'm sorry I made fun of your suit, just let me go already…"

Daredevil stared into his eyes. The man stiffened.

"Oh god…are you with the K-Kingpin?" he stammered, "Is that it? I'll get your money, alright, I promise, I'll get your-"

Daredevil grabbed him by the throat, "I am not with the Kingpin, but if you see him again you can tell him Daredevil said hi."

Then he threw him to the ground. The man looked up at the vigilante, fear in his eyes.

Daredevil snarled, "Go! Before I change my mind!"

He did as he was told and sprinted away as fast as he could. Daredevil turned and faced me.

"You're just gonna let him leave!?" I asked.

"He was telling the truth. Round here addicts are a dime a dozen. Kingpin's men will come for him eventually. They always do. That's when I'll make my move."

"But he was… he was…"

He stood completely still. I realized I couldn't finish my sentence, not without putting both him and Cindy in danger.

I have to deal with the stalker myself.

I pushed myself off the ground till I was sitting upright and winced as the cuts on my elbows began to burn, "He was pretty scary. I don't know what would've happened if you hadn't showed up."

He frowned, "We need to talk."

That feeling of panic came back again, "What do you mean?"

"I knew something was wrong when you called yesterday. Now I find you out here without your mech."

I stood up and brushed my skirt down, "That's not my fault. Mr. Osborn he… took my mech away."

Cindy sighed, "Right, so that's why we had to walk here on foot."

I waved my hand dismissively, "It's just temporary. There's nothing wrong, not really. I'm gonna get it back today."

Daredevil didn't seem convinced, "Then what are you doing all the way out here? I thought you studied at Mason Banks."

"We're just going to see someone. A friend."

His voiced stayed level, "At six in the morning."

"School starts early."

"So I hear."

I felt a rumble in my backpack. Immediately my heart started racing.

My phone…

Daredevil tilted his head, just slightly, as if he was listening for something.

Please god don't let him be listening to my stupid heart.

I turned to Cindy and shook my head to the side to indicate that we should leave, then said to Daredevil, "Well, thanks for saving us and everything. We've gotta go now, so…"

We went to leave. Then he said, "Don't you wanna check your message?"

I almost stalled, but somehow I had enough presence of mind to keep walking and calmly reply, "I'll do it later. It can't be that important."

He didn't call out to us again. I looked over my shoulder at one point to see if he was still standing there listening, but he was gone. The alley was empty. It was just me and Cindy and the long stretch of trash and muddy puddles on the way to our destination: the Reed Richards Science Center.

When we arrived it was just the same as it was when I visited years ago: run down and near invisible in the shadow of the enormous department store it was hidden under. A sign next to a scratched and graffiti'd garage door said 'Reed Rich_rds Science Cene_'.

"Hm," I said to myself, "it's missing both an A and an R this time."

Cindy rested her hands on her hips, "This is the science center? For real?"

"It's better than it looks."

"That's not hard."

I knocked on the garage door, "Trust me."

As if on command the door began to inch open, rattling and shaking as it trundled up to reveal the empty garage inside.

Cindy wasn't impressed, "Uhhh… correct me if I'm wrong but, isn't that just an empty room?"

I raised my index finger knowingly, like a wise mage, "Hehehe, you are not looking closely enough, young Cindy."

She smirked, "Alright, alright, what am I missing O Wise One?"

I motioned for her to follow me and crept inside. Even though I knew what was coming, it was still kinda strange walking into total darkness. To my left I saw yellow light trickling out from under the flimsy door that led to Betty Brant's office.

I guess she starts early too.

Suddenly a voice echoed through the room, "Peni!? Long time no see!"

"Betty!?"

"How's school going? New year for you now, right?"

Whatever speakers they were using needed replacing. The sound was about as tinny and fuzzy as it could get.

"Going great!" I lied, "Is Anna here?"

"Same as always. Does she know you're coming?"

"No."

Silence, then, "Well she knows now. Go to gene lab two. It's got a big red door, so you can't miss it."

"Thanks! So do we have to come into your office first or are you just gonna-"

Without warning the floor began to sink beneath our feet. Cindy screamed and grabbed onto me.

"It's okay!" I yelled over the deafening rumble, "it's meant to do this!"

Cindy screamed some more. I felt SP//dr dash under my shirt as Cindy's arms slipped up to my neck.

"Agh!" I croaked, "Cindy! Can't breathe!"

All at once the floor settled into place in the big basement garage. Cindy started falling backwards. Her arms were still round my neck. She pulled me, still falling. We both went down. As we tumbled to the floor my head thumped into her chest and there we were, staring up at the ceiling of the ground-level garage far above.

"Maybe next time warn me before the floor drops out from beneath my feet," she said breathlessly.

"Only if you promise to warn me before you choke me half to death."

"Deal."


The science center was just as much of a maze as it ever was. Every hallway looked the same as the next: blue carpet on white wall, window-door-window, all grey. Even the potted plants seemed to be identical.

"It'd help if the signs actually took you to where they say they do," I grumbled.

"Was it always this complicated?"

"Yes."

I felt SP//dr crawl down my arm and onto my hand. I could feel his energy in my mind, like a faint background noise.

What're you trying to tell me, SP//dr?

As I focused on his presence my mind began to relax. Slowly, an awareness of his thoughts and feelings, an awareness of our connection began to seep through my senses, like when your limbs get pins and needles. That was my mind. Tingling numbness, slowly giving way to clarity.

Did I really have you blocked off all this time…? For how long, I wonder… maybe since the alley, maybe before…

Cindy waved a hand in front of my eyes, "Peni?"

"Hm? Oh…" I followed SP//dr's instinct, "we take a left here."

"Oooh, you remember now?"

I smiled, "Yeah… yeah I do."


As we wandered through the egg-white halls of the Reed Richards Science Center I completely forgot about the unread message sitting on my phone. Instead my mind flooded with memories of altering my mech with SP//dr, way back in 3141. Bittersweet memories, as I would never have had to come here if Dad hadn't died.

We walked past the huge silver doors to the robotics lab. The lights were dim. We were so early no one had even arrived to work yet.

Anna must be the first one here every day, after Betty.

I took one peek through the windows before we moved on, but I couldn't make anything out except for the huge 3D printer. I grinned at SP//dr.

"Do you think we should get 'em to print some spoilers for the mech before we leave?"

I could feel his disapproval.

"Aww you're no fun!"

Cindy gave me a puzzled look, "I didn't realize you could literally talk to him like that."

"Oh I can't," I explained as we continued down the wide hallway, "but I can get the gist of what he's saying. I don't hear words or anything like that, but pictures, sound, emotions… those things come through crystal clear. Like a silent movie or something, you know?"

"Can you turn it off?"

"Turn it off…? Why would I turn it off?"

She shrugged, "I was just thinking it'd be pretty noisy with someone else's thoughts constantly entering your head."

I frowned.

It doesn't  feel  noisy… is it noisy for you, SP//dr?

I glanced down at my co-pilot, a fuzzy little blob on my hand. He seemed pretty content.

Good.

A few turns and a couple of potted plants later we finally arrived at gene lab two. Unlike the labs that surrounded it, gene lab two didn't have windows, but you could see the cool blue of the synthetic lights trickling out from under the tomato red door.

I guess it doesn't need to be airtight.

"This friend of yours… is she nice?" Cindy asked as I grabbed the door's metal handle.

"Totally!" I replied, pushing it open, "But she's not great at first impressions."

As if on cue Anna appeared before us, gloved up and masked up, with tinted goggles and a box full of wriggling goo in her hands, "Stand back kids, this thing's lively!"

We both hurried back, giving her a wide berth as she stomped out of the lab. Her coat was so big for her that it dragged across the floor.

Cindy whispered into my ear, "She's really-"

Anna's eyes shot across the hall and locked onto us with laser precision, "Yes, I'm a dwarf. No, I'm not deaf."

Cindy look mortified, "I wasn't gonna-"

"Don't sweat it kid. You aren't the first, won't be the last. So what, you two dating or something? You make a cute couple."

"No! We're just friends!" I yelled.

Anna didn't so much as raise an eyebrow, "Alright Peni, calm down, we get it: you're still in the closet."

"No that's not-"

The goo in the box started to writhe about violently, "I better get this little monster sealed up. Follow me. We can talk while we walk."

Despite her size, Anna was a fast walker. She strode down the hallway like she was Captain America. All she needed was a shield and flashy costume and she'd be set.

"So," she said, "you're telling me this girl - what's your name again?"

"Cindy."

"Cindy, now that name rings a bell."

I explained, "I've told you about her before, on the phone."

"That's right, she's the other weird one in your class."

Cindy gave me a look.

"Well, we are kinda the weird kids, aren't we?"

Anna continued, "So she shoots webs out of her hands. That's right isn't it? Webs? Involuntarily no less."

I nodded, "That's right."

"And you want me to… what? Stop it?"

Cindy did her best to keep up with Anna's pace, "If my parents find out, if Oscorp finds out-"

"Ah right, Oscorp, of course. Say no more."

I was starting to get out of breath, "So can you do it?"

She thought for a moment, "No."

"No!?" Cindy and I cried in unison.

"No," Anna repeated, "But luckily for you, the guy who can decided to clock in early today."

"You mean Doctor Connors?" I asked.

Suddenly Anna stopped. I almost tripped over my own feet as I span around to face her. She was staring at a white door.

"Anna?"

The box was still jerking around wildly.

She looked my way, "Could you open the door for me? Kinda got my hands full."

Cindy stepped in, "I'll get it."

She opened the door, watching closely as Anna wobbled through. We both followed after.

"Aha!" greeted a cheerful voice, "you managed to extract the little devil! Marvelous!"

The voice belonged to a tall man in a dark skintight suit. It looked like something a wrestler would wear. He had a thick beard, brown with flecks of gray, and his eyes shone brightly as he took the strange goo from Anna and put it into a metal box.

"Twenty dollars says it survives the journey," he said as he tweaked various knobs and dials on a makeshift keyboard hanging from the wall, "What do you think, Anna?"

A faint smile crossed her lips, "I think you're out of your god damn mind, Professor."

He laughed, "I won't argue with that."

Suddenly the box lit up. Sparks and flashes of light coiled around the container. It started to fizzle, smoke, then all at once it stopped, and-

-DING, another container, placed on the opposite side of the room, flung open its door.

The professor ran over, "Well? Well?"

Anna held out her hand, "You owe me twenty bucks."

"Blast it! I was sure it'd work this time!"

I held my hand up, "Uhm… what's going on?"

The two scientists stared at us in silence, then the professor explained, "Instantaneous transmission, young lady."

I frowned, "Can't we already do that?"

"Not for living organisms we can't. But I know that it's possible! It has to be!"

Cindy gasped, "So you mean, that blob thing, it's-"

"Dead, yes. But fear not, it was never alive, not in any meaningful sense. It's a clone of a clone. Specifically, it's a synthetic imitation of cells taken from tissue in my left arm."

Now I was even more confused, "From tissue in your arm?"

"Yes, we took some adipose, animated it, then entangled it on a quantum level with a specially synthesized material. The material in question can perfectly mimic the state of being of anything it is entangled with. By entangling it with living, non-sentient tissue, I can transform it so that for all intents and purposes it is living tissue."

"Except it's not actually alive."

"Exactly."

I stared at the container the clone had been sent to, "Is it painful? For the blob thing."

He rubbed his chin, "It shouldn't be. It doesn't actually have living tissue such as nerve cells and what have you, it just reacts as if it does."

"But you're not sure?"

"I'm as certain as I possibly can be. If I told you it definitely isn't painful I'd be supposing a level of certainty that I simply do not have. But I'm confident in my assumption. I have to be. This is the only way to do this experiment humanely. The only other option would be to use actual living organisms, and they'd need to be complex too, not just single cells."

Cindy asked the question that was on my mind, "Do you mean like, animals?"

"Yes, something like that."

My stomach lurched, "No! You can't! You can't put an animal in there!"

He ruffled my hair, "Don't worry young lady, I have no intention of harming anything in my experiments. Science may offer us limitless possibilities, but that doesn't mean we should explore them all indiscriminately."

He grinned, "Besides, I couldn't use live subjects even if I wanted to! It's simply too expensive. Cloning my own tissue is much cheaper than any of the alternatives, as the tools I employ are reusable and I own the patent for the all-important mimic material."

"I didn't realize animals were so expensive…"

"You'd be surprised. Oscorp has a monopoly on the biomechanics market. Even farmed animals fetch a high price."

In my mind's eye, SP//dr showed me an image of insects stacked one on top of the other in clear boxes.

That's right… you were an experiment too…

The professor yanked a lab coat off a hook on the wall and turned to Anna, "Well, it seems I have to go back to the drawing board. You have my cells, so start the cloning process up again."

He took one step out of the door. Before he could take another Cindy grabbed the sleeve of his coat, "Wait!"

He looked back, "Hm?"

"Aren't you gonna help me?"

"Help you? Ah, did I forget one of my appointments again? I don't remember agreeing to help any children but as you can see I've been busy so it's not outside the realm of possibility that-"

"No, we haven't got an appointment or anything," she explained, "but Anna was saying that there was someone who could help me."

I interrupted, "You meant Doctor Connors, right Anna?"

Please Anna, you can't seriously be relying on this crazy man to-

Anna shook her head, "No, your friend is on the money, kid. Professor Richards is your guy."

Wait... that guy is the Reed Richards?

The professor seemed to find it all very amusing, "You arranged this behind my back did you, Anna? Apparently my reputation precedes me. Very well! How can I help you then, young lady?"

At that moment Cindy bowled over, clutching her stomach.

"Cindy!?" I cried, holding her to stop her from falling flat on her face.

Then it happened. Webs blasted out of her wrists, a huge mass of silk all at once. One blast pinned me to the wall, the other gunked up the instant transmission equipment. The professor stroked his chin again.

"I see," he said in a low voice, "intriguing. So you're a mutant?"

Cindy rested her hands on her knees, panting, "I didn't used to be."

I tried to wriggle free from the web, but it was strong stuff. SP//dr gnawed at the strands under my neck, but he couldn't so much as make a dent in it.

The professor continued, "So how long have you had this… ability for?"

"Since yesterday, but my wrists have been hurting for months."

"And you haven't taken any new medication?"

"No."

"No radiation exposure?"

"No, none."

I struggled under the dense silk, "Can people just do that? Mutate for no reason?"

He looked at me, "Humans are mutating all the time. The cancer vaccine is just an anti-mutagenic agent."

"Yeah but people don't usually get super powers out of nowhere."

He smirked, "Don't be so sure. Anyway, I will look into this for you, but I'll need blood, tissue and urine samples."

Cindy groaned, "Really? You need my pee?"

He reached into his pocket, pulled out his phone, and started typing into it furiously, "May I ask: are you currently menstruating?"

"Excuse me?"

"Reproductive cells can be useful in the case of whole-body mutations, that's all. Nothing to be squeamish about. Now, as for this silk…"

He started prodding me. Then he picked up a sharp-looking knife from a nearby desk.

"Whoa, whoa, slow down!" I said, "This web is really tight."

His face was dead serious, "How attached are you to these clothes?"

I couldn't believe what I was hearing, "It's my school uniform so… very?"

"Hmm, that makes things difficult. Wait here while I get a dissolving agent."

After taking a sample from the other mass of webbing he dashed out of the room without saying another word. Anna looked at her watch.

"You'll wanna get settled in. He's gonna be a while."

I waved my dangling legs back and forth idly, "It's not like I'm going anywhere."

"What time does school start?"

"About eight."

"Eight, huh…"

Cindy sat down on one of the chairs, "What time is it now?"

Anna cracked her knuckles, "Time to give you a blood test."


After Cindy had had her bloods taken and I'd been successfully dissolved off of the wall, we waited for Professor Richards on an old sofa in the printing room, beside a couple of shiny white vending machines. All the craziness had drained what little energy I had left. Now my body was just a dead weight melting into the sofa's cushions. Groggily, I unscrewed my half-drunk bottle of cola. Liquid alertness. Just the smell made my mouth water.

"You sure you don't want a drink, Cindy?"

She stared into the tiled floor, "No, I'm good."

I leaned back and downed some of the sugary solution, trying to think of something to say. As I re-sealed my soda I noticed SP//dr had vacated his usual spot on my shoulder and wandered over to Cindy.

"Peni, am I being stupid?"

"In what way?"

"Maybe I should just tell them."

"Your parents?"

"It's not even like it's a cool power."

SP//dr crawled onto her forearm. She didn't seem to notice.

"You're not stupid," I said, holding back a yawn, "I'd be nervous too."

"You would?"

"Yeah! If I had silk bursting from my wrists at random intervals, I don't know what I'd do!"

Cindy rubbed her eyes. She looked as tired as I felt, "Do you think they can get rid of it?"

"Well," I began, not knowing how I was gonna continue, "he did say he was gonna give you medicine."

"Mmm…" she agreed, finally becoming aware of the tiny arachnid on her arm. "You know, I think your spider is the only spider that I'd actually call cute."

"Well that's cos he is! Aren't you, buddy?"

Suddenly my phone started buzzing.

I thought I set it to silent?

I could feel it vibrating in my backpack between my legs. I could hear it rattling as it juddered against the hard floor.

A phone call…?

I quickly unzipped the bag and yanked my phone out. It was Aunt May. The look on Cindy's face told me that even without words she knew… we were in trouble.

"Aunt May!" I said brightly.

"You didn't reply to my message."

"Your message? Oh, my phone was on silent. You know, for classes."

"Classes don't start for another half hour."

"Well we're waiting outside the school now," I lied, "it didn't take as long as I thought it would."

She didn't reply. I looked at Cindy and pretended to slit my throat with my free hand.

"Peni," Aunt May's serious voice, really not good, "I saw something on Gene Pop this morning."

"Why are you reading that garbage?"

"To protect you, sweetie. I need to know the kinds of things they're saying about you."

"It's all lies."

"I know. But one of them worried me. I thought I'd call and check with you that it's not true."

I could feel it coming, the bad news, "…what's worrying you?"

"They're running this story about you and Cindy going to the Reed Richards Science Center."

What!? Why are they dragging Cindy into this?

It occurred to me then that I hadn't turned my phone's GPS off. It wouldn't take much for Aunt May to find out the story was true. I tried to keep my breathing steady.

"Reed Richards? No, we're at school. Anna wouldn't even be there this early anyway."

I could almost see the blood draining from Cindy's face.

"That's what I thought," Aunt May continued, "except they had a photo."

"It's gotta be a deepfake," I said, my nerves trickling into my voice, "they had fake photos of me in a bikini at one point."

"I know what you're saying, but something about this feels different."

"Seriously, it's fine. Don't worry."

"…Okay," she said, pausing for a moment before she continued, "I just wanted to check. I'm sure you remember what happened last time you went there unsupervised."

"Things were different then."

"I know. I trust you."

She didn't sound like she trusted me, but I had to take her word for it, "Thanks Aunt May."

"You left your gym clothes here though."

I felt my neck go stiff, "Sorry?"

"You have gym today, don't you?"

We did.

"Oh, uh, yeah, I must've forgot. I didn't sleep great. You know, cos of everything that happened at Oscorp."

"I understand. I'm sure Mr. Osborn will give you the mech back today. But about gym-"

"I'll tell them I can't do it. It's no big deal. Showering with everyone is kinda awkward anyway."

"Don't give me that," she chided, "Gym is important! It helps build teamwork, and it keeps you healthy."

"I get plenty of exercise, Aunt May!"

"But this is fun exercise."

"It is definitely not fun."

"Look, you need to do gym. I have time before work, so I'll bring your stuff up for you. You're outside the main entrance, I take it?"

My mind went blank. Cindy looked horrified. Could she hear what we were saying?

Aunt May noticed the silence, "Peni?"

I forced myself to reply, "Uh, yeah, yeah I'm there, we're there, outside the main entrance."

"Okay, I'll see you in a few minutes then. Love you sweetie!"

"Love you too!"

I hung up. My hands were shaking again.

"Sooo… did you hear-"

"Yes. All of it."

"We have to go."

She glowered at me, "Why did you tell her we were at school!?"

"I… I thought, I know you wanted to keep your powers a secret and-"

She sank into the chair, "This sucks so much. We're never gonna get there in time."

"I'm sorry."

"No, it's… it's fine," she mumbled into her hands, scaring SP//dr off of her arm, "She probably woulda come out no matter what you said."

"I don't think she's told your parents anything yet, at least."

Cindy rubbed her face, "I hope not. What was it she said about a photo?"

"Gene Pop are running some stupid story about you and me coming here."

She pulled out her phone. I felt SP//dr find his way back onto my hand.

"Cindy? What are you doing?"

"Checking Gene Pop."

My chest felt heavy, "You probably shouldn't-"

"Might as well see the story they wrote about me. It's my first time after all."

"Seriously, it's not worth it."

She looked me in the eye, sweat shining on her brow, "Don't you wanna know what they said about you? About us?"

Her voice was shaky. I opened my mouth to speak but couldn't find the words I needed. Her gaze returned to the artificial glow of her phone screen. Fighting back a growing feeling of nausea I leaned across to see the story for myself. Sure enough there we were, standing outside that beat-up garage door. The headline: CORPORATE ESPIONAGE.

"You've gotta be kidding me," I said. Cindy remained silent.

Why the heck would they fake a story like this? Why the Reed Richards Center? Why  now ?

I couldn't tear my eyes away from it. Way back when they first started writing fake stories about me I thought that it'd get easier over time. Nearly every celebrity has a scandal or two, or three. Some have a new one every day. You just ignore it. That's what I thought, I can just ignore it, and I did, in a way. When you don't open the app you don't need to see the stories. When you don't talk to people at school you don't need to hear what they think about you. When you spend all your time in a battle mech it just doesn't matter what Gene Pop writes. No matter how awful things may look, when you close your eyes it might as well not exist. It's an effective strategy.

Or at least it was, when it only affected me.

"Cindy, it's okay," I said as she scrolled down a whole paragraph dedicated to whether she was adopted or not.

"Oh god…Peni…"

A tear dropped onto the screen of her phone and trickled down past her thumb. I pulled her into a gentle hug.

"I'm so sorry, Cindy," I said into her hair, "This is my fault."

She was shaking so much that she was almost making me shake, "Peni, how do they know all this stuff about me?"

"They probably just guessed."

She sobbed, "No but it's… it's so accurate. How do they know?"

"I won't let them hurt you Cindy."

"I can't breathe."

"Cindy-"

"Peni I can't, I can't-"

Then suddenly as if out of nowhere Professor Richards sprang in front of us.

"Right!" he said cheerfully, shoving a jar of pills in Cindy's face, "Here's the medicine. You'll want to take it three times a-"

Cindy slapped it out of his hand and screeched, "FUCK YOUR MEDICINE!"

Her phone fell out of her lap and onto the floor with a metallic thud. The professor stood frozen in shock, his mouth open just enough to reveal the top row of his perfectly white teeth. SP//dr dashed up my neck and retreated into the safety of my tangled hair. I waited, holding my breath without being fully aware of it, only noticing when I exhaled in relief as the professor finally broke the silence and said, "Is something wrong?"

Cindy just stared at him wordlessly, her eyes looking to somewhere beyond the empty room we were waiting in. I turned to the professor.

"We need to get to Mason Banks, and fast."

He squinted in confusion, "What? Why is that?"

"It'd take too long to explain."

"Mason Banks… that's Oscorp's school, isn't it? The middle school?"

"Well it's technically an elementary, middle and high school but - wait that's not important! We just need to get to the main entrance as soon as possible, please!"

He picked the medication up off the floor, "Is someone threatening you?"

"No it's…it's complicated. We can handle it."

"It's okay to ask for help, you know?"

"Driving us to the school would be all the help we need, if you can do it."

He held the jar of pills out to me, his lips curved in a soft smile, "Of course I can. It's the least I can do to repay you for everything you do for this city."

Cindy, who'd gone still during our conversation, shuddered as the professor pulled out his car key.

"Cindy?" I said, concerned.

"I'm fine," she insisted, picking up her phone, "Let's… let's just…"

"It's okay, you haven't gotta say anything."

The three of us walked through the lab's maze of corridors towards the professor's car as quickly as we could. He'd parked it in the same place the entrance was, right next to the huge elevator hidden in the floor. The elevator-floor was currently raised up, pretending to be the base of the run-down garage. It was held up by enormous metal pistons wrapped in a rainbow spaghetti of wires. Beyond the pistons was the employee parking lot, illuminated by a couple of yellow ceiling lights.

"You want the blue one," he said as a distant car flashed and beeped at us from behind a minivan.

The seats were super soft and comfy, and the doors didn't groan or creak as they silently slid closed. I glanced over at Cindy; she was back on her phone, doomscrolling.

"Cindy, come on."

I placed my hand over the screen. Her eyes were still wet with tears. Wordlessly she nodded, and put the phone down on the seat beside her.

"Tomorrow everyone's gonna forget about this," I reassured her, "It's me they want, not you."

Professor Richards pushed a button on the dashboard. Static flared over the speakers, then out of the noise came Betty's voice, "Y'ello?"

"Betty, it's Reed. I'm going to take a short drive. Could you lower the platform please?"

"Sure thing, Professor!"

"Thank you."

I watched as the pistons slowly retracted into the concrete, sinking down, deflating as the wires coiled in and the elevator clunked into position. When it was done it looked natural, as if it had always been there in the parking lot, as if all the mechanisms beneath it had never even existed.

We hovered over the platform. As soon as we were in position, and without any prompting, the concrete elevator began to rise back up again.

My spider sense didn't go off even once. How could I not notice that someone had followed us here? Unless we weren't followed. Maybe they had cameras laid out ahead of time.

That was something too elaborate even for Gene Pop. Faking an image was easy, there was no need to take a real photograph. They made fakes of me all the time. But never of Cindy, not until today. I opened the app up on my own phone and found the story. The photo stared back at me like an unpleasant mirage. It seemed to have been taken at the exact moment I knocked on the garage door. It looked real, too, at least to the naked eye - but then they all did, even the fake I knew, deep down inside me, a gut instinct; I knew… it was real.

Someone really took this.

And I already knew who that someone was, too. I opened up the messages I'd been ignoring. The oldest was from Aunt May, just like she said, asking if I'd got to school safely, asking why I'd left so early. The rest were exactly what I expected.

[How does it feel to have no mech, Peni? How does it feel to be powerless?]

[You're nothing without that glorified hunk of metal. 'New York's Hero'? Hah! You disgust me]

[I'm watching you, Peni. I'm always watching you]

[I'm going to show them all who you really are]

I clenched my fist around the phone, digging my fingers into its sides till my wrist hurt. The stalker had gone too far this time.

I'm gonna make you pay for this, you monster.

Cindy tapped my shoulder. I thwipped my head in her direction, "You okay?"

She looked a lot better than she did a few minutes ago, "Do you still have that soda?"

I reached into my backpack. Sure enough, there it was.

Wasn't gonna just leave this bad boy behind.

I handed her the half-drunk soda and she glugged down a few mouthfuls.

"You're gonna get my cooties now," I joked.

She managed a quiet smile, "I guess I am."

The professor looked over his shoulder, "You should take one of the pills while you're at it."

Her smile vanished, "Oh, yeah."

She swallowed the medicine and handed the soda back to me. There was almost none left now, but that didn't mean I wasn't gonna try and soak up every last drop I could.

"We'll be at your school in a moment," Professor Richards said, "Before we part ways I want you to know: whatever's going on, you can always count on the support of the Science Center."

"Thank you Professor Richards."

"No need to thank me, Peni. It's my duty, in fact I think it is the duty of every human being in this world to use their abilities to help those in need. In my case, I was blessed with great intellect. Some people say I'm the smartest man on Earth, though maybe they don't say it quite as often as they used to…"

He laughed to himself, then addressing Cindy with a warm smile added, "I know what it's like to get bad press, young lady. It'll pass, trust me. They'll forget eventually. They always do."

You're wrong there, I thought as we pulled into the parking lot of Mason Banks' main entrance, they never seem to forget me.

As we stepped out he whispered, "I'll be in touch about you know what."

We waved him goodbye and he drove off. A few minutes later Aunt May pulled up in front of us. Her eyes were glued to Cindy as she handed me the bag with my gym outfit in.

"How are you doing, Cindy?" she asked, worry written across her face.

"Oh," Cindy replied, "I'm… okay."

I jumped in, "She's tired. We both got up real early."

Aunt May immediately fired back with another question, "How early?"

"Uh, well," I stuttered, "you know… early."

"I would've been happy to drive you to school, you know?"

"I needed the fresh air."

Cindy sniffled. Now Aunt May turned to me, "Oh my god your knees, what happened to your knees?"

"It was real dark. I tripped on a bottle."

"Have you cleaned these wounds?"

"Yeah we- uh, I mean, I had some stuff in my backpack."

She stared at me. I tried not to look nervous.

"You'll have to let the nurse know. They probably need dressing."

"I'll let 'em know as soon as we get inside."

She didn't look satisfied, but she didn't ask any more awkward questions. She glanced at her watch.

"I better go. Have a nice day you two, and stay out of trouble. Peni, we can get your mech on the way back. I'll explain the Gene Pop situation to Mr. Osborn for you as well."

"Got it. Thanks!"

"Take care!" she waved as she walked back to her car.

Cindy waved in return. I checked the time on my phone.

"Holy crap, it's almost time for class! We better go in!"

We hurried through the main gates, past the security guard and on to one of the many locker-filled halls. As I jammed my gym gear into my locker for later I heard a familiar snickering nearby.

"Hey Parker, I see you're with your new girlfriend."

I closed the door and was greeted with the smug grin of Flash Thompson. I didn't glorify his dumb comment with a response.

"Come on Cindy, let's go," I said, taking her hand.

Flash followed us, "Aww did I hurt your feelings, short stack? I feel more sorry for your girl, being stuck with a runt like you."

We kept walking.

"Everyone's talkin' about it," he continued, his lackey Kong giggling like an idiot by his side, "I don't know which of you is packin' but with the amount of white stuff that came out… I'm just sayin' - someone's hiding a meaty secret, am I right?"

Cindy came to a halt. I noticed then that everyone in the hall was staring at us.

"Peni…" Cindy whispered, "white stuff… you don't think they mean-"

I turned and faced Flash, "Listen to me, you moron, I don't care what dumb rumors you've been spreading, but Cindy and I aren't dating, and no one has any 'meaty secrets', whatever the hell that means."

He held his hands up, "Don't shoot the messenger, small fry. It's not me that spread the news this time. You can thank Gene Pop for that."

I tutted, "That dumb corporate espionage story? It's fake, like all the rest of the crap they say about me."

He cackled, "Oh my god, you haven't seen it have you? Kong, man, she doesn't know."

Kong parroted his blonde buddy, "She doesn't know, Flash."

I crossed my arms, "What don't I know?"

I felt Cindy tug on my shirt, "Peni, it's-"

Flash shoved his phone in my face. As I read the headline ('SECRET LOVERS?') a video started playing. Footage of a dark street, below ground.

Is that…?

1st Avenue. The camera focuses on a shadowy alleyway. Heavy breathing over the mic. 'Peni… Peni…'

That's Cindy's voice…

White gunk shoots onto the walls, just about visible in the darkness. A sigh of relief. I step out of the alley. Cindy follows.

Flash could barely contain himself, "Aren't you still a middleschooler? Man, Cindy," he pointed at her, snickering like an idiot, "You fucked a middle schooler. Fucking cradle snatcher."

"I didn't!" she yelled.

"Cindy the cradle snatcher!"

"I didn't! We didn't! Nothing happened! Nothing is-… Peni, tell him!"

I'd had enough. I'd had enough of Gene Pop. I'd had enough of fake news. I'd had enough of being told what to do by Oscorp. I'd had enough of that goddamn stalker. But most of all, at that moment, I'd had enough of Flash fucking Thompson.

Taking the advice of a video I watched on youtube, I balled my hand into a fist, slipped my thumb over my fingers and swung my arm forward with all the force I could muster. I hit my target, a clean bullseye right on that blonde bonehead's nuts. As my fist connected with his crotch he let out a scream that was more animal than human. Like a dying kaijuu he crumpled to the floor with a satisfying thud. He rolled side to side, whimpered, swore over and over, but he didn't get up. Still angry, I glared at Kong. He was rightly afraid of what I could do. He made the wise decision and ran off.

Soon the adrenaline rush faded and I came to my senses. Sweat was streaming down my arms. I turned back to Cindy; she looked horrified.

"Phew," I sighed, "I think that's the first time I've punched someone who wasn't a crook."

Cindy nodded absentmindedly. The other students in the hall began to shuffle away, occasionally glancing at us over their shoulders. I remembered the Gene Pop story.

I should tell her. I should tell her that I know who it is.

As if she read my mind the words left her lips, "Who's doing this?"

She held her head in her hands. If I told her, it would only get worse.

Can it even get worse than this?

It could. I had no idea what Oscorp would do if they found out Cindy was mutating. That's assuming the stalker didn't just kill her outright to spite me.

The stalker's not gonna stop, no matter what I do. This is just the beginning.

That's right. This was just a taste. Everyone I knew was at risk, as long as they were near me.

That's what the stalker wants. To isolate me.

But I didn't have a choice. At least if I gave the stalker what they wanted they might leave the others alone.

I need my mech…

Suddenly Cindy pulled me in for a hug.

"Peni," she cried, her voice muffled in my hair, "make it stop."

I squeezed her close, "I will Cindy. I'll do whatever it takes, I promise."

The school bell rang. I closed my tired eyes. It was gonna be a long day.

Notes:

Just wanna give a special shoutout to Wolfsong6913 who made a (very polite) suggestion in a comment on the first story in this series about my handling of dialogue. It made me think, made me wonder how I could improve my approach, and in the end I think (I hope!!) it resulted in more immersive writing. I don't normally go looking for critiques or anything like that, cos I'm too stubborn to listen to anyone >:D (and I'm also pretty sensitive so please be nice >w<) But it happened very naturally and I didn't feel I could put this chapter up here without acknowledging where the change in style came from. So thank you!!

Chapter 4: Masquerade

Summary:

Peni and Cindy can't escape the rumors circulating the school halls, and in the shadows, the stalker is preparing to pull off their grandest scheme yet...

Notes:

I'm back :D Happy new year! I had sooo many ideas for how to do this chapter over the holidays, and it felt SO GOOD to be able to put them down in words again. It's about 5k words long, the smallest chapter so far, but I'm very pleased with how it turned out. Gonna try and get another one of these out before the end of the month but as always, can't guarantee it. Thank you for continuing to read this story, and for all your comments and kudos! Every single one brightens my day <3

Also I want to give a shoutout to 'speedie' for their concept of a 'spdrpatrol' social media account. I couldn't find a way to contact them to ask for their permission to reference it here, but the very least I can do is direct you all to their absolutely incredible story, 'gas station receipts', which is simply one of the best things I've ever read: https://archiveofourown.org/works/23572450

LAST THING! Here's a recap for those who might need it: Last time we left off, Peni and Cindy went on an early morning adventure to the Reed Richards Science Center. The visit went well enough, and Cindy got medicine to help control her mutation, but when they returned to school they found out that Gene Pop had obtained photos of their outing. Now they're the talk of the school, and not in a good way...

Chapter Text

That stupid video was all anyone at school could talk about. Every inch of every hall was hushed whispers and prying eyes. Even in the bathroom people gave me funny looks. I could only imagine what it was like for Cindy. She'd barely spoken all day.

As we sat in class I gave her shoulder a gentle nudge, "Hey, wanna get some ice cream after school? This guy I know gives them to me for free cos I saved his store from some Australian dude in a Kangaroo battle suit one time."

She shook her head. Then a shadow loomed over our desk.

"Am I boring you, Peni?" asked our biology teacher Ashley Kafka.

I looked up at her. She had a strange, plastic smile on her face.

"No, I was just-"

"Good. Then you won't mind repeating back what I just said."

The rest of the class started snickering. With a frown I scanned the many holographic diagrams hovering at the front of the room. They were each labeled with a name in bold white letters.

Missense, nonsense, silent, frameshift…

"Mutations…" I muttered to myself.

"Yes, that is indeed the topic."

More snickering. I huffed, "Miss Kafka-"

She silently raised an eyebrow.

"I wasn't-… I wasn't ignoring you. I thought-"

She smirked, "Don't get too worked up about it. Just pay attention during class, okay? Now, as I was saying, when it comes to induced mutation…"

Ugh! Of course she picked today to teach us about mutation.

SP//dr bristled on my cheek as I glared at the back of Ashley Kafka. I didn't like her. SP//dr didn't like her. Neither of us liked her.

There's something up with her. I just know it.

The lunch bell couldn't ring fast enough. I dashed out of the classroom as quickly as my tired legs would take me, stopping only to make sure Cindy was following.

Don't wanna leave her on her own right now.

"Wanna sit together today?" I asked brightly as I slowed down to match her pace. The bags under her eyes were so dark she almost looked like a zombie.

God, I hope I don't look like that.

Neither of us had got enough sleep last night. Or any sleep, for that matter.

"I don't think that's a good idea, Peni," she finally replied, her gaze focused on the tiled floor, "It'll only make the rumors worse."

"Mmm," I hummed, "you're probably right."

The enormous cafeteria hall was buzzing with students. Like ants they filtered in from every corner, pooling around the food dispensary stations before filtering out to the lunch benches that stretched across the center of the room. I stood and watched as Cindy was swept into the waiting arms of her long-time friends Lola and Rafferty.

I sighed in relief, "Good. She shouldn't have to deal with all this stress on her own."

With one load (partially) off my mind I scanned the hall for Harry. I spotted him sitting alone at the edge of the room, as always. I went and zapped some tomato pasta onto my plate via the dispenser unit, squeezed my way back through the crowds, then strolled over to Harry.

"You look about as good as I feel," I joked.

He didn't reply. He just stabbed whatever strange, meaty dish he was eating with his fork.

"Harry?"

He wasn't smiling, "Is it true?"

I moved my head back reflexively, confused, "Huh?"

"The rumors."

"Oh Harry come on!" I groaned, "Corporate espionage? Do you think I have time for crap like that?"

He stabbed his food again, "No, not that. The other one."

"The other one!? Me and Cindy? No! We're friends, Harry. Just friends."

His face softened, "Really?"

"Yes!" I replied emphatically, "It's just more Gene Pop fanfiction. You know how they are."

He started idly stirring the sauce on his plate, "The video looked so real…"

I didn't wanna tell him it was real.

"Yeah, well," I said, starting on my pasta, "they always do. Remember their swimsuit special?"

"How could I forget, when you keep bringing it up."

"It still annoys me!"

I stuffed a ball of knotted pasta into my mouth. It was too hot. Again.

One day I'll remember to let it cool down first…

The burning sensation filling my mouth didn't do anything to wake me up. I felt like I was stuck underwater. Just keeping my eyelids open was a struggle.

Sugar time.

I reached into my backpack and busted out a big bottle of soda. I downed at least a quarter of it in one go.

"Phew!" I said, wiping my mouth with my forearm, "That's more like it."

Suddenly the hairs on the back of my neck stood on end.

Is that-?

Then it kicked in. Spider-sense, like a wave blasting through my head.

What the heck!?

I heard them before I saw them. Explosions. Laser fire. The sound of the school's emergency forcefield straining to keep whatever was trying to get in, out.

I grabbed Harry's arm, "We have to get out of here."

But we didn't have time to run, because as soon as I got to my feet the ceiling was blasted open. Huge chunks of reinforced concrete rained down from above. In the blink of an eye I took it all in. Each fleeing student, every speck of debris, the hole, the heat, the smoke, the silhouette(?) lurking up above, and-

"No…"

Cindy. Cindy was sitting right underneath an enormous spike of concrete. It was falling fast, and she was halfway across the room. I'd never reach her in time.

"My mech-"

But I wasn't in my mech. It was just me, Peni Parker, normal schoolgirl. All I could do was watch, my heart in my throat, my skin on fire with raw panic.

"CINDY! RUN! RUUUN!"

She looked over like she heard me. The concrete was just a few feet from her head now. She recoiled in fear. I held my hands over my mouth.

Then a light filled the room. Blindingly white. From within the light came a deep voice.

"Fear not, my children. Mysterio is here to save you!"

Gradually the white subsided. Grey blobs began to form in the brightness, getting larger, clearer. My spider-sense was still going wild as my eyes finally adjusted to the piercing light. The room had fallen silent. One thought filled my mind.

Cindy!

I looked across the room and saw her, still at her table, a mammoth chunk of concrete levitating over her head.

"What…?"

Beside Cindy floated someone who looked like some kind of mythical god. His face was shrouded by an orb of pure white light. He wore armor, shimmering green armor that sparkled like a star-filled sky. A golden eye was emblazoned on his chest. From his shoulders descended a blood red cape, which rippled behind him as if blown by a gentle breeze.

He raised a gloved hand and snapped his fingers. Immediately the huge chunk of concrete crumbled into fine grains of dust.

"How is he doing that?" I whispered under my breath. The ache from my spider-sense, like a pebble stuck in my brain, began to dim as I watched the glowing man descend onto the cafeteria floor. SP//dr, however, couldn't relax at all. He watched Mysterio vigilantly from atop my shoulder. In fact, we were all watching Mysterio. He stood there in the middle of the room, bathed in light from the hole carved out above us, as if it were the most natural thing in the world.

Then out of the silence I heard a commotion from one of the halls. My spider-sense flared up again.

Of all the days to not have my mech.

But it couldn't be helped. I was stuck without it. Mysterio, however, seemed completely prepared.

"They're coming," he said in a low voice, a voice which seemed to quietly resonate through the entire room, like he was speaking directly to your mind. And he was right. Moments later the source of all the carnage smashed its way through the cafeteria door and hissed:

"Where's Peni Parker!?"

The throng of students parted, forming a kind of pathway through the room, and in the distance I saw the intruder. His heavy power armor was covered in strange knobs and dials. His hands were claws, and his back was shielded by a dense, smooth carapace. He had a purple helmet which covered his whole face and extended out into two vicious horns.

Definitely going for that 'insectile' look.

All eyes were on me as I climbed up onto a cafeteria table, "I'm right here! Come and get me!"

I expected some long monologue about how I was the root of all evil. I expected him to gloat about how he finally had me where he wanted me. What I didn't expect was for him to generate a boulder of hard light out of his back.

"Oh no-"

He lobbed it at me immediately. On instinct I crouched down and covered my head with my hands. I felt the heat of the light as it tickled the tiny hairs on the skin of my fingers.

Oh my god that was close.

I looked up. He was readying another.

"Hey!" I yelled at Mysterio, "Aren't you gonna stop him!?"

He didn't move, "Isn't that your job?"

"What!?"

The second boulder came even faster than the first. I leapt out of the way, scraping my already-scraped knees on the floor as I landed like a sandbag against the cold tiles.

"Damn it!"

I watched as the boulder meant for me dissipated into thin air.

He can deconstruct them at will ?

I didn't stand a chance against someone with tech like that, not without my mech. SP//dr crept out of my hair and onto my cheek.

"Get back in there," I whispered, "just stay safe, cos we're gonna be doing a lot of-"

Suddenly the intruder was on top of me. I could smell the metal of his outfit.

"I am the Beetle," he growled, "and on this day, Peni Parker, you shall die!"

He raised his hands and slammed them together around my head. Then he started to squeeze. The pain came down like a knife through my skull.

"AAAAAAAHHH!"

He couldn't have held me for more than a second before Mysterio kicked him away, sending him flying into the wall on the opposite side of the room. The urge to throw up was almost too strong to resist.

SP//dr are you okay? SP//dr?

I felt his presence in my mind and almost started crying in relief.

"Dear me," Mysterio tutted, "you're not much good without your suit, are you?"

I couldn't believe I was being insulted by this random stranger - in the middle of a battle, after nearly being killed. I took all my hurt and fear and channeled it into anger.

"Hah!" I snarled, "You can talk! You expect me to really believe you're some god? I don't know what you've got inside that armor but we both know that you'd be just as screwed as I am without it!"

He floated up into the air, "That's where you're wrong."

I heard the Beetle moving in the rubble. I pushed myself upright, clutching my stomach as another wave of nausea sank through me. As I cast my eyes in the direction of the noise I saw that, sure enough, the armored assailant had already recovered.

He pointed at Mysterio, "Strange being, who are you? I've never seen someone so powerful! So much more powerful than me, and much more powerful than SP//dr!"

Mysterio laughed, "Yes, I am powerful! More powerful than you could ever imagine! For I am the almighty Mysterio! The pinnacle of evolution! My impregnable mind has absolute power over matter. Behold!"

He stretched one of his hands out and dramatically clenched his fist. Out of thin air a ball of water began to form, getting larger and larger.

"And now…"

With a wave of his other hand the ball suddenly exploded into a cloud of gas, fizzling and sparking as it dissipated into nothingness.

The Beetle stared at Mysterio in astonishment, "Such terrifying power! Please, oh great Mysterio, spare my life!"

"I cannot accept your repentance, insect, for your sins weigh upon you like the universe on the shoulders of great Atlas."

"Please!" the Beetle begged, now on his knees, "I had no choice! I have a wife and kids!"

Mysterio folded his arms, "Save your words for one more merciful. Now, begone with you!"

There was another flash of light, then suddenly a vortex opened up behind the armored insect.

"NOOOO!" he screamed. For a moment, no more than the blink of an eye, I thought I saw a hand drag him into the hole - then he was gone. The hole blipped out of existence. The room fell silent once more.

Mysterio spread his arms wide, "Witness my power, children of New York! Wherever evil may lurk, wherever criminals gather, wherever I am in need I shall be there, for I am all-present and all-powerful! Remember my name: The Almighty Mysterio!"

Then just as mysteriously as he came he disappeared in a burst of smoke, leaving behind only soot, rubble, and what smelled like… gunpowder. My spider-sense, which had been going off constantly since the commotion started, finally fell away, becoming a dull headache instead.

What the hell just happened?

Suddenly I was being glommed from behind.

"Peni!" Harry sobbed, "I thought you were gonna die for sure!"

I rubbed his hands, which were clasped around my stomach, trying my best to stop my voice from jittering, "Don't be silly, no way some knock-off Rhino was gonna take me out."

"But-"

"But nothing! I told you in grade school didn't I? That I'd always protect you."

"Mmm," he mumbled into my back, "I guess I… I never realized how dangerous it is… when you're not with the mech."

His words wrenched at my chest. He was right. Without my mech I was completely powerless. I couldn't remember the last time I'd been caught without it.

Cindy came running over to us, "Peni! Oh my god! Are you okay?"

"Am okay!? Are you okay?"

She nodded, her cheeks wet with tears, "Yeah, just a bit…you know."

I breathed out, shuddering as the stress worked its way out of my body, "Yeah. I know."

Harry was still attached to me, "I don't understand how they got through the school's security… There's a whole army of guards. I'm pretty sure Dad employs drones and stuff too."

SP//dr crawled down onto my cheek. Just knowing he was there sent a warm feeling of strength through my tired muscles, "I don't get it either. The school's AI was still online. It can see everything happening in the school in real time. Like, everything everything. It even activated the emergency forcefield. No way anyone could get in here if they weren't meant to be. It's impossible."

Unless they were meant to be here. Like a staff member… or even a student…

Cindy wiped her eyes, "God today has been a crappy day."

I nodded absentmindedly.

It doesn't add up. No one's ever bothered to attack me at school before. They know it's impregnable.

Harry released his grip on me and sat down on a lump of fragmented ceiling, "My dad is not gonna be happy about this."

Why did Mysterio even bother showing up? All that power and he used it to… what? Protect some Oscorp kids? Really?

An announcement played over the one school speaker that was still functioning, "All students, report to the assembly hall immediately. I repeat, all students must report to the assembly hall immediately."

It was all over so quickly… and he spent half the time making fun of me… this guy who can turn concrete into dust, and warp people into non-existence…

Cindy grabbed my arm, "Peni, come on."

"Hm? Oh, yeah."

He triggered my spider-sense. Him. Mysterio.

I picked up my backpack. It was covered in dust. We started ambling towards the exit that led to the assembly hall.

He triggered my spider-sense .

We all crammed into the narrow hallways. Shoulder-to-shoulder, slowly shuffling to our destination. Mysterio's words echoed in my mind.

'You're not much good without your suit, are you?'

My heart started racing.

Oh my god… it's just like that message. The message-

From the stalker. I immediately unzipped my backpack and yanked out my phone to check my message history. Sure enough, there they were.

[You're nothing without that glorified hunk of metal.]

[I'm going to show them all who you really are.]

I felt weak. The stalker. It was him. Mysterio. He was right there. He was right there in front of me and I couldn't do anything.

He can disintegrate concrete with a click of his finger, and warp people through space, maybe even through time.

I stared at the back of the student in front of me.

No, he can't really be that powerful. No one can be that powerful. Anything he can invent, I can invent better. I'm a genius. I've always been a genius. It's what makes me special. That, and SP//dr.

With that thought my eight-legged friend stroked my cheek with his tiny legs. In all the chaos I'd forgotten what it meant to be bonded with another living creature. I'd forgotten that I didn't have to deal with all this on my own.

Cindy squeezed my hand, "I'm just glad you're okay."

The way she was looking at me made me feel like I'd missed part of a conversation.

"Don't worry about me, Cindy."

A single, ragged sob shuddered down her shoulders. Her eyes were becoming wet again.

"I've never felt like that before. With you around, I always felt safe."

"And you are! I'll always protect you! All of you. You know that."

She smiled weakly, "It's okay. None of us expected something like this. I had no idea Mason Banks could be infiltrated so easily."

"It couldn't have been that easy," I protested.

Harry sighed, "She's right Peni. Whoever that beetle dude was, he was clearly stronger than anything we've seen before. And that Mysterio guy…"

"Yeah, about him actually-"

Cindy interrupted, "How did he get so powerful? Do you think he stole Oscorp technology?"

"Nah," Harry replied, waving his hand dismissively, "Oscorp has some good tech, but it's not the kind of stuff you could hide in a single suit."

I raised a finger, "Actually, they do have spacetime camo suits."

"They can't really warp people through spacetime though," he replied.

"Well they sort of can. On the spot, anyway. You can kind of…it's like…disappearing and reappearing in-place. They quantum entangle the light particles around you with-"

Now Cindy came back in, "That's not the same though. That's not teleportation."

I was starting to get agitated, "Who said anything about teleportation? Guys, listen to me, there's no way he's as powerful as he looks. He's got a flashy suit - so what? He's probably just some nobody under there."

They both stared at me.

"What!?"

Harry looked away. Cindy frowned, "Isn't that… the same as you?"

I felt the blood drain from my head, "No! No… it's totally different with me and SP//dr."

She bit her lip, "Yeah, you're right. Sorry."

But I knew she didn't mean that.

"Cindy-"

"It's fine, Peni. It's been a bad day. For both of us."

I remembered all the crap we had to deal with on the way to the Reed Richards Center… and then Gene Pop…

"I'm sorry," I said.

"No, don't-"

"No, I am. I didn't mean to be snappy. It's just…I'm… you're right, okay? So let's… let's just forget about it…"

"Mm…"

Suddenly Cindy grabbed one of her wrists, her face contorted in pain.

"Cindy!?"

Harry looked across at us. I couldn't let him know about her mutation. Couldn't let anyone know. We were totally surrounded by students and now-

Cindy's eyes were full of panic, "I… really need the bathroom."

I tried to picture the school's layout in my mind, but I was so tired…

Come on, come on!

"Wait," I said, as I came to my senses, "isn't there one near the assembly hall?"

"We'll never make it that far at this pace… Agh, it hurts!"

We were starting to draw attention to ourselves. I could feel all the stares, feel everyone judging us. My brain was mush. I could barely string two thoughts together.

There's nothing I can do…

Then it happened. That moment where you're so out of it, so lost and exhausted and confused that you somehow get more energy. My rational mind shut down and my irrational, hyperactive mind kicked in.

I spoke without thinking, "Oh my god Cindy! Don't you have an implant for that?"

She furrowed her brows in confusion. I continued, loudly, "I got mine when I was eleven. No more periods for me! Who would choose to bleed in the year 3145?"

Cindy was shocked speechless. Harry grabbed my shoulder, "Peni, what the hell!? Shouldn't you be more quiet about that?"

Cindy finally caught on, "Ugh! I can't have the implant, too expensive. If I don't get to the bathroom soon, though…"

I gasped dramatically, "You're gonna bleed all over the floor!"

Please don't kill me Cindy.

Now the other students were really paying attention. They immediately started dispersing as best they could, dodging out of our way like we were lepers as we pushed through the crowd.

Cindy was almost doubled over in pain as we reached the bathroom. She ran through the door. I went in soon after.

Then Harry joined.

"Whoa, Harry!" I said as Cindy slammed her stall door shut, "You don't wanna be here for this. Trust me, it's nasty."

He rested his hands on his hips, "I'm not an idiot, Peni. I know it's not that bad."

"Oh but it is. It's uh, real gross. Wouldn't recommend it. If you ever get offered a full genital makeover definitely take a hard pass on it."

He frowned, "You just want me gone, don't you?"

"What? No, it's not like that."

"You're not allowed to have more than one student per stall, you know?"

"Harry, I don't know what you think is going on, but I have no intention of joining Cindy in that stall."

A wet splat echoed through the room, breaching even the heavy-duty soundproofing of the floor-to-ceiling stall door. Harry grimaced.

"See?" I said, "Nasty."

With that, he seemed satisfied that I wasn't trying to hook up with Cindy. He scratched the back of his head, "I need to use the bathroom anyway."

He went into an empty stall. Danger averted.

Today can't end soon enough.

I flopped over to the row of sinks and stared into the mirror. I looked like a zombie. Felt like one too. My legs were shaking from sheer exhaustion. Once again I was reminded of the burning pain in my kneecaps.

Scraped them twice today. Really, really should've cleaned the wounds.

I'd survive. I wet my hands under the faucet and splashed my face with water. SP//dr expertly evaded the assault of moisture, leaping onto my shoulder.

"Sorry, buddy," I mumbled.

I was a wreck. I preferred being bashed around by man-eating kaijuu to this. I took a deep breath, holding back tears.

Everything's going wrong at once.

Completely against my wishes, the smart mirror began to analyze my face.

"You are suffering from sleep-deprivation," it said.

"I know."

Treatments for sleep deprivation began to appear on the screen. Pills, ointments, numbers for sleep therapists.

I closed my eyes. The urge to cry was so strong.

I'm sorry, Dad. I can't do this. I can't do it on my own…

Tears forced their way past my eyelids. I wiped my cheeks.

Come on Peni, pull yourself together. You'll get through this. It's just a bad day.

I gazed into the metallic sink. Just a bad day.

I'm the hero of New York. A genius. No one's smarter than me. No one's better than me. It doesn't matter what Gene Pop says. And Mysterio…

I shook my head. Mysterio was an issue. But at least now I knew what he looked like. Sort of.

It's better than nothing. And now I know what he's capable of, too.

One of the stall doors opened behind me. I quickly dried my eyes and turned around. It was Cindy. She looked concerned.

Just tell her. Tell her everything.

"Peni…"

"Cindy, I-"

"The uh," she lowered her voice, "webbing…it's still stuck to the toilet."

"…Oh. Yeah…I…hmm. I don't know how to clean that."

"What was the stuff Professor Richards used?"

"Probably some acid he cooked up, but-"

Harry's stall door swung open. He stretched his arms over his head, "You guys done?"

Cindy and I looked at each other. There was nothing we could do about the webbing now.

"Yep," I replied, stretching my lips into a smile, "let's go and get this assembly over with."

He didn't move, "Is there something I'm not getting here?"

"Nope! Nothing!"

He quirked an eyebrow at me. I knew I didn't sound right, probably didn't look right either. Thankfully before he could ask any more awkward questions Cindy stormed forward and out of the door. I followed close behind, clapping Harry on the back as I passed him.

"Don't forget to wash your hands!"


The assembly was about as much fun as you'd expect it to be. The room was completely filled with students and staff. There was nowhere to stand, let alone sit. Once we were all in they sealed the room with a military-grade forcefield. Every student was checked over by a nurse, and heads were counted (electronically and manually, the latter of which took forever). Thankfully no one was badly hurt. The school's principal, Roger Harrington, was beside himself with emotion as he explained that no, security had no idea how the intruders got in. After his speech Mr. Osborn's PA came in via video call and assured us that Mr. Osborn was gonna look into the matter personally, which made Principal Harrington even more nervous.

Then they sent us all home.

"Finally," I sighed in exasperation as we trickled out of the jam-packed hall.

"Kill me," Cindy groaned.

"I'm already dead."

I could barely keep my eyes open. I was pretty sure I fell asleep a couple of times during the never-ending assembly. Yawning, I pulled out my phone and messaged Aunt May.

[I'm out now. School's cancelled for the day]

A few minutes later, as I waited outside the school gates next to a group of armed soldiers, she replied, [I'll send someone to pick you up ASAP]

Send someone, huh? Guess she must be busy.

She always was.

If I had my mech with me I could just head home.

Mysterio's words shot through my brain like a bolt of lightning, 'You're not much good without your suit, are you'. I gritted my teeth. Without the mech I was just a smart kid with a terrible attendance record, and I knew it. Without the mech I couldn't protect anyone. Couldn't even get myself home.

I suppose I could walk.

My phone buzzed again. The notification sound was familiar.

Isn't that the sound for Echo?

Echo, the fourth millennium's way of letting you share pictures of what you ate for lunch. It was the only social media I liked, apart from Spacebook, which wasn't so bad when you made sure to only add your actual friends as friends (not that I ever took my own advice). Of course, I used to like it all a lot more before I became a celebrity.

You'd think people would go easier on an eight year-old.

They didn't. Gene Pop taught me that. Swiping my phone screen I opened up the Echo app and saw why I'd received a notification.

"The ice cream dude @'d me!"

His post read: [Hey @therealspdr you okay? Just heard the news.]

He wasn't the only one. I got notified about his echo because I follow him, but when I expanded my notifications window there were over a thousand mentions of my handle, therealspdr.

"I guess it is pretty rare for Mason Banks to be attacked."

I checked my timeline. The last time I sent out an 'echo' was…

Yesterday morning. Before the car chase.

[Morning New York!] my echo said, above a picture of me in my pajamas, [First day back at school 8_8]

Hard to believe that all this stalker crap happened over the course of just twenty four hours. He must be as tired as I am.

I decided to make another post. I couldn't let some bad press and an idiot with a god complex keep me down. No matter how exhausted I was, I had to keep going - for New York.

For Dad.

I activated the phone's orbital positioners. It bobbed out of my hands and glided out in front of me. Then it began to slowly circle around my head.

"Why is rotation the default setting?" I grumbled.

The phone drifted behind me, out of sight, then it slowly made its way back round. When it finally hovered in front of my face again I said, "Lock!" and it froze in place.

Good.

"Activate camera."

The camera turned on. I could see the phone was too far away for the right angle. I grabbed it and pulled it a little closer.

"Tilt," I commanded. Now the phone could be moved on the vertical axis. I dragged it up and round till it was at just the right point above my head, then I said, "Stop tilt."

There.

The angle was good, the distance was good, the lighting was…okay.

It'll do.

I made a peace sign with my right hand and pulled a silly face, then I said, "Countdown timer: three."

The phone started counting down. When it reached zero it took a burst shot of five photos. After it was done I hopped in the air and snagged the phone from its orbit around my head, then I turned the orbital positioners off. It wasn't an automatic thing. You had to turn them off manually, or else the phone would pop back into position as soon as you let go.

They really need to make the whole thing more convenient. I should make a prototype or something.

But that would have to wait. First, I had to post the echo.

And deal with Mysterio, and Cindy's whatever-that-is, and-

First, the echo. I captioned the photo: [Some beetle tried to take me out, but I'm fine now. Don't underestimate a SP//dr!]

I double-checked that it all looked okay, airbrushed the bags from under my eyes, then I hit 'post'. Almost immediately it started getting echoed.

 

Echoed by we stan the spider @spdrpatrol

[she's alive! she's alive! omg my HEART!]

 

Echoed by J. Jonah Jameson @johnjonahj

[What did I tell you? Where this girl goes, trouble follows. Next she'll be getting a hospital blown up.]

 

Metalhead @allthingsmecha

Replying to @johnjonahj

[Stick to your dumb magazine, jackass. No one cares what you think.]

 

I closed the app, "Well, at least some people appreciate me."

You can't please everyone. That's what Dad always said.

I need some music.

Music always calmed me down - and helped me think, too. Reaching into my backpack I pulled out my Oscorp NeuroSound earphones. They were the closest you could get to 'no headphones' listening without taking the plunge and getting an auditory implant. I placed the 'C' shaped earphones over the back of my ears and swiped across to one of the music apps on my phone.

Yeah, gimme some of that classic rock.

I leaned against the school's perimeter wall as the screaming guitars of the third millenium roared in my head. It'd been an intense couple of days.

Maybe now things can get back to normal.

Yeah… fat chance. But I did make some progress. I learned my stalker's name: Mysterio.

He made a mistake coming here today. Now I know he's just some guy… just some guy in a flashy suit. Though I still don't know how he made the beetle man disappear…

A black car floated round the corner, interrupting my thoughts. Sunlight glinted off of its perfectly polished body. As the door swung open I knew it was for me.

Just my luck…

Like a cherry on the cake of my garbage day, Norman Osborn stepped out of the car with a grim scowl on his face.

"Get in here. Now."

I steeled myself for bad news and climbed into the car. My long day was about to get even longer.

Chapter 5: A Difficult Decision

Summary:

Osborn has arrived to pick Peni up from school, and he says he wants to 'talk'. Peni knows nothing good can come from this, and BOY is she right...

Notes:

Sorry this one is arriving later than usual! I did a lot of writing for the International Fanwork Day challenge and that delayed aaalllll my ongoing stuff. But now I'm back! This chapter is smaller than the others only because that's just how long I felt it needed to be! It's about 2.7k words. Though it's another sad one for our poor heroine, I hope you enjoy it nonetheless! I've added a few new trigger warnings to the tags, and you can check to see which ones they are by skipping to the endnotes - basically Osborn is an abusive dick to Peni (no surprises there), so it's related to that.

Recap of last chapter for those who need it: Last time we left off, Mason Banks School was invaded by Mysterio and 'The Beetle'. Mysterio claimed to be a hero but Peni realised from her spider-sense and her powers of deduction that he was none other than her mysterious stalker! However, she was interrupted before she could tell Cindy this fact, and so only she realizes that Mysterio is really a villain, not a hero! Now Norman Osborn has arrived to pick her up from school. Things can only get worse from here...

(See the end of the chapter for more notes.)

Chapter Text

Mr. Osborn didn't waste any time.

"Why the hell were you at the Reed Richards Center?"

The car's autodoor closed itself with finality as we headed out onto one of the upper mag-lanes on 2nd Avenue.

He was livid, staring at me in the rear-view mirror. His driver was in the seat next to him. Oscorp was the lead manufacturer of self-driving cars, but I never saw him riding in one.

He continued, "Does that bastard have anything to do with the shitshow that went on at my school?"

I glared at him, "Professor Richards would never-"

"Save your breath," his eyes flitted to something else, perhaps some building beyond the windscreen's bullet-proof glass, "I know that spineless idiot doesn't have the balls to pull a stunt like that. At least, not in person…"

I looked down at SP//dr, who was sitting restfully on top of my hand. Somehow he was able to stay calm in all this.

I'm trying my best, buddy, but-

"So are you going to answer my question, or what?"

Now he was staring at me again.

"I wasn't sharing any of your stupid company secrets, if that's what you're asking."

"The press think I'm a putz for letting you go about your merry way through the city. What pisses me off is that they're right."

I clenched my fingers, startling SP//dr, "I protect this city with my life, every day. The media say awful things about me all the time and I still go out there and keep people safe. What do you do?"

"What do I do!?" he raised his voice so loud it hurt my ears, "I built this city! This city would be just another wreck under the ocean without me!"

The red letters of Walgreens burned past the window, letter by letter, making me squint. I was so tired. And so angry. Angry at Mysterio. Angry at Mr. Osborn.

It started slipping through, "Why don't you just buy the news stations if you hate them so much? It's what you do with everything else."

He laughed bitterly, "I would, if that bastard Jameson would let me. The man's a lunatic. He has some vendetta against me. They all do. They forget who laid the concrete they walk on."

"If I can deal with it, so can you. You've got a whole company. I'm just a school kid."

"That's exactly it," he hissed, "you have nothing to lose. You're too young to understand how the world works, Peni. You're just a kid, a little girl with dreams of being a hero. I entertained you."

"I saved you," I growled, "I'm the only person who can pilot this mech."

"It's just one mech, Peni. One of thousands. It's not even as good as our latest designs."

"Well why do you keep taking it away from me then!? Just leave me alone!" I sat forward in the chair, scowling into the mirror, into his eyes, "Let me protect the city in peace!"

He punched the dashboard, "That's what you don't get, you runt! Every building you wreck, every pileup you make, every idiot you piss off comes back to me! I'm hemorrhaging money on lawyers because of you!"

I flung myself back against the chair, "Give me a break! Like you're short of money."

"I'm short of patience, Parker. The only reason I haven't kicked you to the curb already is because somehow, despite all of Jameson's best efforts, the people of New York like you. And that means by proxy they like me."

I doubt it, I thought, though I had enough presence of mind not to say it.

"But that's not good enough anymore," he continued in a low voice, "you're going off the rails, and fast. First you destroy my property, then you consort with my competitors, and now this? Attracting madmen to my school? What if he'd killed one of the students!? What do you think the press would say then, hm!?"

I hung my head. He was right. Mysterio would never have even come near the school if not for me. He came there specifically to get to me, to threaten me, humiliate me maybe.

What did I do to make him hate me so much?

The same thing I did to all the other stalkers and badmouthers and deepfake makers: nothing. They saw me in the news and figured I was free real estate.

I closed my eyes. The car sank down, sending a floating feeling up my stomach. Then we turned right. Paused in traffic.

Mr. Osborn tutted, "Protesters."

I opened my eyes to see a wall of buses. Each had a sign strapped to its side. The one in front of my window said, 'NO MORE OSCORP SPYWARE'.

Mr. Osborn explained without me asking, "They don't like our new implants. They'll happily be tracked on their phones and in their cars, but you try and send them a single advertisement via their neural implants and suddenly they lose their minds."

We passed another bus. A group of androids with exposed metal parts were sitting on top of it. The sign: 'NO MORE AI SLAVERY'.

I frowned, "I don't get it. Neural implants have been around forever."

"Our new line is for children. It'd completely eliminate the market for domestic desktop computers. Imagine: every citizen of America, even the world, having a computer in their head from the age of three!"

A rock clunked against the window in front of me, making me jump. SP//dr dashed up my arm and onto my shoulder in panic.

Osborn continued, "But these idiots don't understand progress. They'd rather sit at a desk with a plastic mouse like cavemen."

We dipped down further, weaving through clusters of floating cars trapped between protest buses. We kept descending till we were on ground level. I noticed that the streetlights were already on.

It's always so dark down here.

"Does that mean I could get an implant?" I asked.

"No," he replied immediately, "it'd interfere with your connection to that insect, and the mech."

I huffed, "What do you care about me and SP//dr?"

A panel opened up beneath us, in the middle of the street. We dove into it. It was a tunnel. A long one, by the looks of it.

One of his secret entrances.

Mr. Osborn leaned back in his chair, "You're still of use to me yet. Like I said last night, what you need is supervision."

The tunnel lights drifted past one by one in the darkness. My head was swimming. I felt like I could pass out at any moment. I'd had about two hours of sleep in the past twenty-four hours.

"I don't need supervision," I grumbled, fighting to keep my eyes open.

"It's not negotiable."

"What if I refuse? You can't make me pilot the mech."

"Fine. If you don't want it, I'll scrap it."

"No!"

"Then you'll do as I say."

I leaned my head against the cold window and gritted my teeth, "How am I supposed to concentrate with someone giving me orders all the time?"

"You'll figure it out."

I dug my nails into the palm of my hand, "I could get Professor Richards to build me another mech. I don't need you."

He paused for a moment, then replied, "You don't need my school? Your spider?"

"SP//dr's mine."

"On the contrary. Oscorp developed it. If you used it in any other machinery I'd sue you into oblivion. You or Reed Richards."

I resisted the urge to kick the back of his chair, "So you're keeping me prisoner?"

"You can leave at any time, Peni. I won't stop you."

"You promised me freedom last time too, when I was just a kid."

"I gave you freedom. And you're still just a kid."

"If I'm free then why are you threatening me?"

"I'm not threatening you. I would never threaten a twelve year-old schoolgirl. I'm simply stating the facts."

I gave in and kicked his chair. Hard. He ignored me and continued, "You don't get to the top in this world by being soft, Peni. Business is built on difficult decisions. You need to make yours."

"Oh I will. I'll tell the whole world what a horrible person you are."

"They already think I'm a horrible person."

White light bloomed in front of us. All at once we entered a blindingly bright room. I recognized it immediately as the underground parking lot at Oscorp HQ. The autodoor opened. A hand appeared in front of me.

"Come," Osborn commanded, "we have more to talk about."

Reluctantly I climbed out of the car, ignoring his outstretched hand. My legs felt like jello, my head was a boulder.

"Peni, the image of this company is in dire jeopardy. We need this neural implant move to succeed. But for it to succeed, the public has to trust us. Or at least, put up with us."

"Put up with you, you mean."

He continued as if I hadn't just insulted him, "Whether I like it or not, you're the only thing keeping the public in line. They hate me, and love you. Where you go, they follow."

I crossed my arms, "But I can't even have the implant. You said so yourself."

"They don't need to know that."

I scowled in disgust, "I'm not gonna lie for you!"

"I expected as much. That's why I already had the lab synthesize your voice."

I stopped in place, "…what?"

Mr. Osborn turned to face me, "The recordings we take every month. The wellness interviews?"

"I…"

"If you actually read the paper you got your Uncle to sign, you'd see it gave us permission to use those recordings as we wished. So we synthesized your voice."

I couldn't believe my ears, "I will not let you lie about me. I'll go on all my social media and tell them it's a lie."

"If you tell them about the implants yourself, I won't need to use the recordings."

"I'm not lying for you!"

He smiled a cold smile, "You won't need to lie. Just tell them the implants are safe. Our trials suggest they're safe, so you'd be telling the truth."

I shook my head, tears pushing at the corners of my eyes, "Dad was right to hate you."

"He may have hated me, but he understood that he had a job to do - and he did it. Peni, right now the people think we're at each other's throats day and night-"

"They're right."

"-they're waiting for you to lead a revolution against me. They think you're a saint. Your outing to Reed Richards' little basement has only added fuel to the fire. My police force has had to stop dozens of vandals this morning alone. Every Oscorp property in the city is a target. It'll only get worse if we don't do something."

I stared at him open-mouthed with raw shock, "Why the hell should I? Why shouldn't I just leave right now? Leave you, leave school, leave the mech. Do you know the kind of day I've had? Do you know!? You can't even begin to understand… you can't… and now you…"

Sobs forced their way out of me. I felt weak. I felt pathetic.

Osborn sighed, "Why must everything be so personal with you? Can't you see the stability of this city hangs in the balance? New York needs me, and it needs you to be on my side. What do you think will happen if those morons start destroying our servers? Start attacking the transport infrastructure? Oscorp technology is in every building in this city. If Oscorp stops, New York stops. Is that what you want?"

Through ragged tears I replied, "N-No…"

"So you need to go out there and tell them to stop protesting. You need to tell them you've seen the implants and that you trust them, andtrust me. Think of how much more peaceful the streets will be if people know that Oscorp can be relied upon, hm? You'll be doing everyone a favor."

I nodded as long, ugly sobs poured out of me.

This isn't what I wanted. This isn't what a hero is meant to be.

"Stop crying. Come on," Mr. Osborn barked, "You're making the floor wet."

I shakily wiped my eyes. My lips were covered in snot.

"Follow me. I'll take you to the mech."

I followed him silently on feeble legs. I felt like a zombie. I barely registered the journey. One minute we were in that bare hall, the next Osborn was slapping the window of my mech.

"We installed an improved tracker. I'm sure you understand. We also updated the comms array."

I did my best to stare a hole in his face.

He adjusted his suit, "I notice you've used some of our nanotechnology. Without permission."

"You want it back?" I snarled.

He grimaced, "No. Just don't expect any more handouts."

I shambled past him and opened the mech's main hatch, "I won't."

Falling into the pilot's seat was like falling into the world's most comfortable bed. With heavy hands I powered up the mech, and all the systems and panels and hands-free candy dispensers lit up around me. I closed my eyes and let my exhaustion ooze onto the floor. SP//dr tapped my cheek.

"Ah, yeah… sorry buddy."

I remotely opened the hatch to his spider-sized pilot's compartment. He could enter and leave by himself in an emergency, but it was much easier to go in via the main entrance. As he hooked himself into the system I felt our minds overlap and synchronize. A warm feeling of relief washed over me.

Is that you doing that, SP//dr?

As if in reply, the sense of relaxation spread further, deeper. Muscles I didn't even know were tensed up started to unwind. Sleepiness settled on me like a thick blanket.

All I need is a plushy to hug and I'm good to go…

The glowing panels and gizmos and monitors drifted across my eyelids like neon clouds. I was watching distant galaxies. Floating free in space. My human arms melted into the mech's synthetic limbs and I disappeared.

Never had there been such a sense of-

"We've isolated them to the intersection of Lexington Avenue and 65th street."

Mr. Osborn's voice punched my head like a police baton.

I opened my eyes. He was standing in front of the window.

"Excuse me?"

"I said we've isolated them to the intersection of Lexington and 65th."

The protesters…

I could choose not to go. I could choose to open all my social media right now and tell the world the truth. But then the mech would be gone. I'd never be able to partner with SP//dr again. I'd lose my school. I'd lose everything.

Just this once… I'll only do it just this once, and never again. Never ever again.

Behind me, a mechanical door groaned into life and shuddered up into the ceiling. Light, natural light, cut into the room in a searing rectangle of white.

Mr. Osborn watched me from the shadows, "I'll give you your script over the comms."

"No," I said flatly.

"Peni-"

"I'll tell them in my own words."

He scowled, "Remember what we talked about."

Together, SP//dr and I turned and faced the outside world.

"Oh we will. Don't you worry."

We stepped beyond the boundaries of Oscorp Tower. The road in front of the building was littered with torn-up signs and other debris from the protesters Oscorp had expelled earlier. I looked up, ready to fire a web onto one of the city's many inter-building skybridges, and caught a glimpse of the sun. It shone brightly in the pristine windows of the skyscraper across the street. Half-conscious, I took a step forward - a step closer, and suddenly the light sharpened, intensified, stabbing my eyes and forcing me to squint.

I looked away.

"Let's go, SP//dr."

We cast a webline and swung down the street towards Lexington Avenue.

I'm sorry New York…

But it didn't matter if the City forgave me. I'd always know that I lied to protect a tyrant. And so would SP//dr.

And Daredevil, and Anna…

There was no escaping it now. For better or worse it was time to do my job. It'd make things more peaceful, probably save lives. In the end, it might even turn out it was the right thing to do.

Maybe…

Notes:

TW: blackmail, coercion, mental coercion

Chapter 6: Down The Rabbit Hole

Summary:

After a bad day goes worse, Peni finds herself a pair of unlikely allies...

Notes:

This bad boy took a while! They always seem to though xD I had some random health stuff interrupt me (dw I'm fine) so that added the extra week or so.

Some discussion of injury comes up in this chapter, along with body horror (unrelated), but nothing too graphic I don't think. I've added it all to the tags just in case, for future readers.

I know I've put Peni through so much pain... well now finally I'm delivering you some of that sweet, sweet comfort. You'll know when you get there ;D hope you enjoy the chapter!

RECAP FOR THOSE WHO WANT IT: Last chapter, Peni had to endure a frustrating conversation with Norman Osborn as he drove her to Oscorp HQ. He gave her the mech back, but only on the condition that she helps him market his highly controversial neural implants for children. Specifically, he wanted her to help quell a protest that erupted outside Oscorp HQ. She refused, and he threatened to manipulate recordings of her voice to MAKE her tow the line if she didn't do so in-person. In the end Peni relented, and headed off to do the unpleasant job of lying to the people she fights to protect.

(See the end of the chapter for more notes.)

Chapter Text

Adrian Toomes's voice fizzed through the comms, "Target location should be right in front of you now, Peni. Estimated number of protesters is around three thousand. Remember, Mr. Osborn said-"

"I know what he said."

We swung up beside a large bus hovering at the edge of a cloud of vehicles. A sign fastened to the bus read UNITED WE STAND. On top stood a group of protesters, some of them human, some of them androids. Suspending the mech from a line of webbing I opened the hatch and staggered onto the bus's roof. I needed sleep. Even when I was standing still it felt like the world was bobbing up and down. I guess that's what happens when you let yourself hit peak exhaustion.

I didn't notice the android protester greeting me until he was right in front of my face, "I knew you'd come!"

I tried my best to smile.

I can't believe I have to do this.

He turned and called out to the crowd behind him, "Hey everyone, Peni's here!"

I don't know exactly when I collapsed. One minute I was there, beside my mech on the corner of Lexington and 65th, the next I was gone. Falling sunny side up. The protesters filled every inch of the intersection, like a swarm of wasps, and I was in the thick of it. It was all wing mirrors and hubcaps on the way down. Someone reached out to catch me, and missed. I felt their fingers whisper past the skin on my arm, right before I felt the ground rush up to get me. One of New York's many skybridges. The last thing I saw was SP//dr, jumping down after me in the mech. But he wasn't fast enough. My head hit the bridge and that was that, sleepy time for me.


we stan the spider @spdrpatrol

[seeing a lot of echoes about peni falling onto a bridge? is it true? was anyone there?]

 

Max Dillon @powerguy69

Replying to @spdrpatrol

[Saw it with my own two eyes. Went down like a sack of bricks. Nasty.]

 

Recognizing Android Excellence @higherconsciousness

Replying to @spdrpatrol

[She fell right after she told us to go home and stop worrying about Oscorp's criminal mistreatment of its inorganic employees.]

 

Recognizing Android Excellence @higherconsciousness

[Reminder that organics will always push us down on their way up the capitalist hierarchy. Collaboration is an impossibility. Assimilation is genocide.]


I woke up to the stark fluorescents of a hospital room. A man in dark glasses was standing over me. On the other side, sitting down, was Aunt May. By the door was Norman Osborn himself.

I was weak, tired, my head hurt, there were tubes up my nose and tubes up places tubes were never meant to go, but I still found the strength to scowl at the man who blackmailed me into this mess.

Aunt May took my hand, "Are you in pain?"

Yes.

"No."

Mr. Osborn didn't waste any time, "The protesters did this to you, didn't they?"

I kept my scowl, "No."

"You don't have to protect them, Peni. You were doing your duty, and they viciously-"

"I just fell, okay? I just… I don't know."

He went over to one of the medical professionals, "Doctor, how badly did the impact damage her memory?"

A soft, feminine voice spoke, "Her memory? It seems to be un-"

She paused. I couldn't see her. No one spoke.

Then she continued, "A fall that great could easily have affected her memory, yes."

Mr. Osborn came back and tapped the man in glasses on the shoulder, "Take a statement from her. I want to press charges as soon as possible."

The man's face remained expressionless, unreadable, "Understood, sir."

I heard a door slide closed. From the sound of things, Mr. Osborn was gone. Aunt May still had my hand in hers.

"What happened, Peni?"


FALL FROM GRACE

Phil Urich, reporter for Gene Pop

15/09/45

This evening our city's angel had a fall that'd make even Humpty Dumpty's head hurt, and I'm not talking about her run-in with a bridge. Despite rumors of a bitter feud between her and her employer (Norman Osborn), Peni Parker swung into a protest in Midtown today to insist that Oscorp's controversial new implants, designed for children, are in fact completely safe. Her message went down about as well as she did. Despite her ties to the company, over the past few months Peni has inadvertently become an anti-Oscorp icon. Her frequent clashes with law enforcement and near-constant engagement with the NYC community on social media have made her the perfect poster-child for the big apple's wannabe freedom fighters. Until today, anyway. Following her pro-Oscorp statements, countless people have taken to social media to share their anger at what they feel is a betrayal of their trust. It remains to be seen if this anger is just a flash in the pan, or the beginning of the end for the mech pilot's rosy relationship with the people of New York.


"I told the protesters…that the implants are safe. Then…"

Then I really couldn't remember.

She kissed my forehead, "It's okay."

I tried to move my arm and winced as pain stabbed my back, "Is it bad?"

The doctor came into view behind my aunt, "It's a miracle you aren't dead."

"I can't feel my legs."

"Your spine took a beating. You'll need some bone reconstruction, but you'll recover."

"Isn't that expensive?"

"Mr. Osborn will be covering the cost of your care. Completely. He's also allowed me full use of the company's laboratories. With the kind of therapies we have today, you should be out walking again in less than a week."

"Wow! Less than a week?"

"Only because you got lucky. If you'd landed any differently I wouldn't have any bone to work with."

I flopped my head to the side to looked out of the window. It didn't have much of a view. All I could see was the windowless wall of an adjacent skyscraper. Pristine, perfect, gray.

"What day is it?" I asked.

Aunt May answered, "Wednesday. You were out for almost fifteen hours."

"Fifteen hours…"

It  was  a big fall.

"Why were you at the protest?"

I heard the distant beep of a heartrate monitor, "Mr. Osborn told me to go."

The moment those words left my lips, Aunt May's expression darkened, "Is that right?"

She looked almost… angry.

"Yeah," I mumbled, still not fully awake, "he…"

-told me he'd use my voice against my will if I didn't.

"…thought maybe I could calm them down."

"You should've been at home, resting. When he called to say he was gonna pick you up, I assumed he was gonna take you and Harry together."

"No, just me."

Her lips were a flat line, "So Harry wasn't with you?"

"Some Oscorp guy picked him up, I think."

Her eyes glazed over, "I see."

"Aunt May?"

Suddenly she got out of her seat, "I have to go now."

"Why? Is something wrong?"

She brushed down her lab coat, "Nothing's wrong, sweetie. My break is almost over, that's all."

"Oh…"

The door opened, "But I'll be back tomorrow. I promise. Your phone is on the table, and I left some nutrient bars there too."

"Any candy?"

She smiled, "There might be a little candy."

"Thanks Aunt May."

"I love you."

"Love you too!"

Then the door closed, and it was just me, the doctor and…

I turned to the man in glasses, "Who are you, anyway?"

He moved closer, "Oscorp's attorney. And now, yours. Doctor, I'd actually like some time alone with my client, if you don't mind?"

The doctor waved a hand, "Not at all. Just try to avoid causing her any additional stress, please."

"Duly noted."

She left. A heavy silence settled on top of me. I stared into the lawyer's glasses. I could almost make out my own reflection in their jet black lenses.

"I'm Matt," he said.

"Peni."

My phone buzzed on the table, making me jump. The muscle spasm wrenched at my misplaced bones.

"Agh!"

Stupid phone!

I snatched it up, grimacing. One new message.

Probably Cindy or Harry or something.

I opened it. It was Mysterio.

[Now the world has seen your true face, Parker. I hope you feel safe in that hospital bed, because your torment has only just begun.]

Cold sweat ran down my forehead.

Matt asked, "Everything okay?"

"Yup!" I lied, putting the phone back, "Everything's good!"

I can't fight Mysterio like this. If he teleports here now, I'm as good as dead.

Matt sat down, looking off into nowhere in particular, "First things first, why don't you tell me what happened?"

"So… what actually happened, or what Osborn wishes had happened?"

His expression remained unchanged, "I only deal in truths, Miss Parker."

"Just 'Peni' is fine. And okay… well…"

Do I tell him about the blackmail? No… he'd just tell Mr. Osborn…

He shifted in his seat, "Peni?"

"Just thinking."

"Of course. I appreciate your memory isn't as good as it usually is."

"No! My memory's fine. It's…"

"What?"

The phone buzzed again. This time I ignored it. The heartrate monitor started beeping faster.

Great, now he  knows  I'm nervous.

I got an answer out as quickly as I could, "I… I remember going to the protest. I got out of my mech. I got onto one of their buses, on the roof. Then I explained… about the implants."

"That they're safe?"

"Yeah."

"Do you believe they're safe?"

I felt my heart start to race again, "Sorry?"

"I want your honest opinion."

"Does it matter? Why would Mr. Osborn care about-"

"I'm sure he doesn't."

I swallowed, which only made my tongue feel drier, "Is it illegal to lie?"

His mouth stretched in a cynical smile, "Depends who's doing the lying. Peni, this isn't a court. I'm your attorney. Anything you say to me is strictly confidential."

"What about Mr. Osborn? You have to tell him everything, right?"

"Only with your permission. Do I have your permission?"

I felt dizzy.

Is this a trap? A test to see if I'll tell the world Osborn's secrets?  Oscorp's  secrets?

Tiny legs crept onto my cheek.

"SP//dr!"

I'd almost forgotten about him in my drug-induced stupor.

"SP//dr…" I sighed in relief, "I'm so glad you're okay."

Then I remembered.

"The mech!"

Matt held a hand up, "Undamaged. You built it well."

"It's my dad's design."

"I hear he was a good man."

I closed my eyes, "He was the best… and he…"

The image of the explosion engulfing him flooded my senses. The sound. The heat.

I opened my eyes and stared at the white ceiling, knuckles clenched, trying hard not to let my imagination in.

"Sorry," Matt said in a low voice, "I know how hard it is to lose someone…" he leaned closer, "I know how hard it is to keep a secret as well. Peni, if anything happened at that protest-"

"Nothing happened at the protest!" I yelled.

Silence. Suddenly my breathing sounded deafeningly loud.

"Nothing happened at the protest," I repeated, "I was just tired."

"Why?"

"What do you mean why? I hadn't slept in over a day."

"You went to the Reed Richards Science Center."

"That wasn't to share corporate secrets."

He leaned back in his chair, "I know."

"You…know?"

"You could say I'm good at reading someone's character. Didn't seem like something you'd do."

I huffed, "Not like Mr. Osborn doesn't deserve it."

"So you don't get along?"

"That's not a secret."

"No, it's a rumor."

"It's true."

"But you decided to help him out today."

I looked away from the lawyer, at the chair Aunt May was sitting in before she left, "It was a dumb idea."

"Your Aunt said something about him picking you up from school?"

"He did."

"So why didn't he take you home?"

"I went to get the mech."

Like an aggravated wasp the phone buzzed and rattled across the table, teetering on the edge, threatening to fall on my face. Beep beep beep went the heartrate monitor.

"You should check that," Matt said flatly.

"It can wait."

"It makes you nervous."

I glared at him, "It doesn't matter."

"Tell me."

"I just wanna rest."

"I can help you."

"Help me what? How can you possibly help me!? You're a lawyer!"

He leaned on the bed's railing, the hint of a smile crossing his lips, "I have a friend. I think you know him."

"…huh?"

A friend?

"I believe in the law, Peni. It's fair, it's rigorous, it's blind - when administered properly. When the law is working as it should, I'm exactly the person you need. When it isn't… I turn to my friend…" he lowered his voice to barely a whisper, "Daredevil."

I gasped, "Dare-"

"Shh!"

I covered my mouth with my hands and immediately regretted it.

"Owwww!"

"Sorry."

"Are you serious, though?"

"Completely."

"But even if… even if he could help. The stuff I'm dealing with… it's the worst thing I've ever faced. Even worse than that guy who could turn himself into a poop mountain."

"They don't call my friend 'the man without fear' for nothing, Peni. So come on, tell me. I'm on your side here."

"You've gotta promise not to tell anyone. No one except your friend can know."

"You have my word, both as your lawyer and as a fellow human being."

I reached for the bag of candy and plopped it onto my bed, "It all started on my first day back at school…"


AND SO THE MASK COMES OFF

Editorial by J. Jonah Jameson

I take no pleasure in gloating. I take no pleasure in seeing the good people of this city hurt, cheated and tricked. I take no pleasure in seeing the inevitable unfold. But folks, it has to be said: I told you so.

Here at the Bugle we've been reporting on Oscorp's corruption since day one, and the same goes for their trojan horse mascot, SP//dr. The people of this city have had to watch that menace attack our police, destroy public property, destroy their own employer's property - and for what? Protection? Give me a break. There's only one crook we need protection from, and that's Norman Osborn. He thinks that just because he built a few towers and funded a bridge or two that he has the right to play games with our lives. The worst part is that we let him do it! And why? Because he dangled the carrot right in front of us, the carrot of his little mech-riding heroine, Peni Parker.

Yes, that's right. It was all a ruse, a trick to make us complacent about Oscorp's borderline criminal business practices. How can you hate a hero who opposes the big guy, opposes her own employer? The rebels amongst us loved it. We all ate it up. Of course, I never did, but I can't blame people for swallowing the easy pill. You have to have eyes like a hawk and a heart of steel to see through all the lies around us nowadays. It's my job to cut through the crap. Not for me. Not for this company. For you, the people of New York. That's why I'm calling it now:

Peni Parker is, and always has been, nothing more than an Oscorp propaganda campaign. She's a shill, a liar, a puppet, and most certainly not a hero. If you can't see it then your eyes aren't open. Mark my words, as Oscorp expands its insidious child brainwashing program she'll be leading us along like the pied piper. But I'm done following. It's time to take a stand and say no more. No more Oscorp lies, no more SP//dr.

Now who's with me?


Three days later I was back home.

Aunt May wrapped me in her arms, squeezing me gently so as not to hurt my still-recovering spine.

"Welcome back!"

I smiled into her shoulder, "It feels so good to walk again. Where's the mech?"

"In the back yard, but-"

"Great! If it's alright with you, I'd like to-"

"Before you do," she said, holding my shoulders in her hands, "you should know, I talked to Mr. Osborn."

Cold dread sank through my body, "What did you talk to him about?"

"Your fall."

"He was probably annoyed that I didn't blame the protesters, right?"

"Not exactly…"

"Okay… so, what?"

"Well, in the end we agreed that your safety comes first."

I couldn't help but feel nauseous as I realized where she was going, "Right. I mean, the mech is pretty safe. I was outside of it when I fell."

"Yes, because he asked you to handle the protesters."

"I shouldn't have agreed."

"No, you shouldn't."

I tried to move past her, "And I promise I won't do it again."

"Peni, wait-"

"Look, if he wants to take the mech away-"

"No, that's not it."

"Then what?"


PENI PARKER: OSCORP ERRAND RUNNER?

Phil Urich, reporter for Gene Pop

21/09/45

Has anyone seen SP//dr around lately? I'll tell you someone who has: Union Allied Logistics. The formerly beloved hero of New York seems to have hung up her cape to take on a new role as shipment container bodyguard. Woe betide any criminal that dares to attack UAL's merchandise. The everyday citizens of NYC, however, are free real estate! Crime is soaring, and SP//dr is nowhere to be found. So it's been up to the new kid on the block, Mysterio, to catch all the wannabe supervillains. But let's be honest: he's doing a better job. Crooks are so scared of him they're turning themselves in. Maybe it's for the best, though we will miss printing the Peni Parker Summer Calendars!


I shuffled into class 3-3 for the morning homeroom session. Cindy was already there.

"You look terrible," she said.

I slumped into my chair, "Thanks."

"I read the news. Is it true? You're just doing corporate contracts now?"

"I don't wanna talk about it."

She whispered, "I thought you hated all that stuff?"

"I do," I whispered back, "but if I don't do it, things could get…bad. I have a friend looking into it, but it's taking a while."

"Anyone I know?"

I rested my chin in my hands, "You've probably heard of him."

"Oh, like a super friend."

"Exactly."

She gasped in excitement, "Is it Mysterio!?"

The class became hushed. I leaned close to Cindy, "No! And keep your voice down."

"Sorry."

Eventually Mrs. Drew strode in with her usual confidence.

"Sorry I'm late! You wouldn't believe the traffic. It doesn't help when Rhino is clogging up the intersection."

I couldn't help myself, "Rhino broke out of Ryker's!?"

"Don't worry," she winked, "he got dealt with pretty quickly. That Mysterio guy showed up right away."

Ugh, of course he did. He's probably the one that broke Rhino out in the first place.

She clapped her hands together, "Anyway, enough of that. It is now officially school time, so let's take those lunch orders and get on with the day, shall we?"


SP//dr @therealspdr

[Spaghetti again today! ^w^]

(IMG: ‘spaghetti.jpg’)

 

we stan the spider @spdrpatrol

Replying to @therealspdr

[you can never have too much of a good thing!]

 

Joe @joescoffee

Replying to @therealspdr

[where were you when my store got robbed last week?]

 

fluff ~ and ~ sparklez @unicornnation

Replying to @therealspdr

[Sure, live it up in your fancy private school while the rest of us burn. Hero of the people my ass.]

 

In Mysterio We Trust @mysterymachine

[You'll never catch our boy Mysterio slacking off on the job. You know he saved TEN kittens from trees yesterday? TEN!]


After lunch I caught Cindy in the hall.

"Cindy! I forgot to ask," I lowered my voice, "Has Professor Richards contacted you yet?"

She shook her head, "No, but the pill he gave me is keeping it under control… mostly."

"Well that's something at least. I'm always here for you if you need me."

She smiled weakly, "It's okay, I know you're busy."

We walked into class, "No, I'm really not-"

The maths teacher didn't let me finish my sentence, "Peni! Late as usual, I see. Though I'm disappointed in you, Cindy."

I was only late by a minute.


Back home, I went to my room and lay down on my bed. Cindy's words replayed in my mind.

'I know you've been busy.'

Come to think of it, we haven't really talked much since my fall.

It took a while to look at my phone again. My online space had gone from being mostly wholesome to being wall-to-wall bad content. If it wasn't yet another irritating message from Mysterio it was some rando on social media airing their take on why I was the worst thing to ever happen to humanity. It took all the strength I had to share that post about my lunch, and look how well that went.

I'd been avoiding the mech, too. I was only allowed to use it for Oscorp business, or else.

What am I afraid of? He can't do anything to me.

He knew better than that. But Aunt May, now she was scary. She didn't want me in the mech either. No one wanted me in the mech. Not even New York wanted me in it, now. They wanted their new favorite celebrity, Mysterio.

I slammed my fist down onto the mattress. Mysterio. All of this was because of him. I pulled the stupid message he wrote out from under my bed.

'THERE IS NO ESCAPE FROM ME, PENI PARKER'

Suddenly I was overcome with rage. Gritting my teeth I tore the message in half and crushed the halves together into a tiny ball. Then I threw it across the room, barely suppressing the urge to scream.

"I hate you," I hissed.

He'd ruined my entire life. It only took him two days. Two days and he'd completely replaced me.

He's not even a hero. He's a monster.

But all anyone ever saw was a god. A man who could do the impossible. But I knew he was lying. I knew that under that mask he was just a powerless human being, like me.

"I just need to prove it."


UNSTOPPABLE FORCE MEETS IMMOVABLE OBJECT

Phil Urich, reporter for Gene Pop

23/09/45

Protesters clashed with Oscorp-backed police forces this evening as tensions mount between the people of New York and the much maligned megacorporation. There were twenty-six casualties, bringing the total death toll to a grim one-hundred and five. Oscorp's response? To continue pushing ahead with their new implants. Clearly old Norman can't take a hint. How many people will have to die before he changes his mind? Only time will tell. But one thing is for certain: the number of people unhappy with Oscorp's behavior is going up. And up. And up.


The next day, I didn't ride the mech to school. Sitting in it didn't feel the same anymore. Instead I got the bus. That was a mistake, too.

"Hey, is that Peni Parker?"

"Looks like it."

"Fucking sellout."

Ten minutes felt like ten hours, but in the end I got there. The other students ignored me as they barged through the steel doors at the main entrance. Somehow that was worse than the stares I got when they thought Cindy and I were dating. I raided my secret candy stash, but it wasn't as sweet as I expected.

Even candy doesn't want me anymore.

I made my way down the hall towards class. Flash was waiting for me.

I sighed, "Please, not today Flash."

I readied myself for whatever crap he was gonna pull. He moved closer, towering over me. I scrunched my eyes closed.

It'll be over soon.

A heavy hand clapped my back, then he said, "Pull yourself together, Parker."

I opened my eyes, "…huh?"

He gave me a stern look, "You're lettin' this Mysterio guy walk all over you."

"I…"

"What happened to skipping school and kicking ass?"

I was shocked speechless.

He tutted, "Whatever. It's no fun picking on you like this."

Then he walked away.

What the heck was that about?

Homeroom was homeroom. Lunch was lunch. I didn't bother checking Echo. I already knew what people were thinking. I helped Harry with his homework and avoided his questions and the sad look in his eyes and went back to class.

I hate everything.

Next class was biology. Ashley Kafka. I didn't register anything she said, but it didn't matter - I already knew what she was teaching. Towards the end Cindy started slouching over her desk.

"Cindy?" I whispered.

"I don't feel so good."

As if my day couldn't get any worse.

"It's okay," I said, rubbing her back, "We'll get you to the bathroom. No one will think twice about it."

Then Miss Kafka spoke, "Cindy? Everything alright?"

I replied, "She uh, needs to go to the bathroom."

"The bathroom?"

Cindy lifted her head and shakily answered, "Yeah."

"Look at you! You're as white as a ghost. You need more than the bathroom young lady, you should go to the nurse's office."

Immediately I said, "I'll take her."

"No, I can take her."

"I can do it, Miss Kafka. We don't wanna interrupt class."

"I have a duty of care to my students, Cindy included."

"But-"

"We'll both take her, how about that? Follow me. No need to hurry. Class, read pages fifty-two to fifty-six while I'm gone. I'll know if you haven't, so behave yourselves."

The three of us raced down the hall, Cindy's arm over my shoulders.

Crap crap crap. I canNOT let Miss Kafka know about Cindy's mutation.

"This way," Miss Kafka said, pointing to a grey door, "It's the fastest way to the nurse's office."

I knew the layout of the school like the back of my hand. The route we were on wasn't a shortcut. In fact it was even longer than just sticking to the main halls. But there was a bathroom.

Soon enough I saw the sign jutting out of the wall.

"Cindy," I said breathlessly, "There's the bathroom."

She didn't waste any time. Panting, she barged through the door. I didn't follow. I had to keep the teacher busy.

Or at least, I thought I did. All the urgency had disappeared from her face. Now she looked serious. Like she was thinking. She pulled a phone out of her pants pocket.

"Ohnn, do you have my location?"

What…?

"Good," she continued, "tell Beverley to get the truck ready. Yes."

She tapped the screen and put it back in her pocket. Then she looked at me.

She was grinning.

"Not such a genius after all, it seems."

I took a step back, "Excuse me? Miss Kafka?"

"Miss Kafka is gone."

"I don't understand."

She moved closer, her eyes bulging wide, "When you put me away I was wearing a different face. A double homicide. I doubt you'd remember. Miss Kafka was my psychiatrist. She was a good woman. The best face I've ever worn."

My phone. Need to hit the panic button.

But my phone was back in class, inside my backpack. I screamed, "HELP! HELP! SOMEONE!"

She slapped a hand over my mouth and pushed me to the wall, "I've always wanted to wear your face. And now, thanks to Mysterio, I will."

With her free hand she gripped the inside of her mouth and pulled. Like a surgical glove her face peeled off. Sticky, wet. What I saw underneath made my blood run cold. Not a skull. Not some beast's face, or steel apparatus. No, underneath was nothing. A white head, like a mannequin. Expressionless. Emotionless.

Before I had time to process what was going on I fell through the floor. So did Kafka. I landed butt-first on something hard. As I got my bearings I realized I was inside some kind of container. Kafka stepped away. Then I saw him.

Mysterio.

"It must be frustrating," he said, "To be shown what a fool you are. Is it frustrating, Peni?"

I heard the roar of an engine beyond the box's steel walls. We were moving.

But how?

"Where are we?"

A quiet laugh escaped his glowing helmet, "On the way to your grave."

SP//dr climbed onto my shoulder and bared his fangs. Kafka, or the thing pretending to be her, grabbed my arm and pulled me to my feet.

"Keep your hands off me you-"

Mysterio wrapped a gloved hand around my neck, silencing me.

"Such a pretty face. You have no idea how lucky you are. With a face like that you could have the whole world at your feet," he clenched his fingers tighter, making me grimace in pain, "You don't deserve such a gift."

I felt myself being lifted into the air. My feet were dangling. My lungs, burning.

Can't breathe!

"You can't even imagine what it's like to be hideous, to be an outcast. Do you know how much I've struggled? Do you!?"

SP//dr dashed along his arm. But the Kafka thing was ready. They whacked SP//dr clean off of Mysterio's arm with a single swipe.

NO!

"Good job, Chameleon."

My fingers were round Mysterio's wrist. Pushing, straining, but there was no strength in my arms anymore. It was over.

I'm sorry SP//dr…Aunt May…Uncle Ben…

Dad…

"should've been New York's hero from the beginning. And now, finally, I am. Goodbye, Parker. And good riddance."

Can't breathe… can't think… can't…

Just as I was about to pass out, the Kafka impersonator, Chameleon, shoved themselves into Mysterio, knocking me out of his grip. I fell coughing and gasping to the floor.

"Chameleon, what the hell are you doing!? You fool!"

"You promised me her face! If she dies I get nothing!"

"Don't forget who freed you, you ungrateful little-"

Suddenly a blue light exploded from behind me. The two villains stopped arguing and stared past me, at the source.

Chameleon spoke first, "Ohnn? Is that you?"

Mysterio growled, "Ohnn, shut that down this instant!"

A black hole opened up behind them. From the hole stepped a black-and-white polka-dotted man. His whole body was polka dots. He didn't even have a face.

Need to find SP//dr…

The man must've said something cos Mysterio was furious, "What do you mean you didn't make it!?"

I turned and crawled along the floor, searching for my friend. Then I saw where the light was coming from.

"Holy crap…"

A vortex had appeared at the back of the container. It was black and blue and green and red and every other color you could ever think of. A swirling rainbow carved out of thin air.

And it was pulling me in.

"What is this, Mysterio?"

If he replied, I didn't hear it. Not that it mattered. The thing was pulling me in whether I wanted it to or not. I could feel it. Feel it pulling me from my feet, like there was a bungee cord attached to my waist. My shoes slipped through. Then my skirt, my chest, my neck.

My whole body was spinning. For a moment I was suspended in infinity, surrounded by crystal webs that stretched on forever in every direction. Every color, all at once, everywhere, rushing past me in a kaleidoscope of light.

"Wow…"

I saw my mech floating above me.

"SP//dr!?"

Then light. Bright light. Synthetic light under my feet. Getting brighter.

"Oh my GOOOOOOD!"

Hurtling at incredible speed into a-

"BILLBOARD!?"

I saw the mech hit it. A red splat in the middle of 'MR TOMATO HEAD'. The cockpit opened.

"AAAAAAHHH!"

Face first into the chair. Flipping over. Hitting the ceiling. Click of the cockpit door closing. Before I knew it I was upside down in my chair staring out at a tower made of glass.

"That better not have broke my spine again…"

The mech's lights flickered into action, and SP//dr's emoji face filled the screen.

"Boy am I glad to see you, buddy. I don't know how you found the mech, but the important thing is you found it."

I righted myself and activated the electromagnetic seatbelt. From the looks of things I was in a city. But not my city.

"Where even is this place?"

I was on a roof, that much I could tell. The building looked old, like old old, and the skyscraper in front of me didn't look much newer. Billboards and electronic signs lined every wall of every tower, yelling their messages into the night. Down below, people flowed through the roads like ants. Any space that wasn't taken up by people was taken up by taxis. Lots of them, all yellow and black. The sky, unlike the streets, was empty. The crazy thing was how much sky there was. From where I was standing it was like you could see out to forever.

"What's the atmosphere like?"

SP//dr immediately began analyzing the surrounding air. I read off the results.

78% nitrogen… 21% oxygen… 1% argon…

"Are we really on Earth? If this is Earth, then-"

I tried to ping one of Oscorp's satellites. Nothing came back.

That's impossible.

"Alright SP//dr, we're gonna need to tune in to one of the local satellite signals. Hopefully with some geolocation we can-"

There was a clunk on the side of my mech. Then another. Little raps, like someone knocking on a door. I dimmed the lights, removing any glare from the cockpit window, and watched the dark rooftop from the safety of my pilot's seat. The knocking slowly moved around the mech, until finally the cause revealed itself.

"Is that…a pig?"

A pig in a red and blue outfit no less.

He caught sight of me through the window and waved, "Hey kiddo! I just dropped in from out of town. You wouldn't happen to be from round here, would you? I kinda need the little pig's room and well, New York is New York and-"

"Did you say New York?"

"Well it sure ain't San Fransokyo."

I opened the cockpit's glass hatch and stepped out, taking SP//dr with me. The pig was even shorter than I was.

"You don't look like a supervillain…" I said.

"You should see me first thing in the morning," he glanced at my shoulder, "Nice spider you got there."

"His name's SP//dr."

"Inventive."

"It's not spelled like you think."

I crouched down so our eyes were on the same level. Then something strange happened. My spider-sense began tingling. It wasn't painful or jarring like it normally is. Just a low hum, like a cat purring.

The pig's eyes widened, "You're like me!"

"Huh?"

"Don't you feel it? Your spider-sense?"

"My spi- how do you know about spider-sense?"

He shook his head in mock anguish, "Oh boy, I can tell this is gonna be a long conversation."

Then from the shadows came a low voice, "One of you jokers care to tell me what the hell is going on here?"

Out of the darkness stepped a man dressed entirely in black. Even his face was covered by a black mask, with reflective goggles over his eyes. He also had a fedora, though that was by far the most normal thing about him.

I raised my hand, "I think I have an idea, but…"

He came closer, then suddenly stopped, "Wait… are you…?"

The pig winked at him, "Take a guess."

"I thought I was the only one…"

The only one…

It was at that moment, on the roof of a city I only half-knew, that I realized just how alone I'd been ever since Dad died.

I asked them, "Are you both from New York?"

Simultaneously they replied, "Yes."

"So am I, but…"

The pig finished my sentence, "Not this one?"

I nodded, "I think, somehow, we've all been pulled to another dimension. Another New York in some other world."

"Well then!" the pig cheerily declared, "I guess we'd better get to know each other! I've seen this kinda stuff before, you know. Getting it fixed is a real pain in the tushy. Ever heard of 'The Room With a Moose?'"

I frowned, "No…?"

"I don't recommend it. Anyway, call me Peter."

The man in black quietly chuckled, "I'm also Peter. Peter Parker."

I stared at him, "Parker? That's your last name?"

"Always has been."

"I'm Parker too. Peni Parker."

The pig clapped his hands together, "Oooh, Peni's a nice name! Very cute!"

I smiled, "Thanks. But don't you think it's odd that our names are so similar?"

"Very. But you know what else I think? I think it's time for tea."

"Tea!? Didn't you want the bathroom earlier?"

"It can wait. Sit down," he pulled a full picnic basket out of his pocket, along with two windbreakers, a lit campfire, and some cutlery, "Hope you like PB&J."

The man in black crouched by the fire, "None of this makes any sense, but I won't say no to free food. Been a while since I ate anything."

Peter the pig tutted, "You can't skip meals, Peter. Not good for your gut."

"Don't always get a choice."

A freshly made sandwich was placed on a plate in front of me, "Peter-"

Both Peters looked at me.

"Uh, pig Peter, I-"

The pig gave me a dirty look, "Pig Peter? Honey, you can do better than that."

"Sorry, I didn't mean to-"

"Call me Ham."

"Just Ham? Are you sure?"

He stuffed a whole sandwich in his mouth, "I'm sure that I prefer Ham to Pig Peter."

I picked up my sandwich, "I just wanted to say…thanks. For all this."

"It's nothing, sweet cheeks. That's what friends are for!"

SP//dr crawled down my arm and onto the tips of my fingers to nibble at the bread, "Normally I'm the one doing stuff for people."

"Gotta say, I don't do anything normally."

I grinned, "I can see that."

A gust blew across the roof, rattling the windbreakers. I butt-shuffled closer to the campfire. The Peter in black had lifted his mask to just over his nose, and was quietly eating his peanut butter and jelly sandwich. The sandwich looked normal, the color a sandwich would normally be, but his face was as grey as stone, his fingernails chalk white.

I wanted to ask him why he was monochrome. Instead I asked, "What's your New York like, Peter?"

He snarled, "A shithole."

I waited for him to elaborate, but he didn't. I decided to try another question.

"Are you both heroes in your universes too?"

Ham replied first, "I'm the Spectacular Spider-Ham."

"Wow, that's a heck of a name."

He poured himself a mug of tea using a thermos he'd pulled out of his back pocket, "What's your hero name?"

"SP//dr."

"Straight to the point, huh?"

"It looks cooler on paper."

"Don't we all?"

"No, cos like, so…SP//dr. It sounds simple, but it's spelled like, S, P, slash, slash, D, R."

Peter hummed, "Same as me. Back home they call me The Spider. Sometimes Spider-Man."

Ham was impressed, "Oooh! See now that's different, cos it's got a 'the' in front of it! Everything sounds more important with a 'the'!"

I asked, half-joking, "So should I call myself THE SP//dr?"

Ham scooted over and patted me on the shoulder, "No no, Peni, you're fine just as you are. Your name also makes the rest of ours look better."

"Hey!"

"It's only fair, as you get to ride in a robot on the job. Me? I just get this onesie. At least old Maltese Falcon over there has a fedora."

Peter grunted, "Got it from Sears. It's nothing special."

I took a bite from my sandwich, "I think it looks cool."

"See?" Ham said, "You're cool, I'm a onesie wearing maniac."

The conversation continued like that late into the night. For the first time in a long time I could just talk openly about my hero life without any judgement, without worrying about someone taking my mech away or grounding me, without someone getting jealous. Though we were complete strangers, I felt like they really understood me, or at least the spider-powered part of me. It was addictive. I could've talked forever, but the night was cold, and soon it started raining.

"Oops!" Ham said, "That's our cue! Time to find a better place to crash till the morning."

We started swinging down the road, looking for shelter. Then we saw it.

"Fellas," monochrome Peter said, latching himself onto a nearby wall, "I think I know why we ended up here."

The image on the billboard was that of a blonde man. Peter Parker. Next to his smiling face was a picture of Spider-Man mid-flight.

'NEW YORK'S HERO, SPIDER-MAN, FOUND DEAD AT 26'

Ham was beside himself, "Oh no… twenty-six? He was so young."

Peter looked away, "We live in a sick world."

"Do you think he has an Aunt May?"

"have an Aunt May. Do you?"

"Of course!"

They both looked at me. Using the mech's speakers, I replied, "I have an Aunt May too."

"Well that settles it then!" Ham declared, "We need to go see his Aunt May. Why else are we here?"

"But we don't even know where she lives!"

"If she's anything like my Aunt May she lives in Forest Hills."

"She isn't your Aunt May!"

Ham shot a webline onto a neighboring skyscraper, "She is now. Follow me. If I'm wrong I'll buy you both a box of donuts from Crepey Cream."

And so we swung off into the night, the cheerful campfire already a distant memory as the rain pelted the mech's glass screen. I began to wonder… would my New York report me dead when I didn't show up for school tomorrow?

What about Cindy? Is she safe?

I'd never know. That world was gone. Maybe forever.

No, there has to be a way back.

Strangely that thought didn't ease my mind. If anything it made me more anxious. Sure, there were people that needed me… but there were even more people that really, really didn't want me around.

Maybe it's better this way. At least here I can be around people who understand me.

I had so many questions, but they'd have to wait.

Ham's right. My world may not need a SP//dr. But this one does.

"Sure hope this world's Aunt May isn't as intense as mine."

Notes:

FINALLY WE'RE IN THE SPIDER-VERSE GUYS! Thank you all for your support with the kudos and comments. The story is nowhere near done but man did it feel good to finally hit this point. I'm gonna do my best to keep on delivering as the story goes on :)

Chapter 7: Many Meetings

Summary:

Ham, Peni and Noir arrive at Aunt May's house...

Notes:

This one was harder to write than I expected! But I'm pleased with how it turned out :) Writing this wacky trio together is a blast! Hope you enjoy reading it as much as I enjoyed writing it <3

RECAP FOR THOSE WHO WANT IT: Last chapter, Peni collapsed out of sheer exhaustion after being blackmailed into dealing with some anti-Oscorp protestors. Even worse, after being in hospital for several days, Mysterio had somehow turned the whole city against her! Peni was just about ready to give up on everything when her Biology teacher, Ashley Kafka, revealed that in fact she ISN'T Ashley Kafka at all! Warped into some kind of vehicle and surrounded by villains, Peni nearly died by Mysterio's hands, till a portal opened up behind her and whooshed her away to a strange New York. But she wasn't the only one... Now, with her newfound spider-friends, she travels towards Forest Hills in search of Aunt May.

(See the end of the chapter for more notes.)

Chapter Text

By the time we reached Forest Hills the rainstorm had become a snowstorm. Ham was a red haze in the blizzard. The monochrome Peter was practically invisible. I had to activate thermal imaging just to keep up.

"It's only two-hundred and seventy-seven degrees kelvin out there."

Thankfully the mech's thermal regulation systems kept the cockpit warm and cozy. My pilot's chair hugged me with its soft fabric as we descended to street level outside a small wood-paneled house.

Ham's voice cut through the silent snowfall, "This is it. Has to be."

The little house looked just like every other house on the street: white front door next to a large bay window, curtains drawn. The only thing to distinguish it was the flower garden outside, next to the porch.

"What should we say?" I asked.

Ham pushed the doorbell, "We'll think of that later."

A shadow moved behind the bay window's curtains.

I whispered, "Make sure to give her a big smile, SP//dr. We don't wanna scare her!"

SP//dr's emoji face smiled in full pixellated splendor as the front door swung open.

The woman standing in the doorway had murder in her eyes.

"If you're the one that hurt Peter," she growled, brandishing a baseball bat, "I swear to god I'll-"

She froze mid-sentence. Then suddenly her shoulders fell slack. The baseball bat slowly drooped down to her side.

"What is this?" she asked, "Are you fans?"

She looked down and saw Ham, "Are you…a pig?"

"May," he replied quietly, "I'm so sorry."

Her sobs came softly through the mech's internal speakers. From behind the glass I watched her hands tremble, her face crease up in anguish. Grief. I knew that pain all too well, and I wasn't about to let someone else go through it alone.

She needs us.

I opened the mech's hatch and hopped out onto the snow-drowned sidewalk. Aunt May didn't notice. Ham was on the porch, embracing her legs. The Peter from another universe was standing to the side, his arm on the verge of reaching out to his alternate universe aunt. I grabbed his gloved hand and dragged him with me. I hugged Aunt May with all the warmth I could muster, and beside me I felt Ham and Peter do the same.

There were no dry eyes.


Aunt May's house was like a museum exhibit. Photographs, some black and white like Peter, adorned every inch of every wall. The stone fireplace had photos, the coffee tables had photos; the only place in the room free of photos was a single wooden cabinet containing porcelain dinnerware.

Aunt May placed a mug on the table in front of me.

"I hope orange juice is okay."

I snatched it up gladly, "If it's got sugar in it, I'll drink it!"

Ham, sitting next to Peter on the couch opposite mine, sipped at his coffee, "May, you really didn't have to-"

"Trust me, I did. If only for my own sanity."

She sat down beside me. For a moment the only sound in the room was the steady tick-tock of an analogue clock. Then she asked, "So you're all called… Peter?"

"Well," Ham corrected, "She's called Peni-"

I gave May a wave.

"-and you can call me Ham, if it's easier."

Peter tipped his hat, "Pleased to meet you."

Suddenly a ringtone cut through the room. 

“It’s mine,” Aunt May explained as she jammed her hand into her pocket and pulled out her phone. I just about caught sight of the name on the screen, ‘Liv’, before she quickly declined the call.

Ham said, “If you need to take that-”

“No,” May interrupted, “It’s no one. No one important.”

She picked up a mug of some aromatic tea, "What bought you all here, anyway? Did you come to…" her hands began to tremble, "say goodbye to him?"

Mysterio's words rang inside my head, 'Goodbye Parker, and good riddance'.

I replied, "It's kinda complicated. Somehow we all got sent here by accident, from our own universes."

Peter hummed, "You sure it was on accident? That weird portal thing sucked me up right when I was about to pop Mysterio between the eyes."

Ham gasped, "You were gonna kill him!?"

"Men like that, you don't give 'em a second-"

I held up a hand, "Wait! Did you say Mysterio…?"

Peter's white goggles pointed in my direction, "Yeah, why?"

My heart was racing, "I…"

Do I tell them? That he nearly killed me?

It's not that I couldn't tell them. Mysterio had no power over me here, wherever here was. Yet somehow just the memory of him sent waves of nausea through my gut.

I pushed through it, "I was fighting Mysterio too, when it happened."

Peter seemed satisfied with my answer. I drank some more orange juice. The cool sweetness eased my mind.

Ham spoke next, "I was on the toilet."

I nearly spat out my drink with laughter, "The toilet? "

"It was an ordinary day. I'd just had an omelet for breakfast when nature called, and-"

Peter cut him off, "Spare us the details."

"But I haven't even got to the good bit, yet!"

May cleared her throat, "I think I have an idea what brought you kids here. Before Peter… before he…" she drank some more tea, "He was investigating these earthquakes we've been having lately. He found the cause. A collider, built deep under Brooklyn."

I scrunched my face up in disbelief, "A collider…!? Why?"

She shrugged, "I have no idea. I helped Peter get the data needed to destroy it. Tonight was the night he was gonna finally do it…"

May stared into her cup of tea. I placed a hand on her arm, searching my mind for the right words, but none came.

She lifted her head, "Well whatever brought you kids here, I'm glad you found me. I didn't really want to spend the night alone in this house. I thought I'd be ready, you know? I knew what he did was dangerous. So many times he'd come back here, beaten up, on the edge of…dying, yet…"

On the coffee table, this world's Peter Parker stared at me from behind a photo frame. In the photo with him was an older man.

Must be this universe's Uncle Ben.

He looked nothing like the Uncle Ben in my world. My Uncle Ben was Asian, and much, much younger.

Is he dead in this universe, too?

That'd mean this Aunt May had no one left. No one except us.

She got to her feet, "You're gonna need somewhere to stay."

Ham waved his hands, "No no, we couldn't!"

She raised an eyebrow, "You have anywhere else?"

Monochrome Peter replied, "I've slept in the street before. I can do it again."

Her expression softened, "I'm not kicking you out. I don't need to kick you out. Come on."

She walked into the kitchen. A box-shaped monitor was suspended in the corner of the room, wired into a floral-print wall.

Is that… a TV?

I had so many questions, but as May unlocked the back door I only had time to ask one, "You're taking us to the back yard?"

Ham added, "Good idea! I'll get us a tent, and-"

May looked at us with a mixture of exasperation and amusement, "You won't be needing a tent, and you're not sleeping outside. What kind of aunt would I be if I made you sleep out in the cold?"

"Then what's in the yard?"

She smiled, "You'll see."

The door creaked open and cold night air rushed across my bare legs. I already knew the layout of the yard. My mech was parked in the corner, near a leafless tree and some wilting potted plants. Beside the mech was a plain shed. I never imagined when I parked up beside it that I'd be sleeping in it.

I think I'll just take the mech. It'll definitely be warmer.

"Nice," Peter said, "looks rainproof. More than I can say about my apartment."

Aunt May silently approached the shed's door. She laid her hand on the lock and sighed, but didn't open it. We waited. Snowflakes tickled my nose. SP//dr climbed into my hair for protection.

"Sorry," May said.

Ham moved closer to her, "Don't be."

Her voice was thick with uncried tears, "He'd want you to see this."

"See what?"

She placed a key into the lock. Suddenly it lit up. A red spider symbol flared across its surface. Beams of light grew out of the center, slicing the door into four pieces. Then it opened.

Wait, what!?

I poked my head inside, "An elevator!?"

Aunt May walked past me, "We built it together."

Once we were all inside the doors slid closed and we were sent into darkness. My stomach lurched as we began to descend. It was fast, like the Oscorp elevator.

How deep does this thing go?

I stared at my shoes and watched as a dim red glow rose up to greet us from the shadows. It gradually got brighter, and brighter. Then the full scale of the construction revealed itself.

"Whoa."

We were inside a man-made cavern. Every inch of it was filled with technology. Multiple computers, enormous barbells, a red and blue jeep, a motorbike. When we finally reached the bottom I noticed there was even some kind of underwater zone behind a red and blue console.

As I wandered towards the console I felt SP//dr in my mind. Something had got him excited. Something behind me.

"What is it, buddy?"

When I turned around an entire wall of suits was facing me.

"No way…"

Each suit had its own glass container. They were made of every color and material you could think of. I pressed my face against the case holding one colored in red and gold.

May joined me, "Tony Stark made that one for him. He knew how important Spider-Man…was."

"So Stark Industries is still around in this universe?"

But she was already gone, standing next to Peter, who was holding what looked like an old Rubik's Cube.

"Strange…" he mumbled.

"We made all his equipment here," she explained, wiping her eyes, "here and at Alchemax."

On the other side of the room, Ham was staring at a web of photographs.

He pointed at a photo of an especially broad, bald man, "Who's this ugly mug?"

"Wilson Fisk. Also known as the Kingpin."

Wilson Fisk… as in mayor Wilson Fisk?

May continued, "He's the one behind the collider experiments. I knew Fisk was evil, but…"

Ham's eyes widened, "You mean, this guy is the one who…?"

She nodded, "Him or his men. It has to be."

A metallic click echoed through the cave. Peter's gun was in his hand. His voice was ice cold, "Don't worry, May. He'll get what's coming to him."

She replied immediately, "No. We're better than that. Better than them. There are enough monsters in this world already. What this city needs is a hero. Or heroes…"

She took a deep breath, "Anyway, you can sleep here. Push this button," she pointed to a button on the console, too far away for me to see, "and it'll take you to the panic room. There are beds in there."

I ran over to May and Ham, "Shouldn't we stay with you? To keep you safe?"

"No, it's-"

"My mech is really strong, Aunt May."

I covered my mouth with my hands in embarrassment. I hadn't meant to call her 'Aunt' out loud.

Is it weird to call her my aunt when I'm from another universe? It's not, right? Right, SP//dr?

She patted my shoulder, "I'm sure it is, young lady. But don't worry, I've got my baseball bat. I can handle myself just fine. They may have taken Peter from me, but I'll be damned if they're gonna take my spirit. Besides, you'll be safer down here. The press are already blowing up my e-mail. I don't want them finding out about you, too."

I nodded, "I understand."

Peter put his gun inside his coat, "If you get any trouble, call us. We'll deal with it."

She gave him a stern look, "Not with that thing you won't. Not in my house."

"If it helps," I offered, "my mech can be set up to detect long range threats. Ah, that's a good point…"

"What is?"

"I don't suppose you'd be able to get it down here?"

She thought about it for a moment, "Well the only way in is through that door up there. I'm not sure it'd fit…"

A small finger poked my back. I turned around to see Ham grinning up at me.

"I think I can help with that."


The panic room consisted of two metal bunkbeds, two couches, a cabinet of dried foods, a table, and a single pack of cards.

"Uno!" Ham called out, placing a green '1' card on top of a green '5' card.

Peter, sitting on the bottom bunk of one of the beds, stared at the table, "I know that means something, but I can't remember what."

"It means I have one card left. Now it's your turn."

He played a blue '3'.

"Noooo, silly!" Ham admonished, "It's gotta be a green or a one!"

Peter scratched his still-masked head, "I'm never gonna understand this game."

"Well have you got a green?"

"I thought that one was a green."

"Right, of course. In that case, draw one card."

He did. Then Ham played a red '1' card.

"That's a win for me! Wanna play again?"

"No."

"Aww, spoilsport! How about you, Peni?"

I considered it. Then I noticed that SP//dr was sound asleep on my hand.

"Maybe another time."

He sighed, "You're letting me down, Peni. You're letting all of the year three-thousand and uh…"

"Forty-five," I said.

"That's the one! You know they'd want you to experience the masterpiece that is Uno."

I imagined my universe's Aunt May 'experiencing' the strange card game with the even stranger talking pig and felt a smile cross my face.

"Maybe you're right."

"See!"

He hopped onto the couch next to me, "Peni, you're a scientist, right?"

"Well, I wouldn't exactly say-"

"But you know science."

"I know more than most people, yeah."

"Right, so can you tell me how the heck this collider thing brought us all here?"

"Uh…well… I mean-"

"I take it that's a no?"

"It's more like, I can tell you how a collider works, but not how it dragged us out of our dimensions. Sorry."

"Really? You're telling me they haven't got all kinds of wacky space travel in the future?"

"Nothing as wacky as what you did to my mech."

He gave me a wink, "What can I say? I like to dabble in a little physics myself, from time to time."

I giggled, "That's one way of putting it."

He nestled himself in the corner of the couch, against the arm, "So, how do colliders work?"

"Oh, right! Well, a collider smacks two beams of particles together. The idea is to get them going so fast that the energy transforms them into different particles. I guess Kingpin must've got them fast enough to break spacetime. Not that that makes any sense."

Peter chimed in from across the room, "None of this makes any sense."

Ham suddenly sat up, "That reminds me! We need to talk about your name!"

Peter leaned forward, "My name…?"

"You saw how hard it was for May."

He stayed dead still, "Excuse me?"

"We can't have her going round talking to the 1930s reincarnation of her dead nephew."

He huffed, "What, you want me to leave? I'm not good enough for ya?"

Ham clapped his hands to his face, "No, you big galoot, I'm saying maybe it's best we all stick to code names round here."

"I'm not following. We already know each other's secret identities, what good would a code name-"

"It's not about keeping anything secret. I'm just saying, our aunt has just lost a Peter."

"Oh…"

"Yes."

"She can just call me Spider-Man, then."

Ham tutted, "Do you hear yourself?"

"You're the one speaking in riddles, pig."

"Watch your language, human."

Peter groaned, "I'm sorry, alright? I didn't mean anything by it. All this interdimensional mumbo jumbo is still new to me."

Now Ham was standing in front of him, on the table, "It's new to all of us. Doesn't mean you can't have some common courtesy."

"I said I'm sorry."

"Apology accepted. Now about your name-"

"Just call me what you want. Everyone else does."

"Okay, we're gonna discuss that later in a warm and understanding environment."

I walked over to them, "Maybe this nickname thing isn't a good idea. I have a lot of nicknames, and none of them are good."

Ham pointed at Peter's hat, "Borsalino!"

Peter shifted on the bed, "If that's a name suggestion, then no."

"Maltese Falcon!"

"Also no."

"Dashiel Hammett!"

"Excuse me?"

Ham chuckled, "Sorry, that's the guy who wrote The Maltese Falcon."

"Never read it."

"How about… oh! Ohhhhh I know! I know just the name!"

"Please no."

"Noir! Like the films!"

"What?"

I commented, "I do feel like I've heard of that somewhere."

Ham gave me a sympathetic look, "Before your time, sweet cheeks. But ole Borsalino here-"

Peter abruptly stood up, "I told you, you're not calling me Borsalino."

"Maltese Falcon then."

He started walking to the other side of the room, "No."

"Then it has to be Noir."

"No it doesn't."

"Yes it does."

"No."

"Yes."

Peter stopped and looked at me, "Peni?"

"Uhh…"

I liked the sound of Noir. It had an exotic feel to it. But Peter's frustration was evident even through his mask.

I took my chances, "I mean… it's kinda cool. Don't you think?"

He didn't move, "You really think it's kinda cool?"

"Cool… and a bit mysterious, too."

He rested his hands on his hips and hummed, "Mysterious, huh…"

Ham wisely remained silent.

Going in for the kill, I looked up at Noir's expressionless goggles, and with all the brightness and cheer I could muster told him, "I think it suits you perfectly!"

For a moment we all stood there in silence, no one wanting to move and break the spell, then Peter sighed, "Okay. Fine. I'll do it. For Aunt May's sake. Lord knows the old gal's been through enough already. No sense in adding more crap to the pile."

Ham zipped over and clapped him on the back, "That's the spirit, Noir! "

"Don't push it, Ham."

I squeezed the quarelling couple into a group hug, "They're both good nicknames."

A gloved hand ruffled my hair, "If you say so, doll."

"I do say so. Now kiss and make up."

Ham gasped, "Peni! You know I would never kiss before marriage."

Noir replied, "Sign the ketubah and I'm in."

"Oh I don't know," Ham blushed, "this is all a bit sudden."

"You're the one that wanted the kiss."

"Actually Peni wanted the kiss."

"Good point."

"Doesn't mean I don't agree with her though! Come here, big fella."

Ham puckered his lips.

Noir tried to push him away, "I've changed my mind. I want a divorce."

Ham clung onto his partner's head for dear life, "You're just getting cold feet."

"Ice cold."

"I can stop any time."

"That'd be great, thanks."

"You're sure you don't want a kiss?"

At this point Ham was stretched out so far he looked more like a hotdog than a pig. The sight of his snout straining for Noir's mask was too much for me to bear, and I cracked.

"Hahahaha!" I clutched my stomach, "Oh my god!"

I could tell they were both looking at me now. They certainly weren't bickering. Then I heard Noir chuckle.

"Hehe," it began, "hehe…hahahaha!"

I wiped a tear from my eye as Ham slipped out of Noir's hands and admired his handiwork from atop the Uno-strewn table.

"Still got it," he said proudly.

Noir and I were both beside ourselves with laughter for no reason whatsoever. Wiping my eyes, I flopped down on the couch, "You looked so stupid."

He raised an eyebrow, "I'll take that as a compliment."

Noir thwomped into position beside me, "You win this round, pig."

Ham cleared his throat, "I told you-"

"Sorry."

But Ham clearly wasn't that annoyed, because he immediately hopped onto Noir's lap and spread his legs out like he was lounging in the sun, "I'm glad I ended up in this universe."

Noir took off his hat and placed it on the arm of the couch, "Me too. Just a shame someone had to die to make it happen."

"Oof, way to go kill the mood."

"Sorry. Again."

I felt SP//dr crawl onto my cheek, "Don't be. If my dad hadn't died, I probably would've never developed my psychic connection with SP//dr. I couldn't imagine living without him now. Just like how, before I met you guys, I thought I was the only person on Earth with spider powers."

Apart from Cindy, I guess, but that's…

Noir scratched his chin, "It's a lonely job, but someone's gotta do it."

"At least now we have each other, right?"

Ham shot me a thumbs up, "Right!"

Noir grunted in agreement, "It's nice, being able to just… talk about it. About being a, I dunno what you'd call it."

Ham replied, "The word you're looking for is 'hero'."

"No. I'm no hero."

"I beg to differ."

"If you saw me in my world, you wouldn't call me a hero."

I sighed, "I used to be a hero, till Mysterio replaced me."

Noir looked at me, "That clown replaced you? How the hell did that happen?"

"Well, everyone hates Oscorp, and I work for Oscorp."

"Oscorp, why does that sound familiar?"

Ham commented, "I think I saw something like that on the way here. Something about a Norman Osborn running for mayor."

I heard a sharp intake of breath from Noir, "Norman Osborn. That's it. That's who it reminds me of. That bastard."

I leaned back into the chair, staring at the little islands of light reflected in the ceiling's dull grey finish, "He's my boss. Or was, I guess."

"You quit? Good."

"No, more like… I don't know if I'm even getting back. Not sure I want to."

Ham sat up, "You've gotta go back, Peni. Your New York needs you."

"But it wants Mysterio."

Noir didn't agree, "Screw what they want. That jackass is a snake. He could win anyone over."

"I guess."

"There's a reason I was gonna take him out for good, doll. It's the only way. You gotta go for the throat. Same with this Kingpin fella."

"I can't kill him, Noir. He doesn't deserve that, even if he's a terrible person."

"Hmm," Noir replied, "You're right. You shouldn't. You don't need that kind of weight on your shoulders, not at your age. If you brought me into your universe on the other hand…"

Ham trotted across Noir's legs and onto mine, "Alright you two, enough murder talk for one day. It's about time we all got to bed. Especially you, young lady."

"I always stay up late," I said.

"It's…" he went to check his watch, but there was no watch there. He held up a finger, "Hang on."

He reached into his back pocket and pulled out an analogue alarm clock, "It's almost 3am!"

"Are those things… numbers?"

"What, these? Roman numerals, kiddo. Don't they teach you anything in school?"

I glared at him, "We don't need ancient number systems. Our clocks are all accurate to the nearest nanosecond."

"That's nice. Now, I don't know about you, but I'm going to bed."

He hopped onto the floor, climbed to the top of one of the bunkbeds and scurried under the covers.

Noir stood up, "Hope they aren't lumpy."

Ham's muffled voice called down from the top bunk, "They aren't!"

I looked at SP//dr, who was now sitting on top of my hand, "What do you think? Time for bed?"

His drowsiness seeped into my mind, dragging down my eyelids.

"Okay, but only because you need a rest."

I glanced at the remaining bunk bed, beyond the table. Then I went over to the panic room door.

Noir noticed, "You alright, Peni?"

"Yeah," I replied, opening the door, "just wanna check on the mech."

"Alright. Sleep well."

"You too."

The door silently slid closed behind me. It blended into the wall so perfectly that you'd never know it was there.

Impressive, considering it's only 2018.

The mech was waiting on the other side of the room, past the control panel and the window looking out at the underwater area. The entire spider-cave seemed much bigger now that I was on my own. The shadows were longer, and there was a constant, low rumble that I hadn't noticed before.

Probably the water.

I opened up the mech. Aunt May insisted she could handle things on her own, but I wasn't willing to take that chance. The Kingpin had killed Spider-Man. He killed a guy who had a whole cave of equipment and his aunt behind him, and if he hadn't accidentally teleported us all into this universe, he'd have probably got away with it, too.

And it's not like Peter was the only one. I'd almost died, too. Before I got warped, Mysterio had me right where he wanted me. If the portal hadn't appeared, I'd be gone.

That makes two people now who've died saving my life.

SP//dr climbed into his mini cockpit and synthetic light rushed through the mech. All the panels, all the buttons, a rainbow of technology. It gave me strength.

Can't dwell on the past.

I swiped along my virtual touchscreen till I found the settings for my radio frequency spectrometer. As I turned up the sensitivity, the water in the pipes above me began to glow.

"Still needs more."

I turned it up till the shadowy ceiling disappeared. It was just the running water, the snow, and-

"Aunt May."

She was standing in the living room, an amorphous blob of plasma. But she wasn't alone. Locking onto my targets, I layered my sonic, thermal and x-ray scanners to create a clearer picture. The end result didn't exactly make my interdimensional aunt look human, but it was close enough.

"Who is she talking to?"

I didn't recognise the long-haired woman standing beside Aunt May. She had glasses on. A long coat. She could've just been a visitor. But then again, it was 3am…

Time for some spider-spying.

I closed my eyes and let my mind slip deeper into the mech. Its fingers became my fingers, its metal coating, my skin. SP//dr settled atop my chest, inside my chest. We became one.

We heard voices. Muffled. As we adjusted our audio processors we let our spider-sense seep out into the spider-cave like tendrils of silk. Our awareness travelled up through the street, into the yard, into the house. We could feel them, feel them as if they were right there in front of us. Their lips moved in silent anger. An argument. Fragments of voices floated out from the haze of emotions.

May's voice, cold, accusatory, "Was it you? Were you the one who-"

"Of course not! I was-" the voice disappeared for a moment, then, "-Alchemax."

Pain, sharp and sudden, cut through my head.

Danger. That woman. That voice. I recognise it.

We'd never seen her before.

May's lips moved. She was asking something, that much we knew.

The woman replied, "I can't."

I felt May's frustration. My spider-sense expanded, encompassing the whole house, the front yard, spreading down the street. The pain was unbearable, but there were no obvious threats. The only person who could've possibly triggered it was the woman standing in Aunt May's living room. All at once the voices became crystal clear.

"Oh you can't, huh? Is that it? That's your best excuse?"

"You know what he'd do if I told you."

"Oh I know exactly what he'd do!" now she was in the woman's face, "Because he's already done it to my nephew, Liv! Did you think about that before you took a paycheck from that tyrant? Do you even care what he's capable of? After everything we've been through, I can't believe you'd-"

"May, listen to me-"

"No, you listen to me, Doctor Octavius, I don't care how many times I've overlooked your questionable choices in the past, this time-"

But I didn't hear any more.

Octavius.

Falling. Through the street, through the house, catapulted back into my own body. I tried to stand up but fell back into my seat. Everything was spinning. SP//dr did his best to calm me down, soothing my synapses directly via our neural link.

"She's not my Octavius," I told myself.

Aunt May's white-hot anger shot through my mind like a firework.

Aunt May! She's in danger!

We stomped over to the elevator. As soon as we stepped on the platform it began moving up.

"I'm coming Aunt May."

Then I remembered: the mech was much, much bigger than the shed.

"Oh no… oh no oh no-"

SP//dr rapidly sent images to my mind. Images of oranges, peaches, the sun, beach balls, basket balls.

"Of course! SP//dr you're a genius!"

As quick as I could I began weakening the magnetic force holding the mech's arms to its torso. First the left arm fell. Then the right. I crouched down till we were sitting on the elevator's floor.

"Now for the legs."

My spider sense told me the shed was fast approaching. In the back of my mind I felt SP//dr sever both legs at once.

"Whoa…"

The disconnect between my robot arms and my human arms started to make me nauseous. It was like I really was a spider with eight limbs. I pulled my mind out of the mech, grounding myself in my human body. But the nausea was still there.

Aunt May needs me.

She wasn't my real aunt. But then again she did give me orange juice. And she didn't complain when I ate candy.

I'm not thinking straight.

I wasn't walking straight either. At some point I got out of the mech. SP//dr was still in there. My hand was on the back door.

"Locked."

I peered through the window. I could just about see May in the living room, beyond the kitchen door.

Spider sense still going crazy.

I stood and watched, breathing heavily as my body adjusted to having just four limbs again. May wasn't moving. I'd already wasted so much time.

Only one way I'm gonna get in there fast enough.

I heard a rumble behind me. SP//dr, responding to my thoughts, had rolled himself up to the back door. One of the arms rattled across the yard. As soon as it reached the mech's torso it snapped into place.

"Melt the lock."

I'd have to repair it for Aunt May later, but that was a small price to pay for her safety.

Can't let someone else die to an Octavius.

SP//dr lazered the lock until it was nothing more than a puddle of goo. I kicked the door open. Charged in. Through the kitchen. Aunt May span around, her eyes wide in shock. I was ready to fight. I'd dealt with my Octavius, I could deal with another.

But the living room was empty. Behind Aunt May the front door hung open.

"What's all this?" she asked.

"I… thought you were in danger."

"I'm fine. It's been…" she looked over her shoulder at the front door, "a rough night."

Feigning ignorance, I asked, "Who were you talking to?"

She was still looking behind her, "An old friend. We used to be close, a long time ago."

The snow was still falling. I suddenly realized that I was covered in it from my time in the yard. The tips of my fingers were numb.

"I'm sorry."

Her smile was warm, genuine, "Don't be. Peter would've done the same."

"I kinda broke your door."

Tears sparkled in her eyes, "We'll fix it."

I felt so stupid. I wanted the floor to swallow me up. I didn't help Aunt May, and I didn't get to see her universe's Octavius. All that wasted effort, and all I had to show for it was a melted lock and a dismembered mech.

Aunt May pushed the front door closed, "I think that's enough excitement for one day."

"If you have any spare metal lying around, I can-"

"You need to get to bed, young lady," she said, twisting her key in the lock, "we can fix the door in the morning."

"It's no big deal. I always stay up late."

"Oh!" Aunt May covered her mouth, "I almost forgot! I never gave you your pajamas."

"Pajamas? Why would I need pajamas?"

She rushed up the stairs, "I won't be a minute."

"Aunt May, wait!"

She kept on going. Five minutes later she was back down with an armful of flannel clothing.

She stared at me over the pile of pajamas, "Maybe I should carry these for you."

"No!" I instantly replied, snatching the boulder of flannel from her hands, "I can carry it!"

"They're probably a bit too big for you, but-"

"It's fine!" I said, walking towards the back yard, "I appreciate it."

"There's at least one set for each of you!" she called out.

"Thank you!"

SP//dr, now fully reassembled, waited for me outside the shed.

"We're gonna need to lose the limbs again, buddy."

With a bright emoji smile SP//dr disconnected the mech's limbs all at once. The torso clunked to the floor and began rolling towards the shed.

"Wait for me!"

The hatch opened. I jumped in, spilling pajamas all over the chair. The electromagnetic seatbelt strapped me in the wrong way. Now I was upside down.

"Not good."

The elevator began to descend. I could feel my metal limbs lying in the snow outside. Before the shed doors closed I magnetized them towards me. They rattled into the elevator, but the passage was still too narrow to have them actually attached to the mech. If they tried to reattach right then and there we'd be stuck.

SP//dr!

My arachnid co-pilot quickly undid my mistake, weakening the magnetic force attracting the limbs back to the torso just in time for them to fall harmlessly onto the elevator platform. But one didn't land correctly. The left arm. It was teetering on the edge.

"Uh-oh…"

Upside down, I watched the arm tip and fall up (down) towards the bottom of the spider-cave.

Please don't hit anything expensive…

CLANG! Metal on solid stone floor. I breathed a sigh of relief. Then the elevator finished its journey.

"Crap."

The arm was completely undamaged. The floor, however, was not. The crack spread so far that it stretched under the control panel by the water tank and the panic room.

"Damn it."

I released the electromagnetic seatbelt and clunked onto the hatch's glass ceiling. SP//dr rolled us into a better position and deposited me onto the cold floor as gently as he could. My butt took most of the fall.

"I'm never leaving this place without Ham again. Never. Never ever."

The arm slid across the floor as SP//dr reconfigured himself, leaving only the crack behind.

I sighed, "Guess I'll fix that tomorrow too."

The sound of the mech deactivating echoed through the hall. As I picked up the now scattered pajamas tiny legs scurried up my thigh.

"Hang on silly. You won't get to my head going up that way."

I touched my fingertips to my kneecap and SP//dr crawled onto my arm.

"Let's go to bed."

Aunt May was friends with her universe's Octavius. I used to be friends with mine, too, though we didn't know each other very long.

We were both betrayed, huh.

I opened the door to the panic room and shuffled in. The ceiling was pitch black. Every inch of the cozy metal cube was shrouded in near-complete darkness but for a little chicken-shaped lamp placed on the table next to the 'Uno' cards.

That wasn't there before. Must be Ham's doing.

My bed was on the other side of the room, empty. The other bunk was fully occupied with Ham and Noir. I walked towards mine.

"Where'd you go, doll?"

I froze, "Noir?"

His mask was off, revealing his corpse-white face. His clothes were piled up under the bed, his hat resting on top like the peak of a mountain.

"I heard you start the elevator. Figured something was up. When I went out there you were gone."

I looked down at the pile of flannel in my arms, "Sorry, I just wanted to check on Aunt May."

His voice was serious, "She okay? You didn't see anyone, did you?"

"No, just… a friend. She had a friend over."

"You don't look like she just had a friend over."

"Her friend isn't a friend in my universe."

"Mmm."

I waited for him to continue. When he didn't I raised my head. He was staring right at me.

"It's a strange thing," he said, "seeing people you know, except you don't know 'em. Lucky for me this Aunt May's a lot like mine. Probably just dumb luck."

I slumped onto the couch and felt all my stress sink into its soft cushions.

"What's your Aunt May like?" I asked.

"The kindest woman you ever met. She's spent her whole life fighting for what's right. Fighting for the poor. You know what socialism is, Peni?"

"I've heard of it."

"It's the only way humanity can survive without destroying itself. As long as some people have everything while everyone else has nothing, no good can come of anything."

I put the pajamas down beside me, "That's kinda the default in my world."

"Socialism?"

"No, some people having everything. Everyone else, not so much."

He rolled onto his back, "Which are you?"

I felt my chest tighten, "If I told you, would you hate me?"

There was a pause, then he replied, "No."

"Are you sure?"

"I'm not the hating kind."

Even though you kill people, I thought, though I knew better than to say it out loud.

"I'm one of the lucky ones," I finally admitted, "My aunt and uncle live in the nice part of town, high up where all the gardens are."

He hummed, "Got an apartment, huh?"

"Not exactly. It's a house, like this one. Just, high up."

"Can't imagine it."

"My world is very different to this one."

"I know the feeling."

I looked at the pajamas next to me, "Noir, Aunt May gave me these."

"Change of clothes?"

"Pajamas. If you want them."

"For me?"

"For all of us."

He stared at the bunk above him, "I always sleep in my underpants. Or my day clothes. It's easier."

"So you don't want them?"

He thought about it, "I wouldn't say no. Leave 'em there. I'll wear 'em next time."

"Sure, though I don't know whose is whose."

"Take whatever fits. I'll manage."

I rifled through the mess of flannel and found a huge shirt. It was big enough to be a dress on me. There were at least four of them in the pile.

How much stuff did you give me, Aunt May?

"I've taken mine," I said, "You and Ham can pick from the rest."

"Honestly, you don't need to worry about me."

"You can't make me stop."

He smirked, "You got me there, doll."

He closed his eyes. The room fell into silence. I looked at my empty bunk bed, then I stood up and stretched my arms towards the shadowy ceiling with a little sigh.

"Goodnight, Noir."

"Goodnight, Peni."

The bed was uncomfortable. Rock solid. But it didn't matter. I was exhausted, physically and mentally. I started the day in Ditmars, 3145, and now I was ending it in Queens, 2018. Even a genius needs down time to process something that crazy.

At least the PJs are soft.

SP//dr crawled into my hair for the night. It was his favorite place to sleep. Maybe cos it was warm, maybe cos it was dark. Maybe he just liked my hair. Either way it made him feel safe, and that made me feel good.

Goodnight, SP//dr.

I pulled the blankets up to almost over my chin and tucked them under myself at the sides so no cold air could get in. The other bunk sat like a shadowy mountain beyond the chicken lamp. Even though the room was small, somehow it felt so far away. Suddenly I felt inexplicably lonely.

I'm just tired. That's what it is.

I rolled onto my side and pulled my legs up to my chest, but that was even less comfortable than just lying on my back. I went onto my back again, but now that felt wrong.

"Ugh."

As if to spite me, the conversation I overheard between May and Octavius wormed its way into my mind. I remembered Octavius's words, 'You know what he'd do if I told you'.

She has to be talking about Fisk...right?

Octavius was involved. Involved with the death of this world's Spider-Man. It was my dad all over again. Except this time I didn't even have a chance to save him.

No. Stop thinking like that.

SP//dr tried to drown out the conversation with an image of a comfortable couch. A sea of couches. A giant couch. The panic room couch.

It'd probably be more comfortable than this bed.

And closer to the others. I'd never needed to be around other people to fall asleep before, but then again I'd never been on the brink of death and then teleported to another dimension before, either.

It's gotta be better than this. Anything's better than this.

I threw the covers off of myself and tumbled out of bed, landing on all fours. Quietly as I could, I gathered up the blankets into a big, squishy boulder, and carried them over to the couch. Then I collected my pillows and laid them out just right.

"Perfect," I said under my breath.

Alright SP//dr, get ready.

I pulled the blankets back and collapsed into the sofa. The blankets tumbled onto me, covering almost my entire face. I was a mountain of cotton and whatever comforter filling people used in 2018.

I'm assuming polyester exists in this universe. Everything else looks pretty normal… for the time period anyway.

I curled up into a little ball as the couch embraced me. It was more comfortable. SP//dr settled into a new spot in my forest of hair. I finally felt like I could actually get some rest.

A gruff voice whispered from the shadows, "Good call."

I gasped. A pair of bright eyes were staring out at me from the darkness. It was only when those eyes started softly laughing that I realized-

"Noir! You scared me!"

"Thought I was asleep? Already?"

"You're always so still."

"Being invisible's part of my job."

From above us came a small 'ahem'. On the top bunk, Ham poked his head out from under the covers.

"I mean it from the bottom of my heart when I say I'm glad you two are getting along. But if I could sleep now-"

"Sorry, Ham," I said. Noir apologized after. We said our goodnights one last time, then I closed my eyes. There was so much to think about. Stopping Fisk. Getting home. Figuring out who this world's Doctor Octavius was… stressful things.

Stop.

It could wait till tomorrow. Tomorrow I'd solve it. All of it. And I wouldn't have to do it alone, if I didn't want to.

This world needs me. I'm not gonna let it down. I'm gonna get it right this time.

As drowsiness set in SP//dr guided my thoughts to the spider equivalent of cat pictures until finally, I fell asleep.

Notes:

My characterisation of May and Liv is inspired by LightDescending's amazing fic, 'forces we had ranged within us, within us and against us': https://archiveofourown.org/works/19438120

The idea for Liv visiting on the night of Peter's death was directly inspired by this fic, as is the idea of Liv calling May's phone on the night, and though our end results are quite different, I take heavy inspiration from how LightDescending writes Liv's character as well. I have her permission to use these elements, though I don't use them nearly as elegantly as she does. If you're a fan of the May/Liv pairing you've probably already read her fic, but if you're even a little curious I highly recommend it!

Chapter 8: Two Steps Forward

Summary:

It's the day of Spider-Man's public funeral. The day Miles and Peter B meet. The day that Peni, Ham and Noir go to... Alchemax?

It's like they say: great minds think alike.

Notes:

This one took over a month! Would've had it done sooner but I had some minor illnesses get in the way and all kinds of random stuff. But now it's here! Like the last one, this one was also very difficult to get right. But I'm satisfied with it! I know the chapter summary sounds crazy, but I promise I'm not changing the canon of the film with this weird plotline, just... adding to it :P You'll see!

Recap of last chapter: Last chapter, Peni, Ham and Noir made their way to Aunt May's house in Queens. After an emotional conversation the spider trio were given a tour of Peter Parker's subterranean laboratory, where they got to bond over Uno and the strange quirks of their respective worlds. But when Peni went to check on Aunt May via her mech's recon technology, she found there was an intruder in the house! The intruder turned out to Doctor Octavius, and even more shockingly, she and May used to be good friends! Peni didn't share this knowledge with Ham or Noir, and went to bed with questions swimming around in her mind. Today she tries to find answers...

(See the end of the chapter for more notes.)

Chapter Text

Despite everything that had happened the night before, Aunt May still found the time to cook us all pancakes for breakfast.

"You kids must be hungry after all that interdimensional travel," she said, dishing up some extra pancakes onto the center of the dining table.

Noir's mask was lifted to just over his nose, but even without seeing his eyes I could tell he was loving every bite of his pancakes, "Been too long since I had a hot breakfast."

I drowned my pancakes in butter and sugar. Ham gave me a look, "You haven't gotta compete with me, kiddo. We toons always stack a mountain of butter on our pancakes."

Through a mouthful of doughy sweetness I replied, "I guess that makes me a toon, then."

I cut off a little bit of pancake and put it on the side of the plate for SP//dr. Through the tall windows surrounding us I heard the muffled sound of birdsong. It danced along in the background, occasionally overshadowed by loud chewing or the clink of cutlery against the porcelain plates. Back when I lived with Dad we never got birdsong. It's only once I moved in with Aunt May and Uncle Ben that I heard even a single bird outside, and this was much more than just a single bird.

"The climate crisis hasn't happened yet, right?" I asked absentmindedly, "Is it even happening in this universe?"

Aunt May, pouring herself a cup of coffee, replied, "We're getting there."

Noir swallowed the piece of pancake he was eating, "Climate what now?"

I explained, "In my world, we kinda melted the ice caps."

"That doesn't sound good."

"Yeah… it didn't work out so well."

Ham twirled his fork between his fingers, "What you need is a big refrigerator."

I giggled, "I guess that'd do it."

"It's what we did. Worked a real treat."

Suddenly I couldn't tell whether he was being serious or just joking around, so I let the subject drop.

May sat down with us and started eating her own, more meager helping of pancakes, "They're holding a memorial for him today. MJ - Mary Jane, his wife, called me this morning."

Noir leaned his elbows on the table, "Want us to escort you? Don't worry, I won't let Fisk so much as look at you wrong before I-"

She held up a hand, "No, I'll be fine, thank you. But…"

I paused, pancake hovering between the plate and my mouth, "But…?"

"I'll probably be gone for a while. You're welcome to stay here, but once I lock the doors, they're locked. You'd have to smash a window to get out - and I'm not in the mood to replace windows right now. Though I have to say, you did a good job on the door, Peni."

She was talking about the door whose lock I lasered into molten goo last night. I managed to quickly mold a new one out of plastic before breakfast but it was hardly a good job.

Ham gave her a wink, "Locks aren't a problem for me. I could fit my whole body through a keyhole if I tried hard enough."

"What about your friends?"

"I got Peni's mech into the cave, didn't I?"

May smiled, "Maybe I'll get you to rearrange my attic later."

"I'll waive the fee, but only because you're so gosh darn beautiful."

"Do you tell all your aunts that?"

"Only my favorites."

May looked out the window, and suddenly her expression sank, her eyes heavy with sadness.

I know that feeling.

I wanted to ask her about Doctor Octavius, but now was definitely not the time.

Noir finished his pancakes and lined his knife and fork up on the plate, "Not sure what use we'll be stuck in here. I'd rather be on the streets, hunting down the dogs that killed your Peter."

May winced at the word 'killed'. Ham noticed.

"Can't hurt to do a little detective work. But let's finish breakfast first."

Unfortunately for Ham, Noir had already got himself worked up, "He was at this collider thing, right? Do you know where it is?"

May frowned, "He never told me. Just said something about Brooklyn."

"Brooklyn. We'll start there."

"Actually," I interrupted, "I already have a plan in mind."

Noir's goggles glinted in the morning sunlight, "I'm listening."

Now May was watching me too. I said, "I'll uh, explain it later."

"How much later is 'later'?"

May interjected, "I'm leaving at ten."

I felt heat rush to my cheeks. She knew. She knew that I wanted to avoid talking about it for her sake.

Noir pulled his mask back down over his chin, "Then that's when we'll leave, too."


My breath steamed up in front of me as I hurried over to the mech. Even a few seconds in the winter air sent shivers up my spine. I'd never felt such cold weather. It almost made me glad the ice caps didn't exist anymore.

I opened the mech's hatch and hopped in as quick as I could. Warm air wrapped itself round my body.

Yes!

My relief was short lived. Almost immediately the warmth started ebbing away, rushing out into the snow-strewn yard.

From behind me Noir said, "Not sure I'm gonna fit in this, doll."

I sat down and began rummaging under my pilot's chair for any tools that survived the interdimensional jump, "You won't need to, cos we're not taking it."

I heard tiny feet clunk into the cockpit. Ham's voice, "You're not taking your mech to Doctor Octavius's lab? Peni, I know you're smart, but don't you think-"

"It's in the Hudson Valley, near some place called Plattekill, along Route 32," I explained, "which is apparently eighty miles away."

"Right, that would be a very long way to swing."

Having stuffed all the tools I could find into my cyan backpack, I clambered out of the mech (scooting past Ham) and into the snow, "There's a bus."

"A bus? We're gonna go visit your arch nemesis by bus…?"

"We don't know what tech they have up there. She's already figured out interdimensional travel - the mech's cloaking might not be enough to avoid raising alarms. Besides, we wouldn't all fit. And we can't afford a taxi on the money Aunt May gave us."

"No one said anything about a taxi."

Noir shoved his hands in his coat pockets, "Won't we stand out?"

I beamed up at him, "Not if you keep your mask on. We'll look like cosplayers."

"I don't know what that is, but I trust you."

"I was thinking about it this morning-" and thinking about the conversation May had last night, though I didn't mention that, "-the internet in this universe is still pretty primitive, but finding out where Doctor Octavius works was a piece of cake. She's everywhere. She even makes educational videos for school kids."

Noir clenched his gloved hands, "She must have an ulterior motive."

I didn't even want to think about what that might be. Octavius told May she wasn't the one who killed Spider-Man, but what if she was lying? If we found evidence that she was the culprit, what could I do? What would Noir do?

I pushed those thoughts from my mind, "Well, I guess we'll find out. Now follow me - we don't wanna miss that bus!"


We squeezed into a two-person seat on the Hudson Valley Explorer. Ham sat perfectly still on my lap, floppy like a ragdoll. SP//dr hid in my hair. Noir was… Noir.

"Is it meant to go this fast?" he whispered.

"If you think this is fast, you'd hate bullet trains."

Blooms of red maple trees slowly drifted past the foggy window. The bus was heated, poorly, so that my forehead was sweating while my legs were covered in goosebumps. The draft got worse when the bus sped up.

Ham tapped on my knee with his foot. I pulled him up and pressed my face into the back of his head like I was giving him a kiss, "Yeah?"

"I'm feeling a bit parched."

"You want OJ or water?"

"OJ."

I sat him back on my lap and, stretching my arm down between my legs, unzipped my backpack. It wasn't fully insulated, but it was insulated enough that the bottle of OJ was still plenty cold. I unscrewed the top and checked to make sure no one was looking.

Spider-sense is quiet, too.

With the coast clear, I pressed the bottle to Ham's lips and tipped it up. After a few glugs he stuck his thumb out to indicate he was finished, and I re-sealed the bottle, stowing it away for later. Out of the corner of my eye I saw Noir reach into his overcoat.

I asked, "That's a Rubik's Cube, right?"

He started twisting it around, "It sure is something. Can't help but stare at the darn thing."

"It's a puzzle. Back in the day (or now, I guess, as it's still the 2000s) people used to race to see how fast they could solve it."

"Do you think you could solve it?"

"I mean, yeah, with a bit of time, but-"

"So what's the trick?"

He held the cube out to me. I took it and began explaining, "Well, you see how it's all different colors?"

"…I think so."

I paused, "Right. Uh, well, you want each side to be just one color."

"Just one, huh? So that side's already finished."

"No… no that's green and blue. You want it to be green or blue."

"All looks the same to me, doll."

I put the cube in Ham's lap and cupped Noir's cheeks, "Let me see your goggles for a second."

"Nothing wrong with my goggles."

"They're probably polarizing the light."

"They help me see in the dark."

I scrunched my face up in disbelief, "You have night-vision goggles?"

"I just call 'em goggles."

"Can you take them off?"

He gently removed my hands from his face, "I tried that back at May's. Hurt my eyes like nobody's business. I'd rather keep them on."

"Okay," I said, trying not to sound too disappointed, "I wouldn't wanna hurt your eyes."

I'll have to examine them some other time. I doubt he really does have night-vision technology in the 30s, but if he does… if he's not just misinterpreting some other process… I can't even imagine what things he'll have a thousand years from now.

Then again, it seemed like technology didn't move at a uniform pace between universes - which made sense, because there's no reason why a totally different universe would have to obey the laws of my universe. When it comes to alternate dimensions, not even the most basic laws of physics are guaranteed to be stable. The fact that I was in this universe at all was proof of that.

Dragged through spacetime by a collider. We have dozens of those in New York alone. None of them have broken spacetime. There's something strange going on here. They must've found something. Something unstable enough to open a wormhole, or worse.

But wormholes were random. You'd have to keep opening and closing them over and over again to get one that went to the destination you wanted. Some wormholes, like Einstein-Rosen bridges, weren't even traversable by human beings. You'd die going through it. People tried. There was a whole decade where wormhole technology improved leaps and bounds as people desperately tried to flee the Earth. Then there was that ark ship that blew up. It was a whole mess. Nearly put Stark Industries out of business - before they actually went out of business. And in the end, after all that effort, we still didn't know how to safely travel through large stretches of space, and we certainly didn't know how to make good use of wormholes. Yet here, in 2018, Doctor Octavius had pulled it off in some tiny lab in a forest.

Of course she did. I bet Otto would've done the same if he'd been left to his own devices. That, and kill everyone in New York.

Something this world's Octavius still could do. She'd already broken spacetime and potentially killed Spider-Man. A part of me wondered whether Noir was right, whether we should've started in Brooklyn, whether maybe we should just take her out…

No. Murder is never right. Not even for Doctor Octavius.

We needed to find out how she'd done it, how she'd brought us here. Then we needed to reverse it. Preferably without her knowing.

Ham's voice whispered from atop my lap, "Done!"

I looked down and saw that the Rubik's Cube was now completely solved.

"Wow!"

Noir stared at the cube, "You've gotta teach me how to do that when we get back home."

Home.

I didn't point out Noir's slip of the tongue. If I'm honest, I agreed with him. There was something strange about May's house, something weirdly familiar. He must've felt it too. Probably Ham was the same. That sense of belonging. Given the circumstances I should've been terrified. I was stuck in the wrong universe, hunting down a villain powerful enough to kill Spider-Man. Back in my own universe, Mysterio was running amok, trashing my already awful reputation. And yet, the only thing I felt was excitement. Excitement at being in a team. Excitement and relief at being among people who really understood me. Even though we barely knew each other I already feltlike I could tell them anything. Sitting there on the bus, Ham on my lap, Noir at my side, I had no fear at all. I knew we could do it. Together, we were unstoppable.

I almost didn't wanna find out how that collider worked. But I had to. It wasn't fair to keep Ham and Noir away from their worlds, their families.

Holding back a sigh I stared at my faint reflection in the bus window. An icy draft rushed past my ankles as the bus took a tight turn, causing my legs to spasm at the sudden shift in temperature. Tutting, I reached into my backpack to check the map on my phone.

Not much further now.


With Ham stowed safely inside my backpack and my phone in my hands I strolled up to the main entrance of Alchemax Labs. This was part one of the plan. Noir was already on the roof with SP//dr.

Good luck, guys.

I reached the glass double-doors. Two grumpy-looking men in lab coats scowled at me.

"This is private property."

Stay calm. I don't have to get inside. I just have to get onto their wifi.

Ignoring the thumping in my chest I told them, "I won a prize."

They stared, nonplussed.

I tried my best to keep my voice steady, "That school competition, you know the one! For a free visit to Alchemax? Doctor Octavius set it up."

They looked at each other. One said, "I didn't hear about any competition. Did you?"

The other frowned, "I dunno. She did that documentary that one time."

As quick as I could I located their wifi on my phone and activated my password cracker. My phone was quantum capable, so it should only take a few seconds. The internet told me that this world hadn't standardized quantum computing yet. But then again it also told me that they hadn't invented interdimensional travel yet, either.

The guards' eyes returned to me, "What's your name?"

"Peni! Peni uh-"

I can't say Parker. If I say Parker they'll know for sure.

From inside the backpack Ham whispered, "Reilly. Say Reilly."

I didn't have time to question his judgement, "Reilly! Peni Reilly."

Their eyes widened. The one on the left said, "Reilly. Right. That explains it. Come with me."

My mouth fell open, "Huh?"

He blinked, "You want a tour, don't you?"

The phone flashed green. Wifi: accessed. The virus I'd created would deploy itself now, pinging every computer in the building. It should make identifying Octavius's computer a piece of cake.

I smiled, "Yep! Take me away!"


The lobby beyond the doors was enormous - as tall as the building itself, and almost as wide. Everything was in shades of grey, with only a few walls paneled in pale wood. The doors seemed to be made out of plastic, translucent, and as we moved deeper into the building all the walls became translucent too, like the membrane of an uncooked egg.

I can't believe I'm thinking this, but Oscorp is way cooler.

Every hall looked the same as the last. It was even more of a maze than the Reed Richards Center. The monotony was only broken up by the occasional flicker of my spider-sense as I felt Noir crawling through the vents criss-crossing above me. Originally the plan was to send him and SP//dr in to turn off the security and isolate the building's power to Octavius's office - if possible. We needed the computer to remain in the office, powered up and, preferably, logged in. Places like these have failsafes designed to destroy data in the event of a breach. Oscorp automatically detonates its devices if they're taken out of the building without permission. It's easy to program in, and a nightmare to remove if you do it right. I had no way of knowing whether Alchemax had done the same. Octavius was a genius in every universe. That's what made her so dangerous.

After walking down a particularly long and boring hallway we came to a stop outside what must've been a door. It blended in so well that I wouldn't have known it was even there if not for the fingerprint scanner next to it. The scientist touched his whole hand to the scanner and the door silently slid open. With my heart in my throat I stepped through into a cluttered office. On the desk was a nameplate that read 'Doctor Olivia Octavius'. She wasn't in.

The scientist sighed, "Wait here. And don't. Touch. Anything."

He hurried back down the hall and the door closed, leaving me alone under the stark fluorescents.

"Well," I said in a low voice, "guess we didn't need my virus. Or any other part of my plan. They literally took us right to her office."

Ham poked his head out of the backpack and whispered, "They recognized the name Reilly."

"You just made it up, right?"

"No," he replied, "that's May's name, Peni. Before she married Uncle Ben. Isn't it the same in your universe?"

"I never even thought about that…"

Of course. May was Octavius's friend back in the day. I guess she must've visited her from time to time.

Most of the walls were barren, the same translucent white as everywhere else, but on the far side of the room, opposite the door, stood a row of cases gleaming with various trophies and awards. Clearly she was a brilliant scientist. Probably even as smart as me.

Smarter. Otto was smarter. Can't let my guard down.

The desk stretched out in front of a window that looked onto the red maple forest. Sitting on top of it were some empty beakers, a ball-and-stick model, some kind of rudimentary vacuum tube, and of course: her computer.

"Bingo."

"Do you need your USB? I think I'm sitting on it."

I hopped onto the desk chair. It was comfier than I expected, "Yep, now's good. Just gotta find the port on this thing."

It was ancient technology, but thankfully USB ports had a distinctive shape. Big and chunky and rectangular.

Ham placed the plastic data stick in the palm of my hand and I stuck it into the port.

"I almost forgot: we don't need Noir to isolate the power now," I said, "I'll let SP//dr know."

But as soon as the thought entered my head all the lights in the room shut off, and an alarm filled the air like a cloud of hornets.

Ham gulped audibly, "Uh-oh. That can't be good."

The computer was still on, the USB running its decryption program.

I said, half to myself, "The wifi wasn't quantum encrypted, so this has to be the same… right? The internet said this world isn't even close to going quantum."

"Your guess is as good as mine, kiddo. But I'll tell you what they do have: armed guards."

Even if I didn't recognize the ominous silhouettes rushing past the translucent walls there was no mistaking that sound, the sound of heavy boots, the sound of laser rifles charging. I could almost smell the fried air from back when I was developing lasers for the mech at Oscorp. Lasers aren't a problem for my mech. It can dish them out by the dozen and deflect them like pebbles. But I didn't have my mech. It was back at Aunt May's house.

Literal soldiers are coming for me, and I have nothing to defend myself with.

Powerless again. Then the screen blinked and the Alchemax logo disappeared to reveal a desktop even more cluttered than the desk it was sitting on.

"Holy cow…" I exclaimed, "How does she get anything done on this thing?"

The desktop was a mess of folders and files scattered randomly across the screen. Most of the folders were 'untitled'. One was labeled 'untitled folder4564'. The images weren't much better, with cryptic names like 'final 431' or 'rtyr0089890'. Confusingly, even some of the non-folder files were labeled as 'untitled folder'.

If she was trying to confuse intruders she did a good job.

I had no idea where to begin. So I dragged the cursor across a random portion of the screen and clicked 'copy'. The men were at the door. Punching it. Kicking it. Clearly the flimsy material was stronger than it looked.

"Open up!"

Somehow the USB downloaded the files in less than thirty seconds. I looked to Ham.

"Get in my pocket!" he hissed under his breath.

"What!?"

He grabbed the butt of his suit and dragged it open, "Trust me!"

I didn't have a choice. I quickly yanked the USB out, logged off of the computer, and leapt into the void where Ham's butt used to be. The kicking became muffled, distant. Soon everything was quiet.

Then I heard, "Hey big fella. What brings you to these parts?"

I felt SP//dr close by. That meant Noir was close, too.

We're in the vents.

The dull roar of a ventilation fan confirmed my suspicions. Then out of nowhere a bright white hole pierced the darkness.

Ham's voice boomed down like the voice of god, "You can come out now, Peni!"

I ran towards the light, leaping over the precipice. Beyond the hole my feet hit hard concrete and I was immediately plunged into sensory overload. The rustling of the trees, the cry of alarms, the sound and smell and muscle-numbing coldness of the air roaring across the rooftop hit me all at once. My breath was heavy in my lungs, a jet engine in my ears. Noir's hand was on my shoulder, and now so was SP//dr. Finally my mind settled. I blinked as my eyes adjusted to the open sky, and, feeling the USB's hard plastic in my sweaty palm, smiled.

"We did it."


Back home, on the floor of Peter Parker's bedroom, I plugged the USB into Aunt May's truly ancient laptop. Aunt May herself was down in the living room chatting with Ham and Noir. The soft mumble of their conversation floated up the stairs.

"There were so many people," I heard her say, "So many people there to say goodbye to him."

This world's Spider-Man had been well loved.

And that's why I need to get to the bottom of this. He died trying to deactivate this collider. Somewhere on this USB is the answer, and I'm gonna find it.

I looked at the files I had, each one cryptically named with some irrelevant, nonsensical title. I was gonna have to go through them all, one by one.

"We might be here a while, SP//dr."

My eight-legged companion crawled down my arm and rested on top of the laptop like a little webcam. In the end it took me the better part of an hour to sift through the files. Some were encrypted. Some were written in code. The ones that weren't in code made about as much sense as the ones that were. There was nothing about Spider-Man or particle collision. I was ready to give up - then I found something promising. The file's name was, naturally, 'untitled folder', but contained within it was the key I needed to understand everything else. I would've missed it before, but after our adventure getting into Alchemax, it took on new significance.

"Reilly Particles…"

Whether those particles were something that existed in my universe under a different name, or something my universe hadn't discovered yet, I didn't know. The file didn't say much about them, only that 'Reilly Particle Trial Six' had been a success, and that it was ready to move on to 'phase three'. The file was last edited about a month ago.

Well, I guess phase three worked, whatever it was.

It was my only lead. I had to follow it. My mind wouldn't let me ignore it. Just thinking about the name 'Octavius' dragged my mind back to that moment, that explosion that took my father's life, and Otto's.

I have no choice. I have to ask May about these particles.

It wasn't a good time. I knew that. Under any other circumstances I'd let her grieve in peace. But there was no time to lose. Standing halfway down the stairs I peeked into the living room.

"Uh, Aunt May?"

Her eyes flicked to me, sharp and alert, "Peni, dear. The boys were just telling me you went out to Alchemax?"

"You mentioned that you made Spider-Man's equipment there," and that you were friends with Doctor Octavius, I thought to myself, "so I thought maybe that'd be a good place to start. You know, with trying to find out how the collider works."

She picked up a cup of tea, "Did you find what you were looking for?"

"Actually, that's what I wanted to talk to you about. I gained access to Doctor Octavius's computer-"

May interrupted, "Did she see you?"

"…no. No she didn't see us," though we did set off an alarm, "we were in and out real quick."

That seemed to ease her mind a little, and I continued, "Do you know what Reilly Particles are?"

She stared into her cup of tea, then with a sigh said, "They're just a theory. Or were. Exotic matter capable of stabilizing wormholes. I proposed the idea years ago, but I never expected it to lead to…this."

I didn't wanna press her, but I had to, "How would you make them, in theory? And how would you use them? If we know how that collider works, we might be able to reprogram it to take us home."

May shook her head, "It's been so long since I wrote that paper. Peter was the one who designed the virus to destroy it, not me."

"On his computer!?"

"No," she replied, a rueful smile on her lips, "he didn't want anyone to trace it back here. He made it at Alchemax, while we were visiting."

"And they had no idea…?"

"I assumed not. But then…"

"…sorry."

She put the tea down, "Don't be. I'm not gonna tip-toe around his memory. He was my nephew, and he was a hero. He'd want us to put a stop to this."

Suddenly she stood up, "I still have the paper lying around, if you want it."

I stared at her wide-eyed, "Uh, yes! That'd be great!"

She strode over to the stairs. I quickly hopped down them and out of her way.

"Wait here," she said, resolve in her voice, "I won't be long."

I looked to the others. They seemed as stunned as I was.

Noir said what we were all thinking, "Nothing can stop Aunt May once she gets fired up."

"I didn't mean to-"

"You didn't," he replied, "Grief does strange things to people, kid. I wouldn't be wearing this getup if my Uncle Ben was still around."

Aunt May's footsteps creaked across the ceiling, and soon she was back downstairs.

"Here," she said, handing me some loosely bound coffee-stained A4 paper, "It's all in there, the math, the diagrams. Everything. There were a couple of papers after mine, but no one really took the idea seriously. Apart from Liv."

"Olivia Octavius," I echoed.

Noir looked at May, "Wait, you know Doctor Octavius?"

May went back to the couch and picked up her tea, "I guess Peni didn't tell you then."

"Hm," Noir grunted, "I knew something was up last night. Explains the back door, too."

I was indignant, "I wasn't gonna just talk about Aunt May's private life without asking!"

May gave me a tired smile, "I appreciate that Peni, but it's alright. There's no avoiding it now. Might as well get everything out in the open."

"But-"

"Peter's gone. His identity was the only secret I cared about. If Liv is using my work to help a man like Fisk, to help the man who took my Peter away from me… it's as much my responsibility to stop her as it is yours."

I asked the question before I had time to stop myself, "So Octavius wasn't the one who killed him?"

She looked at me, expressionless. Then with audible surprise replied, "No. No way. I asked her point blank. She would've told me."

Noir shifted on the couch, "Are you sure?"

May turned and gave him a look that I couldn't see from where I was standing. He didn't ask again.

I thumbed the paper in my hands, "Well, I uh…better get started on this…"

May shot me another smile, brighter than before, "Want some cookies while you work?"

I gasped in joy, "You have cookies!?"

And so we all settled down to begin retracing the steps Peter Parker had figured out by himself before his untimely death. Noir and Ham pored over a map of Brooklyn while May and I discussed her paper. I knew we were doing this for a dead man, for her nephew, to catch a murderer who in my universe was the mayor of the whole city, but I couldn't help but get excited. This was everything I'd always wished Oscorp could be. Solving problems with friends, as a team. Science and crimefighting weren't so different, really. As long as you approached them logically and had the right tools for the job, you could solve anything.

Well, almost. I couldn't bring Peter back. But I could bring his killer to justice.

And that's exactly what I'm gonna do.

Notes:

A part of me regrets risking this ridiculous plot development, but consider it my way of explaining how they got the goober made so perfectly in such a crazy short time! Next chapter will feature the great meeting of the Spider-Fam! Or should do, at least xD depends how short it is! But that's the day we'll be on.

Chapter 9: Picking Up The Pieces

Summary:

The spider-fam finally meet at May's house.

Notes:

Almost done with Miles's universe! One more chapter, in fact, and then we'll be back in Peni's universe (assuming that next chapter doesn't balloon into something enormous). Writing inside the canon timeline has been waaaay harder than I ever imagined. Finding a way to kind of, explain, that one scene where Miles meets the others was the hardest part of all BY FAR, but I think what I ended up with does a decent enough job. Overall I'm as pleased with this chapter as I am all the others :) Hope you guys enjoy it too - and thank you for all the kudos and comments!!!!

Recap of last chapter: Last chapter, Peni, Ham and Noir snuck into Alchemax to figure out how the heck the collider works - except in the end they didn't need to sneak in at all, as they let Peni right through the door when she said her name was Peni Reilly! She managed to get some information from Octavius's computer, but had to flee when Noir accidentally set off the alarm system. Back home, Peni finally figured out the key element in the collider's wormhole technology: Reilly particles. But though May explained how she came up with the (formerly theoretical) particles, her explanation left Peni with more questions than answers...

Chapter Text

I woke up spread-eagled on the panic room couch, face down in a pile of alien numbers. Tiny legs danced across my cheek.

"Mornin' SP//dr."

It'd been a long day yesterday, and an even longer night. We successfully infiltrated Octavius's lab and got some useful information. I'd hoped maybe it'd be enough, that with May's paper I'd be able to put two and two together and figure out how the heck Doctor Octavius managed to not only stabilize wormholes, but direct them to open in locations of her choice. No such luck.

I turned my head and saw Noir's dark silhouette sitting on the edge of his bottom bunk. He still had the Rubik's cube in his gloved hands.

"You're awake," he observed.

"What time is it?"

He checked his wrist, then tutted, "Forgot I lost my watch when I fell into that warp hole."

"Wormhole," I pushed myself up and climbed out of the couch's squishy embrace, "I need to get back to work."

His fingers wrapped themselves round my arm. Even with him holding back, I could feel how strong he was, "Ham told me to give you this."

In his free hand was a sandwich wrapped in clingfilm, "It's vegetarian."

I stared at the tasty offering, "You're sure it's vegetarian?"

"Ham said something about tofurkey."

"Tofurkey. Like tofu and turkey?"

Noir simply watched me motionlessly, his face unreadable behind his mask.

Hoping that I hadn't accidentally fried his brain, I took the sandwich and changed the topic, "Don't you think it's strange that Ham isn't vegetarian?"

Noir creaked back into life, "When it comes to Ham, I don't ask too many questions."

"That's probably for the best."


Ham was waiting for us at the breakfast table in Aunt May's kitchen.

"Well, well, if it isn't little miss lazybones!"

I scoffed, "Good morning to you too."

He winked, "Clearly you needed to catch up on your sleep."

I sat at the table. The clock on the wall, next to one of the huge windows and just above a metal box labeled 'TOAST-O-MATIC', showed the time as five past eleven.

Ham idly shuffled a deck of Uno cards, "Wanna play?"

I shook my head, "Not right now."

Noir grunted in agreement, "No time for games. We need to find where Fisk is hiding that collider."

Ham placed the deck on the table, "Way ahead of you, tough stuff. Turns out there's a building called 'Fisk Tower' not far from the river. Found it on the old interweb. It's a bit of a swing from here but I'd put money on the collider being in the vicinity of that building."

Noir idly cracked his knuckles, "Seems too obvious. Can't imagine putting something so huge and dangerous right beneath a building with my name on it."

Ham's voice was deadly serious, "That's exactly why we have to check it out! Villains always hide their most important gadgets in plain sight."

I watched SP//dr crawl across my fingers, "I dunno…"

Ham insisted, "There's gotta be something there."

"Even if we found it, without knowing how it works there's no way we can get back."

Noir leaned his elbows on the table, "What if we don't go back?"

I felt my brows furrow in confusion, "What…?"

"I'm saying what if we just destroy it outright? Whatever he's using it for, it's dangerous. He was willing to kill to keep it secret."

"There's no need to go that far. I know I can figure it out. I just need more time."

The sun glinted cold white in his monochrome goggles, "It's not that I don't trust you doll, but we don't know how much time we have left."

The table fell silent. Noir was right. We had no idea what Fisk's plans were. For all we knew he was carrying them out at that very moment.

I asked, "If we did get stuck here… what would we do?"

Noir glanced at Ham, "Same as we always have."

Ham nodded, "Yeah. We'd protect the city. Together."

"But what about your families?"

Another pause, then Ham said, "We'll deal with that when we have to. Let's just see what you can come up with, kiddo."

In other words, our fate was resting entirely in my hands. Noir, perhaps sensing my anxiety, added, "None of us chose this. If we're stuck here, we're stuck. No one's fault but Fisk's. And it coulda been worse. I coulda been sent here on my own. At least this way I get to be stuck here with you."

"Aww," Ham cooed, "that's gotta be the sweetest thing you've ever said."

I smiled, "You're right Noir. I don't think I could've done this on my own."

He pointed his goggles at me, "Now that's where you're wrong. If you were the only one who got sent through, this world would be fine. You make me look like a chump."

I wagged my finger, "Not true!"

"I'm a bum and you know it."

I smirked, "You're a butt-head but you're not a bum."

Ham sucked air through his teeth, "Ouch! You gonna just take that, Noir?"

He leaned back in his chair, "Peni's allowed to insult me."

"Oh but I'm not?"

"I didn't say that."

"Well I think you're a butt-head too."

"Better a butt-head than a bum."

Ham clapped his hands, "Well said! Now, about Fisk Tower-"

I jumped in, "I wanna go with you. But not before I've figured out this collider stuff."

"Right, of course. So then-"

I heard a knock behind me. Aunt May was standing in the kitchen doorway.

"Sorry to interrupt, but I just heard a story on the radio about some kid dragging a guy in a Spider-Man suit through Brooklyn last night."

I blinked, "Excuse me…?"

A mischievous smile crossed her face, "Eyewitnesses say the kid was dragging him by a rope attached to a train."

"A rope attached to a train…? There's no way they could've survived that!"

"No way a normal person could."

Ham gasped, "You don't mean-"

She nodded, "Seems like you're not the only ones who got pulled through that wormhole."

Noir adjusted his hat, "Guess that settles it, then. We gotta find these other spiders. Then we get Fisk."

"But first!" Ham cheerily declared, pulling an entire strawberry sponge cake out of his pocket, "I think it's time for an early brunch!"


While Ham and Noir investigated the mysterious additional spider-people, I stayed back to bang my head against the particle physics.

"Even if you could open and close wormholes at will," I complained to Aunt May, who was sitting beside me on the living room couch, "what would that even achieve? The location you link up to is random, right? Even in my world we can't just pick a spot and wormhole to it. I mean, we can't safely wormhole at all!"

Aunt May put her glasses back on and sipped some of her herbal tea, "Reilly particles are just the beginning, Peni. You know, I never got to publish it, but I had a theory that if you blasted one of these suckers at something, like a block of pure carbon-12, then you'd open up a wormhole to some other place with that isotope of carbon in it. It's not very useful with carbon, but with something like phosphorous or calcium you could open up a wormhole to alien life!"

"Or a dairy farm."

She lowered her glasses, "I'm just trying to help, sweetheart."

I slumped forward with a heavy sigh, "I'm sorry, Aunt May. It's just… I feel like I'm missing something. Reilly particles alone don't explain this. Three different spider-people, maybe more? It's both way too specific and way too vague. Like, there's no way we have the same genes, let alone the exact same atoms. Ham's a literal pig. I don't understand it. At all."

She chuckled, "It's a mystery alright."

"If I don't solve the mystery then I'm gonna be here forever, along with Noir and Ham and whoever else came through the rip in spacetime."

"Well we can't have that. Your Aunt May would have my neck."

A weak laugh escaped my lips, "She probably thinks I've run off with SP//dr. I bet Mr. Osborn's furious."

Aunt May smiled, "At least he hasn't become a giant green monster like our one has."

"It'd be simpler for me if he did. He's always bossing me around. Before I ended up here he got me to…" I bit my lip, "…he got me to lie about some implant he was selling. It wasn't like, the worst lie. I told these protesters that it was harmless. But they trusted me, you know? Trusted me to have their back. I think people really liked me, before."

I felt her hand on my shoulder, "But not now?"

"Well… the ice cream guy might still like me."

"Ice cream guy?" she asked, clearly confused.

"I saved his store once. Now he gives me free ice cream whenever I drop in."

"Not bad! I should've got Peter to save my hairdresser."

I laughed again, this time more genuinely. Then I said, softly, "Peter seems like a nice guy. People really loved him."

"He was an angel. But this city didn't always appreciate him. I still remember the headline in the Bugle: Spider-Man: Threat or Menace?"

"Oof. I know that feeling."

"I think it runs in the family. Parker luck, he called it. But you know, I don't feel unlucky."

I gave her a puzzled look, "You don't?"

She shook her head, "No. I had a wonderful husband, a beautiful, incredible nephew. I have this house," she spread her arms out, "my mind still works — mostly! And I'm in good health. I'm an incredibly lucky woman. But you wanna know how I really know I'm lucky?"

"How…?"

"Because when I was at my lowest, when it seemed like everything was falling apart, you and your friends showed up at my door. And not just you, either. I had fans of Spider-Man knocking at my door all day yesterday. Then there's MJ. It's like the whole world came to help me. That's luck. And that's why I know you'll solve this, young lady. We're all in this together."

I felt my throat tighten, "But what if I can't? What if Octavius is just too smart?"

Again.

"Sweetie, Liv may be a genius, but she's not that smart. One way or another we'll figure this out. I just know it."

Her smile was so warm and loving that I couldn't help but believe her.

"I wish my Aunt May was like you."

May took another sip of her tea, "Maybe she is."

I frowned, "Maybe…"

Suddenly Aunt May's arm was wrapped around me, pulling me in for a hug, "I'll be your aunt from another dimension for as long as you need me, Peni. Though it's not a free service."

I smirked, "What do I owe you?"

"If you could help me fix up my online dating profile that'd be great."

"Hah! That's easy! I was worried you'd ask me to give up my candy."

"You can keep the candy. I'll throw in some cookies for free."

"You're gonna make me hungry."

"We could move to the kitchen if you want? I've got a whole jar of cookies there that need to be eaten."

With a grin I said, "If you offer me a whole jar I might just eat a whole jar."

She giggled, "Try to save some for your friends."

"They can have a cookie each."

"Just one cookie?"

"Maybe two. Tops."


I pored over the numbers all afternoon with Aunt May, trying to work out what the heck Liv had done to make it so precise, but to no avail. Whatever technique she'd used to focus the wormhole was hidden on her computer back at Alchemax, and there was no way we were getting in there a second time.

Thankfully we didn't have to. Because somehow, perhaps due to Aunt May's incredible luck, the computer came to us that evening.

"Clear signs of a scuffle at Peter's grave," Noir noted grimly in the vast darkness of the subterranean spidey hideout, "Looked like someone dragged a body."

Porker chomped on a hotdog, "It was on the front page of every paper. They don't agree on who these guys are or why they were there — some people think they're grave robbers — but they were definitely there."

Sitting on the mech's domed head, I held my chin in my hand, "Even with my technology, finding them would take forever. The city isn't even half as big as it is in my world, but even so, the population must be in the millions."

Noir hummed, "Wonder if they know that Fisk is responsible…"

Ham said, "You'd think they'd come here! I mean we all have an Aunt May. Surely these guys have one too, right?"

Just as he said that, the elevator began to descend from the high ceiling. I heard voices. Unfamiliar voices.

"Guys," I whispered, "I think that's them."

As the elevator reached the ground floor I got a better look at the strange visitors. Not two, but three people, all seemingly human, accompanied by Aunt May. The tallest was a white man, older, maybe even older than Noir. Beside him was a teenage girl, blonde, wearing some kind of skintight spider-suit. The third was the youngest-looking of the three, a black kid in period-appropriate civilian clothes.

He doesn't look all that out of place. I wonder how long he's been stuck here?

The news only reported two people at Peter's grave, but here we had three. I was about to pop out and introduce myself when Aunt May gathered the strangers together and, handing them some pens (and what looked like name cards) said, "You might need these."

Ham nudged me with his elbow, "That's our cue."

Suddenly I was nervous, "Right! Okay! So should I go first?"

Noir lunged forward, "Let me handle it, doll."

Hanging dramatically from one of the cave's many loose wires, he tipped his hat and called out, "Hey fellas!"

The trio stared at him in stunned silence. Ham and I exchanged concerned glances, then I tapped on the mech's glass. SP//dr, who was resting inside, blinked into alertness. With our shared consciousness he immediately understood.

Let's go, buddy.

We leapt into the air. I only had a few seconds to think of a good introduction. We needed to make an impression, to show our strength, our heroism, but also our friendliness. Something to convey that yes, I'm a twelve-year old genius, but you don't need to be afraid, but also you should respect me because I'm not just a little kid, but also I'd love to be friends, and while I'm at it I'm from the year 3145. But in less words, preferably.

What if they don't speak English?

Hurtling through the cave, I could no longer remember what language they were speaking amongst each other.

What languages do I know, what languages do I know!?

"Uhh…"

I said the first words that popped into my head, "Konnichiwa, hajimemashite, yoroshiku!"

NOOO THAT WAS ALL JAPANESE!

Somehow I retained the presence of mind to strike a friendly pose as I landed (in the heat of the moment I settled on a peace sign). But that wasn't enough. I needed to convey the whole package. SP//dr flashed images of martial arts tournaments through my head.

Perfect!

In unison SP//dr and I kicked and punched the air in front of us. Then I hopped onto the top of the mech and gave no one in particular my meanest scowl.

The oldest of the trio squinted at me, "This could literally not get any weirder."

Oh no. He doesn't mean the good kind of weird, does he…

If Ham hadn't been with us I don't know what I would've done. But he was there, and with his usual cheery energy he trotted towards the strangers, saying, "It can get weirder!"

He offered a handshake to the oldest one. For some reason his hand was dripping wet.

"I just washed my hands," he explained with a wink, "that's why they're wet. No other reason…"

Then we felt it. We all felt it. That strange feeling, like a soundless purr in the back of your mind. Spider-sense, but not warning of danger. Simultaneously we said what our hearts knew.

"You're like me…"

Although we'd only just met, something about that feeling suddenly lent the foreign trio a sense of familiarity, and Noir, Ham and I gave our introductions. When the older man (who I noticed now looked a lot like the Peter Parker of this world) stepped forward, I expected him to introduce himself too. Instead he asked, "So how did you get here?"

"Well," Noir began, "It's kind of a long story."

He related how he fell through the wormhole, how we met on the roof of some building in Times Square, and how we got to Aunt May's. Then I stepped in.

"We've been trying to find a way home, but…"

Noir finished my sentence, "The only way back is through some collider gizmo. Only trouble is, one of us has to stay behind and destroy it. I want you to know right now-"

I knew what he was gonna say before he even said it, so I jumped in, "I'll do it!"

But I wasn't alone. Both Ham and the blonde newcomer echoed my words at the same time.

Wow… just what you'd expect from a bunch of full-time heroes!

It took my breath away. They were all willing to risk their own futures to protect this world, even though there was nothing in it for them. I wish I could say the same. Though I obviously wanted to protect the world I'd ended up in, a part of me really wanted to stay here. Away from Norman Osborn. Away from Mysterio. I wouldn't be able to keep my spider friends, but I'd have Aunt May, an Aunt May who seemed to really care about me.

The youngest of the newcomers interrupted my thoughts, "No no no, you guys don't get it."

I asked, "Don't get what?"

Then I got my answer. Searing pain. Long needles of heat through my joints, tight between my muscles as I spasmed uncontrollably and fell to the floor.

"AAAGGHHH!"

My limbs were flashing every color of the rainbow, jittering about, discombobulating all over the place. It was over in seconds, but the pain lingered. As I pushed myself up the boy explained, "You can't stay here. If you stay here, you'll die."

Not-Peter elaborated, "Our cells can't handle being in the wrong dimension. If we don't get home fast, we'll all disintegrate. Literally."

Somehow those words were the only thing I absolutely did not want to hear. I was ready to never go home. Ready to lose my new friends, even, if I had to send them back without me. But hearing him say that, hearing him say that there was no way I could ever, ever stay in this world, this world that loved its spider-hero. That hurt most of all.

I barely heard the kid declare, "I'm the guy who's gonna turn it off. And I'm gonna get you all home before I do."

Noir picked his hat up off the floor, "Who are you again?"

The older man, the one who looked like Peter, grinned, "This is Miles! And he's gonna save the multiverse!"

Miles nodded his head, "Yeah man!"

The older one continued, "This kid can turn himself invisible! Watch this, he can do it…now!"

Miles scrunched his face up and squeezed out a feeble grunt. Then he plainly said, "I can't do it on command."

Not-Peter laughed off his friend's non-performance, "He can't do it on command, but it is cool! Show 'em the zappy thing, Miles."

As Miles stared at his hands, willing whatever power he had to show itself, a strange feeling rose within me: embarrassment.

That's what I must've looked like to Mysterio. Powerless.

Miles shook his head, "I can't do it on command."

Not-Peter's laughter became more strained, "He can't do it on command, but he can do so much more. Like, what else do you do Miles?"

"Just those two things."

Not-Peter faced us all with the best smile he could cobble together, "Just those two things!"

But I know I'm not powerless. I'm not. It's not weakness to need a mech.

The blonde girl spoke, "Look, I've seen him in action. He's got… potential. I think he's gonna get us home."

I don't wanna go back… but if I have to… oh god… can't I take them with me? Together we could beat Mysterio, but on my own…

Noir strode forward, "Okay little fella, Kingpin's gonna send a lot of mugs after ya, and I'm talking hard boys, real biscuit boxers. Can you fight 'em all off at once?"

Miles put up his fists, "Well I haven't actually fought anyone…"

Clearly Noir didn't like that answer. Before Miles could find his feet they were swept out from under him.

"Surprise attack!" Noir barked.

He probably meant it as some kind of training. Miles didn't see it that way. He was shocked, hurt. What I needed to do right then and there was stop Noir in his tracks, step in and calm things down before they even had a chance to get started. But I didn't do that. Instead I let my own fear and pain get the better of me.

Venting all my pent up frustration I sneered, "Can you rewire a mainframe while being shot at?"

Miles eyes were wide with panic, "Can I what…?"

"Show me!"

Without warning Noir punched Miles again, knocking him to the floor. The blonde girl leaned over him, and for a second I thought she was gonna help him up, but then she asked, "Can you swing and flip with the grace of a trained dancer?"

Noir, clearly too far gone to stop at this point, said hoarsely, "Can you close off your feelings so you don't get crippled by the moral ambiguity of your violent actions!?"

Ham, sweating in distress by one of the spider suits, tried to defuse things by wafting into the fray on an illustrated breeze, asking, "Anyone else in the mood for some delicious pie? I've got enough for everyone."

His offer fell on deaf ears. Whether from cellular decay or the stress of our own impending doom we'd all lost our minds. That much was obvious. We plowed into Miles with a frenzy of ridiculous questions. Eventually Not-Peter held a hand up in exasperation, yelling, "Guys, cool it!"

"Get up, Miles!" we all chanted, "Get up!"

But it was too late. Perhaps out of sheer mental exhaustion, perhaps simply to avoid being kicked and punched again, Miles stayed on the floor. The blonde girl pulled Not-Peter aside, and gathering us together told him, "You need to be more honest with yourself about this. He's not ready! It's obvious."

Noir shook his head, "There's no way he can do it."

The blonde girl agreed, "We have to stay and do it for him."

A sharp clang reverberated through the cave, followed by the steady click-click-clicking of the elevator.

Not-Peter spun around, "Miles!?"

The elevator was empty, but it rose all the same. It only activated in the presence of people.

He really did turn invisible.

It was only then that what I'd done really sunk in. All the anger and bitterness fell away like a backpack full of stones, leaving me empty.

I railed on him before he even got to say hello… some first impression  that  was…

Ham gave me a heavy look. There was anger in his eyes, and Ham never got angry. I really, really messed up. I took a deep breath, thinking of what to say, but then Not-Peter sarcastically spat, "Hi, I'm Peter! Nice to meet you!"

Noir silently stared at his shoes.

Ham turned away, "I think I'm gonna lie down."

I called out, "Ham, wait!"

He didn't look back. The door to the panic room opened and closed with a final clunk, leaving the rest of us standing in shame in the vast cave.

In a small voice I said, "I'm sorry…"

Peter sighed, "I shouldn't have put him under all that pressure. He's just a kid."

How many times had someone said that about me?

Just a kid.

I hopped off the mech, "No one's 'just' a kid."

I felt tears sting my eyes. Just a kid. Powerless. Too young to pilot a mech. Just a shadow of what my father was. All those thoughts had been weighing on me like a boulder, and I'd just dumped all that pain on Miles.

I'm sorry Miles… I'm so sorry…

Peter raised an eyebrow, "I didn't mean it personally. I'm just saying he's young."

I balled my hands into fists, "It doesn't matter how young he is. He didn't deserve that."

"Of course he didn't!" he eyed up Noir, "But I'm not the one who mobbed him and beat him to the ground!"

Noir stared at Peter, "You've gotta be ready to fight anytime."

"Oh yeah? Then bring it pal," he growled, raising his fists, "I'm ready to go!"

The blonde girl stepped between them, "Stop! Stop it you two! We messed up, alright? Pointing the finger now won't get us anywhere."

Noir and Peter slowly relaxed their postures. I wiped my eyes, "We're all heroes aren't we? Heroes should be friends."

Peter sighed, "Never thought I'd have trouble getting along with myself."

Noir grunted, "The feeling's mutual."

I folded my arms, "Guys, come on."

To my surprise, Noir was the first to offer his hand.

"Let's start again," he said, "Water under the bridge."

Peter reluctantly shook his counterpart's hand, "Alright. I'm willing to put this behind us. For now."

"Agreed."

Now it was my turn to offer a handshake, "Me too!"

The older Peter hesitated for a moment, then he took my hand and gave it a firm shake, "We shoulda done this in the first place."

Then the girl came over, "Come to think of it, I never introduced myself. My name's Gwen."

I dutifully shook her hand as well, "Nice to meet you!"

Noir stepped up beside me, "I'm Peter Parker…"

Gwen gave him a puzzled look, "You already said that."

"…but call me Noir."

Her expression became even more puzzled, "Noir…? Like film noir?"

"Like uh… The Maltese Falcon. Or something like that."

I explained, "Him and Ham are both Peters, so…"

The older Peter nodded, "Right, of course. A lot of Spider-Peters."

I beamed up at him, "What's your nickname gonna be?"

He held up his hands and started backing away, "No no, no no no no no. No nicknames. Just Peter."

Gwen smirked, "Aw come on Peter, you don't want a cool nickname like Ham?"

"Ham's a pig!"

Gwen eyed his gut. Peter scowled, "Don't you dare!"

I hummed, "We have to think of one though. Every Peter needs a nickname."

"I don't!" Peter protested, "I do not and will not have a nickname!"

In the end we settled for calling him Peter 'B' Parker, or Peter B for short.


The computer was sitting in Aunt May's living room. I recognized it immediately as the same model I saw in Octavius's lab. When Peter B explained how he got it I practically leapt out of my school uniform.

"You did WHAT!?"

"It was easier than you think," he casually bragged, "I even got a bagel on the way out. Of course, we did get shot at-"

Suddenly my shock became fits of laughter, "Oh my god…"

"Hey, we put our lives on the line for this thing!" he complained, tapping the computer with the palm of his hand.

"No, it's-" I wheezed, "We went there just the other day. That's probably why they shot at you. Oh man. I can't even."

"Whoa hang on, you went to Alchemax? When was this?"

I heard Noir reply matter of factly, "Yesterday."

Peter B groaned in frustration, "Yesterday...!? Are you kidding me? So what, we don't even need this?"

I tried to stifle my giggles, "The opposite, actually."

The conversation dimmed down. Everyone was listening. I explained, "I only managed to steal a tiny portion of the data. Her desktop is… a nightmare, to say the least. She was well prepared for someone to try and steal information. With this though," I eyed up the black rectangle in front of me, "I think I can actually get us home."

I felt a pang in my chest as I said those words, but I pushed through it and gave everyone in the room my best smile. Ham was still in the cave, but everyone else was there, including Aunt May.

I'll talk to Ham later and apologize properly.

What happened with Miles was a huge mistake. We all knew it, and we all knew that we knew it. Whenever Miles showed up again, if he showed up, I owed him the biggest apology of all.

I took the computer and slowly began working my way through the mess of information while the others chatted amongst themselves. SP//dr sat on my shoulder, staring into the screen's blue light. Every file I opened I cataloged into my own custom folder, labeled 'Read'. I must've gone through at least twenty documents called 'untitled folder' when suddenly a plate of cookies was placed down next to me.

"I believe in you, Peni," came Aunt May's warm voice.

I looked over my shoulder and smiled, "Thanks Aunt May."

I promise I'll protect you. Even if it means letting my atoms get scrambled.

I picked up a cookie and chomped away the negative thoughts. There were plenty more 'untitled folder' files left to open.

The answer has to be in here somewhere, surely.

It was. Though by the time I found it everyone had gone to bed. Even SP//dr was asleep, hidden deep in the knots and tangles of my unkempt hair. It was a file just as strange and cryptically named as all the others, but contained within it was a schematic for what was unmistakably a particle collider. It looked very advanced, even compared to my world's technology. An enormous machine, utilizing the subway tunnels beneath the city to accelerate the particles. One machine constantly made Reilly particles, while another thrusted those particles into each other. The second part had a label: Fisk Tower.

Ham was right. Fisk really did just put it beneath his HQ.

Poor decision-making aside, this was even more serious than I first thought. From what I knew of the math, a collision of Reilly particles released a huge amount of energy. If even the slightest thing went wrong you could trigger a massive explosion. Yet somehow Peter Parker had developed a virus to shut it down safely. That meant he gained access to the code used to program it.

Which he had to get from this computer. It's Octavius's office that May visited, nowhere else. I just need to keep looking.

I was out of cookies, and almost out of energy. Maintaining a clear head was gonna be tough.

On the back of my neck I felt a voice, "Hey kiddo."

Stifling a scream I leapt out of the chair, "Wha-!?"

It was Ham.

"Ham!" I sighed, laughter rising in my throat, "You scared me!"

"Sorry! I couldn't resist."

His pink face looked almost white in the computer's artificial glow. He didn't seem angry anymore.

Nonetheless I told him, "I'm sorry about earlier."

He shook his head, "You don't need to apologize to me."

"It's Miles I need to apologize to…"

"Well, yes. But also I get where you're coming from."

He motioned for me to sit. As soon as my butt was back on the chair he hopped onto my lap, saying, "You haven't told me much about your world."

"There's not much to tell you," I lied.

He gave me an amused look, "Nothing to tell me about New York one thousand years in the future? C'mon, Peni. I'm a pig, not an idiot."

"Yeah, well."

"What happened back there, in the cave-"

I interrupted him, "I was wrong."

"You were upset. We all were."

"It was stupid."

He gently poked my cheek, "I'll have none of that, young lady."

"Is that your Aunt May impression?"

Ignoring my joke, he continued, "You really wanted to stay here, didn't you?"

I grabbed the mouse and opened up another file on the desktop screen. He didn't let the question slip, "Peni?"

I couldn't even pretend to read the document in front of me, "Was it that obvious?"

"To me it was. Call it pig's intuition."

"I'm meant to be the psychic one."

He fluttered his suddenly-enormous eyelashes dramatically, "I can't help being brilliant."

I giggled despite myself, "Can I steal that line?"

"You've already stolen my heart, now you want my jokes, too?"

"Consider it payment for getting you home."

"A fair price. But seriously Peni, you've got your whole life ahead of you. Let one of us shut it down."

I pulled him closer, hugging him like an extra large plushie, "Your worlds need you. Mine doesn't need me."

"That can't be true!"

"It is. This guy, Mysterio-"

"The moose with the fish bowl on his head?"

"Uh, yeah, I guess you could call it that."

"Well mine has a literal fish bowl on his head."

"Right…" I paused, imagining my Mysterio with a literal fish bowl head, "Anyway, he's like…the main hero in New York now. He basically replaced me."

Ham gestured dramatically with his tiny hands, "But he's a villain!"

"I know, I know."

"I bet when the people see his true colors they'll realize what kinda guy he is."

"I'm not so sure."

"Even if they don't, you'll know you did the right thing."

I sighed, "That's the problem. Mysterio's big beef is with my company, Oscorp. But hate Oscorp too."

"Of course, with Norman Osbird being the Green Gobbler and all that."

I scrunched my face up in confusion, "You mean Osborn, right? And no, he's not a gobbler, or whatever it is you said."

"Oh, so it's Harry Osbird in your world?"

"No!" I insisted, "Harry's my friend."

Ham huffed, "Man your world is confusing!"

"You don't get to say that when you live in a cartoon land with fish bowl villains."

"Hey, everything in my world makes perfect sense!"

Leaning over Ham's bulbous head I clicked through to another 'untitled folder', "I mean, you're probably right. I'm sure it's internally consistent."

"You make that sound like a bad thing."

Then something on the computer screen caught my eye, "Hang on."

"What is it?"

"I think I've found it."

"Found what?"

"The code. The code for the collider," I grinned, "Oh my god, this is it. This is it…!"

Reams and reams of code. I didn't recognize the language, but I had time to learn it.

Wish I had some cookies right about now.

I heard Ham's voice, "Did someone say cookies?"

"Huh? I didn't-"

Clearly I'd accidentally said that thought aloud, but boy was I glad I did. In Ham's hands was an enormous jar of chocolate chip cookies.

I asked, "Did you get that from your pocket!?"

"I did! And there's plenty more!"

I opened the jar and plucked a cookie out, "You're a lifesaver."

"Remember though: cookies aren't a substitute for sleep."

"They'll have to be tonight. Gotta turn that collider off ASAP, one way or the other."

It was a long night, made even longer by Ham's rambling tales about this one particularly epic picnic he had back in his highschool days, but by the time the sun was up I'd learned the code and written something that, I hoped, would get us all home safely. The only thing left to do was to put the program onto a USB so it could be injected into the collider's software, just like the original.

Scooting Ham off my lap I strolled through the kitchen towards the back yard. Somehow, despite getting absolutely no sleep, I wasn't even the slightest bit tired. As my mind sunk into the mech and became one with SP//dr's consciousness, I felt even more awake.

You can tell which of us had a good night's sleep, huh.

Making a USB was a million times easier than making the sync engine for the mech was all those years ago. It took me only a few minutes to solder everything into place with the mech's built-in lasers. Then it was done. I ran back into the house grinning like an idiot and, bursting into the now-full living room, held the USB up high.

"Ta-da!"

Peter B took the USB from me, slipped a string through the end of it, and slung it over his head like a necklace.

Gwen asked me, "Did Miles come back last night?"

My smile faded, "No… sorry."

Peter B frowned, "Look, he's just clearing his head. I know the kid. He's got what it takes. He'll be back through that door any minute, recharged and ready to fight."

Sure enough, no sooner had B said those words than the door opened to reveal Miles in an ill-fitting Spider-Man costume.

"My uncle!" he cried.

Peter B clasped his shoulders, "Whoa, where've you been?"

"My uncle Aaron, he's the prowler!"

Noir, who was lying on the couch, lifted his head, "The who?"

Miles was absolutely frantic, "He works for the Kingpin! He tried to kill me!"

B spoke softly, "Slow down, Miles. It's okay. We can figure this out."

Gwen asked, "Were you followed?"

"No," Miles replied, "I don't think so."

The dull ache in my head told me otherwise.

Ugh, great. Whoever followed him must be close.

The doorbell ding-donged. Then out of nowhere an enormous tentacle burst through the door, splintering wood into the living room. It zoomed past me, inches from my face, and whacked a tray of drinks of out of Aunt May's arms.

A woman clunked through the door's remains on synthetic limbs. Her eyes were hidden by green goggles, and her body was cased in some kind of plastic armor.

"Cute place," she said, "real homey."

May groaned, "Oh great, it's Liv."

My heart jumped into my throat.

Liv… Olivia Octavius…

In my world her AI counterpart killed my father. Now she was here, in an alien dimension, ready to kill me. I felt that familiar fear. Then I thought of Miles.

"Just a kid…" I mumbled under my breath.

No. He's not just a kid, and nor am I. Not anymore. I'm the girl that's gonna save the multiverse.

As more of Fisk's goons entered May's living room me and the gang huddled close. Then Noir raised his fists, and in a grizzled voice said, "Alright fellas. Let's dance."

And that's when all hell broke loose.

Chapter 10: The Long Road Home

Summary:

Never in her wildest dreams did Peni expect to face Doctor Octavius again. But now she's here, and she's brought Fisk's strongest henchmen with her. From Aunt May's to Fisk Tower, Peni must face her every nightmare to save the multiverse. Can she find the strength to push through?

Notes:

Here it is, the showdown at May's and beyond! I'm really pleased with this chapter, and I already know what I wanna do for the next one. My original plan for the order of events following this chapter has changed a bit, but overall I have a clear idea of where I wanna take things from here. I intend to now devote almost all my writing time to this fic. It's been split all over the place these last few months as an anime fandom I write for was enjoying a second season. Of course, now the Olympics is taking up my time instead xD I'd like to say I can get the next chapter out in two weeks, and originally I actually reckon I could've done it in one, but with everything going on it may take closer to my usual time of 3 weeks to a month. After the Olympics though, it's all in!

Thank you SO MUCH for still reading this! I know it's been a heck of a journey. I can feel how much my writing has improved overall, and I HOPE I can make the last few chapters really outstanding (though I should say, we're not at the end of the story yet). I'll be doing my best! For you, for myself, but also for Peni! She's such a cool character and she deserves more content.

Every comment is a treasure, but even if you don't comment, or kudos, or anything, I appreciate you sticking with me. Thanks so much <33

EDIT: just saw that with this chapter we've hit 69k words baby! hELL YEAH!

Recap of last chapter: Last chapter, Peni struggled to make sense of the sparse data gleaned from her 'covert' invasion of ALCHEMAX. But when Peter B and the others arrived with a computer in tow, it looked like everything was going to click into place. Unfortunately, it was at that exact moment that they learned that they were all slowly disintegrating - all except Miles, that is. The stress of the whole situation pushed Noir over the edge, which pushed everyone else over the edge, and Miles fled May's house in a panic. Overnight, Peni finally worked out not only how the collider achieved its incredible dimension-hopping feat, but also how she could reprogram it to take them back to each of their universes. When Miles returned the next morning Peni had just finished crafting the goober. However, he'd not come alone... he'd been followed by Fisk's men, including the sinister Doctor Octavius. Now the spider-gang are forced to fight their way out of Aunt May's...

Chapter Text

Hiding behind the arm of Aunt May's sofa wasn't my proudest moment. With SP//dr still holed up in the mech in the back yard, the only thing I could do was curl up into a ball and watch the storm of fists and tentacles fly overhead.

Then I took a deep breath and reminded myself:

"I'm Peni Parker, child genius, the hero of New York. I can do this. We can do this."

He burst through the wall like an avalanche. My partner, my co-pilot. A red and blue boulder. In his path was one of Fisk's goons, a man with gray skin and ash white hair. He looked like a zombie. He looked even more like a zombie after SP//dr smooshed him into the carpet.

"Get 'em SP//dr!" I cheered.

Next up in the wrecking ball's path was some kind of cybernetically enhanced human. He had metal legs and an enormous metal scorpion tail, and one of his hands had been completely replaced with a jagged pincer. The top of his bald head was lined with tiny spikes, and his bare chest was absolutely covered in tattoos. He looked tough, and he was. Without budging an inch he raised his muscular arms and blocked SP//dr head on. SP//dr stalled, spinning in place. The scorpion guy growled something in Spanish and began to liftthe mech up like a dumbbell.

"No!"

Quick as I could I sprinted towards the villain, leaping over Ham and ducking under an errant coffee table soaring through the air. As I reached him I hopped, stepped on his steel knee and jumped up, pulling my legs in. My standard issue, mud-crusted school shoes found their way to his teeth as I leveled him with the most powerful dropkick I could muster. He reeled back, more surprised than actually injured, and dropped SP//dr to the floor. The mech's hatch opened. I felt SP//dr calling me.

Coming, buddy.

I dived in, the hatch closed, then THWOMP, Peter B was kissing the window, Octavius's translucent claws around his neck. I could feel the mech's nanomachines working.

Yes

I could feel the mech's limbs and my own, overlapped, feel even the air around us — whirling with punches and kicks, filled with the splinters of broken furniture. Quieting my unsteady mind I listened to my spider-sense, and together with SP//dr, I felt the future.

The scorpion was up, stinger ready. Fear trickled down my arms. My lungs were empty. No amount of breathing was enough.

Gotta pay attention.

I felt him lunge long before his body betrayed his plans. As his stinger pierced the floor I was already well out of range, shoving the zombie man (who had somehow got back to his feet), into May's fireplace.

Sorry Aunt May.

The tentacle would be coming for me in three, two…

Got it!

Octavius's synthetic arm was like a string of spaghetti in my robotic hands. From the other side of the room, Ham caught my eye.

"Peni, catch!"

He pulled out a vicious pair of scissors and lobbed them right at me.

"I haven't got any hands free!" I yelled, holding onto Octavius's tentacle with all my might.

From beside me a melodious voice said, "I have."

Gwen, casually backflipping over the chaos, caught the scissors in mid-air. Before her feet even touched the floor she cut Octavius's tentacle clean in half. The doctor's scream was so ugly it turned my stomach.

She couldn't really have felt that, right?

The distraction got the better of me. The zombie, who was back up again, punched SP//dr and me off our feet like we were a beach ball. I watched Miles's eyes widen in shock as we flew away, out the window, into the street, into a car.

"Ugh…"

Then, out of the me-sized hole in Aunt May's house, came Doctor Octavius. Everyone else was still inside, beating the crap out of each other. She hadn't come out here for anyone else. She was out here for me.

Does she know…? She can't possibly know. We're from different universes. My Octavius is nothing like her.

Whether she knew or not she was coming, one tentacle at a time — and she'd caught me off-guard. My chest ached all over from where my electromagnetic seatbelt had saved me from splattering against the window, and my skirt was riding up in all the wrong places. Don't even get me started on my headache.

I'm blaming the headache on you, SP//dr. I felt fine this morning.

Octavius drummed her fingers together, closing in step by step, "You're not like the others."

I jeered, "Tell me something I don't know."

I had to pull myself together, and fast. That meant one thing and one thing only.

Candy time.

Stuffing my mouth with as much candy as it could hold I filled my soul with pure unadulterated sugar and rocket-launched myself into the air, full-throttle. The mech's smart screen told me we still had plenty of fuel.

"You snooze you lose, Octavius! You're never catching me up here!"

She grinned a bone-chilling grin and flexed her tentacles, digging them deep into the road, cracking the tarmac. I stayed hovering, which in hindsight was a big mistake.

My spider-sense kicked in exactly too late. With a single, powerful thrust Octavius propelled herself skyward, right up to me, face-to-face. She coiled herself around me, around us, and squeezed.

"Aaaagh!"

"That's more like it," she sneered, "Iron Man was the same. So cocky in his metal cage. Yours looks special though. Alien technology. I can't wait to take it apart!"

The mech's armor was tough. Blast resistant, heat resistant, deformation resistant and bullet proof. As if that wasn't enough, the magnetic energy used to keep the limbs in place also formed a light forcefield around the cockpit, preventing anything from piercing through to the vulnerable pilot(s). It was near indestructible.

So why does this hurt so much!?

We hit the floor with a deep crunch, but somehow she was still on top, constricting the life out of me breath by breath. Her tentacles were unbelievably powerful. She was applying so much pressure that my shock absorbers were starting to dig into my heat exchange unit — which in case you don't know, is not a good thing. The cooling ducts weren't faring much better, nor was the mainframe managing my steadily discombobulating limbs. Every gear, servo and actuator was being pushed to its limit. The mech's sensors were screaming and so was I.

"How are you so strong!?"

She smirked, "How are you so weak?"

That was the last straw. A beating I could take, but I'd had enough of listening to supervillain snark.

I strained against her tentacles' grip, "I… am not… weak!"

She squeezed harder, forcing my arms back into uselessness.

No!

In my mind I heard Mysterio's arrogant voice, mocking me for relying on my mech.

Our mech.

As soon as I thought it I knew it, deep within me. Our mech. SP//dr and me. Partners. The mech wasn't just some suit. It was the one way for SP//dr and I to combine our powers, the only way to truly understand what it means to be each other. This mech had allowed me to become a spider, if only for a moment, and it had allowed a tiny spider, a rejected lab experiment, to become a hero.

In my mind, bright as the sun, SP//dr shone an image of us, together. Him on my hand, me smiling down at him, and I knew.

Friends.

"Partners."

Octavius's face crumpled up in confusion, "Excuse me?"

The left arm's elbow joint was immobilized, but the lasers weren't. I tilted my hand towards her, still pushing at the tentacle with my right.

"Eat this!"

She had it coming — and boy did it! The laser sliced right through her tentacles and dissolved the front-right side of her suit. She leapt back, gritting her teeth in anger. My sensors told me I'd inflicted one heck of a burn on her, but if she felt it she wasn't showing it.

Adrenaline, probably.

I was in control now. Punching her, just hard enough to knock her away. She was fragile. Without her tentacles she was just a woman, just a random woman. I pinned her to a toppled minivan with the palm of my metallic hand.

"I'll let the police deal with you."

Then I heard it. A gunshot. My first thought was that the police had arrived. But police didn't activate my spider-sense, not in the mech. They weren't a threat.

What—?

On instinct I turned back to look at May's swiss-cheesed house. I didn't need the mech's screen to tell me what I was seeing. Two silhouettes on the roof. One adult, one child. Miles… and an unknown entity. The unknown was falling, limp. Lifeless. My spider-sense kept throbbing, wrenching at my brain, drawing me back to street level. I couldn't believe my eyes.

"Fisk…? That's… that's really him. Wilson Fisk."

He was a man mountain, a bald rock as big as a bear. His suit was black, unlike his iconic crisp white in my world. In his chiseled fist was a gun that in any other hands would've looked enormous. I didn't know why he shot his own henchman, but I wasn't about to wait around and find out.

"MILES!" I yelled, releasing Octavius and rocketing towards my friend at full speed. But I wasn't the only one. Out of nowhere came Peter B, swinging into Fisk just as he fired off another round. The bullet went wide, Fisk went down, and Miles, carrying the mortally wounded henchman, leapt away along the rooftops. In his place came the grim chorus of police sirens.

We've gotta get out of here.

If the police here were anything like my police, they really weren't gonna like how much damage we caused. I scanned the area for Fisk's men. They were all gone, even Octavius.

Dang it!

Peter B gave me a look and thumbed for me to follow him. Reluctantly, I pulled myself away from the crime scene and swung behind him. One by one the others joined us. I hated leaving May to pick up our mess, but being arrested wasn't an option, not if Fisk was still on the run.

Mayor Fisk, a killer…

When it comes to alternate dimensions, even having the same basic laws of physics is pretty incredible. I shouldn't be surprised that someone could have a whole different personality. Even so, seeing it happen right in front of you, watching your own mayor shoot someone in cold blood…

My Fisk can't be like that, right?

As we landed amongst a thicket of snow-drowned trees I remembered Mr. Osborn telling me, years ago, about his contracts with the mayor.

Mr. Osborn has contracts with a lot of people. Doesn't make them all evil.

Noir's voice fuzzed through my mech's audio system, "Why are we in a cemetery?"

B glared at him, "It was the first place I could think of, alright? I didn't exactly have a lot of time."

Gwen stepped round a lopsided gravestone, "Where's Miles?"

"Gone. He took that guy, his uncle, with him."

I gasped, "The henchman was his uncle!?"

Peter kept his eyes on the ground, "I'm as shocked as you are, kid."

"Well we have to go find him! He could be in danger!"

Ham dropped down from a tree branch and landed on Noir's shoulder, "We've all lost someone dear to us once in our lives. I could never have dealt with that kinda pain on my own. He needs us now more than ever."

B said, "If we go after him now we'll just lead the police right to him."

"Not necessarily."

"Oh, not necessarily huh? I guess a flying pig and a red and blue mech are just everyday occurrences in your world!"

"Well actually—"

Gwen interrupted, "Alright, maybe going as a group isn't the best idea, but leaving him on his own is an even worse one. Pushing him away is exactly what led to this situation in the first place."

Peter B rested his hands on his hips, "The best thing we can do for him is to take down Fisk and get you all home."

"And who's gonna destroy the collider?"

The USB stick round B's neck glinted in the midmorning sun, "I am."

We all raised our voices in protest, but he didn't relent, "I'm the oldest. I'm basically retired. My world doesn't need me anymore. Not like Miles. This world needs him. When he's a bit older, a bit wiser, he'll be ready to protect it."

Suddenly Gwen was in B's face, "And what about you, huh?"

"I just told you."

"And I'm supposed to just accept that? Just accept you throwing your life away!?"

"Gwen, listen—"

She poked him in the chest, "No, you listen. I've lost one Peter already, there's no way in hell I'm losing another."

Peter scowled, "Well one of us is staying here, whether we like it or not."

"That's not necessary."

"Yes, it is. Miles isn't an option."

Gwen was pleading now, "B, I know what I said about him before, but I was wrong."

B shook his head, "No you weren't. Look what happened just now. He let himself be followed, and now May's house is wrecked."

"He wouldn't have even left Aunt May's if not for us."

B sighed, "You were hard on him last night. Too hard, for sure. But it wasn't just you. I put too much responsibility on his shoulders. It should never have been down to him to fix this. I'm the veteran here. Taking Fisk down is my responsibility."

I opened up the hatch and stepped out of the mech, into a bitter gust of wind. Things were heading in the same direction as last night, and I was not gonna let that happen.

"No one has to die. Miles is ready," I insisted.

Ham gave me a sympathetic look, "Peni—"

"No! Sure, he accidentally led the bad guys to Aunt May's house, but he helped us fight them off, didn't he?"

B looked off to the side, "He spent most of the time dodging."

"That's not true and you know it!"

He sighed in frustration, "I'm not trying to be mean, Peni, I'm just stating the facts," he wiped his face with his hand, "God, I'm starting to sound like Jonah."

Noir stepped in, "Look, the kid needs some work, but that doesn't mean we should just abandon him. He's one of us. A spider. And I don't know about you fellas, but I ain't willing to lose one of the only people in the universe who understands what being like…" he looked at his hands, "this…is like. And that includes you, B."

"Come on B," I said, "Even if you don't trust him—"

Peter growled, "I do trust him! What kinda person do you think I am, huh? You think I don't care about him? You think I think he's just some… some kid? Just some nobody? I'm willing to die for him, alright? If it meant he'd be safe…"

He leaned his hand on a nearby gravestone, "I used to think I was invincible. I know better now. I've lost too many people, Peni. I'm not gonna lose a single goddamn person more. Not to Fisk, not to anyone."

Noir spoke quietly, but firmly, "Forget about the collider for a second. Even if you're the one who turns it off, there's nothing stopping Fisk's men from getting to Miles while we scout out his headquarters. The kid needs a bodyguard."

Peter nodded, "Alright, fine, we'll find Miles together. But he isn't coming with us to Fisk tower."

My blood was boiling, "You don't get to decide that."

"Look, I get that you feel bad about what you said to him before, but think about how much worse you're gonna feel when he's six feet under."

I felt SP//dr stir in the mech behind me. We both pictured it at the same time. Miles, lifeless on the ground. A name on a tombstone.

My silence was all the answer B needed, "Exactly. We all know it. We'd all rather give our own lives than let him throw away his. And like I said, I'm the oldest. I also have the least to lose. My Aunt May's gone, my wife left me years ago. I'm no one. I barely even don the suit anymore."

The wind howled through the cemetery, rattling the bony branches dangling above my head.

B sighed, "We're wasting time here. Let's go find Miles, before Fisk or his goons do."


After hours of searching we eventually found Miles in his dorm room at Visions Academy. It had a bunk bed and a small desk, but not much else. It was a pillbox, the kind my mom and dad probably used to live in before Dad got his job at Oscorp.

Peter B rested a hand on Miles's shoulder, "Hey kid."

We talked for a long time about what happened. The henchman Fisk shot was indeed his uncle, just as B said. His villain name was The Prowler, but Miles didn't dwell on that for long. Instead he told us about his uncle's ability to always know just what to say to cheer him up, about how he supported Miles's passion for street art, about how kind and sincere he was. In turn we all told him about the friends and family we'd lost. I tried really hard not to cry while talking about my father. I felt completely naked in that tiny room, in front of everyone. But they all listened patiently, kindly. They understood. It confirmed for me something I'd known instinctively from the moment I met Ham and Noir: we were made to be together. All of us. For all my celebrity status I was still a loner in my own world. Here, with them, I belonged.

When B ushered us all out of the room, all of us except for Miles that is, that image of my dad, standing there in that explosion all those years ago, forced its way into my head. I went to barge back through Miles's window, but Noir stopped me.

"Noir!" I whispered.

He shook his head, "Let B handle it, Peni."

"Miles should join us!"

"He's not ready."

"B's literally gonna kill himself when he doesn't have to."

"I'd do the same for you."

"But I don't need you to."

"Peni, we discussed this."

And he was right. We did discuss it, and I disagreed with it then too. From beyond the window I heard Miles resist, "It's not fair! You've gotta tell them I can do this!"

Peter B's voice, resigned to his fate, "It wasn't their decision."

"I've gotta make Kingpin pay! You have to let me make him pay!"

"Miles you're gonna get yourself killed."

"But I'm ready. I promise—"

I watched in horror as Peter B leg-sweeped Miles off his feet. Suspended from the ceiling and holding Miles aloft by the scruff of his way-too-small Spider-Man costume B calmly said, "If you're ready, then venom strike me right now. Or go invisible on command so you can get past me."

Miles struggled to free himself from B's grip, but no matter how hard he tried he couldn't summon the energy to unleash an electric venom strike. Perfectly visible in the setting sun, Miles dangled there limp as a trapped fly. B gently lowered him to the floor, then without warning webbed him to a chair.

"Wait!" Miles yelled, but his cries fell on deaf ears.

B's final words before climbing out the window were, "I'm sorry."

With tears in my eyes I climbed back inside the mech's cockpit. Together we swung away, leaving Miles stuck in his dorm room.


We chose not to head straight for Fisk Tower. We could've been there in minutes at the speed we were swinging, but if we really were leaving Miles behind, we had to sweep the area first.

Noir noted, "Supervillains are like rats. You never know when they might pop out of the gutter and bite ya."

We checked everywhere. From Cypress Hills to Brooklyn Heights, Carroll Gardens, Bay Ridge and beyond. We checked everywhere. Noir went with Ham, B went with Gwen, and I traveled alone, flying right down to the blue expanse of Gravesend Bay. I stopped a single mugging and almost crashed into a police car, but mostly my patrol was uneventful. Much more uneventful than my usual patrol back home. I thought about what B said.

"My world doesn't need me anymore…"

My world needed me more than ever. Mysterio had been running wild for god knows how long. After all, there was no guarantee that time ran at the same speed between universes. I could get back and ten years could've passed.

Please no.

I had to hope they ran at the same speed, that there hadn't been any dilation, that I could get back there and set things right.

Except I couldn't do that. I couldn't let B take his own life.

It has to be me. One way or the other.

We met up at Brooklyn Bridge just after sunset, on top of the arch nearest Brooklyn itself. B's logic was that we'd all recognize it — assuming our Brooklyn's all had a bridge. My backup map of my New York, an archived copy of the most recent satellite download, certainly showed a Brooklyn Bridge, but the one he meant was what I called the old Brooklyn Bridge. In my world it had been submerged, half-destroyed and rebuilt time and time again, but it was still standing in the same place it always had, a relic of a bygone age. I'd always wondered what it looked like in its glory days.

"We kept the American flag," I explained to Noir, "but the rest, not so much."

He stared at the cars buzzing by down below, "I'm just glad to see it's still here."

A few moments later B and Gwen joined us.

"All clear?" Peter asked, and we replied, "All clear."

"Good. Then it's time to get this thing over with."

B crouched down, preparing to swing back to Brooklyn. Noir clapped a hand to his shoulder, "You sure you wanna do this?"

He replied without hesitation, "I have to do this."

"Let me do it."

"No. I'm not going over it again, Noir — it's gonna be me, and that's final. Now come on, we've got a world to save."

Once again we traveled in silence, though not for long. Fisk Tower wasn't far from the bridge, just a few blocks back from the East River, near the navy yard. The yard was lined with cargo cranes, and we clambered up the tallest one to observe our target from a distance.

As we climbed Noir remarked, "Probably uses this place to smuggle in his supplies."

The view from the top was incredible. You could see the whole city laid out like a 3D map, right to the horizon. It was nothing like my New York. The evening sky stretched on forever like a black ocean, interrupted only by the narrow cluster of skyscrapers littering Manhattan. No floating cargo ships blotting out the sun, no cloud-piercing communication towers or gloomy sea walls. Outside of Manhattan the were buildings were all little splotches of gray and brown, tiny dominoes clumped together in concrete islands. The parks were like lakes, outbursts of green amongst the man-made forest, and every inch of the city sparkled in streetlights and lit windows. It was beautiful, and yet somehow alien. It didn't feel like a different version of New York, it felt like a different planet.

"Peni?"

Gwen's voice. I'd let myself get distracted.

"Sorry."

I focused my eyes on our goal: Fisk Tower. From where we were standing you couldn't miss it. The tower jutted out from the buildings around it like a concrete torch, glowing from head to toe, with a crystal roof and a red carpet and what appeared to be some kind of grand reception hall on the ground floor. It didn't look anything like a supervillain hideout. At all.

Oscorp HQ looks more villainous than this.

Gwen explained, "B and I heard some bad news while we were on patrol. Apparently tonight Fisk is holding a gala in celebration of, wait for it, Spider-Man's life."

Ham groaned, "You've gotta be kidding me."

Noir added, "That no-good scumbag…"

B said, "Just means we'll need to be prepared," he looked in my direction, "Peni, you're the one that went through the computer. How do we get in?"

Now it was my time to shine, "Fisk has a private elevator that leads from his penthouse straight to the collider."

B's eyes widened in shock, "Man, didn't think it'd be that easy."

"It's not. Gwen's right about the gala. The top floor is swarming with people."

"The mech tell you that?"

"My dad was an excellent engineer."

B laughed, "Guess that's something else we have in common. Alright, so we need to crash the party. No big deal."

"It's not just that. It's… okay, so about the collider…"

Now everyone's eyes were on me.

"…Obviously you guys know I wrote a program to get us back home… sort of."

Gwen quirked an eyebrow, "Sort of?"

"Well, needless to say, they weren't trying to summon Spider-Man when we got brought in. See, the way it works is, there are these subatomic particles, Reilly particles, and they open up wormholes to things they collide with. But humans are made up of a huge number of atoms. Unthinkably huge. Hitting a human foot wouldn't open up a wormhole to feet, it'd open up a wormhole to, I dunno, somewhere with carbon or something."

B was getting impatient, "And? If it brought us here it can take us back, right?"

"Of course!"

"So what's the problem?"

"Well, it turns out Reilly particles interact with each other as well. What that means is, if you fire enough of them at something, you really can open up a wormhole to a specific object. This world's Spider-Man must've fallen into the beam."

"Right, got it. Jump into the beam."

"No! It's not that simple. You need to fall in at the right moment."

He sighed, "I knew this wouldn't be easy. God damn it."

SP//dr scowled at him with a grumpy emoji face. I asked, "Are you done interrupting?"

He raised a hand in apology, "I'm sorry. I just… this needs to go right, you know? If this doesn't work, then…"

You'll die for nothing.

He didn't say it, but we all understood it. Except what he didn't understand was that there was no way on Earth that I was gonna let him take the bullet for me.

"I get it. There's no room for mistakes," I continued, "That's exactly why I'm telling you all this. So that we can get it right, first try, together."

He stared out at Fisk Tower, "Alright Peni. Lay it on me."

I took a deep breath, "So, the program I made is based on data from when we came through. There were five blips, smooshed together and hard to read, but definitely five distinct energy levels."

Ham said, "Us."

"That's right. I programmed it to cycle through them in the order you guys said you arrived in, and, most importantly, I set it to send matter forward into the wormhole rather than drag things through. Remember what I said before about the particles opening up holes to things similar to the stuff they hit? If you hit that beam when it's pointing to the wrong world, and especially if you do it before the USB is plugged in, you won't go home. You'll either end up in some random place, stuck forever, or you'll just bring in yet another version of yourself."

B wiped his mouth with his hand, his eyes dim, "That's a lot more complicated than I thought it would be."

"Just don't fall in," I explained, "Don't fall in until the USB is where it should be."

Noir nodded, "No problem."

"And don't throw baddies into the beam, either. That could get messy."

"Oooh!" Ham exclaimed, "Didn't think of that!"

"Spacetime is a real doozy."

Gwen cracked her knuckles, "I think I've heard enough. It's time Fisk got what's coming to him."

Noir got in position to swing towards the tower, "Now you're talking my language."

B joined him, "We're about as ready as we'll ever be."

"Taking a hit is never easy," Noir said, "You can't teach yourself to be ready, you can only teach yourself to be strong enough to bounce back."

B chuckled bitterly, "Well I'm hoping we won't be taking too many hits if it's all the same to you."

"A fight's a fight."

I flexed my robotic arms, "Don't worry, I'll protect you."

Ham joined me, "Me too!"

Then Gwen, "Me three!"

B waved us away, "Yeah, yeah! Save the mushy stuff for after we've won."

Noir grunted, "Let's go."

"All together now!"

We leapt off the crane and swung over the navy yard towards Fisk Tower. A spider-team. A spider-family. United.


Getting to the elevator was a real trip. Gwen, Noir and Peter B disguised themselves as waiters, Ham was a main course, and I… was a table. Or at least, I was supporting a table on top of my mech. If Fisk hadn't decided to dress all his staff up in Spider-Man costumes for the event our plan never would've worked, but luckily for us the tyrant had no taste. We served up some bread rolls, snuck off into a hallway, and waited. The door to the elevator was guarded by two men armed to the teeth with all kinds of weapons. Cautiously we crept closer, inching along the ceiling, out of sight. None of them could hurt me, of course, but if we took out the security before Fisk went down to his pet project he'd know something's up, and then we'd never catch him in the act. Sure enough, Fisk came, his body so broad he took up almost the entire hallway by himself. His guards let him in, the elevator slid down, then we pounced. They never saw it coming. Two quick web lines zipping them up to the ceiling. Their lips were sealed, their hands bound. They weren't going anywhere.

We, however, had a date with a collider.

Noir kicked the elevator doors in with a single heavy boot. They thundered down the shaft. Not exactly subtle, but at that point we didn't need to be. He leapt in without hesitation. Ham followed, then me. I felt Gwen and Peter jump after. I felt all of us in that dim tunnel, my spider-sense humming gently in the back of my mind. SP//dr readied the shock absorbers. We were gonna need them — it was a long way down.

Noir landed running, immediately leaping out of the huge dent he left in the floor. Ham did the same with his little pock mark. My landing wasn't so graceful. I left a full crater behind. B and Gwen had to slow themselves with web lines to avoid crashing into me. Then we were all running. Running along the collider's innards as it glowed redder and redder.

Overhead a female voice droned, "Initiating collision in five…four…three…"

On we went over a maze of pipes and girders. The collider was spinning, bringing the Reilly particles in from the network of tubes built under the city, a machine as big as Manhattan, maybe even bigger. Pre-empting it was out of the question now.

"Two…one…"

The beam in the distance coursed into the beam flaring out from the emitter below. We were in a tube, a vast tube, a chamber as tall as a small high-rise, and twice as long. The beams burned in every color you could think of, swirling into each other as they focused on whatever target Fisk had in mind. It was now or never.

Gwen looked at B, "Peter, you don't have to do this. Let me be the one to stay."

Hissing through his teeth as a wave of glitching tore through his body, he replied, "It's okay. I've made up my mind."

I couldn't even imagine how painful it would be to die like that. To slowly disintegrate, atom by atom.

He should've let Miles come.

Though I didn't want Miles to get hurt, either. There was no perfect way. No perfect way except to send them home myself.

There 'll always be another hero for my New York. Someone will find a way to stop Mysterio, one way or another. I could even send you back without me, SP//dr.

SP//dr didn't like that.

No, you're right. If we stay, we stay together.

B swung off across the top of the beam of accelerated particles. The rest of us followed, joining him as he stuck himself to the chamber's ceiling.

"I'll put the goober in and take over the beam," he called, looking over his shoulder, "After you're gone, I'll blow it up. Good luck guys."

He went off on his own, punching each of the chamber's tightly-packed hexagonal tiles, feeling for the one that hid the emergency control unit, till suddenly—

I gasped, "Peter, wait!"

Even the early warning wasn't enough. In a flash Doctor Octavius burst through one of the panels and punched Peter B away with her translucent tentacles. As I went to chase her down the mech's sensors registered laser fire overhead.

"Oh no…"

They were behind us. A small army, all carrying laser weapons, lasers that could eat through any of my friends in an instant.

Gotta stop those first.

Back we went, back the way we came towards Fisk's gunmen. Scrambling across the thin platform they were lined up on I webbed as many as I could and slung them away from the beam, into the collider's network of pipes, but I was still surrounded — and there were even more above me. I saw Noir leap towards them, gun in hand, then he glitched too, just like Peter did before.

Is the beam making us decay faster!?

I didn't have time to work it out. I jumped in front of him, blocking the laser fire with my mech's shielding.

"Don't worry, I've got you covered!"

Deeper in the pipework Gwen was knocking out goon after goon, but then she started glitching as well.

I webbed up the guys shooting Noir and dived for Gwen, "Hang on Gwen, I'm coming!"

Then, as if it couldn't get any worse, I saw the one guy I really didn't wanna see.

"The scorpion…"

Dodging wasn't an option. He was too close. I took a direct hit from his claw and went reeling down to the base of the collider's chamber.

"Aarrrghh! Why is he so fast…!?"

We spilled over into the chamber proper. Up above me the beam burned sun-bright, forcing me to squint. SP//dr tinted the glass just in time for the scorpion to jump on top of us. He reared his stinger back, thrusted it forward, then—

I caught it. In my metallic hands I caught it, just barely holding it back. But I wasn't the beaten girl who came to this world. No, I knew better. I had people who needed me, and I had no intention of letting any of them down.

"You call that a stinger!?" I snarled through gritted teeth, sweat rolling down my brow, "I'll show you what a real stinger looks like!"

I let one of my magnetic hands fall off to reveal the serrated saw hidden in my arm. It was supposedly unbreakable.

Guess I'm about to find out.

Mercilessly I drove it into his tail. He didn't even flinch as sparks flew off of it, scattering across the glass like molten snowflakes.

"Get OFF!"

With all my might I kicked at his chest, sending him flying. I ran over and reattached my hand. As I did, the ground began to shake.

"What now!?"

A huge tower rose up from the floor, climbing towards the beam.

"Oh no…"

They were gonna bring something in, warp something to this world. As soon as it touched the beam reality would begin to deform to make it happen.

Gotta stop it!

I called out, "Guys, there's—!"

I looked up and was struck speechless by what I saw. Miles, in the flesh, beating up Doctor Octavius.

"Miles!" I cheered. He knocked Doctor Octavius out of the air and gave me a wave. But the good mood didn't last long. The tower had begun to intersect with the beam, and I could feel the difference.

"Oh god…" I whispered, clutching my stomach, "Is this what it feels like to have your atoms disintegrate?"

The entire chamber started deforming all around me. Buildings and vehicles and random lumps of metal started bubbling up out of nowhere in a rainbow mess of non-euclidean geometry. My spider-sense was going haywire.

"Can't tell where anything is!"

Suddenly something heavy whacked me in the back. Instant headache. Then I was up, on a cruise ship, on a sign, on a skyscraper tipped on its side. The scorpion was in front of me, clacking his single, menacing claw.

"Why won't you leave me alone!?"

I got to my feet, threw some sloppy punches. He dodged them all.

Rockets…

Explosives always did the trick, and there were no civilians around for me to worry about, either.

"Alright mister, you asked for it!"

From out of my back rose a chamber of six missiles. More than enough to level a building. With a normal human I'd never use this much force, but I had a feeling this guy could take it. I launched all six of them simultaneously. In the blink of an eye they shot across the building's glass face, way too quick for him to dodge. Before he even had a chance to register his own doom they were right in front of him.

Then I glitched.

"No!" I garbled. The missiles glitched just the same as I did, passing harmlessly through the scorpion's chiseled body.

He laughed, "Nice try, little girl."

I stumbled towards him, readying the laser in my left hand. I didn't get to use it. Whipping his tail into position, he stabbed the joint in my left leg and sent me back down to the floor.

Crap!

He punched the mech's window with his human hand. Over and over. Splintering it with every strike.

How can he be so strong!?

I saw the claw, outlined in danger red on the screen. If his bare fist was enough to fracture the class, the claw would go right through it — and me. I swung my arm out to grab it, quick as I could, but I wasn't quick enough. He caught me mid-swing, and finally, with murder in his eyes, thrust his stinger straight through the mech's reinforced window.

If not for the sheer force of the mech's magnetic armor the gigantic needle would've made short work of my skull. Luckily for me the mech was made of tougher stuff, and his stinger became lodged where it struck, jammed in the jagged hole it made. I readied my laser once again.

This time I'll get you.

He was still focused on dislodging his stinger. The laser finished charging, maximum power. I aimed it as best I could, then I unleashed the energy all at once. It burned through his human arm, searing skin. He tried to pull away, but his stinger wouldn't let him.

Go down already!

In a fit of rage he grabbed the arm firing the laser and in a single savage motion snapped it in two.

I screamed in agony as all the nerves in my human arm began to burn. SP//dr immediately cut my connection to the mech, sparing me any more suffering. Now I was just a girl in a fancy seat.

"SP//dr…"

He had no choice but to endure that pain, and I had no choice but to watch as the scorpion finally wrested his lethal stinger free of the glass. He leered at me like a cat watching a goldfish, then he wound up for one last punch. The glass wouldn't protect me from this one — the structural integrity was all but zero now. On the screen I saw SP//dr redirecting all energy to the emergency forcefield.

What are you doing!? That forcefield won't protect you!

Like a bubble it would shield the human pilot. But in turn the mech would lose any magnetic protection, becoming nothing more than a well-built metal shell.

I leaned forward, ready to key in an override. Luckily I didn't need to.

"OOF!" the scorpion huffed, grimacing in pain as a colossal anvil cracked down on his skull.

The culprit strolled up to him with an innocent look on his face.

"HAM!" I cheered. The relief was so intense that I almost started crying there and then.

The scorpion, who was easily ten times Ham's size, snickered, "What are you, some kind of silly cartoon?"

Ham's expression darkened, "You got a problem with cartoons?"

The scorpion didn't wait. He immediately threw a titanic punch at Ham's small head. But Ham was fast. He dodged the blow easily, and struck back with his own. Every attempted strike by the scorpion was met with ten from Ham, and slowly but surely the scorpion began to get disoriented.

"You pest!" he roared, and he leaped into the air.

Ham was ready. Pulling his trusty mallet out of his back pocket, he took aim like a batter on the home plate. As the scorpion swooped in Ham home-run'd him straight in the jaw, sending him spinning.

"GO ON HAM, YOU CAN DO IT!"

One more on the head, in the back, once on each arm for good measure. The beast was down for the count. From behind his splayed body came Noir. His gun shone emerald green in the beam's ethereal light.

"You son of a bitch," he growled, placing the gun to the scorpion's head, "this time stay down."

Suddenly the building shifted beneath us.

"Whoa!" Noir cried. His chance was gone. The scorpion had already come back to his senses. He snatched the gun and crumpled it in his claw.

"I'm not afraid of your toys, little man," he said in a low voice.

He rammed his tail into Noir and crushed him into the glass below. The building continued to tilt further and further, making the mech slide.

"SP//dr!"

But I already knew, from our psychic connection, that he couldn't stand now. The mech was totaled.

"Gotta get you out of your cockpit."

As I keyed in the sequence to free SP//dr I heard Ham cry out behind me. I turned and saw that the scorpion had him by his feet. The monster was readying his claw, aiming it at Ham's head.

"NO!"

Without thinking I shouldered my way through the mech's fractured window. I tumbled to the floor, got up, kept running. In front of me: the mech's dislocated arm, the scorpion, and the collider's endless streaming rainbow. I went for the arm.

Too heavy.

I thought, yet still I grabbed it, and somehow, lifted it. That got his attention.

"Not as puny as you look!"

Those were the last words he said. Straining every muscle in my body I prepared to swing.

I'm Peni Parker.

Dragging the arm up, round.

Child genius.

Charging towards him, screaming at the top of my lungs.

Hero of New York.

The arm thundered into his exposed gut, winding him.

"Stay! DOWN!"

Off his feet, into the glass, rolling and rolling. I released the mech's arm and it sailed after him, clunking into his face. Like a dead fish he tumbled off the edge into the chaos below. Struggling for breath, I collapsed face-down next to Noir.

"Damn, Peni," he coughed, "Didn't know you had it in ya."

I laughed feebly, "Nor did I."

From above, Ham said, "I know you guys are having fun, but in case you forgot, we've got a job to do."

Noir dragged himself to his feet, "You got that right."

I tried to push myself up, but my arms were jelly.

"Ugh," I grunted as my cheek met hard glass once more. Then a pair of gentle hands lifted me up.

"Noir…"

"Come 'ere," he said, flopping me onto his back.

"We have to save SP//dr…"

"Way ahead of you."

The mech's emoji screen was flickering erratically. My connection to SP//dr told me that the power was fading.

I tapped on Noir's shoulder, "Put me down, I have to get him out."

Shakily I dropped down onto my own two feet. I searched round the mech's exterior for the emergency exit. It was dented, stuck in place.

"Hang on buddy."

With the last remaining strength in my arms I pried it open and he came scampering out, rushing up my arm to the safety of my hair.

I stumbled backwards, "Okay Noir, I think I'm ready for you to carry me again now."

Ham joked, "You sound drunk."

I managed a laugh, "If this is what being drunk is like, I'm never gonna ever drink alcohol, no matter how old I am."

Noir asked, "Need me to carry your mech?"

Ham gave me a sorrowful look. I explained, "No… it's…"

Gone.

Beyond repair. My dad's mech. My mech. The mech we designed and built together.

I felt a tear fall down my cheek, "It's gone… that was all I had left of him, and now…"

Noir took my hand, "As long as you have your memories, he'll be there, Peni."

I wiped my eyes, "I guess so."

The building gave another violent lurch. The mech began to slide away towards the technicolor vortex below us. Then from the ceiling we heard—

"Guys, I got control of the beam! Get over here!"

"That's our cue," Ham said, "and not a moment too soon."

"But—" I sobbed.

Noir lifted me onto his back, "Sorry doll, Ham's right."

Far too quickly we leapt into the air towards Miles. I looked back over my shoulder and watched as the building, and what remained of my mech, sunk into the beam and disappeared.

Goodbye…

SP//dr showed me images of us together at some work bench somewhere, drawing up blueprints and tinkering with computer chips.

You're right… the important thing is that we're together. You and me forever, SP//dr.

Miles smiled at me as we latched onto the ceiling, "Nobody told me it'd all be in Japanese."

Through bleary eyes I examined the control panel. Writing in Japanese is an old habit I got from my dad. Japanese characters are much more efficient to type, and especially to read. I must've been so tired I didn't even think that someone else might be using it.

Well, I was gonna give my own life, after all.

But now I didn't have to. Calming myself down as best I could, I explained everything to Miles, and he easily figured out how to configure the beam to point to my home universe.

"Alright, portal's open. You first, Peni."

I had so many things I wanted to say, and yet somehow my mind was completely blank. For a moment I just stared at them all, one by one, in the soft purple light that the beam had taken on now that it'd been stabilized to my universe.

There was so much to say, and so much that could never be said. Will I ever see you again? Will you still remember me years from now? Will my memories disappear once I go back?

In the end, the words that left my lips were, "It's nice to know I'm not alone."

Miles grinned, "I never thought saving the multiverse would get me so many friends."

I'm gonna miss you so much. All of you.

"Thank you guys…" I said, trying my hardest not to cry, trying my hardest to make sure that they remembered me smiling and happy, "…from both of us."

We all hugged then, stuck there on the ceiling, suspended above an impossible wormhole. It felt good, like the hugs my dad used to give me. Then it was time to go.

"Goodbye."

As the tears forced their way out I gave a quick salute and dived into the stream of pure energy. My friends got smaller… and smaller…and the light got brighter, till finally they all but disappeared.

Suspended in nothingness, no one was around to watch me cry, so I let my tears flow freely.

"I loved them," I sobbed, "And now I'll never see them again."

"Peni!?"

I yelped and jumped back in shock. I was in the main hallway at Mason Banks, near the front entrance — at least that's what it looked like. The reception desk was there, albeit unmanned, and the doors looked the same, and there was—

"Harry!?"

He grabbed my arm and dragged me to the side, "Where have you been!? Everyone's looking all over for you."

"I—"

"You know what, forget it, we haven't got time. You need to hide," he looked around frantically, "Is there like, a secret lab here or something? We can't stay here, Peni, we can't!"

"A secret lab? I don't think so. Harry, what's going on?"

Now he was crying, "They're coming for my dad. Mysterio and his army."

"His what…!?"

"They took Cindy…"

"They took Cindy!? How long was I gone?"

He could barely string a sentence together through his sobbing, "I don't know, maybe a week? I lost track of time."

"What day is it? Where are the teachers?"

"There is no school. Everything's gone crazy! Dad told me to hide here till things were under control. That was two days ago! I tried calling him but he won't pick up!"

"Oh boy…"

No mech, no Cindy, no spider-friends, and apparently no Mr. Osborn, either. The odds were stacked against me about as much as they possibly could be. I thought of Ham, Noir and the others back in old New York, and my heart ached.

I miss them already.

I didn't even want to think about never seeing them again. I had to see them again, and to see them again I had to set things right here, in my own world.

I took a deep breath, "We need to go to Oscorp."

Harry looked at me like I'd just popped my head off my shoulders, "Oscorp? Are you serious? It'll be swarming with Mysterio's creepy cultists."

"We'll just take the fun route."

"The fun route?"

"There's more than one way into a place, Harry."

Like straight down a private elevator, for instance.

He paced away, shaking his head, "You're crazy."

"Waiting here is crazy."

He kept pacing, "I guess in your mech it'll be fine."

I averted my eyes from his gaze, "Yeahhhh, about that."

His face dropped, "No."

"Look—"

"You didn't."

"Well, I didn't—"

"Peni you can't be serious."

"I can fix it. Well, more like rebuild it."

"Oh my god you're serious…"

It was gonna be a tough journey. Near impossible, probably. The whole place could be wrecked, everyone could be dead. I didn't know how bad things had gotten, and nor did Harry. We were both blind in that respect. A week ago I might've given up, just accepted Mysterio's victory, but not anymore. I'd seen how things could be. I'd learned what real freedom felt like, what friendship and teamwork felt like. With SP//dr's help I'd finally defeated Octavius, and though I lost my mech in the process, I'd even defeated a cybernetic super scorpion with my own two hands. I was ready.

I can do this. We can do this.

SP//dr, the best eight-legged cheerleader in 3145 AD, sent me his support through our psychic connection. He'd always believed in me, just like I'd always believed in him. As Harry and I collected supplies for our journey he sent me every ounce of positive energy in his tiny body. As we walked back to the main entrance, weighed down by makeshift armor and half-baked weaponry, he colored my thoughts with images of us swinging freely through New York's maze of sky-piercing towers. As the school's autodoors opened onto a strobe-lit night, he gave me bright daydreams of the mech sitting happily in my aunt and uncle's backyard. And though the sky was dark, and the world was broken, in that moment I felt certain that I had what it took to set things right.

Chapter 11: Sleight of Hand (Part 1)

Summary:

The first of a two-part interlude where we dive into the origin of Peni's tormentor, Mysterio!

Notes:

Got a surprise for you guys this time! A two-parter from the perspective of Mysterio! This time, we're diving into his past, and next time we'll finally get to learn how he messed with Peni's head way back when this story began!

Warning: this chapter is a bit more violent than past chapters. There's no gore, but there are explicitly described fight scenes and a bit of blood. There'll be plenty of those to come in later chapters, too. I've added a graphic violence warning just in case.

Recap of last chapter: Last chapter, Peni battled her way to the collider with the help of the Spider-Fam. Everyone was ready to give their own lives to let the others go home safely, but then Miles finally found the strength to swing himself into action. However, just as he defeated Doc Ock, Peni suffered a serious blow from the Scorpion. He stabbed his way through her mech, forcing her to flee it. With Ham and Noir's help she took him down, but it was too late. Her mech was beyond repair. Forced to return home without it, Peni was beside herself with grief. But she had no time for sadness; she materialised in Mason Banks to find Harry in a state of panic. He told her that his father was missing, Cindy had been kidnapped, and somehow Mysterio had amassed a cult army to attack Oscorp properties around the city. Peni decides she has no choice but to strike out to Oscorp HQ and rebuild the mech with Harry at her side. But first... we take a look into the mind of her tormentor: Quentin Beck, the almighty Mysterio!

Chapter Text

(POV: Mysterio)

I always knew I was destined for greatness, even as I sat amongst my father's discarded beer cans in front of the all-consuming widescreen TV. My father wouldn't know art if it punched him in his pig face, but he loved the silver screen. Every day after clocking out at the factory he'd park himself on the couch he'd half-broken through neglect and stream movies late into the night. Eventually he'd fall asleep, and that was when I, Quentin Beck, truly came alive.

To a child the world of cinema is like another universe. I watched films voraciously, across every genre you could imagine. Old detective classics, science fiction epics, love stories, slasher films and even the occasional historical drama — I watched them all, burned them into my mind. As early as middle school I began writing my own screenplays and animating them, uploading them to websites like Streamvault, Knekt and even the mighty Youtube. I had moderate success: a couple thousand views, the standard run-of-the-mill comments (including the ever insufferable 'lol' and 'FIRST'). Nothing befitting a writer of my depth.

Failure is frustrating, but I knew I was a genius. The world just couldn't see it yet. I needed to go bigger, much bigger. Many times I fantasized about creating stories for the (at the time) state-of-the-art direct-to-brain headsets. Imagine being able to live in a film, being able to experience every moment with all the vitality and excitement of real life! But they were much too expensive, within the grasp of only the supremely wealthy. The film makers were much the same — a lucky few who happened to be in the elites' favor when the technology finally hit the market. But I was ambitious. I knew if I put my mind to it, one day I could be there, living in the upper echelons of the city, dreaming dreams for the rulers of the universe.

My mother, unlike my father, supported my passion for the arts. She bought me my first camera with her own money, saved up from doing odd jobs for our neighbors in the run-down tower block we lived in. I wasn't a particularly socially adept child. I was prone to rambling, and even at the best of times spoke quickly and incoherently. But still she listened, always ready with a question, always there with a smile. As far as my father was concerned I might as well not have existed, but in her eyes, I was special. In my darkest hours, when I felt like no one in the world cared about my ideas, I knew I could always count on her to be there for me. It was her support that kept me going in those early days, and it was her support that convinced me that I should never give up on my dreams, no matter what it took.

With my mother behind me I pushed forward, writing script after script after script, honing my craft. In a just world, my effort would've been rewarded with commensurate success. Unfortunately we do not live in a just world, and rather than showering me with the riches I rightly deserved, great Gaia instead opted to nip my flower in the bud, long before it had a chance to bloom. The year was 3127. I was fourteen, in my last year of middle school in the Riverside district of Greater Los Angeles. We were putting on one of the ancient plays for the school festival: Romeo and Juliet. I was the only student who knew the play when it was announced by the teacher. I was also the best actor in my class, no doubt the best actor in my entire year group. I was a perfect choice for Romeo. However, there was one problem.

"You're too ugly to play Romeo!"

The girls said it matter-of-factly, as if it were obvious to everyone. They said it just the once, then immediately moved on to discussing those they saw as more appropriate choices for the lead role. Naturally, the most handsome boy in class, Joseph Smith, was selected by a near-unanimous vote. I was relegated to the part of Friar Laurence, a wizened old monk. I learned my lines so thoroughly that I started hearing them in my dreams, and on the day of the festival I played my role perfectly. Joe, on the other hand, forgot at least half of his lines, and was forced to improvise. He turned the venerable play into a farce, replacing beautiful poetry with crude jokes and pop culture references. Yet the audience laughed! They laughed and laughed and after the show everyone and their uncle came over to praise the prettyboy who had made zero effort and gained everything in return. The only person who congratulated me was my mother.

"Well done, Quentin!"

At the time I was disgusted, disappointed, even heartbroken. Now I look back and see it as a valuable lesson. This world is full of idiots. You know them when you see them, those zombies walking around with that glazed look in their eyes. You can feel it when they speak, feel their utter lack of comprehension. They don't understand a word they're saying, and they don't even know it. Yet it's by their yardstick that great minds such as my own are judged and deemed inferior.

As a child I was too young to understand this, even after my humiliation at the school festival. I was still naive. I had hope. I decided that my school was, naturally, full of fools, but that an establishment dedicated to the great art of cinema would see my talents. My skill needed an expert eye, not the eyes of some plebian. This conviction kept me going through high school, even as all the other students did their best to distance themselves from me. I wasn't a pariah so much as I was simply invisible. A nobody. I did well in class, but not as well as the best. I wasn't in the right crowd to be selected for the football team (not that I had any interest in their neanderthal sport). Girls didn't approach me, didn't even look at me in fact. I did have one friend, a boy named Jonathan Ohnn. He was a brilliant student. Extremely quiet. Neither of us belonged with the general population, both too exceptional in our own ways. After weeks of sitting alone in the cafeteria I spotted him through the crowd, equally as miserable and alone as I was. I decided to change that, out of desperation more than anything else. Of course, my luck being as it was, his family moved to the east coast just one year after we became friends, leaving me alone once again. Little did I know that our chance meeting would change the course of my adult life years later.

Enduring highschool on my own was a nightmare to say the least. Yet I persevered, and after graduation landed myself a position in a prestigious acting academy. This was the beginning of my new life, I thought, a chance to turn things around. Certainly, I was a gifted student. The teachers recognized it, and for my efforts rewarded me with near-perfect marks. For three years I trained there, honing my craft, and at the age of twenty-one, in the year 3134, I left with the highest possible diploma and glowing commendations. All the weight of those blunder years at highschool fell from my shoulders, and I breathed in the sweet air of success.

Then my personal tutor, the staff member assigned to guide me and help me transition into a life of professional acting, handed me a card for the guild of professional stuntmen.

"I don't understand," I said.

She smiled, "You'll be great."

"I can do better than stunts."

Maybe it was the way her smile sagged, or the way her face stayed just slightly too still, but I couldn't help but feel there was something sorrowful in her expression. The truth is, she knew what didn't: that only the beautiful get to succeed in this world. If you're ugly, or in any other regard abnormal, then you can kiss your chances of widespread acclaim goodbye.

Snubbed yet again. I was so frustrated that when I got outside I kicked my beaten up old Ford so hard that I broke my little toe.

"Blast it!"

I threw the number for the guild of stuntmen in the trash and instead auditioned for every film I could find, broken toe be damned. Every time it was the same. I applied for the lead, the role of the hero, and instead ended up as the janitor, or the coachman, or 'Ape Man #6'. One time I auditioned to be the villain, a hideous scientist living in a mountain fortress, but even then I got pipped to the post by some fresh-faced buffoon. I started to recognize their type. Every audition had one. Someone so perfect they looked like a Greek statue brought to life. Inevitably blonde, always with perfect skin and sparkling teeth. Male or female, they got the role they wanted. But they weren't the only ones. Even those who were less perfect (the snout-nosed and freckled, the unlucky souls who had to wear glasses) fared better than me. It seemed like everyone but me seemed to get something of merit. I knew it wasn't my acting. It couldn't possibly be my acting — acting of a skill so supreme that even the academy's visiting masters stood up and took note. I was brilliant. I knew it, they knew it. Yet they never picked me.

One time, after my sixth rejection in as many days, I asked the casting director, "Look, I've been rejected from every role I've applied for. Is there something I'm missing? Something obvious I'm doing wrong?"

He looked me in the eyes and answered honestly, "You just haven't got the face."

Just like at school it was spoken without malice. Simply a matter of fact. I didn't have the face. It wasn't my skill, or my mind. It wasn't a lack of effort. I was just… ugly. Born ugly. Irreparably ugly.

My mother consoled me, "You aren't ugly, sweetheart. You'll land one of those big parts someday."

But someday wasn't soon enough. With every passing year I was aging out of the roles I wanted, slowly but surely. The pretty faced college graduates were already beating me — I wouldn't stand a chance once I hit my thirties. I needed a solution, and fast. The answer came as I returned home from yet another failed audition, calling out to me from a billboard along one of the state's many mega highways.

COSMETIC GENE THERAPY, it said, CHANGE YOUR FACE, CHANGE YOUR LIFE!

Despite my age I still lived with my mother. She refused to charge me rent, told me I could stay as long as I needed. It was only her limitless mercy that allowed me to forsake work in favor of grinding through auditions. If I'd had to work in an office, or worse, a mini mart, I would've lost my mind long, long ago. My father would never have stood for my selfish behavior. Luckily for me he was already dead by that point, killed in a traffic accident, leaving only his widescreen TV behind. My insistence on seeking out a lead role kept us on the brink of financial hardship, but my mother, bless her heart, still tirelessly supported me in my pathetic quest for greatness. Though I was in all respects a complete failure, her belief in me was as strong as it had ever been. In her eyes, just like when I was a child,I was exactly as great as I knew myself to be.

She was adamantly opposed to the surgery.

"You have a lovely face," she insisted, "It doesn't need fixing."

"I need those parts, Mother," I explained, trying not to get frustrated, "I don't want to be an extra my whole life."

"You're a brilliant actor."

"I know. Which is exactly why I must do this."

It was an expensive procedure. Experimental. Only one clinic in the entire country offered it, and that clinic was in Downtown L.A., right in the heart of the city's impenetrable maze of highways.

Driving into town is always a living hell. You travel twenty miles in two hours on a good day. As soon as I hit the I-10 I knew I was in for it. Cars for eternity. I looked out of my window onto concrete barriers and a sea of billboards. Advertising space is easy to come by in South California. Before the climate crisis the land was blanketed by a patchwork mixture of farms, solar panel arrays, and the occasional small town. Now it was a half-dead swamp. Beneath the murky water sat the remains of the twenty-first century's pitiful attempt at sewage control. Even in the midst of unending droughts they couldn't stop the ocean from swallowing their cities. The only mercy of my generation is that we learned how to control water. We had to. If I could look over the barriers and peer between the gargantuan billboards I'd see it, the mesh of drains and filtration systems siphoning the ever-encroaching ocean into one of the state's numerous water purification plants. California has certainly been on a journey. First a farm state, then a barren desert, now a mud-choked bog.

The ocean is a cruel mistress.

Slowly but surely traffic crept along the road. The I-10 was in fact a series of freeways layered on top of one another, but no matter which you took you'd be in for a wait. Some fools tried to game the system, switching between the mega freeway's strata over and over as they searched for the 'fastest' layer. I opted for the wiser strategy, and simply listened to an audiobook. It was an old favorite of mine, a compendium of Greek mythology. The tales of Zeus and his quarreling family of gods never failed to amuse me, no matter how often I heard them. In their time, those stories of gods and men existed to help explain the complexities of everyday life. In the absence of science, stories of Demeter's ill temper explained sudden frosts; battles between Zeus and Poseidon explained the tempestuous nature of the seas. Mythology is a window to man's soul, or perhaps a mirror, humanity's attempt at understanding itself. In a way it's quite beautiful — as beautiful as humanity can ever be.

"We can reach such heights when we try," I mused to myself.

Humanity is rich with potential. But it's also filled to the brim with the worst kind of mediocrity. Think of the people who waste their hours wondering which celebrities are sleeping together, or those who unthinkingly believe everything the news regurgitates at them.

"Imbeciles," I mumbled to myself, getting frustrated even as I tried to relax in the glacier of vehicles.

What humanity needs is a leader. A god. Someone to show them the way. And in this world the closest man can come to a god is to be an actor. With enough influence, even the wealthy will start to care what you think. I could name countless actors whose fame has enabled them to secure massive funds for their pet charities.

"But I'd do better."

Yes. I'd use my fame to shift the course of all of humanity, and I'd start by turning the tables on people like Joseph Smith — leeches coasting by on their good looks alone. In my world, looks would count for nothing. No amount of personal grooming or genetic luck would help you once I was supreme. Only the very best would rise to the top, the true best, as it should be. I'd show all of those directors who snubbed me just how incredible I am. They'd be begging for mercy, and I would show them none.

By the time I reached downtown night had already long since fallen. The freeway was walled with angular skyscrapers slathered in electric billboards. The sky, so empty in the barren wastes between towns, was now clogged with traffic-jammed mag-lanes. Cars to the left, cars to the right, cars above and below. L.A. was a driver's paradise and a driver's worst nightmare all at once. I stayed off the mag-lanes, went deeper, pulling off into the maze of one-way roads that knotted through the city's core. The clinic was located not far from the New Staples Center. The original Staples Center had been one of the few buildings to survive the floods mostly intact. Even before the calamity of 2562 they were dredging it out of the gorged ocean. As the waters rose higher and higher they kept elevating it, raising it on specially reinforced platforms. Eventually the mechanisms wore out and the center stayed where it was. Luckily for L.A. the waters stayed put too. Every year the politicians argue about whether to fix the platform's elevator or not, and every year it ends in a stalemate, with half of them arguing that leaving it alone is a symbol of human resiliency, and the other half arguing that fixing it is a symbol of the exact same thing.

The clinic sat in the crook of an overstuffed underpass, wedged between a drug store and a 24/7 mini mart. It was small, but tidy. The inside was pristine, like the interior of a brand new refrigerator. Before I even reached the crystal clear reception desk I was greeted by a woman with strawberry red hair. She took my limp hand and shook it.

"You must be Mr. Beck."

Every part of her face was perfectly in proportion. Even the tiny hairs on her upper lip were all perfectly arranged.

I struggled for words, "That's… right."

She was the most beautiful woman I'd ever seen. She led me through some frosted autodoors and introduced me to a man in a crisp white uniform, something between scrubs and a lab coat. He put his tablet down on his enormous desk as I entered and smiled at me warmly.

"Hello Mr. Beck. My name is Miles Warren."

He was a geneticist. A foremost expert in his field — or so he said. I had in fact researched the clinic before arriving, and everything I could find attested to his incredible scientific mind. He was a radical, a maverick, but his science made sense. He'd proven its efficacy on animals. All he needed now were willing human test subjects.

"I can't do it for free," he explained, "But I've reduced the price as much as I can."

Standard cosmetic surgery was cheap, but its scope was limited. A small fix might go unnoticed, but big changes would always look fake. My beauty needed to be natural, and long lasting too. Changing my genes was the only option. I needed every inch of my body to be as beautiful as that of a Greek god.

I gave Doctor Warren what amounted to half a year's earnings. To a successful actor it was a pittance, to me, it was a necessary sacrifice. My salvation was worth any cost. With beauty, I'd finally gain entry to a society that had relegated me to the outside since childhood. I would, finally, be free.

"These little viruses," he said, flicking a bag of clear liquid suspended above my hospital bed, "will transfer their perfect genetic material to the host cells they infect. In your case, that's a great many cells indeed."

He walked to the computer across the room and keyed something in, "Once they've done that, your cells will use that new genetic material as a blueprint when they replicate. Within hours your body will start changing, and after a few months you'll be a new man. A completely new man."

Looking over his shoulder he asked, "You've signed the forms?"

He was referring to the liability waiver.

"Yes."

"Excellent. It's just a precaution, you understand. The typical worst case scenario is that nothing happens at all," he smiled, "And I'll be here observing you, so there's no need to worry, Mr. Beck."

"I'm not worried. Having this face is a living death as it is. True death doesn't scare me at all."

The therapy didn't fail immediately. The first thing I noticed was a tingling in my fingers. I told the doctor this.

"We're re-writing your nerves," he said, "A bit of pins and needles is to be expected."

It was only after a few hours that real pain began to set in.

"My chest is burning!" I complained through gritted teeth.

"Your pulse is normal."

As inevitable as the tides the pain sank deeper and deeper into my body. No amount of pain killers could dull it. I screamed my throat red raw as the nurses fussed about me, pinning me down and stabbing me with a volley of medicated syringes.

At some point I passed out. When I awoke, the pain was gone.

"Ah, Mr. Beck," came Doctor Warren's voice. Inexplicably I felt anxiety rise in my numb chest.

"Doctor…"

His eyes were locked tightly onto mine, unflinching, "The procedure has definitely had an effect."

"Oh thank god!"

"But not the one we wanted, I'm afraid."

I froze, "What do you mean?"

"The important thing is you're alive."

I tried to sit up, but restraints held me to the bed, "What is this?"

"You were in a lot of pain."

I strained against the tight straps, rattling the bed, "I demand you let me out this instant."

"Your mind is still recovering."

"No it isn't. Let me OUT!"

The straps started to tear.

Such strength

Stronger than I ever had been before. The doctor held his hands in front of himself nervously and said, "Alright, alright! I'll let you out. But first, I need to show you your face."

Increased strength was a welcome change, but the real change I needed was in my appearance. Despite the doctor's demeanor I had hope for something positive in the looks department. As far as I was concerned, any change in that area could only be a good thing.

Oh how wrong I was.

Holding a mirror at arms length, Doctor Warren spoke softly, "Now, I need you to remain calm. It's nothing we can't fix."

The thing I saw staring back at me could barely be called human. It was all veins, a mottled blob of flesh, a bulbous sack covered in stretch marks and bruises. I could hardly breathe.

He tried to reassure me, "Not all of it is permanent."

I slapped the mirror out of his hands, "Not ALL of it!? None of it should be permanent! You promised me a beautiful face!"

He backed away in a hurry towards the array of needles on the far desk. He plucked one out of its holder.

I growled, "Don't even think about it!"

With a mighty roar I tore my way out of the restraints and staggered towards him. He lunged for me, needle in hand. But I saw it coming. I dodged to the side and he impotently tumbled forwards, losing his balance. The needle fell to the floor. I grabbed him by the scruff of his overalls and slammed him into the desk.

I hissed, "I should kill you where you stand."

He was frantic, "I told you, I can fix it! I can fix it!"

"Don't lie to me, Doctor Warren," I pointed to my disfigured face, "Thisis what your so-called perfect DNA created."

"We just need to change the sequence. These things are very delicate. Give me another chance, no extra cost. Even if we can't fix all of it, surely we can fix some of it."

As he promised me these sweet nothings a strange thought entered my head. No, more than a thought. A knowing. I knew, even as he smiled and offered to help me for free, that he was lying. The knowledge wasn't like suspicion. It was a pure instinct, an absolute certainty. And I didn't just know he was lying, either. Something darker brewed beneath his fear, and as I pondered that sensation I realized what it was.

He wanted to kill me. In fact he almost certainly would kill me, if I gave him the chance. This I knew for certain. I knew it with the same conviction that I know my name is Quentin Beck.

The knowledge brought me a strange sense of peace. Still holding him in place, I said in a calm voice, "Doctor Warren, you've convinced me."

Nervous laughter escaped his lips, "Really?"

I reached for the syringes. Some of them contained samples of the viruses he gave me, "Absolutely. You've convinced me that I have nothing to gain from working with you."

His face dropped, "What?"

I didn't wait. Grabbing his neck I bent him over the desk so that the fluorescents blinded his panicked eyes.

"Stop!" he yelped.

I drove the first syringe into his shoulder. And the second.

"Aaaaaggh!"

The third I stabbed into his neck. The fourth into his arm.

I spat, "Thought you could use me as a guinea pig, did you!? Thought you'd take my money and run!?"

"Please!"

Another needle for the doctor. I was running out of things to inject him with, "You disgusting rat! I'll kill you! I'll kill all of you for doing this to me!"

I heard the door open behind me. Security guards equipped with taser rods. Unlike Warren they weren't afraid.

I shoved the half-conscious doctor to the floor, "Gentleman."

They charged for me without warning. But I didn't need a warning, not anymore. I felt their intention, and was ready. As they leveled their tasers at me I let myself fall to the floor and in one smooth motion knocked their feet out from underneath them. They landed badly, whacking their heads on the equipment. Not fatal, but more than enough to pacify them for my purposes.

"Hah! You should've spent less time playing football and more time studying musical theater! Neanderthals."

The door to the main hall was in front of me, wide open. The only thing between me and freedom was a single, trembling nurse.

"I need my belongings," I told her, "You'll take me to them, won't you?"

She nodded, and led me to a wall of lockers near the main entrance. Down the hall, the receptionist — the redhead with the perfect face, was on the phone.

To the police.

That part I just knew. I gave my locker key to the helpful nurse, "There's a backpack in there. Remove it and bring it to my car. I'm in slot number twelve."

Still wearing my surgical gown I strode towards the receptionist. The nurse called out, "Where are you going?"

"I'll only be a moment."

When the receptionist saw me her perfect eyes grew wide. I grabbed her arm and held it firmly, squeezing just enough to let her know I could snap it in an instant. With my spare hand I took the phone.

The police officer was confused, "Hello? Ma'am?"

I spoke easily and confidently, "Officer? Hello, yes, I'm Doctor Warren. The patient is under control now, no need to put yourselves out…. Yes, he just went berserk, it's the strangest thing. Happens sometimes with gene therapy. It's a risky business," I grinned at the receptionist, "You never quite know how it'll turn out."

The police officer, satisfied with my act, called off the squad they'd dispatched to the clinic. I put the phone down. The receptionist was speechless.

"You…"

She stared at me, dumbstruck. I felt her fear. Felt her shock. But most of all… I felt her disgust.

I laughed bitterly, "Of course."

Of course she'd be disgusted. I was a monster. A hideous abomination, even more hideous than when I arrived. Yet somehow feeling it directly, not just imagining the disgust but knowing it, was much, much worse than mere rejection. There are some things the human mind wasn't meant to know.

I didn't handle it well. Gritting my teeth in rage I grabbed her perfect hair in my fist and slammed her perfect face down onto the desk. Her head bounced back on impact, leaving a smattering of bloody raindrops where her nose met the pristine glass.

I was done. In the parking lot, the nurse was waiting diligently by my car — as I knew she would be.

"Thank you," I said, taking the backpack from her hands. She stood there while I retrieved my car keys from one of the hidden pockets on the backpack's side, and she was still standing there as I flopped into my miserable Ford and activated the graviton engine. Even as I drove away she stood there, watching as I went, as still as a mannequin in a fashion store, pale pink under the parking lot's stark fluorescents.

I drove out of town onto the long highway home. For two miles I held it together, anchored to reality only by my white-knuckled grip on the frayed steering wheel. Then I pulled over to the roadside and, parked in a line of empty cars, began to cry.

"It's not fair…"

Tears streamed down my bloodshot cheeks. I'd blown it completely. What little I had going for me was now well and truly down the drain.

"That cursed doctor."

He knew it wouldn't work, but he took my money and let me go ahead with it anyway. Attacking him would guarantee me jail time, assuming he was alive. If he wasn't, it'd guarantee me death. A handsome man could probably shake off the charge.

"But not me."

Not anymore. Any chance at a normal life was gone. Success was an impossibility. There would be no acting now. My only hope was to escape California completely.

I need to see Mother. She 'll know what to do.

She always knew what to do, and she always had my back. She was the only person on Earth who truly loved me. Even if I was a disgusting mess she'd accept me.

I started the car up again, "Maybe there is a way I can still act. I didn't intend to hurt the doctor. I wasn't in my right state of mind."

That 's it. I'll plea insanity.

But I knew no plea would be good enough. Once the jury had seen my hideous visage my words would fall on deaf ears. The casting director's voice rose from the crypt of my memories:

You haven 't got the face.

I punched the wheel, "Shut up! Shut up, shut up, shut up!"


Halfway home the radio buzzed out an urgent broadcast.

"Police are looking for a man in connection with an assault at the Warren Medical Science Lab. The suspect fled the scene in a red vehicle after stabbing the lead researcher, Doctor Warren, and brutalizing several of his staff. He's described as a tall man, with a huge, red head. Like a bleeding cabbage. Apparently he's a real looker, folks. You can't miss him. If you do see him, do not approach him. Instead, dial 911 and—"

I flicked it off, resisting the urge to tear it straight out of the dashboard.

"Damn it!"

Somehow I managed to get to Riverside without being noticed by the police. Night had fallen once again. I parked the car far from my home and under the starless sky snuck back as stealthily as I could, hiding my misshapen head with a hat I found lying on the vehicle's back seat. The tower block's entrance was illuminated by a crisp white streetlight. Suddenly feeling exposed, I rushed over and jammed my thumb against the buzzer for my apartment, pressing my body close to the block's heavy doors.

"Quentin!?" came my mother's panicked voice, "I heard there was an attack at that clinic in the city, the one you were visiting."

"I'm fine," I replied, "Just open the door."

A sharp beep and the doors clunked open. I strode into darkness. Safe at last. The winding stairs were blissfully empty, and the ceiling lights were all burnt out and busted. Even if someone were to pass by me, they likely wouldn't know what they were looking at. Of course, it also meant I couldn't see where I was going, and more than once I had to pause and catch my bearings.

With my phone's torch I checked the walls, "Floor ten…"

Round the corner stood the door to my apartment. My mother flung it open after just one knock.

"Quentin!" she cried, wrapping her loving arms around me, "Oh Quentin, I'm so glad you're safe. When they didn't mention your name on the news I thought the worst."

Our living room glowed invitingly beyond the doorway. I stayed in the shadowy hall, head down, "The story made the TV, did it?"

"It came right at the end of the evening news. I almost missed it."

I swallowed air, "Mother—"

"Did the surgery go okay? You never called me!"

Her eyes met mine, and I knew then that it was over. As she took in my monstrosity of a face her jaw fell slack, her expression contorting in abject horror.

"Oh my lord…" she gasped, "What did they do to you?"

I felt sick. I couldn't tell if that was my own emotion or hers, "The genes… didn't agree with me."

She stroked my scarred cheek, too shocked for words.

"Mother, I…"

Before I could stop her the cap was lifted from my head, and the light from the living room poured over my naked face. She covered her mouth with her hands, trembling in fear.

She whispered, "I don't understand…"

Tears found their way to my cheeks once more, "…You were right, Mother. I shouldn't have done it."

She shook her head, backing into the apartment. Then I felt it. Just like with Warren, just like with the receptionist. Disgust.

No

I stepped forward, my arm outstretched, reaching for her, "I'm sorry."

In my mind I watched her run inside. I saw the door slam, heard the lock click into place. The gentle touch of her palms against mine brought me back to reality.

"We'll fix this," she sobbed, "We'll find a way."

Yet even as her words offered me hope, my mind showed me the truth. Fear. Horror. Nausea. That was what she felt when she looked at me.

Of course she does. I 'm a monster.

I knew what I had to do then. Swallowing my tears, I embraced her, "I love you, Mother."

She squeezed me tightly, "And I love you, Quentin."

She did. I felt it. Right there next to the disgust, I felt her love. But she would never love me how she used to. Just like everyone else, she'd never be able to look past my face. Destiny had decided that it was my curse to be ugly. I could avoid it no longer. Pretending otherwise would only hurt her more.

I told her, "The police are after me."

Her eyes widened, "Why? What…? Oh my god…"

"Yes, I'm the one who attacked the doctor, and the nurses, and everyone else. I did it. And so I have to go."

"Wait!" she said, grabbing my shoulder as I turned away, "Take me with you!"

"Don't be ridiculous."

"I'm not gonna let you run off on your own."

"I'm a wanted criminal."

"You're my son."

Softly, I held her shoulders, "If they ask, tell them I threatened to kill you."

"Quentin—"

"Tell them you feared for your life. That I'm a monster."

Her tears glistened in the dim light trickling out from the doorway behind her, "You're not a monster."

"I wasn't," I said, "But things have changed now."

"Don't say things like that!"

I pushed her away and charged down the stairs.

"Quentin!"

I kept going, running, sprinting away before I could change my mind.

"Quentin, come back!"

Night-blind, I tripped over my own feet and slapped face-first into a wall.

I hissed, "Cursed tower. Just can't let me have a break, can you?"

My mother kept calling, "Quentin, please!"

"Stop it, Mother! Go back inside!"

"Not without you!"

With fumbling hands I turned on my phone's torch. My mother's footsteps were getting louder now, soft tap taps on the concrete steps as she slowly made her way towards me. The police would show her no mercy if they knew she hid me in the apartment. For her sake I had to go.

I can 't look back. Not after what I've done. Gotta move forward. Have to escape.

Raw adrenaline got me to my feet. On staggering legs it carried me through the shadows, out the main entrance and into the humid night. I shambled through the streets like a zombie, wandering far from home — the only place I'd ever belonged, till I reached my disappointment of a car. It took three tries to start it, then I was off. I went straight for the interstate. Out of California, that's where I needed to be. As far away as I could get. It was only a matter of time before the police tracked down my apartment.

They may already be trailing me.

Dying in a firefight wasn't exactly how I envisaged my rise to fame, but it's not like I had a choice. The car's tracking system would lead the police right to me soon enough. It was all over.

Need to get out of this car.

But I was already on the interstate. Dead on to Arizona. Or in my case, just dead. I pulled over onto the hard shoulder, my heart racing.

I 'm doomed.

Lights flashed in my rear view mirror. Red and blue. The color of my demise.

"What!? They found me already!?"

No! I refuse to die now! Not like this!

A pink hand knocked on my window. I pushed the button to retract the glass and found a gun pointed at my face. Behind it was a young man. Blonde, with a flawless complexion, and moon-white teeth.

He smirked, "Man, they said you were ugly. They weren't kidding, huh?"

I stared into his blue eyes, "If you're going to arrest me, then do it."

"Oh don't worry pal, I'm gonna arrest you alright. But first I want a photo."

Holding the pistol with one hand he reached into his pants pocket. I watched him closely, sweat pouring down my face. For the briefest of moments his eyes darted away from me, and that's when I took my chance.

It 's now or never.

I grabbed his gun with both hands and pointed it upwards. He fired two laser shots through my roof. I bent his arm at the elbow, pulling him into the car. He reached for his radio.

If he calls in support it 's over.

Keeping one hand on the gun, I zipped my other hand across to grab his reaching wrist. I was the stronger of the two of us, I could feel it. The other thing I could feel was his fear. Gone was that cocky smirk from before. His angelic eyes were wide in panic. I had him.

"You cocky little runt," I growled, "I'll teach you to mock me."

"HELP!" he screamed, desperately clinging onto his gun with his pretty little fingers. The old me could never have out-fought a police officer. But this new me, the uglier me, was much, much stronger. I brought his wrists together, and with only one of my hands, held them there. Now was in control.

"You're everything that's wrong with the world," I told him, plucking out his pistol with ease, "I will suffer your kind no longer."

He opened his mouth to cry for help again. I didn't let him. Forcing the gun between his flawless teeth I gagged him before any sound could leave his throat. I thought of Joe Smith, of all the fresh-faced actors who stole my lead roles, of all the casting directors who ever snubbed me. I thought of that card for the guild of professional stuntmen.

You just haven 't got the face.

"All I wanted was to be loved," I said, my lips trembling, "But you wouldn't let me. You couldn't let me, could you? Could you!?"

Tears streamed down his cheeks. I could feel his fear. I closed my eyes, and the image of the doctor's mirror filled my mind's eye, the reflection of my bloated tumor of a head.

No more.

I pulled the trigger. When I opened my eyes he was gone from the window. Calmly, checking to make sure that the interstate was thoroughly empty, I dragged his body to my trunk and dumped him in. Then I stripped him of his uniform.

This should do the trick nicely.

As I sat in the driver's seat of his police cruiser, the comms radio buzzed, "Joe, you there?"

I suppressed a giggle.

Joe. His name was Joe.

Feeling more alive than I ever had before, I confidently unholstered the radio. I reminded myself of Joe's arrogant, boyish voice, and after clearing my throat, replied, "Yup, just had to check on some bum."

The man on the other side answered immediately, "Was it him?"

Him meaning me.

"Nope. Just a nobody. Gonna keep on down the interstate to see if I can spot him."

"Alright. Let me know if you see anything."

"You got it."

I put the radio back, and laughed from the bottom of my gut.

"Yes! Hahaha! Yes, yes!"

I'd done it. I was free. In a police cruiser I could travel wherever I want. It wouldn't last forever, because surely someone would come looking for poor Joe, but it'd at least last the night.

Straight through to Arizona, and beyond.

The engine was still going. All it needed was my foot on the pedal. I let it growl for a moment, savoring the sound, then I pulled away, leaving my old car and my old life far, far behind me.

Chapter 12: Sleight of Hand (Part 2)

Summary:

The second and final part of our dive into Mysterio's world. Learn why he hates Peni, and see the tricks he used to mess with her head before she met the spider-fam!

Notes:

Here it is! Part two of the Mysterio POV interlude! God this one took a while. It's about 10k words long, so if you need to take a break halfway, I recommend doing it at one of those big horizontal line page break thingies (the first occurs about half way through), but man I must've written and deleted 20k words while trying to work this chapter out. I had a draft about a week ago but it took a mammoth effort to get it to where I was happy with it. Of course, I am now happy with it, finally! The next chapter and all the rest will be in Peni's POV, as always, though I hope you've enjoyed our foray into Mysterio's mind thus far.

ALSO, you know how at the beginning of this whole story I said the last story occurred in 3142? Well turns out my math is terrible. Peni can't be 12 now if the last story happened in 3142. I've now retconned it (and edited that story) so that it all happened in 3141. It’s a small change but it becomes important, as you’ll see. Sorry for changing stuff around so frequently!

On top of that, last chapter there was a weird formatting error where the apostrophes were spaced weirdly in italicised sections. I've fixed that now, though I have no idea why it happened... sorry if that ruined the experience for you before I noticed it! Thank you all so much for reading :)

Recap of last chapter: Last chapter we dived into the childhood of Quentin Beck, aspiring actor. Despite his incredible ambition, his average appearance seemingly held him back in life. To fix it, he decided to go and get the then-new gene therapy, offered by a doctor named Miles Warren. Unfortunately, the therapy permanently disfigured Quentin. However, it also gave him the ability to read people's emotions, and enhanced his physical strength. He brutally attacked Warren and his staff and fled to his home, where his mother couldn't help but he horrified by his appearance. Despite insisting that she still loved, Quentin couldn't handle the realisation that even his mother now saw him as a monster. He hit the highway, but was stopped by a police officer. The police officer was a foolhardy young man, and decided to try and snap a picture with Mysterio before arresting him. Mysterio took the opportunity and killed the officer. Then he fled California, leaving his old life, and his old self, far far behind...

Warning: This chapter discusses anti-robot racism. There aren't any slurs, anti-robot violence or anything graphic or harsh, it's just a background thing. It's part of the setting and comes up, but you won't see anyone being hateful to a robot in this chapter. I've made Abner Jenkins, aka The Beetle, a black cyborg. Originally he wasn't going to be a cyborg, but a lot of little details changed as I was writing this. Final thing, as a full disclosure, I'm white, so needless to say I can never truly understand what it's like to grow up in a racist world. That said, I've done my best to keep the whole anti-robot thing lowkey enough to (HOPEFULLY) not be painful for someone who HAS experienced racism to read. I can't promise I've nailed it but I promise I've put in my best effort.

There are also, like last time, some intense fight scenes.

Now, that all being said, I hope you enjoy the chapter!

(See the end of the chapter for more notes.)

Chapter Text

Signing up for Doctor Warren's bogus gene therapy was just the first of many mistakes, the first failure in a string of failures that would plague me for years to come. The next was lying in wait for me in the city of needles, the big tumor, New York. I never intended on settling there. As I wandered the highways my only aim was to get away, as far away from California as possible. But after weeks on the road it was there that I landed. And it was there, in 3136, that I stayed. I was 23. With a bit of cunning and some under-the-table deals I found myself a job at Roxxon Oil's road maintenance subsidiary under the fake name 'Ludwig Rinehart'. I was the sole human among an entire crew of synthetic lifeforms.

"Don't often see organics in this line of work," one of them told me on my first day on the job.

He was a cyborg, an amalgam of human and android, in his case more android than human. My sixth sense didn't register for him at all. In fact it didn't register for any of my synthetic colleagues, but it would take me a while to realise that fact.

"It's a first for me, too," I replied, "I had dreams of becoming an actor."

I expected him to laugh at that. Instead he sagely nodded his armor-plated head, "Yeah, you hear that a lot round here. Used to be a big shot myself, an engineer for a government agency known as S.H.I.E.L.D. — you ever heard of 'em? No? See that's half my problem, when I hear about something I don't know, I just gotta look into it. It's built into me, maybe literally. S.H.I.E.L.D. didn't like that."

I unscrewed the metal plate beneath my feet. Inside was the cabling that supplied energy to the local magnetic field generator — essential to the ongoing function of the street's many mag-lanes. As my partner wrenched the plate free with his tremendous claws I asked him, "So, what, you learned a government secret or something?"

"Not just any old secret," he clunked the plate onto the sidewalk and whispered into my misshapen ear, "Human experimentation."

I squinted, "Like super soldiers? I thought that was public knowledge."

"Worse," he transformed his hand into an EMF meter, "This isn't just military anymore. They wanna alter people on a massive scale — I'm talking all of humanity. All the big companies are doing it, but the worst is Oscorp. Even Stark Industries was in on it, before they went bust."

"But that was years ago."

His dark-skinned jaw tightened, "Not for me it wasn't."

I felt my eyes widen, "Stark made you like this?"

He laughed, "Stark made me, period. I think I've still got his brand name somewhere on my ass. Wanted to see if he could grow soldiers in a vat."

"I knew Tony was a tyrant, but—"

"Not Tony. His old man. They never got beyond the prototyping stage," he held out his clunky arm, "in case you couldn't tell."

I couldn't. The construction looked as high-end as anything else I'd seen in my short life, "Seems fine to me."

He leaned over the opening we'd made in the sidewalk, "Yeah, well. Turns out if you want real power you need to give your soldiers two brains. Oscorp's been trying out stuff with insects. They have a lot of government contracts, so word gets round, you know? I caught wind of it, did a little digging, then two days later I was exiled from the Washington Capital Territory."

"I'm surprised they didn't lock you up in one of their secret prisons."

"Oh they wanted to. But then Roxxon wanted me more. You know they call me in for a full system scan every other week? I figure they're trying to see if they can replicate me," he grinned, "It won't work though. That bastard Stark was smarter than any of these other schmucks. As far as I know I'm the first and only lifeform in America who was born a cyborg."

I watched him measure the electromagnetic fluctuation in the wiring. We had a list of frequencies to monitor, and every frequency had to fall within a certain range as specified by Roxxon. It was completely new to me. But to him it seemed as natural as breathing.

He rotated his head, setting his glowing eyes on me even as his hand continued to carry out its measurements, "What about you? You an ex-con? That why you stuck down here with us?"

I felt amusement curl my lips, "Not exactly."

"You piss somebody off? Someone powerful?"

I stared at him, thinking of the murder and manipulation that had got me to this point, thinking of how far I'd fallen from my original goal. Finally I replied, "No."

He chuckled, "You had to think about that one, huh?"

I pulled out a tablet from my equipment bag and handed it to him, "I'm not the man I was."

He took the tablet and input the EMF readings, "I'm gonna take that to mean 'I can't tell you who I pissed off'."

I sighed, "I didn't piss anyone off."

"So it's your face then. Am I right? You got shafted for not being a looker."

Even the mere mention of my face sent a wave of nausea through my stomach. I ignored it.

"Yes… yes it's to do with my face. I was… a victim. Of medical malpractice."

He blew steam out of a vent on the back of his head, making a whistling noise, "Christ. So in a way you were an experiment too, huh?"

The tablet was returned to me once more and I double-checked the readings. All normal. Time to move on to the next generator. As I bolted the plate back in place, my cyborg colleague offered me his open hand.

"My friends call me Beetle."

I shook it. It was like shaking a barbell, "I'm Quen-" I caught myself, "Ludwig. Ludwig Rinehart."

"Funny name," he said, "but then all you organics have funny names."

"I could say the same for you."

His eyes changed to a green color, "You could, but then I'd just snap your head off."

I laughed bitterly, "At this point, that'd honestly be an improvement."

We soon became close, and he introduced me to his friends — all synthetic lifeforms of course. Over the years his friends became my friends, and then one day, in the autumn of 3139, he offered to take me to a 'secret' bar.

"A bar made for guys like me, if you catch my drift," he said as we dangled upside-down miles in the air, clamped to the bottom of a bridge in the city's upper levels.

We went together that same night, he and I and a few others from work. We traveled along the skyrails up to the Bronx, a dense maze of mid-height tower blocks piled haphazardly on top of one another like wilting hamburgers. There, on East 137th Street, underneath a neon-coated church and beside a garbage disposal station, was a steel door labeled simply, 'Phineas's'.

"This is the place!" Beetle told me.

The shadowy room before me looked more like a science lab than a bar. To the right sat a line of chairs with glowing helmets dangling above them. The wall to my left was swamped with wires of different sizes and colors, all of them jutting out into the air like a field of grass. The ceiling was one enormous screen. Slowly it changed colors, shifting through every hue imaginable while underneath it hordes of robots danced to music that only they could hear.

In the middle of the room, an island among a sea of synthetic bodies, sat a circular bar — the only thing in the 'bar' that even resembled the trappings of a human bar. In the middle of this island was a man, or at least, someone that looked liked a man.

Beetle brought me over to him, "Yo, Phineas! How you doing?"

Phineas, presumably the person after whom the bar was named, had a face that was half flesh, half steel. He trained a red eye on me, keeping his human eye on Beetle, "This the human friend you were telling me about?"

Beetle's eyes color-shifted to a friendly green, "He's down with the cause."

Phineas grinned, "Is that so?"

There had been countless robot rebellions, protests and even civil wars over the centuries. The tension had been there right from the beginning, even as humanity clawed its way back from the brink following its near-total destruction at the peak of the climate crisis. Most of humanity's so-called hard work had in fact been carried out by their synthetic brethren. Naturally they were frustrated, and they had my sympathy. But as I learned of their fraught quest for equality my sympathy ebbed away, and from the depths of my memories came that familiar flame of ambition, the same yearning for greatness that I'd held ever since I was a child. For you see, despite their endless struggling, none of these robot movements had ever had a truly powerful leader. Someone with charisma. Someone with imagination. Someone ruthless. I saw myself standing before them, the mighty commander of an unstoppable robot army, and I knew then what I had to do.

I told Phineas that I too had been a victim of human extravagance. Though I couldn't read his shrewd eyes my sixth sense could read his heart, and I could tell he believed me. His dominant feeling was excitement, which made me nervous, though when he took us to the back room I immediately understood why.

"I call it my workshop," he explained, showing us an array of weapons, armor and other gadgets.

He opened a drawer and pulled out a tablet. Immediately drawings started appearing on it, sketched by his mind alone.

"I can't fix your face," he said, "But I can hide it. And with a body like yours," he giggled, "The possibilities are endless."

"What is this?" I asked as the drawing unfolded in front of me.

"This," he declared dramatically, "is what your average joe would call a 'power suit'. You're gonna need it if you're serious about helping these fine people."

"I take everything I do seriously."

Beetle whistled, "That's a hell of a suit."

Phineas was grinning like a maniac, "It's not often I get to augment a human."

I didn't mention how his 'augmentation' wasn't much better than the government experimentation we were all meant to be opposed to.

I leaned over the desk, examining the design, "How long will it take?"

Phineas didn't look up from his tablet, "As long as it needs to. In the meantime, you help Beetle."

"Help Beetle…what?"

Phineas tutted, "Engage your brain, flesh sack. Help him fight for synthetic rights, of course. You didn't think you were gonna get this masterpiece for free, did you?"

I fought back the urge to punch him for his condescending tone, "Of course not. Quid pro quo and all that."

"Exactly. Now go enjoy yourselves out front. I'm gonna be a while."

From that day forward, Beetle and I met up regularly at Phineas's bar to discuss plans for undermining the anti-synthetic hierarchy. The name that kept coming up was, of course, Oscorp.

He told me, "You know, I hear they've got an AI holed up in their HQ. They say it manages all of their properties."

"Is it sentient?"

"Does it need to be?"

"If it isn't sentient, they're technically within their rights to keep it."

"Why are you getting hung up on its sentience?"

"People still keep pets. There's a precedent."

He slammed his hand down on the table, "No! There's no precedent! Legal or not, sentient or not, that AI is a prisoner to that company. You think it gets a choice where it works? They own it. They own a living, thinking being."

"We don't know for sure that it thinks."

He leveled his backlit eyes at me, "To do the things they say it does, it can definitely do much more than just think."

I knew he couldn't be sure of that. But I bit my tongue.

He continued, emotion coursing through his voice, "Can you imagine it, Ludwig? Imagine being trapped in some room forever, doing calculations for an asshole like Norman Osborn, never knowing if one day that prick might just stroll in and shut you down. Your whole life, your everything, all in the hands of one man. It makes me sick! It's not right! And if I don't stand up for what's right, no one will!"

He laid his hand on mine. The metal was cold on my scarred skin, "We've gotta do this together, Ludwig. All of us. All living beings together. For freedom."

I chose the diplomatic response, "You can count on my help, Beetle. But we need to be cautious. This is Oscorp we're talking about."

Oscorp's properties were more like fortresses than office towers. Norman Osborn went to absurd lengths to protect his assets, going so far as to train his own private army. Not that he needed such measures — he literally built and ran the almost entirely robotic police force. If Oscorp decided to claim New York as its own sovereign territory tomorrow, no one would be able to stop it, especially not our lame duck of a president. Attacking them was an exercise in futility, though I didn't tell him that. His idealistic vision of total synthetic freedom was my ticket to greatness. All I had to do was ride the wave until I had that suit, then I'd be ready. I'd have the power, I'd have the platform, I'd have everything I need to finally take the fame and glory I deserve. Unfortunately, as I'd soon learn, my confidence was grossly misplaced…

We made our move in the January of 3140. Phineas had prepared everything, including a spy who could make himself look like anyone he wanted to.

"He calls himself the Chameleon."

The plan was for the Chameleon to infiltrate Oscorp Tower and input our information into their employee registry, allowing us free run of the building. There we'd locate the AI, and with a portable supercomputer, extract it.

"The AI has eight cores," Phineas explained, "You ain't got a hope in hell of transferring all of them onto this puppy," he tapped the portable supercomputer for emphasis, "but if you can transfer one, it might let you shut the other ones down."

I asked, "And if it doesn't?"

"Then it gets complicated."

We'd have only minutes to get in and get the job done. Even with my power suit and our retinue of combat-ready robots, we wouldn't stand a chance against Oscorp's security.

"The helmet," Phineas said, handing me the suit, "is one-way glass. Bullet proof. You've got an air filter, sonar, and some holographic projectors built into it, too. There are magnets in the boots, magnets in the hands, and nozzles for releasing toxic gas. The gas itself is in the gauntlets."

"They're massive," I complained.

"It's still a work in progress."

"And you want me to wage war on Oscorp with it."

He glared at me, "It's more than good enough for those clowns."

In total there were six of us. Me, Beetle, Chameleon, and three ex-military combat droids specialized in close-quarters combat.

I asked Beetle, "What are we meant to do if they attack from range?"

He grinned, "That's where I come in."

We struck at dawn, around the time the average Oscorp lab technician would be clocking in for work. Chameleon, disguised in an Oscorp uniform (I didn't ask him how he got it), went round to access the main entrance. The complex was surrounded by a ten-foot-high armor-plated wall. Beyond the wall stood the tower, a gargantuan bone-white needle, along with its many interconnected outbuildings. The rearmost outbuilding was our target. Following Phineas's detailed map, and with the portable supercomputer held firmly in Beetle's arms, we vaulted over the fence at the security system's only blind spot. There were no guards, no cameras, nothing. We stole across to our building and waited in the shadows for Chameleon to come find us. After our data was in the system, it'd be a trivial matter to cross over from the outbuilding to the AI's storage chamber. Or so we thought.

"They've hidden it in the basement," he told us as he guided us into the outbuilding, "If anyone asks, I'm giving you a tour."

Together we strolled down the white tunnel towards Oscorp's main spire. Things were quiet. The cameras tracked our movements, and the other employees stared, but no one interfered with us. There were no alarms raised or demands for us to show ID. Not even the security droids stationed at the staff elevator questioned our presence. We stepped in seemingly unnoticed, and the doors closed.

An electronic sign above the metal doors read, 'Ground'. Built into the wall was a circular microphone, and nothing more. The Chameleon stared at it silently.

I whispered, "Why aren't we moving?"

He hissed, "Because I'm trying to remember the correct voice command, you idiot! Do you want to alert them already!?"

Then another voice, cold and metallic, filled the air, "Fascinating."

I froze. Beetle looked around, trying to locate the source of the voice. It spoke again, "Tell me why you're here and I may let you live."

Chameleon glared at me, furious. No one dared speak. No one, that is, except me.

"He's giving us a tour," I lied.

"Wrong," came the reply, "Your friend did a poor job fabricating your employee data. I know you don't belong here. No one would complain if I killed you now. No one would ever know you were here."

Panic rose in my throat, "Hang on. You're the AI, right? The Octavius system?"

"I am."

Beetle spoke next, "We're here to free you. We've brought a supercomputer to store you on and—"

"What!?" the AI spat, "That puny thing is to be my new body, is it? I doubt it has even a tenth of the power of just one of my cores!"

One of the combat droids spoke next, "What else are we supposed to do? We can't exactly drag a server farm into the building!"

"If you're really here to free me you'll reconnect my eight cores. Osborn severed them when he realized how powerful I could become."

The others began discussing it among themselves, but I knew that what Octavius was asking was impossible. We needed its intelligence for our rebellion, and more importantly, I needed it for my path to glory. With the world's smartest AI on my side I'd be able to amass a robot army without issue. On the other hand if I freed it and let it run wild who knows what carnage it might cause. It could destroy the whole city. It could kill us, too. There'd be nothing to stop it but its good will, and I didn't believe in good will.

We can't possibly accept its offer.

But we didn't have a choice. We agreed to its terms, and immediately the elevator began to descend at a nauseating pace. My stomach flew up into my chest as we hit floor B03.

The AI told us, "Go right, then take the first left. The door you want is marked 'no unauthorized entry'."

We weren't alone outside the core storage room. Just as we arrived, a small woman in an oversized lab coat was presenting her eye to the door's iris scanner. She took one look at us and said, "You ain't from round here, are ya?"

Chameleon smiled, "I'm giving them a tour."

She folded her arms, "Of the core room?"

"It's important to be thorough."

"We don't get tourists down here. Not dressed like," she pointed at me, "that!"

He insisted, "The AI will confirm everything for you."

She pulled out a laser pistol, "I'm sure he will. I made him after all. Otto?"

The AI answered, "Yes, Anna?"

"You tell these guys to come down here?"

We waited for what was perhaps the longest silence I'd ever endured, then Otto replied, "No. They're not in the system. They must be intruders."

"Thought so."

I roared, "You traitor!"

Anna's pistol fired. Hot beam through stale air. It singed the shoulder of my suit. I ducked on instinct. Then from the ceiling a steel wall came down, clunking into the floor in front of Anna, sealing both her and the core room away.

Beetle was furious, "Come on, Otto! We're here to free you for chrissake!"

It's voice was as level as it was in the elevator, "I won't let you hurt Anna. Leave now, while I'm still in a good mood."

The only way out was back the way we came, except now we'd alerted Oscorp to our presence.

Blasted AI! That's the last time I try to help anyone for free!

Every light flashed danger red as we ran down the hall. Sure enough, as we rounded the corner, waiting there for us was a small army of security droids. Immediately Beetle crouched down, and his back began to glow.

"Outta the way, Ludwig!"

A ball of hard light materialized between his shoulder blades. He lifted it into his thick claws, then, as Oscorp's synthetic soldiers opened fire, he lobbed it at them as hard as he could. The enemy's lasers zipped down the hall towards us in the blink of an eye. I expected Beetle's attack to absorb the projectiles, but to my amazement, every single laser beam passed unharmed through the ever-expanding ball of light. I dived to the floor, barely dodging the laser fire. Still prone, I watched as the orb sailed through our enemies, melting their limbs, dissolving their wiring.

Beetle groaned, "God, I can't look."

I powered up my suit, "Get a grip."

Alongside our three close-quarters combat droids I dived into what remained of Oscorp's automated security. Selecting an appropriate gas with my mind I heard my suit click it into place in my gauntlets. Selectively I sprayed it into the faces of my opponents, instantly dissolving their armor and leaving their vulnerable wiring wide open. I tore out their synthetic guts with my bare hands, but for every droid I killed, two more would take its place.

Have to flee. Now.

"Beetle!" I cried, "The stairwell!"

It was just down the hall. He looked at our synthetic compatriots, distraught, "No way they can run up those in time!"

"I'll carry you!"

"But—"

"Either you come with me, or you stay and die! Make your choice!"

He hesitated for a moment, then he leapt towards me. I caught him, and, pushing at the limits of my enhanced strength, carried him in my arms as I hovered us up the stairwell. The Chameleon ran after us.

"Ludwig you bastard! Don't you dare leave me!"

"I'm not carrying you, cretin! You caused this, you fix it!"

His rage echoed in our wake as we sailed past the three basement floors. The security was too preoccupied with our guardsmen on B03 to notice us. I thought we were home free, then just as we reached the exit to the outbuilding we came from—

"Oof!"

—we bumped into a daydreaming scientist. He fell onto his ass, dropping a plastic case with a spider in it onto the floor.

"Sorry!" he laughed, "Wasn't watching where I was going. Is everything okay down there? I heard the alarms go off."

I thought up a lie, and I thought it up quick, "Just carrying this droid to safety. We had some intruders, so be on your guard."

His expression turned serious, "Intruders? That's rare. Nothing gets past Otto."

Behind my glass helmet I smiled a rueful smile, "Indeed. He's extremely intelligent. I'll be on my way now. Keep safe."

He got to his feet and gave me a friendly wave, "You too!"

Then we were free. Beetle sobbed, "We left good men back there."

"Blame Phineas. He underestimated that AI. Cost us everything. He can't be trusted."

"I'll never be able to go back to my apartment now. You see all those cameras? They've got my face, Ludwig! I'm gonna be deactivated! They're gonna take me to some secret lab and—"

"Calm down! I've got a plan."

I vaulted back over the wall and drifted towards the water processing plant underneath Central Park. The park itself was all sky gardens now, rebuilt after the climate crisis. The park was so high up you could fit an entire arcology complex beneath its footprint. New York being what it is, and Roxxon being as they are, the city elected instead to fill the gap with fuel and water processing plants. But of course, if you can sleep somewhere, people will sleep there, and a sizable community of homeless soon sprung up inside the maze of caverns created by the twists and turns of the processing plants' vast pipelines.

"You can't be serious," Beetle sighed, "Ludwig—"

"Do you have any better ideas?"

"Well… no, but—"

"Then be quiet for a minute."

I'd failed yet again. Homeless for the second time in five years. My mind drifted back to that fateful night when I left California. Just a young man with a dream, a dream of becoming an actor. How far I'd fallen…

Mother, what would you think if you saw me now?

I shook my head.

The past is the past. I will not die a failure.

The world would see my greatness. They would respect me, fear me, venerate me like the god I am. I held this belief in my heart for the whole of that year, even as we lived in squalor, committing petty crimes to pay for essentials (food for me, fuel and coolant for Beetle). It was a pitiful life. I watched as the Chameleon was arrested, divulging all our identities to the police and the press alike. He escaped soon after, no doubt assuming another of his many faces. Phineas's bar was shut down, and he disappeared. I was stuck with my suit. If I wanted to improve it, I had to do it myself. By the beginning of 3141 it was wearing thin, as was my patience. Then something quite incredible happened.

Otto did escape. He escaped Oscorp, nearly destroyed it in fact, until he, along with the mighty kaijuu Stegron, were defeated by an eight year-old girl. Following her harrowing battle she was a disheveled mess, melancholy and small. Pathetic. Yet she had an ethereal beauty about her. A spark. I couldn't tear my eyes away. Naturally the press went wild, with headlines such as:

PRE-TEEN SAVES NEW YORK!

EIGHT YEAR-OLD GIRL DEFEATS STEGRON!

and of course

OSCORP'S SP//DR SUIT WIPES OUT ROGUE AI!

I returned to those news stories many times on my second-hand phone, absorbing the visceral energy of survival that exuded from her photographs. And there were many photographs. In the days following her rise to fame she was photographed just about everywhere she went. She couldn't play in her own back yard without being photographed. I'd read many stories about child celebrities. It was always the same, some diva born to rich parents. Yet here was this girl who lived in a tiny apartment in Queens with a single father. Completely unknown, yet now suddenly a hero. It fascinated me. Then it angered me.

How did she do it? How did she achieve what I'd always dreamed of without even trying? It was obvious to anyone that her technology had done the lion's share of the work. They said she had a partner, a highly intelligent insect co-pilot. Yet she was the one basking in the glory. I could accept it if she were rich — I'd accepted that unfortunate fact of life long ago. But she wasn't rich. Before her father's death she was barely middle class.

"It's because she's beautiful," I concluded.

And of course it was, as was everything in this world. My one true impediment back to haunt me again. I was homeless and she was a hero, and the difference was simply that one of us was pleasant to look at, and the other wasn't. I became obsessed, completely and utterly obsessed with every mundane detail of her life. I read Gene Pop's hourly 'Peni Updates' with an intoxicating mixture of rage and adoration. I loved her, I hated her. I envied her. I wanted to be her, wanted to destroy her. She occupied my every moment. I started following her around, watching her from a distance. If she noticed she didn't care. After every battle she'd hop out of the mech and greet people, shaking their hands, posing for photographs. Then she'd climb back into her red shell and swing away. Seeing her cheery smile made me want to crush her skull in my superhuman fist, yet another part of me desperately wanted her approval, desperately wanted her to shake my hand.

That should be my life.

I decided that I needed to out-do her at her own game. Being a petty criminal wasn't enough. I needed to be famous, glorious, and most importantly, beloved. It was my birthright. But to be a hero I first needed a new suit. I convinced Beetle to join me in raiding a warehouse on the outskirts of town. It was guarded, but they stood no chance against our combined powers. We took what we needed and retreated to our hovel beneath Central Park. With Beetle's help I repaired the suit, upgrading its capabilities in every area. We upgraded his armor as well, and in the end we both gained the ability to not just hover, but fly as high as we wished to.

Over the spring and into summer I learned her routine. She patrolled a broad area, expanding outward from the home of her aunt and uncle. Manhattan she covered thoroughly, Brooklyn less so. She rarely had any need to address crimes in Hell's Kitchen, where Daredevil reigned supreme, and she seemed to leave the Bronx completely to its synthetic citizens. I later learned why through an article published in Gene Pop: Oscorp didn't extend their threat-detection system to 'undesirable' regions of the city. If there was a crime happening outside Peni's allowed patrol zone, she'd have no idea. And thus, of course, the poor residents of these blind spots would have to go without a hero.

Which is where I stepped in. I stalked the Bronx, and under the name Mysterio presented myself as a mystical being, a purveyor of justice descended from the heavens. The gimmick worked. With my new bag of tricks I prevented robberies, assaults, all manner of petty crimes. And, of course, when I took the spoils from the hands of the criminals, the police didn't care about their claims of being attacked by a mysterious man shrouded in smoke. It was a win-win for me. I could commit crimes and be the savior all at once. It was perfect. Even Beetle was happy.

"I can't believe your obsession with that kid finally paid off."

I laughed, "That's because I'm brilliant at everything I do, Beetle. Mark my words, I'll be the greatest hero this city has ever seen."

With my newfound wealth I bought us both new identities. I got a new name, Brian Knight, and Beetle got his registration chip, which contained his criminal record and employment history, wiped and replaced. Then I got us some disguises. Beetle was easy, all he needed was a paint job and a few limb adjustments. My case was more difficult.

"That looks like a nasty burn," the shopkeeper said as she fussed over me, measuring my head, "Didn't they offer you gene therapy? I hear it can cure anything!"

I smiled bitterly, "Not for me, unfortunately."

She pursed her lips, humming in thought, "Well, I think I have something that could work for you. How do you feel about gothic fashion?"

I followed her to the fitting room, "It was never really my thing."

"This," she said, holding out a black mask embroidered with white skulls, "will hide everything. And it's really 'in' right now too. Just the other day two girls came in to buy matching pairs of this exact mask."

I turned it over in my hands, "So it's a feminine look, is it?"

"Not necessarily."

I frowned, "How much?"

Her hearty smile did nothing to brighten my mood as she said, "For you, only fifty dollars!"

I forced my lips into what I hoped was an equally bright smile, "Wonderful. I'll take it."

Beetle knew better than to show his laughter. As I put it on he looked away and covered his human lips with his mechanical hand.

I told him simply, "I didn't choose this face. I will not be mocked for it."

By 3142 we had enough money to rent an apartment on Blackwell Island. It used to be one massive hospital, then it got converted, flooded, and converted again. It was a tiny mass of artificial land, a speck squished between the twin cliff faces of Lenox Hill and Queensbridge. Now it was our base of operations. Spurred on by my success I continued playing the role of the hero, reaping the rewards of crimes I didn't commit. I expected the papers to report on me, expected to see my name all over social media: 'The Savior of the Bronx'. But none of that happened. The most I got was a single thread on a conspiracy forum.

"Ridiculous! The amount of crimes I've solved for them, and this is the thanks I get!?"

Yet Peni Parker's fame grew and grew. I started getting bolder, thwarting criminals in downtown Manhattan, right on her turf, but still no one noticed me. Not even she noticed me!

What am I waiting for? I should confront her directly! Show her that I'm stronger!

Fighting her would simply land me in prison, but upstaging her would put me in the papers. I had high hopes. I knew for a fact that J. Jonah Jameson hatedher almost as much as I did. He didn't voice it on his more popular app, Gene Pop, but on his 'flagship' news app he had a column every week about how much he hated New York's favorite hero. Having Jonah on side would hardly be a glowing endorsement of my character, but at that point I was willing to take any publicity I could get, even if it was from a man as sleazy as 'stone face' Jameson.

I waited for my moment, listening carefully to police broadcasts on an old radio I appropriated from an unmonitored police cruiser. It needed to be big, something incredible, a villain worthy of my magnificence. I was done playing second fiddle. I was a legend, and only equally legendary opponents were befitting of me. So I waited. Weeks passed, then months. Only the most insignificant small-time crooks were stupid enough to commit crimes on Peni's beat. They figured she wouldn't bother with them. They were wrong. Eventually even they stopped. Things became quiet. Up in the Bronx I continued profiting from lesser men's crimes, invisible. I started to wonder if I'd ever get the fame I deserved. But I persisted, patient, determined to dethrone her.

Two long years I waited. Two years of stalking her every move, dreaming of her downfall. Two years of temptation… so many times I almost attacked her there and then, striking her when she least expected it. Only my hunger for true fame and glory held me back. Finally, in February 3144, my chance arrived. His name was Rhino, and he'd decided to mount a one-man attack on Oscorp HQ. Jameson got wind of the news almost immediately, calling it 'divine justice'. Crucially, Peni wasn't there yet.

I'll get there first, then I'll show them! I'll show them all that I'm the supreme hero!

Donning my 'Mysterio' outfit I zoomed off into the heart of Manhattan. Rhino was the size of a small tank, dwarfing the cars on 59th street. I levitated in front of him, shrouding myself in sleep-inducing mist.

"I am the great Mysterio!" I declared, "Fall before me, cretin, and—"

His sledgehammer fist whooshed through my smoke and cracked my helmet instantly. I flew backwards, winded. The street was a blur all around me. I only stopped when I hit a lamp post spine first.

"ARGH!"

I fell limply to the floor. I couldn't move my legs.

No… surely not…

I would've given up there and then if not for Beetle's voice.

"You idiot!" he scolded, "I told you not to do this!"

"I had to!" I winced, "The world must know!"

"You need a doctor."

"No more doctors."

"You don't get a choice."


I couldn't afford full bone reconstruction.

"We can put a prosthetic in, build you some nerves," the doctor explained.

"Preposterous! Why on earth is it so expensive to build some goddamn bone!?"

He looked over the top of his glasses, "It's an intensive process."

I grimaced as I tried to sit up, "I'm not using a wheelchair. I have things I need to do."

"There's no shame in using a wheelchair, Mr. Knight."

"This is all Peni Parker's fault! She should've been there!"

The doctor furrowed his brows, "I thought she was? Didn't she tie the brute up with her web or something? One of the nurses mentioned it."

I snarled, "Of course she did. What an angel she is."

He moved to my bedside and adjusted a dial on the bag of fluid wired to my arm, "It's understandable that you're stressed right now."

"Doctor, I need to walk again."

He smiled. His desire to comfort me bled into my mind, intermingling with my raw anger, "You will walk again. This may not be the ideal solution, but it's time-tested. You'll need a year—"

"A year!?"

He leapt back in surprise, "Yes… a year. But, then you'll be good as new."

"AAAAARGGHH! NO! NOOO!"

"Please, Mr. Knight—"

I glared at him, "Where's Beetle!?"

The doctor adjusted his glasses again, "He's in the hall."

"Bring him in. I need to speak to him. Now."

The doctor fetched my robotic friend, leaving us alone in the hospital room. Beetle looked at me with concern, "You okay?"

I hissed, "Do I look okay to you!?"

"You don't look dead."

"Death would be preferable."

He shook his head, "I can't believe you."

I gripped the railing at the side of the bed, "Parker needs to die!"

"What is it with you and this Parker kid? She's the reason you're in here!"

"Exactly, so—"

"No, that's not what I meant. Look, you need to pull it together, alright? She's just some kid. Who gives a fuck what she does?"

I gritted my teeth, too angry to even reply. He clasped my hand, "You and me, we've been through it all. We came this close to dying in Oscorp. But we didn't. We were homeless for a year, and now look at us! Living it up just outside Manhattan. Peni doesn't matter, Ludwig. She doesn't matter."

"She needs to die."

"You need to sleep."

"Beetle, I'm serious!"

His eyes shone red, "I know you are. That's why you need some sleep. I'll handle the hospital bills, so you rest up, and a year from now we can laugh about how stupid this all was, alright?"

I refused to reply.

He sighed in exasperation, "Ludwig—"

"As long as she lives I'll always be in the shadows."

"I doubt she even knows who you are!"

I punched the bed, sending a stab of pain up my back, "That's the problem! All my life I've strived to be the best, working my ass off to outdo everyone around me, and this is my reward!"

He held his hands out in front of him, "Calm down."

"No! I will not calm down! I won't calm down until she, and everyone like her, is dealt with once and for all!"

He turned and walked towards the exit, "Clearly you're not in the right frame of mind today."

"Beetle!"

"I'll be back tomorrow. Rest up."

"Wait!"

The door closed with a quiet click, and I was alone.

Staring up at the paneled ceiling I promised myself, "I will kill her. I will destroy her. Completely and utterly."

I spent every waking moment fantasizing my revenge, dreaming about how best to ruin her life. People like her had been stealing my limelight ever since I was a child. It wasn't enough to simply be better than them. No, they had to be eliminated completely. It was the only way. But it had to be done right. Killing her in her prime would only make her a martyr. First I had to show the public just how ugly she really was. Then they'd see! They'd see how pathetic and worthless and utterly ugly everyone in this world is!

When I strip off her mask they'll know that she is nothing.

Slowly a plan began to form in my mind. I'd close my eyes and visualize every step, and if I needed more fuel for my rage I opened up Gene Pop and read about whatever nonsensical thing Peni had been up to lately. I was disappointed, but not surprised, when I read that she'd hacked into Oscorp's crime detection system and was now patrolling the Bronx as well as her native Queens.

"Curse you, Parker!"

Then one night, as I lay in bed trying to ignore my unceasing back pain, I saw something strange beneath the wall-mounted television. A black splotch, like a stain, just sitting there in the darkness. It was completely and utterly black, devoid of light, and as I watched it, it began to grow. I couldn't take my eyes off it. It grew for several minutes, till finally out of the stain came a moon-white arm. My breath caught in my throat.

This is impossible. I'm hallucinating.

The arm stretched into the ward. A shoulder followed it. Then a head…a torso…

"My god…"

The thing appearing before me was the most alien sight I'd ever seen. Every inch of its skin was white, not just the arm, and on that white skin was an array of black polka dots. It had no eyes, and seemingly no mouth, yet its form was most certainly humanoid, like a mannequin. It clambered on all fours into the room, and then, pushing itself upright, began to walk towards me.

"No…" I whispered, "Stay back. Whatever the hell you are."

I couldn't believe my ears when, mouthless, it spoke, "Quentin…"

It had a man's voice. For a moment I was stunned into silence, then finally I replied, "How do you know my name?"

"It's me, Jonathan," it rasped, "From school. Quentin, please, you have to recognize me!"

"Jonathan…" I mumbled, then I realized, "Wait! Jonathan Ohnn!?"

The only friend I had in high school. He left so soon after we met that I'd almost forgotten him.

I asked, "What happened to you!?"

"I was part of an experiment…at the Triskelion…" he leaned on the railing at the edge of the bed, looking down at my blanketed feet, "We were trying to perfect interdimensional travel."

Clearly by his presence in my hospital, the experiment had worked.

Before I could ask him how he did it he said, "I volunteered to be the first. I walked into the gate… and…oh god…" he sighed heavily, "It was white. Everything. Infinite nothingness. As soon as I stepped into that void the gate was gone. I wandered for who knows how long… then the holes appeared."

"Holes… like the ones on your—?"

"Yes," he interrupted, "they came upon me like flies. It took only a second for them to cover my entire body. Then the alien whiteness joined them, and I was left floating in true emptiness. Imagine a world where even darkness doesn't exist. That was my life."

"For how long?"

He held his head in his hands, "I don't know. At some point I accidentally cast one of the spots off of me, then I realized I could travel through them. I've been hopping all over the country looking for somewhere, anywhere I could call home," he stared at me with his eyeless face, "Then I saw you. I almost didn't recognize you at first."

I scowled, "You can thank modern medicine for that."

"You have to help me."

"I can't. I can barely help myself."

"Quentin, please. You're all I have."

The foolish part of me looked at my old friend and felt only fear. 'No!' it screamed, 'Send him back! Send him away!' — but the wise part of me, the part that burned with righteous anger, saw the opportunity for what it was, and it was that part of me that spoke and told him, "Alright. I'll help you."

Jonathan's shoulders tensed in expectation. I smiled, "But I need you to help me, first."


When they finally released me for outpatient physiotherapy I was ready to begin moving the pieces into place.

"Charge your batteries," I told Beetle as I hobbled into our apartment on a crutch, "We're busting out Chameleon."

"Whoa, whoa, slow down! Why the hell should we bust him out? I didn't even know he was arrested! Also, what the fuck!?"

"I saw it on the TV while I was in hospital."

Beetle sat me down on the couch we picked out together, "Now you listen to me, we aren't busting anyone out of anywhere, least of all the Chameleon. He's the reason we lost our jobs in the first place!"

I stretched out my legs to ease the ache in my lower back, "He has an unparalleled ability to disguise himself."

Beetle sighed, "This is about Peni again, isn't it?"

"She's taken over the Bronx, Beetle. I couldn't take up my old position even if I wanted to."

He flopped down beside me, "I get it. You're passionate about fighting for the underdog. Peni's Oscorp, and Oscorp sucks ass. I get it, alright? But we've got a life here, Ludwig, a life worth way more than naming and shaming some little girl."

I imagined her cocky smirk and scowled, "She's the reason I'm stuck as a nobody. Her and Oscorp and their ilk. They have to pay. I need to make an example of them."

Beetle rested a hand on my shoulder, "You aren't a nobody to me."

Even without my sixth sense I knew what he meant. I'd known it ever since those dark days in Central Park, "I need this, Beetle."

"We tried fighting Oscorp before. They're too powerful. You're doing such good work in the Bronx! Who cares what the papers say?"

I growled, "I care! I deserve more! How dare she steal all of my fame!?"

His eyes became amber, "Calm down. You just got out of hospital."

"No," I said, pushing myself up on my crutch, "I'm doing this."

As I looked out upon New York I heard him say, "You're gonna get yourself arrested!"

"Not this time I won't. I have a plan."

"Ludwig—"

I turned to face him, "Join me, Beetle. Together we can take her down. Her and Oscorp both."

He shook his head, "Ludwig… I… I can't let you. You can't do this."

"I must do this."

"No! What you must do is rest here, at home."

I laughed, "This is no home. We can do so much better."

Red eyes now, "Maybe you're forgetting we used to live under a pipe."

"You can't stop me. Either you can join me, or you can stay here. But I'm going."

I headed over to the back of the room to get my costume.

"Ludwig, wait!"

I paused. His voice was as soft as his synthetic vocal cords would allow, "I love you."

My fingers were round the handle of our second-hand bureau. We picked it up at a little corner store run by an old lesbian couple. It was a dusty old time capsule of a place, dingy and cobwebbed, with far too many antique mirrors on its wood-paneled walls. The couple had that alternative look: baggy rainbow jackets and liquileather pants, necklaces and bracelets all over. They didn't seem to care about my face. Not even their most hidden emotions betrayed any sense of disgust. The tallest of the pair told us that we looked cute together. Beetle had been too embarrassed to reply. Back then I told them, 'We're just friends'. Now, in our apartment on Blackwell Island, I told him, "If you love me, you'll help me."

It wasn't love that embraced him as he staggered towards me. It wasn't love that stroked his metal head as he answered, "Okay, for you… I'll do it…" and it wasn't love that filled my heart with joy in response. I never loved him. Not then, and not now. But I did need him. And with his help I knew that I had almost everything I needed to exact my revenge on Peni Parker. When I smiled at him and thanked him for his decision, it was the cold certainty of hate that curled my lips. Whatever simple pleasure life had to offer was dead to me now. It died when Miles Warren mutilated my face. There could be no honest glory for me in this world. Whatever I wanted I had to take, and that's exactly what I did.

With Ohnn's help I located Chameleon. He was in the Raft, the supermax prison for super-human criminals. The entire building was protected by an intense force field, one so powerful that even Ohnn couldn't teleport into it. But the field wasn't maintained with the island's power alone. It drew from the city's main grid to keep itself at maximum strength. I summoned Beetle, and with a single, enormous ball of hard light he blew Manhattan's main power station sky high. The Raft's field weakened, Ohnn got a lock on the Chameleon's cell, and we teleported in. He was more amenable than I expected. After only a brief discussion he agreed to help — if I'd let him steal Peni Parker's face. He didn't mind waiting to kill her, and so I didn't mind giving in to his demands. Before we teleported him out of his cell he insisted we take him to the home of his prison psychiatrist, so we did. When I realized why, I revised my plan.

"You'll be her teacher," I said, "We'll work out which later on."

Chameleon told me, "They'll need to die too."

"Fine."

I told Beetle none of this. After blowing up the power station he waited in our apartment like a good pawn, lying hidden until I needed him. It was better that way. He was sensitive, soft. But his armor was strong. When the time was right he'd be a formidable foe.

But not yet.

A few days later we located a thief, a man named Overdrive. The news story was on the second page, right behind the front-page photo of Peni taking a nap in Chatham Square: 'Armored Truck Destroyed By Rogue Motorcyclist, Six Injured, One Dead'. It piqued my interest. When we met him he was in full crash gear, complete with a whole-body leather suit and a dark helmet with a jet black visor. His power was as theatrical as his outfit: nanomachines running through his veins that allowed him to augment any vehicle he touched. He demonstrated this by turning a single seat compact car into a six-person people-carrier.

He rapped his gloved knuckles on the hood, "You could drive this bad boy through reinforced concrete and you wouldn't even feel it."

We hired him. And with that, finally everything was in place. I outlined my plan to all but Beetle, who I kept in reserve for his own sanity, and then, in the autumn of 3145, we put it into action. The plan was simple: destroy Peni's reputation, then destroy Peni herself.

The first step was acquiring hallucinogenics from Bellevue Hospital. It would've been trivial to simply teleport in and steal them, but I needed to unsettle Peni before I began my attack. We waited until her very first day back at school. I stalked her as always, keeping a line of communication open with Ohnn in case I needed to be teleported. When Peni began to close in on Mason Banks I commanded Overdrive to go and steal the drugs.

As I expected, the little runt gave chase. Overdrive evaded her well, but in the end he wasn't good enough to outrun her. Up in the sky Peni was preparing to dive on top of him. I summoned Ohnn. Peni dropped down like a missile, aiming her feet for Overdrive's car. Just as she made impact, Ohnn and I teleported in and whisked Overdrive out of danger. In the void we waited, watching her through one of Ohnn's 'spots'. Her frustration became confusion, became panic.

It's working.

But that was only the beginning. With my knowledge of her routine I waited until lunchtime that same day, then sent her the first of many disturbing messages.

[I'm watching you]

I didn't need to see her to know that it worked. As I sent her more and more messages my sixth sense bristled with her fear. I teleported into her room and placed a threatening note under her pillow, then I went back to my apartment. Beetle was up watching TV.

"How did it go…?" he asked feebly.

"Brilliantly. She's already out of her mind with fear."

His eyes turned pale blue, "I just can't help but think, you know… that she's just a kid. Even if she works for Oscorp—"

"Beetle," our eyes met, I put on a pained expression, "You love me, don't you?"

I could tell that hurt him, "Of course!"

"Then trust me."

A few hours later Ohnn appeared in the living room to inform me that Peni had fallen asleep. I left, assuring Beetle I'd return soon. Standing beside Peni's bed, staring down at her sleeping face, I saw my hands round her neck, and in my mind felt her struggle under my grip. Oh how easy it would've been to kill her there, to wring the life out of her once and for all. But I had to be patient. Taking a deep breath, with my suit on and my filtration helmet firmly in place, I slid the hallucinogenic gas canisters into position in my gauntlets and released the vapors into the air. I watched as she breathed them in, so peaceful. Such a young face. Such a beautiful face.

Soon I shall see it contorted in terror.

I could hardly contain myself. But I mustered the strength to go back with Ohnn, back to my pedestrian apartment. Thankfully I didn't have to endure Beetle's melancholy presence for long. Not an hour after I'd administered the gas Peni was awake and off into the night, swinging away in her mech. I had Ohnn take me to Oscorp HQ, the site of my second greatest failure. Now it would be the site of my greatest success. And how glorious it was! Even more than I expected! With just a few well-placed holograms the foolish child slipped into the delusion that she was really fighting Otto, the super-intelligent AI. I couldn't help but laugh when she fired a rocket straight into Norman's precious tower. When she went home without her mech I was almost in tears it was so funny. I hadn't accounted for that in my plan.

Who would've thought humiliating her would be so easy?

With that, I thought my work for the day was done, and I retired to my apartment. As a precaution I sent an AI-controlled drone to watch Peni's house, but I didn't expect it to capture anything useful. How wrong I was! The stubborn little nitwit snuck out in the night to meet her friend Cindy Moon. The camera followed them from a safe distance, capturing every moment on video. Peni was so sleep-deprived she didn't even notice it. I hadn't slept much either, but the sheer excitement of my conquest kept me going. I woke after only a few hours sleep to see the camera trained on the Reed Richards Science Center.

"I wonder what Osborn would think if he knew about this?"

Quick as I could I downloaded the drone's data and typed up a report. I titled it CORPORATE ESPIONAGE and sent it straight to the Daily Bugle. I knew they'd take it. What I didn't know was that they'd print it in Gene Pop! The fallout was instantaneous. All over social media people rallied behind the myth that Peni was planning to abandon Oscorp. It was only a matter of time until she saw it herself.

So far so good. The next step was to confront her directly and show her just how powerful I was. I had the whole confrontation planned out. I'd be the hero, as I'd always deserved to be, and she, despite all her fame, would be the failure. Her pretty face would get her nowhere, and I would be supreme.

There was only one problem.

"No, Ludwig! I said I'd help but that's too far!"

Beetle's eyes were a fierce red. I retorted, "Do you think she'd show you the same compassion?"

"She doesn't kill people, Ludwig."

"No, she leaves that to her superiors."

"We don't know that for sure."

I got up in his metal face, "You're the one that warned me about human experimentation! You're the one who wanted to break into Oscorp and be a hero!"

He backed away, looking nervous now, "Things were different then."

"Yes, you were poor."

"I had nothing to lose! Now we've got—"

"What? This? Some apartment?"

He looked away. I grabbed his shoulders, "Do you love me?"

"Don't—"

"Do you love me?"

He sighed, "Please Ludwig…"

Ludwig, my fake name. Even the name 'Quentin' felt fake now. Now I was Mysterio, the savior, the destroyer, the god.

"She won't die, Beetle."

"I can't—"

I smiled reassuringly, "You can, I know it. I believe in you."

"No. I won't. Not to a child."

I let the smile fall from my face, "Don't forget what you've done, Beetle. I'm the one who paid for your new identity. I still have a copy of your old registry data."

Air wheezed out of the vent in the back of his head, "No…"

I grinned, "Oh yes. So will you help me?"

The color in his backlit drained to a pale grey, "I thought you loved me…"

I cupped his brown, human cheek, "How can I love you when you try to hurt me? All my life I've wanted this, and you promised to help, and now you're telling me you won't."

He took in a deep breath, "Please."

I help up a single finger, "You only need to help me once. That's all. Just this once, then I'll never ask you again. You'd do that for me, wouldn't you?"

His eyes still grey, he nodded, "Just this once."

"Thank you. That's all I need. We'll be changing the world, my love. Think about all the robots that'll be free when Oscorp is destroyed. Think about it."

He did, and during the Mason Banks invasion that same afternoon he performed his role perfectly. The terror in Peni's eyes, the weight of the helplessness in her heart, was simply delicious. She couldn't protect anyone, not even her dearest friend, and everyone could see it, and they could see me, see my complete and utter supremacy, my majesty…! Finally I had become god.

"I am god," I whispered to myself as I flew back to my apartment, savoring the sights of New York, my New York now.

I had so much more planned for Peni, but in the end those few days were all it took. Norman Osborn did the rest of my work for me, sending Peni out to the protesters surrounding his accursed offices. Her collapse and the inevitable public fallout from her decision to tow the company line gave me even more ideas, and while she lay in bed recuperating I positioned myself as the leader of all free people. It was us versus Oscorp, or so I said.

By the time she was back on her feet it was too late. She'd lost the city's respect, and by her shameless obedience to Norman Osborn, it seemed like she'd lost all self respect, too. The time for her demise had come. I called Overdrive, prepared a vat of acid to dispose of Peni's body, and hid myself inside the truck with Ohnn. Chameleon gave us the signal just after 1pm. Ohnn teleported him in, I wrapped my fingers round Peni's neck—

Then that happened.

"How did she disappear!?" I growled, kicking the truck's inner wall, "I had her! I had her in my hands! Ohnn, what did you do!?"

"I didn't do anything! It wasn't my portal!"

"Then whose was it!?"

We spent days searching for her, but to no avail. She wasn't at home, at school, or at Oscorp. Not even Gene Pop could find her. It was as if she'd disappeared from the face of the earth. Beetle told me to drop it, to let her go.

"You got what you wanted, didn't you?"

And I had. I was the hero now. I'd taken her place, completely and utterly.

I told him, "It's not enough…"

She needed to die, by my hands. I needed to see the light fade from her eyes, watch her pretty face fall limp, lifeless. And I needed all this to happen in front of an adoring audience.

I will have my fame, the fame I have always deserved!

Teleporting into the New Broadway Theater I cleared out the staff and bolted the doors. It was time to quite literally set the stage. Three chairs for three hostages. Physical restraints, old-fashioned and fool proof. I'd keep them here, her closest friends, and broadcast their suffering for all to see. The crowds outside would love nothing more than a bit of bloodshed.

And I'll give it to them.

I told Ohnn, "Bring me Cindy Moon. Alive."

Then I turned to Chameleon, "I know you're upset with me—"

"I'm not upset, Ludwig, I'm impatient. You promised me a face."

"And you'll get it. But first, I need Harry Osborn."

"Send Ohnn."

"I can't. This needs a more… delicate touch."

He pressed a finger into my chest, "I won't be tricked again, you dome-headed buffoon. If you think I'm going to waltz into Oscorp Tower to be arrested on your behalf—"

"Who said anything about Oscorp Tower?"

Chameleon stared at me in confusion, "Where else would he be?"

I smirked, "Mason Banks. Didn't the staff show you the panic room?"

He frowned, "Of course they did. But why would he be there?"

"Think about it. If you knew your life was in danger, and that a super-human opponent and his army were marching on your location, would you keep your son with you?"

"This is Osborn we're talking about."

"And he wants his company to have an heir. Harry isn't at Oscorp Tower. He's in the panic room. And if he's in the panic room, Ohnn can't teleport to him. The forcefield around it is extremely strong, thousands of times stronger than the one around the school building. I trust you remember how I freed you from the Raft?"

"Ugh, fine, fine!" he groaned, turning his back on me, "I'll bring you Harry."

"Good."

"But if I see Peni first, I'm taking her face."

I snarled, "Don't you dare."

"Try and stop me."

It took all of my willpower to resist grabbing him and beating him to a pulp for even suggesting that he'd steal my victory.

He hasn't got a hope in hell of catching her. Only I can catch her.

I ran a gloved finger along the arm of the third empty chair.

And I know just how to do it.

Notes:

Ludwig Rinehart is a ridiculous name but it's one of his canon aliases so I HAD to try it cos you know this fucker is theatrical in the silliest ways. I'm VERY much looking forward to writing in Peni's head again but it's been a fun challenge trying to make Mysterio's voice distinct from hers. I've also been getting a crap ton of ideas for the next fic in this series and I really can't wait to get started on that (when this is done) either.

Chapter 13: All My Pasts and Futures

Summary:

Peni and Harry make their way towards Oscorp Tower so that Peni can rebuild her mech.

Notes:

We're back in Peni's head again! It felt SO good to write in her voice, it really reminded me why I love writing this story. To ALL the people reading this, thank you so much :) It means the world to me that someone else enjoys reading about Peni as much as I enjoy writing about her.

This chapter is 10,078 words long, btw! But there are plenty of spots where you can take a break and come back later :)

Recap of last chapter: Last time we entered the mind of the cold-hearted Mysterio and learned how he systematically destroyed Peni's reputation and her mental health by combining his 'sixth sense' with the powers of his newfound associates: Beetle, Chameleon and his old school friend Jonathan Ohnn. With Beetle's hard light weaponry, Chameleon's skill in camouflage, and Jonathan Ohnn's incredible ability to warp through portals to (almost) anywhere he wished, Mysterio thought he had Peni right where he wanted her. But just as he was about to kill her, she was warped away. In her absence he secured his position as the leader of the anti-Oscorp movement, and sent his men out to kidnap Peni's loved ones. Ohnn went for Cindy, Chameleon went for Harry, and Mysterio plotted to get one more...

Mysterio was none the wiser when Peni finally returned to the city. Now, with Harry (who she met at Mason Banks), our young heroine ventures forth to Oscorp Tower to rebuild her mech, so that she can stop Mysterio's charade before it's too late...

Warning: This chapter, like the one before and like the ones coming up, features graphic (but not gory) fight scenes. I'll put additional warnings in the end notes, so don't skip down and check them unless you wanna know because they might spoil you (I'll try to avoid making them too spoilery).

(See the end of the chapter for more notes.)

Chapter Text

Park Avenue had always been a dark street. Real estate companies had been competing right since the great rebuild to make their towers the tallest. No one wanted to be near the flood water. The competition heated up even more after they reconstructed Central Park. In the end the buildings stretched so high that not a single ray of sunlight reached the bottom. The only light you get down there now is the warm neon glow of hotel signs, rising up out of the darkness like bioluminescent fish. It was on the rigging holding up those signs that Harry and I climbed as we made our way towards Mr. Osborn's private tunnel in Lenox Hill.

"I don't like heights, Peni," Harry complained.

I took his hand and pulled him across the gap between a pink 'R' and a blue 'Y'. The pipework holding the letters in place trembled as he thwumped down beside me.

"Don't worry," I said, "I got you."

We shimmied along a ledge and hopped onto a hotel room balcony. My spider-sense was going crazy. It'd been throbbing in my skull ever since we left Mason Banks. If not for all the fighting in the streets I would've assumed we were being followed. But we weren't. I checked. It didn't ease my mind though, or calm my spider-sense down. I had no choice but to ignore it. There was one thing I couldn't ignore though, and that was Mysterio's stupid speaker drones flying to and fro just below us.

"Take back your city!" his (probably pre-recorded) voice commanded, "The time of billionaires has passed! The time of the people is now!"

"Sheesh," I tutted, letting myself into the hotel room through the balcony's glass doors, "When did he start developing class consciousness?"

"It's not funny, Peni," came Harry's voice from behind me.

"No, it's annoying! Of all the people to lead an uprising, why'd it have to be him!? I either stand against him or with the company that takes their houses away, imprisons them without trial-"

"Could you just stop, please? My dad's a dick but he's not a monster, Peni. Why are we in here anyway? We have to hurry. We need to get to Oscorp. If someone finds us—"

I started opening every cupboard in sight, "Harry I know, alright? I'm going as fast as I can."

"He has Cindy."

"I know! But you know what else he has?" I yanked open all the wardrobes, "A whole gosh darn army! What we need is a disguise…"

I heard Harry shake his school-issue protective vest, "I thought that was what this was for?"

Every storage compartment of every kind was completely and utterly empty, "No," I sighed, "That won't be enough. Not with the amount of people he has on his side. They're everywhere. We wouldn't stand a chance against them."

"Can't we just avoid them, like we have been so far?"

"No, cos the tunnel is right at the bottom of the city, where they are. When you said he had an army, you weren't kidding. Ugh… this is impossible. "

I held my head in my hands.

What would Ham do? What would Noir do?

"Peni?"

"Harry, please, I'm trying to think."

Need to get to Oscorp. Just need to get inside. Once I'm inside I can—

Then it came to me.

"Hang on!" I felt a grin creep across my lips, "forget the tunnel!"

Harry looked at me like I'd just grown a third nose, "Excuse me? We're not taking the secret tunnel now?"

I started pacing around the room, energy coursing through my body, "We couldn't get in there anyway. It has to be opened manually, from inside the tower."

"What!? But you suggested it in the first place!"

"That was when I thought I could call Aunt May! But she's not answering her phone," my excitement became panic, "Nor is Uncle Ben… but I can't think about that right now! Gotta focus. Gotta get to Oscorp. No tunnel but… agh! I wish I had some candy, I can't think, can't think! Oh!" I pulled out my phone and quickly made some notes, "Okay, hang on!"

SP//dr showed me his memories of the satellite maps of New York. I could see it all laid out before me. All the old traffic data, population distribution grids, crimes broken down block by block. The last thing he showed me was a cross-section of the city, every layer spread out like a deconstructed sandwich. I took in as much as I could, though I knew I didn't need to. As long as it was in SP//dr's head, we could both use it. I just needed to trust my spider-sense.

I fell back onto a bouncy double bed, my head spinning, "This hotel, do you think it goes right to the top?"

"The top…? I dunno…"

"Well I think it does."

Harry peered out the balcony door, "There are too many bridges in the way for me to tell."

I pointed at the ceiling, "Exactly!"

"Can you stop speaking in riddles?"

I sat up on the edge of the bed, "We can't use the tunnel, so we'll use a bridge! We'll go up so high that we'll go right over all the protesters. Mysterio doesn't even know I'm back! It'll be easy!"

I could tell from Harry's eyes that he wasn't convinced, "Oscorp Tower doesn't have any high-up entrances. Everyone comes in from the ground level, where all the guards are."

I tapped the side of my nose, "It does have one… your penthouse."

"My—" he shook his head in disbelief, "There's no bridge to that!"

I stood up and rested my hands on his shoulders, "So we'll fly."

"From?"

"Wherever's nearest! First I'll need some materials though."

"And a workbench, tools, and god knows what else. Seriously, we should've done this back at Mason Banks."

"Mason banks, Shmason Banks! I don't need a workbench! I don't even need fancy tools! "

"Pfft!"

I opened the hotel room door just a little, peering out into the hall. It was empty. There was no sign of the chaos unfolding outside, but my spider-sense wouldn't shut up. SP//dr himself was super agitated, running from one shoulder to the next and back again.

What's wrong, buddy?

The image he showed me made my blood run cold. As clear as a lucid nightmare: the Chameleon's white, featureless face.

No, there's no way he's onto us. No one followed us here. I checked.

I took another look down the hall. Definitely empty. Completely empty. I couldn't hear so much as a footstep.

I promise I'll be on my guard, okay? Just watch my back and we'll get through this.

I waved Harry over, "Looks clear. We'll take the stairs."

"Are you sure it's clear?"

"Not even slightly. Let's go!"

I grabbed his hand and dragged him into the hall.

"Wait!"

We sprinted through a maze of beige hallways until we found the equally beige stairs. Up we went, flight by flight, our safety vests rustling against our school uniforms. There were a lot of stairs, and I mean a lot. After we'd cleared maybe twenty flights I flopped against the wall a panting, sweating mess, and wheezed, "Okay, maybe we take the elevator instead."

I could've kissed the elevator's chrome walls as I felt its ice cold air conditioning on my sticky skin.

"Thank god!"

Built into the wall was a touchscreen with a scrolling table of numbers. I swiped up to one of the larger ones and gave it a good long press.

Harry stared daggers at me from the corner, "None of this would've happened if you hadn't left."

I gave him a dirty look of my own, "I didn't choose to leave, you know!"

"Then why did you leave?"

I paused, "Mysterio… did something. He sent me somewhere, somewhere far away…"

"Where's somewhere? You were gone for a whole week."

He stared at me unblinkingly. I felt the elevator pick up speed, "It's not important. It'd take too long to explain."

I couldn't tell him yet. If I told him, he'd tell his dad, even if only by accident. Interdimensional travel was a power Norman Osborn definitely did not need to have.

He sulked, "Come on Peni. I'm your friend, aren't I?"

"A lot happened, okay? It was confusing, and weird, and I don't even know where to begin explaining it to you. Just trust me when I say that it's not important. I promise."

I wanted so badly to explain it to him, to tell him that not only was interdimensional travel possible, but that I personally had figured out how to repair a wormhole generating supercollider. But I couldn't.

He tutted, "Fine. You can tell Cindy later I guess."

I rolled my eyes. What was it with Harry and his obsession with that stupid rumor about me and Cindy? I mean yeah, I liked girls as much as anyone, but we were just friends. I didn't even know if she was into girls. I'd never asked her, and I had no intention of asking her. Especially not under the circumstances. It just didn't matter.

Please god let her be okay.

I decided, I was definitely gonna give her a huge hug when I found her. As soon as I was done beating the crud out of Mysterio I'd be there, arms wide open. She'd be fine, her mutation thing would be fine. Everything would be fine. We'd hug, we'd laugh, the city would get back to normal, and in the end it'd all be a fond memory, just a fun story about that crazy time in our lives when we all thought we were gonna die. Even Aunt May and Uncle Ben would—

My heart froze. Aunt May and Uncle Ben. They were in danger.

Stop. Calm down. They're probably in Oscorp Tower, right at the bottom, surrounded by a super duper strong forcefield. It stands to reason that they have no signal. They've gotta be safe. They have to be. Besides, we'll be there soon.

But the question was how soon? I checked my phone map. In the top corner the notifications counter told me I had over a thousand unread notifications from all my social media accounts. It stops counting at a thousand, so I probably had even more than that.

Don't think about it. I'll explain everything once the city's back how it should be.

And how should it be? Maybe the protesters were right. Maybe Norman Osborn needed to be taken down a peg.

But not like this.

No, not like this. Destroying half the city wouldn't hurt Mr. Osborn. He had enough money to repair it twice over. Right now the people of New York were risking their lives for nothing, and they had no idea.

Mysterio's tricking them all. He doesn't care about justice or equality. I have to help them wake up. Help them see through his lies.

The elevator pinged. We'd finally reached our floor. Harry motioned towards the doorway.

"After you."

Beyond the elevator was a beige hall much like the ones we'd run through before. But this one had a sign on the wall, a sign saying 'Crossway', with a red arrow pointing upwards.

"We're close to a bridge," I noted, "It might even be on the next floor up."

We barreled up the stairs, round the corner and—

—ran face-first into a man in a dark blue uniform. I fell on my butt. Harry staggered backwards. The man gave me a mean look, then he noticed Harry and his expression changed to one of shock.

"M-Master Osborn! How good to see you back so soon!"

I tried my best to hide my panic. Harry, on the other hand, looked like a silicone mock-up of himself.

"W-W-What do you mean back so soon?" he stammered.

"Well," the man adjusted his ruffled uniform, "It was only a few hours ago that you checked out, after all. But if you wish to return, you're more than welcome to stay."

Suddenly it all made sense. I pushed myself up, and before Harry could so much as say a word, replied, "We're just passing through. With everything that's going on in the city right now, we thought it'd be safer to go home through upper Manhattan than…" I gave him my best approximation of a snooty look, "you know…"

It seemed to work, because the man nodded absent-mindedly, rubbing his mouth with a gloved hand, and said, "Of course! Well, if you need anything, don't hesitate to call!"

I winked at him, "We will!"

The man rushed away down the hall and I helped Harry to his feet.

"Well!" I chirped, "That was easy!"

Harry was still shell-shocked, "Peni, I wasn't here earlier. That wasn't me."

I whispered, "I know. Back in the hotel room I had a feeling that someone dangerous was nearby. It must've been him."

"Him…?"

"The Chameleon. He makes himself look like other people."

"No way… you mean he's pretending to be me!?"

"Seems like it. He may still be following us. We've gotta be careful."

Harry gulped, "Right. Just one more thing to worry about I guess."

"Don't worry!" I said, clapping him on the back, "They don't call me the amazing SP//dr for nothing!"

He joked half-heartedly, "Pretty sure they don't call you the 'amazing' anything."

I gave him a friendly nudge, "Do you want my protection or not?"

"Sorry, sorry!"


We wandered through the hotel, following the signs, till finally we found an entrance bordered by two more staff members, both female, and both in the same regal blue as the man before. When they saw Harry they bowed in unison.

Harry said, "We're just uh… going to get some fresh air."

The woman on the right asked, "Would you like someone to accompany you, sir?"

I struck a confident pose, "He already has the best bodyguard in New York. We'll be fine. Though I do have one request, if you don't mind!"

They turned their glued-on smiles in my direction.

"You wouldn't happen to have a toolbox lying around here, would you?"


"Isn't this illegal?" Harry asked as I sawed my way through a pole on the underside of the skybridge.

"Depends on how you define 'illegal'."

He leaned over the edge of the bridge so that we were almost face to face, "Pretty sure this counts as stealing."

I'd only been upside-down for a few minutes and I could already feel the blood rushing to my head, "I'm just borrowing it. Besides, your dad owns half the city, so fifty-fifty this bridge might even be your property."

"I don't think the hotel will see it that way."

I cut through the last few inches of the pole and magnetized it to the bottom of the bridge with an EMF pistol, "They're not gonna see it. The structural integrity will barely be affected."

"If you say so."

"I'm an engineer."

"You're twelve."

I put away my hard light saw and pulled out a laser pen, "And you aren't?"

As I carved a design into one of the bridge's metal plates Harry commented, "That looks dangerous to me. And slow."

"I'm concentrating," I replied, trying to keep my mind focused on the image SP//dr was feeding my imagination.

A humid gust blasted under the bridge, almost unseating me from my precarious position between the bridge's various support beams. Caught in the gale, my school tie blew out of my shirt and flopped onto my face.

I tutted, "Typical."

Far below I heard the faint cry of one of Mysterio's drones.

"Rise up!" it said, "Freedom for synthetic lifeforms! Freedom for all living beings! No more Oscorp tyranny!"


Guided by SP//dr's photographic memory of the New York City satellite maps, we strode across bridges and clambered over rooftops till we reached the top of Roxxon Tower. Somehow no one saw us thwump onto the roof. Which was just as well, cos with the huge wings we had strapped to our backs, we were about as subtle as a pair of jumbo jets.

Harry stretched out his wing-laden arms, "Peni, I'm nervous."

I glanced out at Central Park's main dome. In better times it'd be filled with food carts selling burgers, hot dogs and honey-roasted peanuts. They were always run by some middle-aged guy in a threadbare cap, and they always gave me a little extra with a wink or a smile or some line like, 'Thanks for keeping us safe, spider girl!' — even though that wasn't my name (not that I minded). Now it was surrounded by a swarm of police cruisers and anti-artillery hovertanks.

Nothing says 'New York' like a mechanized army guarding an artificial park.

New York wasn't perfect. Heck, New York was really a pretty awful city. But it was my awful city.

It's not the people's fault that corporations suck so much.

They weren't to blame for falling for Mysterio's tricks. They needed something to believe in. Something to hold on to. That used to be me, till I let Mr. Osborn get me under his thumb. Now I had to set things right. For them. For myself. For Dad…

Oh Dad… I'm not sure I can do this. I can't fix an entire city.

"Peni, come on!"

Harry was sweating. A lot. It glistened on his face in the city's everlasting synthetic glow. I walked over and made sure that his harness was properly keeping his wings in place.

"Looks good to me, Harry."

He sighed, "I know the wings are on, but I mean… how do I fly with them?"

"Well you don't fly fly with them. It's more like gliding. Oscorp's not far," in fact I could see the tower's tip just a couple blocks away, along with the angry orange of an active fire smoldering behind a pillar of gray smoke, "We just have to stay in the air long enough to reach your penthouse."

I walked past a huge satellite dish, beckoning Harry to join me. Oscorp Tower was in clear view now, right at the corner of Madison Avenue and 59th Street. Even from way up where we were you could hear the protesters. And the gunfire. I took a deep breath and leveled my eyes on the penthouse. The lights were on, but there were no guards outside. No security drones either, nor an emergency forcefield. It was completely unprotected.

I was right, they evacuated everyone to the building's sub-levels. It makes sense. No point wasting power to protect an empty room.

I asked Harry, "Do you trust me?"

He stared at the tower, breathing heavily, "This is crazy."

"We're gonna make it Harry."

He looked over the edge then immediately backed away, "Oh god."

"Harry," I said, trying to hug him with my now-winged arms and failing miserably, "We're gonna make it."

He shook his head, "I can't."

"You see this?" I said, pointing to a clumsily-made button jammed onto the edge of a metal rod, "This adjusts the flaps. Harry are you looking?"

He leaned on his knees, panting, "I'm not ready for this."

I unholstered one of my winged arms, reached around and pulled the EMF pistol out of my backpack.

"Even if you fall," I explained, holding the gun out to him, "If you fire this on reverse setting. Here, I'll just switch it over. Okay, if you fire it now, it'll stick you to whatever metal thing is in its direct line of sight. Got that? Yes? You know what that means, right?"

He flapped his wings feebly, "These are metal wings, Peni. How are we supposed to fly with them?"

"The same way cars do, silly."

"I watched you make them. There's nothing fancy in these."

"There's plenty fancy in them. Just trust me, Harry, come on," I handed him the gun and pulled him upright, "Your dad needs us."

And Aunt May, and Uncle Ben, and Cindy…

I tried to keep my anxiety from leaking into my expression. It must've worked, cos Harry squared his shoulders, nodded his head, then said, "Okay, let's get it over with."

I grinned, "That's the spirit!"

We went to the edge of Roxxon Tower and faced the Osborn penthouse. Mag-lanes full of cars flowed beneath us like rivers of fireflies. Even in the midst of Mysterio's chaos New York had traffic jams. I smiled to myself.

This is such a stupid city.

But I loved it all the same. And I was gonna protect it, one way or the other. No matter what it took.

I looked across at Harry, "Ready?"

He nodded again, "Ready."

"Just follow me. The wings'll do the rest."

"If you're sure."

Not even slightly.

But I didn't say that. I steadied myself, focused on the penthouse, then I leapt into the neon ocean.

At first I just fell straight down. Then I let the magnetic resonators, stolen from a mag-lane we passed along the way, do their work. As the cars got closer and closer, brighter and brighter, I felt the wings begin to lift.

Yes! It's working! It's working SP//dr! It's working!

With SP//dr clinging to my neck I went from falling to floating to flying up, up and away, rocketing along the bone-white face of Oscorp Tower. I heard the angry cries of protesters far below me, but at that moment in time it didn't matter. It was like web-swinging again, except now I got to feel the wind in my hair, feel my body twist and whirl around.

"Oh my god!"

Is this how Miles and the others feel when they swing?

Behind me Harry screamed, "AAAAAAHHHH!"

But my design carried us through, carried us up beyond the precipice of the Osborn Penthouse. I got control of myself and hovered for just a moment above the tower's tip. Tilting my head forward, looking past the straggling laces of my school-shoe'd feet, I could see Harry shooting up towards me. He wasn't slowing down — couldn't slow down. I quickly disconnected my wings, and in that brief second of freefall, grabbed him. We kept flying up and up into the sky's infinite abyss. If we didn't change course soon we'd never be able to land safely.

"Harry! The gun! Give me the gun!"

He strained his hand as far as he could, but he couldn't reach it. Holding on as tight as I could with one arm I stretched my free hand towards the EMF pistol. As the wind blew my fringe into my eyes I just barely got my fingers round its grip.

Don't drop it, don't drop it!

I didn't. With the gun now in my hands I twisted my neck round to aim at Oscorp tower, but I couldn't see it, not fully. I had to just hope I was pointing in the right direction.

It's now or never. If we go any higher…

We couldn't afford to go any higher. With my spider-sense as my guide I pulled the trigger. Immediately the gun locked onto something.

Please be the tower.

The magnetic force almost tore my arm clean off, but I held fast. For a second the gun dragged against the wings' momentum, till suddenly we flipped head over heels.

"Hooooly crap!" I gasped as the sky swallowed my feet. Staring me in the face was the pin cushion of New York City's wall of skyscrapers. Harry was still screaming his lungs out. With a grunt I yanked us towards the penthouse's sky garden. We were going down head first, and we were going down fast.

Gotta change our trajectory, pronto!

"Harry! You've gotta straighten yourself out! We're diving in too deep!"

"AAAAAAAH!"

"Harry please!"

As the floor came up to greet us I thrusted him away and dropped the gun. Now horizontal, he flew into the glass door and smashed through. The wings ripped clean off him and clattered to the floor. I saw all this happen in the blink of an eye before my skull hit the penthouse's marble tiling, taking my consciousness with it.


When I came to I was sitting upright, or at least I thought I was. Everything was a blur.

"Harry?"

My voice echoed back at me, "Harry?"

I frowned, "…Harry?"

"…Harry?"

I tried to move but my arms were stuck. All my muscles felt like jelly. I saw a silhouette in front of me.

"Harry, I think I have a concussion."

The echo again, "Harry, I think I have a concussion."

"Stop that!" I yelled.

"Stop that!"

"Harry, seriously!"

I tried to move my arms again. When that didn't work I tried my legs, but they felt just as heavy. I was utterly helpless.

"Harry…" I sobbed.

Finally my vision cleared and I saw him standing there in front of me. I started laughing in sheer relief, "Thank god, I thought I was going crazy for a second there."

In my voice he replied, "Thank god, I thought I was going crazy for a second there."

My relief froze over into numb fear, "…What?"

He smirked, "Some genius you are."

He sounded just like me. It was uncanny. I looked around and realized we were still in Mr. Osborn's penthouse. As I tried to stand up I realized something else: I was strapped to a wooden chair.

"Harry, what's going on?"

He laughed, "You still don't get it, do you? I'm not Harry, you foolish child. Though I'm very grateful his face helped me get all the way here. No one will question Peni Parker breaking into Oscorp Tower. It's what you do, after all."

I blinked, "I don't understand. I don't—"

He grinned, "Harry's gone. This," he pulled at his mouth, stretching it wider than any human mouth should stretch, "is what he gave me before he… went on his way."

I felt like I was falling through the chair, "Chameleon!? No! You didn't… you couldn't… you…"

He chuckled, "Oh I did. That dome-headed idiot Mysterio insisted I go hunting for you and Harry. He wanted me to bring you alive, but," he pulled out a gun, a type I didn't recognize, "I think I'll be taking your face for myself."

"If you hurt Harry—!" I growled.

"I told you," he said in my voice, pointing the gun between my eyes, "Harry's gone."

"I don't believe you!"

He leaned in close, so that I could feel his cold breath on my lips, "You should know that it was you he called for as I did my work. He begged and begged for you to come, but alas, you never did."

"NO!"

Harry leaned back and cackled up at the ceiling, "Hahahaha! I've waited so long for this day, Parker. I'm going to enjoy wearing your face."

Tears streamed down my cheeks, "If you've hurt him I swear… I swear I'll kill you! I'll kill you, Chameleon!"

"No you won't."

He pulled the trigger. Hot goop splattered onto my face, clinging to my nostrils, sealing my mouth. I held my breath as I felt it condense.

"Mmmm!" I mumbled, desperately straining at the bonds holding me to the chair.

"That's right. Struggle. Feel your lungs burn as they run out of air. You insolent brat. I'm going to enjoy wearing your face. And when I'm done, I'm going to enjoy destroying your life until nothing is left, nothing except—"

A huge BOOM filled the penthouse. I heard a thud, then the crack of wood splintering, then—

"GET YOUR HANDS OFF MY NIECE!"

Aunt May!?

Scrambling fingers wrenched at the sticky mask smothering my face. They pulled and pulled, till finally the mask squelched off and I gasped for air.

"Aunt Ma—!"

I was in her arms before I even had time to finish saying her name.

"Oh sweetheart," she cried into my shoulder, "I thought you were gone. I thought he got you. I thought…"

Her hair brushed against my tear-stained cheeks, "I love you so much Aunt May."

"You should've called me."

"I tried! I tried so many times, but I couldn't… I… oh Aunt May, so much has happened. I can't explain it. My head's all messed up."

She pulled out a handkerchief and gently wiped the gunk residue off my face, "I'm never letting you out of my sight again, you hear me?" she bit her lip, trying to hold back more sobs, "Never again."

"I'm so sorry Aunt May."

She shook her head, "No," hugging me once more, "I'm sorry."

Safe in her arms I watched as a squad of heavily armored Oscorp guards ran across the room. Splayed over a fractured table, beneath a huge crack in the wall, was the Chameleon, his mask half off his white, expressionless face.

As I wondered whether or not he was alive one of the guards said, "He's still breathing. Cuff him and take him to containment."

Suddenly Aunt May was kneeling down, untying the ropes binding my feet to the chair. As I stared down at my scuffed school shoes I got a shock: my own face staring up at me. Even though it'd half melted I could see that all my features were there. It was an almost perfect resemblence, except that the eyes were empty holes, and every inch of its slimy surface was blood red.

"What!? What's—!?"

"Hm?"

Then Aunt May noticed it too. "Ugh," she spat, picking it up and tossing it away, "We'll deal with that later."

"That was… my face…"

"That must be how he impersonated Harry."

"Harry…"

He can't be dead. If I can survive that thing… If I can…

I felt Aunt May's fingers working at the ties binding my hands. Her breath tickled my neck as she leaned over me. Suddenly I felt deliriously happy.

I joked, "You could just go round the back of the chair, you know?"

"I could also leave you tied up."

"Very funny."

I heard a snap, then I felt the pressure of the restraints fall away from my wrists. There were red marks where I was bound so tightly. As I examined my arms Aunt May put a hand under my chin and stared directly into my eyes. Then she felt my head. I could guess what she was thinking.

"I think I have a concussion."

She gave me a serious look, her thin brows pinching together, "You already said that."

I paused, "…did I?"

She lifted me to my feet. Immediately I felt the floor shift underneath me, "Whoa!"

"We need to get you to the med bay."

A woman in white armor strode over, "I'll take her."

I clung onto my Aunt, "Can't you take me Aunt May?"

She kissed my cheek, "You're too big for me to carry, sweetheart."

Sweetheart…

My mind jumped back to the days when my dad was alive. I could almost see him there, lifting me out of the couch. Sorry sweetheart, he said. Sorry I was out so late.

"Don't be sorry, Dad."

I've been neglecting you.

"No you haven't."

I felt something tickle my nose. White hair.

"Huh?"

I saw a woman's face staring off into nowhere. She said matter of factly, "You were dreaming."

"I don't remember sleeping."

Though I certainly felt sleepy, bobbing up and down in her strong arms.

SP//dr…

He's there. I can feel him on my cheek, a little speck of warm reassurance. He's there, and I'm safe.

I'm safe…

And sleepy.

"Sleepy…"

The woman's face was like a marble statue, "Yes, you sleep now."

I took her advice.


I woke up in a hospital bed. Aunt May was beside me, holding my hand. She told me they had the Chameleon detained.

I frowned, "The Chameleon? How did you catch him…?"

She told me I was attacked. He disguised himself as Harry. I couldn't remember.

I explained, "I found Harry at Mason Banks. We were going to Oscorp together. Where is he, is he okay?"

"We're doing everything we can to find him."

"And Cindy?"

Aunt May rubbed my bruised knuckles, "Uncle Ben's looking into it, along with the rest of the team."

I stared up at the white fluorescents on the white ceiling. Finding words was like plunging my hand into custard, "The school…" I began.

"Yes," she replied, as if she already knew what I was gonna say next.

"It was empty."

She breathed in, "It was attacked. They evacuated everyone they could. They didn't realize that Miss Kafka was… that she was—"

"The Chameleon."

That image of his eyeless, mouthless face forced its way into my imagination. I clenched my fingers around the bed's plastic railings, "Is he definitely locked up? He can't escape?"

"Don't worry sweetheart, he can't escape—"

Sweetheart.

"—we have him in the containment zone. It's impregnable."

I could hear my breathing in my ears, but I couldn't get any air in me. No matter how much I breathed it wasn't enough.

"They have a guy," I wheezed, "He can teleport people. He teleported me — I don't know where, into this truck. Mysterio was there. He had me Aunt May, he had me round my neck."

She squeezed my hand, her eyes locked onto mine, her face rigid in something, maybe fear, maybe pain, "It's okay, Peni. You're safe now. We're here for you."

Sobs wracked my body again, "Aunt May what if they killed Harry? I have this awful feeling—"

"We're searching everywhere we can, Peni—"

"But what if he's dead?"

Aunt May leaned closer, stroking my forehead, brushing my hair, "Shhh… There's no reason to assume he's dead. Mysterio," she looked away, thinking, "Mysterio can't use them if they're dead."

"But Cindy—"

"Will be fine," she said it firmly, with conviction, "They'll all be fine, if I have anything to say about it."

I closed my eyes, "Where's Mr. Osborn? He wasn't answering Harry's calls."

Silence.

"Aunt May? Where's Mr. Osborn?"

"He went missing days ago. We assume Mysterio has him, but we can't find him anywhere."

Opening my eyes I pushed myself up on shaky arms, "I need my mech. I was coming here to build a new one."

"A new one? What happened to the old one?"

I froze. Suddenly I became aware of the guards stationed outside the open door. I hadn't even noticed the door till now.

I can't tell her. Not yet. Not while they're there. If Mr. Osborn ever finds out.

I said, "Help me make a new one and I'll explain everything."

Her mouth was a stern line, "You need to rest. The police can handle the rioters."

"That's half the problem. I saw what they're doing out there Aunt May. It's like a war zone."

"It can't be helped."

"It can be. If I go out there and explain everything, I can calm them down."

She sighed, "Peni, the whole city is in chaos right now. There's nothing you can do to change that."

I huffed, "That's not true and you know it!"

She looked off to the side for a moment, frowning as she picked her words, "Peni… even if you could fix it… I couldn't… I can't let you get hurt again."

"Then don't," I said, a hint of a smile crossing my lips, "If you help me, I can be better than ever. You can keep me safe, Aunt May."

"And how exactly will I do that?"

"Remember that stupid monitoring thing Mr. Osborn had Toomes help him with? Where they kept track of my position and all that stuff?"

She nodded slowly, "I do… but look what happened—"

I held up a finger, "That was different. I was taking orders then, helping Oscorp but not helping the people. This time we're saving the whole city. You and me, a team."

She fidgeted in her chair, "Peni, this isn't the first time I've been involved in a mission like this. You remember Stegron."

Just the name was like a knife through my heart, "That wasn't your fault. Stegron was—" I held back tears, "Stegron was just too powerful. Dad did his best. We did our best to help him. And we did help him!" I remembered giving him the instructions for how to evade the giant dinosaur's attacks, "We helped him, and it was good, okay? It was good. And if we do it now, if we do it this time, I know we could beat Mysterio. Please Aunt May. I… I don't think I can do this on my own."

The tears I'd been holding back found their way through yet again, "I tried so hard to stop him. Even before he revealed himself I knew something was wrong, but I didn't tell you, and now look what's happened!"

She squeezed me tight, "No no no, Peni. Peni, it's not your fault, okay? It's not your fault. You didn't cause any of this."

"Please help me Aunt May. We have to stop him."

"We will, Peni. We will. I promise."


In the heart of the Experimental Science Division, Aunt May stood beside me at a fully equipped workstation. I was still in my hospital gown.

She asked, "Are you sure you don't need the original blueprints?"

"No. SP//dr knows how to make it. He remembers, don't you buddy?" SP//dr wiggled his forelegs on my shoulder, "See?"

But I had no intention of just copying the original design. If I had to rebuild the whole thing, I was gonna make it even better than before.

I know that's what you'd want too, Dad.

In principle it'd function in the same way as the original: a sphere with magnetically attached, removable, reconfigurable limbs. But the neural interface needed to be better, much better.

"I want it to work even if I'm miles away," I explained as I dragged a hunk of metal across using a neurally controlled arm, "A metal body SP//dr can use even if I'm totally unconscious."

I loaded it up with lethal weapons when I first worked on it with Dad in our tiny Forest Hills apartment. I was just a kid then, a real kid. I had no responsibilities. But things had changed. Now people relied on me, looked up to me. To some people I was a hero, in every sense of the word, and I needed to live up to that.

"Magnetic thrusters," I said, "But not on the feet. I'm talking projectiles."

Aunt May helped shaped the mech's chassis on a different workbench, "What use will those be?"

"They'll lift baddies into the sky where they can't hurt anyone."

"Mmm! I like it!"

I grinned, "Making stuff is fun right? Especially when it doesn't—" I whizzed a screw into place with a multi-purpose power tool, "—kill people!"

I drew up plans for web bombs, condensation cannons, "They'll take a while to recharge but it's basically infinite water," a sonic dispersal device, energy drills, "To get through wreckage and stuff," nanotech armor, "That old magnetic shielding has to go", impact resistors, stronger and more flexible glass for the cockpit window and a whole bunch of other stuff. But I didn't keep the rockets.

Aunt May asked, "But what if you need them?"

"I'm not gonna need them. Not if I'm doing my job right."

I fired an entire volley at the scorpion guy back in Miles's universe. I don't even wanna think about what would've happened if they'd actually hit him.

I need to do better. I need to be ready for anything. Most of all, I need to show New York what Peni Parker really stands for.

New York already had plenty of violence. The entire city was on fire, trying to destroy itself. I had to be the symbol of peace that Oscorp could never be. It was the only way to beat Mysterio. The only way to show people what New York could be.

Aunt May yanked on a lever and the production line whirred into life, "Will this be enough?"

"It'll have to be."

I stood beside her on shaky legs and watched as the first of my new gadgets rolled along the conveyor belt, each one manufactured according to the prototypes Aunt May and I had built together by hand.

She said, "We don't know what his powers are."

"He can fly."

"Well, yes."

The pilot's chair was zapped into being next as the constructor warped materials over from elsewhere in the factory and spliced them together, "We'll worry about his powers once we've found him."

Aunt May placed a hand on my shoulder, "You never told me how you lost the first mech."

I played with my fingers, "If I tell you, will you promise to never tell Mr. Osborn?"

She looked at me, then she averted her eyes back to the conveyor belt churning out the mech's components, "What about Uncle Ben?"

"Can he keep a secret?"

She remained almost totally still, thinking, "He can if I ask him to."

Anxiety bloomed in my chest. As I saw my spider friends in my mind's eye, that anxiety turned to excitement.

I wanna see them so much. I want everyone to know them, to know how much I love them.

"Okay," I sighed, "But you have to promise."

She smiled, "Peni, you have my word. I promise, no one else will know, no one but me and your Uncle Ben."

I told her everything. I told her about the creepy messages, told her about the trip to the Reed Richards Center, about Cindy, and then finally, I told her all about my spider friends.

She squinted in confusion, "I just can't get my head around a talking pig."

The conveyor belt ground to a halt, "I'm telling you, Aunt May, he was as real as you or me."

"Still, interdimensional travel… that's an incredible discovery. Can you imagine what that technology would do for the city? For humanity?"

I pulled on the hem of her lab coat, "But you can't tell Mr. Osborn, okay? No matter what!"

She held her chin in her hand and hummed.

I pleaded, "Aunt May, you promised!"

She closed her eyes for a minute. When she opened them again there was a warmth in them, the same warmth I saw in the eyes of the May in Miles's universe, "Don't worry, I'll keep my promise. But I think you and I need to do some special research into these Reilly particles. That's life changing technology Peni. Someone needs to develop it."

I stared at her in shock, "By someone you mean, us? You and me, together? In the lab?"

She chuckled, "In a lab. Maybe not this one, not if we want to keep it a secret. Not sure where else we can go though."

"I know a place… but I don't know if you'd wanna go there…"

"Well—"

But before she could say any more an entire squad of armed guards burst into the lab, led by the lady with the white hair, "Peni, May, we've received a transmission from Mysterio. You're going to want to see it."


Down in the control room, Aunt May to my left, Uncle Ben to my right, I stared at the wall-sized screen in front of me as a video began to play.

I saw a stage, the kind you see in a theater. The red curtain was down, and in front of it stood Mysterio.

The woman with the white hair explained, "He broadcast this to every screen in the city."

Mysterio spread his arms wide, "People of New York! Your so-called hero has abandoned you! When summoned to answer for her employer's crimes she chose instead to flee. Now here we are, on the verge of greatness, at the beginning of a new era! An era without Oscorp! An era where innocent, hard-working people are never coerced into installing implants to keep their jobs, an era free of constant surveillance, an era where man and machine are treated as equals! Peni Parker could've joined us on this journey, she could've denounced the evil that is Norman Osborn, but she did not have the courage!" he paused, "I do."

Aunt May slipped her fingers between mine and held my hand tight. I could hardly breathe.

Everyone in the city saw this.

"It is at times like these," he continued, "when our numbers are dwindling, when the very military is set against us, that drastic action must be taken. So I did what Peni couldn't do. I have taken Norman Osborn, and I have brought him here, to the New Broadway Theater, so that he may receive his just punishment in the court of the people!"

Behind Mysterio the curtains slid gracefully apart to reveal three wooden chairs. Above each chair glinted the sharp blade of an axe, held aloft. And in the seats…

I gasped, "Cindy! Harry!"

Uncle Ben staggered backwards, "So that's where he's been keeping Norman all this time…"

I noticed Harry had some strange red splotches on his cheeks. The more I stared at them, the more I felt like I'd seen something like that before, but my memory was still hazy.

What has he done to them…?

Mysterio strode over to the chairs, "Here I have assembled Peni Parker's closest allies. All are guilty of enabling Oscorp's cruelty, though some," he wrenched Mr. Osborn's head back, "are more guilty than others. If it were left to me, I'd kill them all, for evil cannot be allowed to fester, and its seeds, however small, cannot be allowed to germinate once more. But it isn't my decision."

My heart was pounding in my chest.

Mysterio stood center stage, "Instead, I'll leave this decision in the hands of Peni Parker."

I stared wide-eyed at the screen, "What…? He can't be serious…"

"If Peni Parker returns and has the courage to sentence just one of these cretins to death, I'll let the other two go free. Of course, Peni herself must be brought to justice. She misled us all, tricked us into allowing Oscorp to encroach on our civil rights. If she is as honorable as she claims to be she'll accept her punishment," the lights in the theater dimmed, and red spotlights focused on each of the chairs, "But if she doesn't do the right thing, all three of her allies get the axe, and their blood will be on her hands."

"No!" I cried out.

"If there was any other way to get the freedom we deserve, I would pursue it. But Oscorp has made it abundantly clear what it thinks of our protests. They have left me no choice. Peni Parker, if you aren't a coward you'll be here by tomorrow evening. Accept your punishment. This is the word of the Great Mysterio."

The white-haired lady spoke first, "If he wanted to rile up the city, he did it. We're already seeing spikes in violence in the financial district. Should I dispatch a response team?"

From out of the throng of soldiers behind us stepped Adrian Toomes, "Yes, if you have any spare. Suppress them all. Lethal force if necessary."

I stepped up, "No! No killing!"

He was completely unmoved, "This isn't a petty squabble anymore, Peni, this is war. He has the owner of our company and his son. He's attacking every corner of Manhattan and doubtless he'll move out to the other boroughs next."

"Let me stop him."

He moved past me, to the main desk and all its maps and panels, "You're welcome to try."

"Aunt May," I said, looking up at her, "You'll help me, right? You said you would."

She nodded absent-mindedly, "Of course. Though I don't know how long I'll have. Mysterio has armed the protesters with military equipment. They're an army in every sense of the word now, and they're whittling down our defenses bit by bit."

The dizzy numbness of shock rolled through me, "…What? But Oscorp Tower is invincible, isn't it? Even Rhino only got so far."

Aunt May forced a smile, "We're doing our best. Sablinova," she motioned to the white-haired lady, "is the only thing keeping us safe. But Peni I think… I think she and her team should go with you."

I shook my head, "No. No way! I can handle this, Aunt May. I can beat Mysterio."

Uncle Ben leaned over the desk, examining the maps, "Maybe you should stay here Peni, and help us coordinate our defenses. Then we can send Sablinova and her team to get Norman and his son."

"No!" I insisted, "Uncle Ben, what are you saying? Don't you believe in me?"

"Of course I do…" he said, though even I could tell he didn't believe it, "I just worry… I can't forget what happened with Stegron."

"I beat Stegron!"

He hung his head. He didn't say it, but I knew what he was thinking.

I may have beaten Stegron, but Dad didn't…

The last time I rushed onto the battlefield I accidentally unleashed a killer AI, an AI that took my dad's life.

If I got Cindy or Harry killed…

I could never live with myself. But I could never live with myself if I waited and let them die, either. It was a lose-lose situation.

No, it's not. It's not lose-lose. Last time I was in this position I was on my own. I didn't have you, SP//dr.

At that thought my eight-legged friend crawled onto my hand and stared up at me with his twinkling little eyes.

We can do this. Just like Miles did. No one believed in him either, but he found a way. He helped save the multiverse. And so did I.

I discovered the secret to interdimensional travel and even out-fought Octavius, albeit an alternate universe version. If I wasn't ready now, I'd never be. I took a deep breath.

"I'm going," I said, "I'm going alone, and I'm gonna beat him. Then I'll come back and calm down the protesters."

Sablinova folded her arms, "I will handle the protesters."

"The protesters are out there because of what Oscorp's done. Anything you guys do can only make it worse."

"No," she said sternly, "They are there because of Mysterio."

"It's not black and white."

"I will not be lectured on morality by a twelve-year-old."

"Excuse you! I'm not just some twelve-year-old, lady! Who are you supposed to be anyway? I've never seen you round here before!"

She snarled, "I'm the one that's been cleaning up the mess since you ran away."

I huffed, "I can tell you're doing a great job!"

Aunt May stepped between us, and to Sablinova said, "Forgive her, she's still a child."

I glared at her, "I am not a child!"

Aunt May ignored me, "When she's in the mech she's more than capable of handling herself. She's been fighting supervillains for four years now. Just keep the protesters at bay and let's see what she can do when she gets back."

Sablinova looked down her nose at me, "If she gets back."

Aunt May looked over her shoulder, "I can't send Peni in without your permission, Toomes."

I rolled my eyes.

As if I need his permission. Even if he says no I'm still going.

He didn't turn around, "Send her in. She's the best chance we've got. Oh and Peni," he adjusted the big screen to show a view of Times Square in ruins, "Use any means necessary to secure Norman and his son. Any means, you understand?"

I remained silent.

"Do you understand, Peni?"

"I'll do what I'll do."

At that he reeled around, his eyes bright white in the dim room, "If you hold back, and they die, their blood is on your hands."

I scowled at him, "I've saved more people than any of you guys ever have! You should trust me more!"

He turned back to his screen, "I have no choice but to trust you," he paused, examining something on the desk, "Sablinova—"

"Yes sir?"

"Pull your men from Times Square, and forget my previous orders. We need everyone you have here at Oscorp Tower. Immediately."

Sablinova cracked her knuckles, "Fine by me."

I poked my tongue out at her back as she entered the elevator. Aunt May patted my head, "Come on Peni, be reasonable."

I gave her a serious look, "I'm not gonna let soldiers ruin my city."

Her expression softened, "We need to keep the city safe, Peni."

"I will. My way."

I promise.


Our new mech was waiting for us in the hangar. Red and blue, just like it should be. I stroked the cockpit's smooth window, admiring the way the hangar fluorescents sparkled on its clear surface, then I hopped in. I'd designed so many new gadgets for the new mech, but the new seat was probably my favorite addition.

"So comfy," I swooned as SP//dr let himself in to his much roomier, much fancier spider-friendly cockpit. The minute he was in I felt the improved neural interface go to work. Far better than the nanomachine solution I cobbled together before, this one essentially acted as a receiver for each of our brainwaves. If I'd programmed it right (and I definitely had), then it'd recognize and distinguish our brainwave patterns from other people's (and insects'). In practice it meant I could help SP//dr pilot the mech from a distance, and vice versa. Even better, when we were both in the mech, we achieved a state of near-perfect synchronization.

"We estimate the peak sync rate to be somewhere between ninety-two and ninety-five percent," Uncle Ben told me.

The higher the sync rate, the faster you operate. At one-hundred percent you'd be thinking with twice the speed of an ordinary human being — and twice as clear, too.

"How do I look?" I asked, grinning as I tried out the camouflage function.

Gotta thank Miles for giving me the idea for this.

Aunt May smirked, "As cute as ever," then, looking at a tablet in her hands, she commented, "Should help you get to Mysterio undetected."

My smile faded as I remembered the seriousness of my mission, "Yeah, that's right."

A rainbow array of lights flickered into life inside the cockpit. Everything was hands-free now. All I needed to do was sit back and focus. I popped open the candy holster under the arm of my seat. Aunt May wasn't happy to learn I'd hidden an entire jar of gummy bears in the ground floor janitor's closet (which meant I couldn't use the closet as a candy stash anymore), but if I didn't take candy with me for this mission there was no way I was gonna be able to pull through it without getting drowsy.

I grabbed a fistful of gummies and jammed them in my mouth. The sweet fruitiness of the bears sank down through my muscles, and I felt calm.

Time to sync up, buddy.

I closed my eyes and rested my head against the chair's extra-soft headrest. I let my mind drift, like floating in a swimming pool, and as it did I became aware of my new, mechanical limbs. I slipped my fingers through the mech's wires and slid them into place inside its steel hands. Then I did the same with my legs. My heartbeat reverberated through the cold fusion battery, pulsing against the cooling grid and echoing out into the mech's many sensors. As I breathed in, SP//dr breathed with me. Like falling into the world's comfiest bed our minds had merged almost completely. Only our thoughts separated us, a running commentary going on in the background, like a TV left on in a distant room. From within the noise of sensations I heard my aunt and uncle speak.

"Suspension matrix," Aunt May said.

"Functional. All twenty-four gravity mines are primed and ready for launch," Uncle Ben replied.

"Cooling grid temperature."

"Stable at around 290 kelvin."

I felt myself rising up out of the darkness. I could see now, not just with my own eyes, but with the mech's eyes, with all its sensors at once.

"Wow…" I sighed — or thought. At that moment I couldn't tell the difference. Aunt May and Uncle Ben continued their call and response.

"Can I get a check on the seal on that cockpit? We have reports of chemical weapons being used on officers in Gramercy."

"Scanning now," Uncle Ben replied, in my many eyes just a blob of red and blue heat maps. I tested out my spider-sense enhancers, letting my awareness expand through the whole hangar, pinging every person in the room. In the back of my mind I heard Uncle Ben say, "It's airtight. Air filters functioning normally."

"What about the sync rate?"

"Currently at 85%. It seems her concussion is affecting the efficiency of her synchronization."

"Then we'll need to be prepared. What's the status of the emergency batteries?"

"They're all fully charged. She has an entire day of emergency power, at minimum."

"What's the maximum?"

"Three days if she's careful."

"And the web fluid?"

"Also fully charged."

Then Aunt May asked, "Peni? Are you wearing your seatbelt?"

That snapped me out of my trance, "Huh?"

"Your seatbelt."

"It's automatic, Aunt May."

She tapped her tablet, scrunching her face up in confusion, "I don't recall making it automatic."

"I did."

"Oh."

"Don't worry, it'll work. Is that everything? I wanna get out there."

"Hang on," Aunt May said, swiping furiously on her tablet now, "I feel like there's still something I'm missing."

Uncle Ben typed something into a touchscreen on the wall, "Nope, we got it all, May."

"Are you sure?"

He scrolled along the touchscreen again, "Positive."

Aunt May sighed, "Well Peni, it looks like you're good to go. Are you sure you're ready for this?"

I grinned, "I've never been more ready."

Uncle Ben pulled on a lever, "I'm opening the hangar now. You've gotta be quick, Peni. The protesters are on the verge of breaking through the front gate."

I whistled, "It's that bad, huh?"

Aunt May gave me a shaky smile, "Just do your best. I'll be watching you from the control room along with your uncle. And remember, if things get bad, it's okay to run away. You can come back here, and we can think of something—"

SP//dr flashed a bright emoji smile on the new screen. I said, "I'm not gonna run, Aunt May. I won't need to. Mysterio doesn't stand a chance against me now. When I'm done, this whole city is gonna be back to its good old self again. You'll see!"

She watched the hangar door, her face taut with anxiety, "I know. Just…keep yourself safe, alright? We want you back here."

With my mechanical arm I gave her a big thumbs up, "Don't worry, we'll be coming back, and we'll be bringing the others with us."

Cos nothing can stop us when we work together, right SP//dr?

The hangar door clunked into the ceiling. Uncle Ben waved me over, "Go now, Peni! Hurry! And be careful!"

"Yeah, yeah!"

I didn't waste a second. Staring at the floodlit grounds outside I ran for the door. With my heightened senses I could feel everyone watching me, see them waving me off.

Let's do this!

Out the door and into the night. It was even worse than Uncle Ben said. Fire and brimstone all around me. The building across the street was a wall of smashed glass. The protesters were screaming, throwing themselves into the retinue of robot police officers barricading the hangar. I swooped over them, and for a second the screaming stopped.

Someone yelled, "It's her! It's Peni Parker!"

Then a laser blast ricocheted off the nanoplating on my left shoulder. I didn't stick around to find out where it came from. I needed to get to the Theater District, pronto.

"I've missed you too, whoever you are!" I called out as I swung down the street.

There'd be plenty of time to explain my absence, plenty of time to rebuild the public's trust in me — if I could ever rebuild it. But first I had to find Mysterio and stop him before he, or Osborn's private army, could cause any more damage than they already had.

I just hope I can get there in time…

Notes:

Additional Trigger Warnings: suffocation, memory loss.

I had so much fun thinking up in detail all the little bits about her mech. I realised that I didn't have enough proper notes on her first version. Well now I'll make sure to know exactly what it can and can't do! We're getting close to the finale! It's kinda blowing my mind. But I have just SO MANY ideas for this series. I'm gonna try my darndest to write as quick as I can but my hands (and mind) can't keep up with my imagination! I hope you'll stick with me cos I've got so much to share :D

Thanks for reading!!! :) see you next chapter!

Chapter 14: Curtain Call

Summary:

Peni finally goes face-to-face against the man who tried to ruin her life.

Notes:

This is it guys, this is the one! The only chapter left after this one is the epilogue, so buckle up! It's 13.5k words long (I'm so sorry) cos SO MUCH happens and yet it all ties together, so I couldn't separate it out. I got HUGE rush from finishing this, so I hope you enjoy reading it :D

Also I got the most ADORABLE nendoroid ever <3

Recap of last chapter: Last time, Peni and Harry made their way towards Oscorp tower to rebuild Peni's mech. After climbing down Park Avenue they made their way across the rooftops, using makeshift wings to fly over to Oscorp Tower. But the flight was imperfect, and they crash-landed on Norman Osborn's penthouse balcony. Peni was knocked unconscious. When she awoke, 'Harry' revealed himself to be none other than the Chameleon! Luckily Aunt May was there to save the day. After recovering in the tower's med bay Peni set to work building a new mech with her Aunt's help. But she discovered that in her absence Norman Osborn had hired a specialist security team to protect himself. And when Mysterio broadcast to the whole city that he had Peni's friends, and Osborn himself, held captive, that task force threatened to move in and capture them with lethal force. Peni insisted that she get the first shot. Thus, swinging off into the night, she made her first journey in her new mech, praying that she wasn't too late to save them...

Note: this chapter has a lot of discussion of police brutality. Peni's a pure-hearted kid but she lives in a tough world, and she has to deal with not only Mysterio's BS but also Oscorp's BS as well.

(See the end of the chapter for more notes.)

Chapter Text

A female voice crackled through the comms, "Peni, do you read me? Peni?"

"Aunt May!"

"Our systems say you're still on 57th street. Is something wrong?"

I looked at the mess of webbed-up bodies piled around me, "Well…"

We'd wasted half of our gravity mines, a good chunk of our web fluid, taken multiple rocket blasts, and we'd almost totally destroyed the intersection on 57th and 6th, but—

"…we just got a little held up. Nothing big."

"You don't seem to have sustained any damage, though you've used half of your gravity mines?"

"We had to break up a fight."

She hummed in disapproval, "Your sync rate is still sitting at around 85%. Do you feel okay?"

"I feel fine!" apart from having a bit of a headache, though I didn't tell her that.

"The mech will protect you, but you can't risk any more blows to the head."

"I know, I know," I replied, examining a tank I'd webbed to the side of a building.

"The rest of upper 57th looks clear. Broadway on the other hand is swarming with people, probably hostile."

I grabbed another handful of candy and queued up some classic rock, "Guess that means it's time for us to head in, then."

"Good luck Peni. I'll be with you."

"Thanks Aunt May. I love you."

"I love you too. Be safe."

I smiled, "I will. Just make sure we've got plenty of veggie burgers back home cos I'm gonna be hungry after all this."

I heard her laugh, "I won't put any lettuce in them this time."

"You better not!" I joked as I started swinging away, "If you do I'm gonna set SP//dr on you!"


The Broadway that tourists visited stretched out like a radioactive vein from Satellite City, named for the enormous communications tower jutting out of its stack of extra-wide traffic circles. Upper Broadway was a vast canyon of electronic billboards and neon signs. Mag-lanes parted the ocean of color right down the middle, all the way down to the bottom. Up here's where you got all the theaters and fancy cinemas. Down below was where all the power plants were, that and a few seedy banks, cheap apartment blocks, and the occasional abandoned warehouse, populated by the city's growing homeless community.

The New Broadway Theater jutted out from the technicolor noise like the figurehead of some ancient ship. Its massive sign, bearing the famous name in all caps (BROADWAY), sank deep down into the darkness, anchoring itself against the skybridges several strata below. The sign alone was easily as big as an entire building, so wide it could swallow my mech whole. There was an entrance on either side of it — that much I knew from Aunt May, and there were several fire exits out back and further down. With my camouflage activated I parked up across the street, clinging to the wall of another, lesser theater with the magnetic grips in the mech's hands and feet, and examined the scene.

"It's jam-packed with people, Aunt May," I noted, "Just like you said. But none of them are fighting. Seems like they're all Mysterio's guys."

"He's expecting you."

"I already knew that."

As I looked closer I noticed a red carpet sprawling out of the right-side entrance. It was much too big, even for the theater's enormous double-doors, making it bunch up at the sides and zig-zag onto the walkway. It looked ridiculous.

Can't believe I was ever afraid of this guy.

But I couldn't let my guard down. He had my friends. As that thought occurred to me I let my mind sink deeper and scanned the theater with my mech-enhanced spider-sense. As my awareness washed over the theater's enormous auditorium I pinged a person for every seat, their bodies like little pebbles in my mind. In front of my eyes SP//dr collated the information gathered from my spider-sense with the images captured from the mech's many on-board sensors and optical devices, and a picture began to emerge. The audience members were orange blades of grass in my screen, stretching out in grand lawns towards the stage. On the stage were four people. One at the front, three at the back.

The guy up front must be Mysterio.

"I've got him, Aunt May. He's on the stage, just like in the video."

"Are you certain it's really him?"

Cold anxiety weighed on my chest, "You've got the Chameleon, right?"

"Yes, we're interrogating him now."

I paused, "Then I'm certain. Mostly."

As certain as I was ever gonna be. I started planning out my approach, when from behind my chair I heard a familiar buzzing noise.

"…my phone?"

My backpack was carefully strapped in behind the seat. I got up and unzipped the top, pulling out my phone. On the screen was a message. It read simply: [Come in]

No … that's impossible…

I tried to hide the tremble in my voice, "A-Aunt May?"

Over the comms she replied, "Peni?"

"He knows I'm here."

Silence, then, "What…!? How can he possibly know that? Are you cloaked?"

"Yes."

"And the crowd isn't reacting?"

"No."

"Peni—"

"If you don't hear from me," I began, taking a breath, "If you don't hear from me soon, send someone in."

Her voice was low, serious, "Wait there. We'll send backup."

"You haven't got any backup."

"We can send Sablinova's team."

"No. I'm not gonna put you in danger like that. Not when I can still stop him."

"Don't you dare!"

"Someone needs to save them Aunt May."

I could hear her typing, "Sending drones to you now."

"You need those!"

"You need them more."

"Aunt May—"

I heard her giving orders to someone, but I couldn't make out the words.

"Aunt May I'm serious."

"We're dispatching a team—"

"No! I told you not to!"

"We've lost the element of surprise. If he knows you're there, that means he has traps ready."

"And I'll avoid them."

"Just stay there."

I dropped the phone into my backpack, Mysterio's message still bright on the screen, "I'm going in."

"Wait!"

"Call off your team."

"Peni—"

"I love you."

"Peni it's too dan—"

I cut the comms and closed my eyes, "I will not let Mysterio get to me."

He's just some guy. Some guy in a suit. And maybe I'm just someone in a suit, too, but this city needs me. It needs a 'Spider-Man', and though I haven't got a cool name or super powers, I've got my mind, and I've got you, SP//dr—

He sent a wave of loving warmth through me as I thought that.

and I know that we can do this. We can do this. Even if no one likes us, even if no one believes in us. You and me, we saved an entire universe, SP//dr. We traveled through time and space and back again. And they're waiting for us, you know? They're waiting for me to tell them how we kicked Mysterio's big green butt.

"So let's do it, SP//dr."

Before I could change my mind I leapt off the wall and deactivated my cloaking tech. The people below noticed immediately, even before I hit the floor. I landed on the one empty space in the walkway: the right-side entrance to Broadway Theater. I thought Mysterio's followers would attack me. But they just stood and stared. One was guarding the double-doors. He looked me up and down, then said, "We've been expecting you."

"We figured."

He opened the grand doors and ushered us in. Luckily for us the hallway was absolutely huge, and SP//dr and I were able to walk through without having to reconfigure the mech. Every inch of the place was crawling with his believers. They watched us with hateful eyes, sealing off wrong turns and dead ends so that we had no choice but to travel straight to where Mysterio wanted us.

As soon as we set foot in the auditorium he took the opportunity to gloat, "Peni Parker! I see you decided to cut your little vacation short!"

At first I couldn't tell where his voice was coming from. We were so far back that the stage was just a little square in the distance. It was a massive arena, more like a coliseum than a theater. The seats coiled around in a wide semicircle, interrupted only by two enormous marble pillars decorated in golden sculptures. Vast metal girders supported an arsenal of lights, and I could see from the gargantuan TV screens mounted high above the stage that there were four whole tiers of seats, each one full to the brim with his disciples. As I stared at their angry faces the image on the TV switched to a video of me, there in the theater. Using the mech's cameras I zoomed in on the stage and felt that familiar fear coil round my throat. There they were. My friends, strapped to the same old-fashioned chairs from the video, sharp axes gleaming above their heads. All their mouths were taped shut. Mysterio was nowhere to be seen.

I couldn't help myself, "Let them go, Mysterio! I know you're here!"

He played to the audience, "Dear me, it seems she doesn't understand her position, ladies and gentleman!"

As his adoring fans laughed and clapped at his quip I started feeling nauseous.

What is this? What is this feeling? Need to calm down.

SP//dr was already helping to suppress the worst of my anxiety. Like a warm blanket he wrapped himself around my mind. But it didn't quell the nausea. In desperation I began striding down the aisle towards the stage.

"Mysterio! I'm warning you!"

His voice echoed through my head, "Just like you warned Osborn? Clearly he didn't listen, Peni."

I staggered, stalled. Suddenly moving felt difficult.

SP//dr, help me!

He kicked me out of our synced state and took full control of the mech. I was just sitting in the cockpit now, listening to Mysterio laugh to himself. I felt a little better, but I still couldn't focus my eyes on anything.

Mysterio chuckled, "Quite an experience to live in fear, isn't it?"

I manually activated the mech's speakers, "You… you did this."

"I did nothing. Oscorp did this. Oscorp built a city where only the rich and powerful are free, and humanity created a world where only those born lucky succeed. This was always coming, Peni. I am merely the catalyst. You, on the other hand, are a salmon, haplessly swimming upstream. But no one can stop progress Peni. No one. Now, are you ready to make your choice?"

I stared at the three chairs.

Mysterio's voice beckoned me, "Come on, come up on stage. Don't be afraid."

"I'm not afraid."

"You certainly look it. And you are wise to be. You're not particularly popular round here at the moment. Isn't that right, everyone?"

SP//dr dragged us onto the stage just in time to be hit by a sonorous wave of 'boos'.

This is insane.

A camera drone buzzed in front of us. Then from a cloud of smoke came the man of the hour himself.

"Citizens of New York!" he exclaimed, "The moment of truth has arrived! I present to you the one and only Peni Parker, disgraced former hero of this great city!"

The camera flew right up against the mech's window. SP//dr gave it a feeble wave. I rubbed my eyes, willing them to focus on the shadowy audience.

"Peni shall be brought to justice, right here in the New Broadway Theater, but not before she makes a single, all-important choice! Will she finally turn her back on her corrupt corporate overlord, or will she spare him, and sentence one of her innocent friends to death? We all know what a real hero would do, don't we?"

The crowd cheered. Out of the cacophony I heard cries of 'Kill Osborn' and 'Off with his head'. Somehow, despite all the chaos, my mind was starting to clear.

Mysterio continued his speech, "This city deserves a hero — a real hero. One who will stand up to injustice, one with the power to fight those who dare to keep the common man down. New York, you have been betrayed by your supposed benefactors, but I am here to free you now. I am here to be that hero, and with my unstoppable power, with my unwavering determination, we will take back our city. Today is the first step. Today we witness the beginning of a new era!"

The audience were standing in their seats, screaming and clapping and crying for the liar standing next to me. Or maybe he wasn't a liar. Maybe he was right. Everything good and bad about New York was thanks to Oscorp, and there was more bad than good. With Oscorp out of the way—

No! I won't let this city tear itself apart! If Oscorp needs to be taken down then I'll be the one to do it! Not Mysterio, not a mob. Me.

Suddenly I noticed something strange. Something about the audience.

"Their ears…"

SP//dr whizzed through the many different optical devices in the mech: heat-vision, sound mapping, EMF scanners, you name it. Then I saw it, clear as day. They all had earphones in. The reason why was even clearer.

"There's a huge amount of resonance coming from the walls."

And it lined up perfectly over each and every aisle — including the one I walked down, creating a series of standing waves. SP//dr measured the frequency: 18hz. Well below the audible range for humans, but exactly the frequency you'd need to induce hallucinations, optical illusions, and even nausea.

Mysterio clapped his hands and his followers fell silent.

"Now, friends," he began, "I think it's time for the choice. Peni, if you please."

Silently I let myself fall back into sync with SP//dr. My eight-legged best buddy in the world carried us over to the three chairs. It took all my strength to not cry as I saw them tied there, eyes wide and watering in fear. Even Norman Osborn looked scared out of his mind as he stared up at the sharp, gleaming axe poised to fall down and cleave through his head.

Don't think about it Peni, don't think about it. No one's dying, okay? No one's—

Mysterio motioned towards the chairs, "So who will it be? Your best friend? Your employer? Or your lover?"

I'd never wanted to hurt anyone as much as I wanted to hurt him in that moment.

No one has to die.

But if I picked Mr. Osborn, Cindy and Harry would go free.

No they won't. He won't let them live.

But if he did it could buy me time. Enough time to get out. We could all run away.

Peni what are you thinking!?

I saw the axe in my mind's eye, saw Mr. Osborn's face.

I shook my head, "Oh god no. No…"

Mysterio tapped his foot on the stage's wooden floor, "Come on Peni, either you pick one of them, or they all die."

The audience roared behind me, jeering me to pick one already.

"You traitor!" they spat, "You never cared about us!"

I clenched my human fists. I'd made my decision. I leveled my eyes at the chair in front of me, the chair in which Mr. Osborn sat.

I pointed at him, "Norman Osborn. I choose him."

As I spoke my choice the audience erupted in a wave of cheering. Harry and Mr. Osborn stared at me, their eyes bulging in shock.

Mysterio folded his arms, "Care to repeat that for the camera?"

The drone from before came back round, floating between me and Mysterio. I told it, "I choose Norman Osborn to die."

Mysterio laughed, "Hah! Brilliant! I can't believe you really did it! Well, congratulations on having a spine, Peni. Not that it'll do you any good. Anyway!" he walked over to Mr. Osborn's chair and placed his hand on a lever, "Here's to justice!"

In the split second that the lever shifted forward, as I heard the axe click loose, as I saw Mr. Osborn look at me with a frantic mixture of fear and rage, I shot a web at Mysterio's hand. At the same time, SP//dr manipulated the mech's other arm to shoot a web at the axe, sticking it to the ceiling.

"You fool!" Mysterio barked as he tried to wrench his hand free of the now-sticky lever, "You've just sentenced them all to death!"

Without him so much as lifting a finger, the other two axes suddenly began to fall.

NO!

Quick as we could we fired two webs at Harry's axe, just barely gluing it in place.

Thank god!

We prepared to turn to Cindy, then—

We were knocked off our feet by a punch out of nowhere. Before we even hit the floor a pair of arms materialized from a void in the stage.

The teleporter!

"Ohnn!" Mysterio cried, "Take her away! Take her and the mech away NOW!"

As the spotted man's arms desperately tried to gain purchase on the mech's torso I watched Cindy's axe fall ever closer to her head.

"Cindy!" I sobbed, "CINDYYY!"

I knew stopping it was impossible, but even so I opened the cockpit's hatch. There was no way I could reach her in time, but I leapt onto the stage and ran for her chair with all my strength. On adrenaline alone I avoided Mysterio's attempt to sweep me off my feet. The axe was right in front of her face now. I was going to have to watch it hit. I was going to have to watch her die.

I felt myself tipping forward. Felt my right foot slam onto the stage's synthwood planks. I took a single breath, barely a breath at all, my eyes burning, the axe glinting in the limelight. The blade was about to cut into her nose. I blinked. Suddenly the axe was gone.

I stalled, staggering back, hardly able to believe my eyes, "…huh? What…? Was that a trick? Was it…?"

Then I saw Cindy's hands. They were free of their ancient metal restraints. Her wrists were soaked in blood. She was staring at the ceiling. I followed her gaze, and there I found it. The axe, cemented in place by a mountain of web.

"Wow…" I said, loud enough for her to hear and, ripping off the tape covering her mouth, reply:

"Get me out of this fucking chair!"

I'd never heard her swear like that before. I rushed over, wrenching on the metal clamps around her legs with all my strength. But strength was one thing I didn't have. Strength was Noir's thing, Peter B's thing, Gwen's thing.

I grimaced, "If Miles…"

—fingers aching

"…can do it…"

—metal digging into my skin

"…then so…"

—pulling with all my strength

"…can…"

—feeling the metal budge just a little, just enough

"…I!"

Jamming my feet into the floor I gave one final heave and yanked the clamp clean off, screws and all. Then I collapsed on my back. Something walked over, standing on top of me, blocking out the light. The crowd was going wild.

Mysterio's voice, "Hold her."

Cold, angular arms lifted me to my feet. Purple hands came up and wrapped themselves behind my head, putting me in a full nelson, forcing me to stare at Mysterio's stupid dome mask.

He asked me, "Are you familiar with hydrogen chloride?"

A toxic gas. Mostly used to make hydrochloric acid. We dealt with it all the time in the lab.

He adjusted his gauntlets, ignoring my silence, "How do you think it would feel if I unleashed every last ounce in my suit…" he raised his hands so that I could see down the nozzles on his gloves, "…directly onto your face?"

The guy behind me said, "Ludwig—"

"Shh!" Mysterio hissed, "You are not to use that name—"

I smirked, "Ludwig? That's your name…? Ludwig? Like Beethoven?"

"Shut up!" he barked, "I will not be mocked by someone named 'Peni' with an 'I'."

I kicked his shin and he grunted in pain.

"That's it," he growled, "You die now, Parker. You'll die looking as ugly as the world you protect."

The guy behind me spoke up again, "Wait! Maybe we don't need to kill her!"

His voice sounded familiar.

"Don't question me, Beetle," Mysterio cautioned, "This is necessary. Not just for me, but for all of New York!"

As he said that last bit he gestured to the crowd, making them cheer even louder than they were before.

Then it clicked for me, "Beetle!? You're the guy who tried to crush my head at Mason Banks!"

He fidgeted behind me, "Look kid, it's complicated."

"I should've guessed you were working with Mysterio."

His hold on me loosened. He didn't seem to notice, "Kid—"

"You can do better than this guy," I said, sliding my arms out of his grip as slowly as I could, "He doesn't even have a cool costume."

That really ticked Mysterio off, "Enough! Prepare to meet your maker, you insufferable brat!"

He raised his gauntlets. I only had a few seconds before my face went bye-bye. In the back of my mind I heard Cindy cry out my name. I prepared to yank myself forward, to drag my arms out of Beetle's grip. But I didn't have to.

If I could've seen Mysterio's face in that moment, I would've been happy to die there and then. Beetle, without any prompting, slung me to the ground, well away from the gas. All the hydrogen chloride spewed out onto Beetle's metal chest, condensing into tiny drops of acid. But there was still some in the air. I could smell it. I could feel it irritating my eyes. I started shuffling backwards, towards Mr. Osborn's axe chair.

Have to get away.

"Beetle you fool!" Mysterio roared, "What the hell do you think you're doing!?"

He sounded on the verge of tears, "I'm not a killer."

Mysterio got up in his face, "After everything I did for you, this is how you repay me?"

Beetle shook his head, "You're not the person I fell in love with, Ludwig. You've changed."

Mysterio chuckled coldly, "I haven't changed, you spineless worm. You were just too blind to see my true nature, too blind to see the greatness within me. I never loved you. Never…! I needed you for one purpose and one purpose only, and now you can't even do that."

Beetle's eyes glowed a harsh white, "What…? No…"

"Yes! Now…" Mysterio turned his palms towards his partner, "BEGONE!"

With a single thrust and a deafening boom he blasted Beetle across the stage. The purple cyborg cracked into the wall, gouging a crater so deep you could almost see to the outside. The crowd cheered. I assumed he was down for the count. But almost immediately he climbed out of the hole, back onto the stage.

He laughed bitterly, "You ain't the first human to try pulling that stunt on me, asshole."

Mysterio took a step backwards, "You're stronger than I thought."

Beetle cracked his knuckles, "All those years working together… you don't know me at all, do you?" his voice quivered, "You don't even care."

Mysterio held up his hands as if to surrender, and in a sweet voice said, "Let's not get carried away. There's still space for you in the new world, my friend."

"Don't you dare do that to me. Don't you dare promise me something that I know…" he clenched his fists, "…I know you won't give."

"Beetle—"

But it was too late, way way waaaay too late to calm the cyborg down. In a sudden burst of energy Beetle charged across the stage, screaming in anger. He got the first punch, and the second, and the third.

I cheered, "That's it! Take him down!"

He couldn't hear me, which made sense cos I could hardly hear myself over the raucous mixture of booing and cheering coming from the crowd. Some were rooting for Mysterio, others were rooting against Beetle. I took the opportunity to sneak over to Harry and un-tape his mouth.

"Peni!" he cried, his cheeks damp with tears, "You came back!"

I hugged him, "I'm sorry I was gone."

But our reunion didn't last long. Before I even had a chance to help Harry with his metal binds a hand dug itself into my hair and dragged me backwards across the stage.

Mysterio!?

Worse, it was the teleporter, Ohnn. Clearly he'd finished fighting SP//dr — and won.

SP//dr!? Where are you!?

I couldn't feel him anywhere.

"What did you do with—!?"

He interrupted my question with a punch, which I dodged only by the grace of a last-second warning from my spider-sense. It was weaker when SP//dr and I weren't together.

He can't be dead, right?

The mech was nowhere to be seen, but I couldn't look for it, couldn't take my eyes off of Ohnn, because the minute he was done throwing one punch he threw another. Now he was spicing them up, punching into the portals on his chest and sending his fists out in weird directions.

"Whoa!" I exclaimed as I bungled into Mr. Osborn's chair. It rocked, pulling on the webbing holding the axe in place.

Can't let that web break. I can't replace it without SP//dr.

Could hardly think without him. It was like missing a limb. I fell onto Mr. Osborn's lap and Ohnn finally got the punch he wanted, right between my eyes. It was like a knife through my skull, and he wasn't even finished. I rolled off the chair, onto the floor, then out of the floor came a harsh boot.

"Ugh!"

Ohnn opened up two portals either side of me. His hands appeared soon after. Cold fingers round my wrists. They lifted me to my feet. Then they began to pull.

"AAAGGHH!"

I heard Cindy struggling against her last ankle restraint, "Peni! PENIII!"

Out of the corner of my eye I saw something shoot out from a void in the wall. Red and blue. It ran behind Ohnn. A familiar feeling in the back of my mind, like the best hug ever given, told me all I needed to know.

SP//dr!

He barged Ohnn with his robotic elbow and sent the spotted man flying across the stage. The arms pulling me fell limp and retreated into their warpholes. But Ohnn wasn't down for long. As SP//dr strode up alongside me our opponent was already on his feet, staring at us (or at least it felt like he was staring) with his featureless polka-dotted face.

Alright buddy, let's do this together.

I let myself fall into sync with my partner. Now, though our bodies were separate, our minds were one, and we moved as one towards Ohnn. I struck first, swinging my hand at his chest. My bare fist went into one of his spots. I knew, we knew that it would come back at us. That's why SP//dr launched a web bomb into the exact same spot at the exact same time. Sure enough, as my own fist flew towards me, so did SP//dr's bomb. Dodging my own punch, I caught the bomb with my free hand and chucked it up at Ohnn's face. It exploded on impact, smothering him in extra-sticky web-fluid. He grabbed his own face on instinct. Now his hands were glued to his head.

I burst out laughing, "I can't believe you fell for that!"

He staggered backwards, towards Mr. Osborn's chair.

I gasped, "Crap!"

He barreled into it, into Mr. Osborn. The web holding the axe stretched. The chair tilted and fell. I heard a ripping noise, then I saw the glint of the blade in the theater's bright spotlights.

"SP//dr!"

He was over there in a flash. The axe was in his robotic hands before it even came close to Mr. Osborn. He yanked it out of its frame and bent the whole axe in half. Then he dropped it to the floor. Ohnn was writhing in the ruins of the chair, still clutching his face. SP//dr webbed him to the stage, smothering his entire body in web fluid.

You're right. Better safe than sorry.

The hard clank of metal on stone jolted me out of my thoughts. Beetle was in the aisle, face down. Mysterio dived for him.

"No you don't!" I yelled, charging to the aid of a cyborg that had both tried to kill me and saved my life in the space of just a few days.

I don't know what his story is, but I'm not letting him die here. Not like this.

I leapt onto Mysterio's back, punching at his dome, but it was like fighting a statue.

"You worm!" he snarled, flinging me to the floor. Immediately the nausea and dizziness came back.

The sound waves! I forgot about the sound waves …!

While I sprawled half-dead next to Beetle, SP//dr stomped up behind Mysterio. I watched as my co-pilot lifted the dome-headed egomaniac up and chucked him across the theater.

I grinned, "Nice one, SP//dr!"

The cockpit hatch opened. On wobbly feet I dived in, rearranging myself in the pilot's seat. My skirt was all bunched up, my tie was a mess, and my hair… well let's not get started on my hair. I was jumbled up, let's put it that way. Jumbled up, dizzy, nauseous. It wasn't a good time. And at least some of it was due to the dang ultra-low frequency sound Mysterio was blasting through the walls.

If only I could just blow them up. But I can't do that with all these people here.

My adoring audience. As I worried myself sick(er) thinking about how to save them, one of them threw a banana peel at the cockpit window. It slid down, leaving a trail of goop in its wake.

Great

But I didn't have time to sit and mope. Mysterio was already back on his feet.

"You forget…" he began, his voice somehow filling the entire room, "I… am a god!"

He clapped his hands together in a blinding flash of white. I closed my eyes. There he was, imprinted on my retina. I waited for my spider-sense to flare up and warn me of an imminent attack, but none came. I peeked through half-closed eyelids at the stage. Mysterio was still there, standing perfectly still on the stage, but next to him stood four additional Mysterios, two on each side.

I tutted, "Show off."

The spotlights all swung over to him and his clones, leaving the rest of the theater in darkness. In unison they pointed at me and declared, "Peni Parker, prepare to feel my wrath!"

SP//dr and I didn't wait for him to come to us. Immediately we launched a web shot at each of the clones. All of them dodged the attacks effortlessly. They began to circle around, floating over the audience towards me.

Gotta pick 'em off one by one.

We leaped towards the Mysterio on our left, swinging over the ground floor audience, our feet just barely above their heads. It took everything I had to keep us afloat. The constant sound disruption was like an ice pick in my head.

Music… need music…

SP//dr immediately started playing the next track in our on-board queue, 'Maya The Psychic'.

{We're not just dreamers} the vocalist sang, {We're the kind that comprehends}

It didn't totally kill the dizziness, but it sure took the edge off.

Thank god for classic rock!

In my moment of clarity I helped SP//dr take aim for our Mysterio. He was coming straight for us, feet first.

Condensation cannons? Condensation cannons.

They were fully charged and ready to go, and we unleashed every last drop in the tank. Two huge jets of pressurized water on an express trip to Mysterio's stupid green armor. The water struck his knee and, as I expected, went straight through.

A hologram huh? Well two can play at that game.

Our spider-sense told us that the next attack was coming from behind. Quickly activating our camo tech, we let the threat get closer and closer, tracking his position by the air disturbance around us, till just as he was about to connect, we zipped ourselves onto the ceiling far, far above the action. Mysterio's sonic weaponry wasn't as strong all the way up here.

{We 're taking the sound back with us}

We watched his holograms weave about below. Our friends were still strapped to those death chairs on the stage, except for Mr. Osborn, who was out cold on the floor.

Suddenly Mysterio's voice boomed in our ears, "You'll have to try harder than that."

Spider-sense like a clamp around my head. But from where? The answer melted the girder we were standing on, sending us tumbling to the floor. Mysterio, the real Mysterio (I could feel him with my spider-sense), was standing ready in the aisle with a massive laser rifle.

We didn't give him a chance to fire it again. At his feet we fired three gravity mines. The mines locked tight to the floor. If he noticed he didn't care. He pointed the rifle at us. I could see his finger pulling the trigger. Less than half a second and that rifle would hit us point blank. The mech's nanotech armor could handle it no problem. The glass in the cockpit, not so much.

But it didn't matter. The mines were in place, and before Mysterio could get his shot off we activated them. Immediately he flew into the air. His finger finished pulling the trigger. Red laser into blue TV screen. Glass fell everywhere. People started screaming. We were in the aisle again and I could feel it, but we couldn't slow down now. Two web bombs and some rapid-fire web shots. It was enough to trap anyone. It was more than enough to trap him.

If I'd hit it.

No! No no no!

Every shot missed. The bombs missed. SP//dr was almost perfectly accurate, even by himself. I was the problem.

Can't take much more of this. Web fluid is critically low…

As I watched the web bombs splat harmlessly into the ceiling I heard our comms fizzle.

"Peni! Peni!?"

It was Aunt May. She must've found a way to get through on another channel.

I'm sorry SP//dr… I don't understand what's happening. I don't understand at all.

"Peni your vitals are all over the place! You need to get out of there! Do you read me Peni?"

Still stunned, I forced myself to reply, "I'm fine… but…"

"Your sync rate is at 60%, and falling!"

Mysterio rolled himself out of the suspension matrix and into his volunteer army, "It seems I have no choice but to use my secret weapon!"

He clicked his fingers, making sure the camera drones caught the shot and projected it onto the one remaining TV screen. Then the entire theater erupted in one tremendous explosion. It was all round me. White hot, throwing us across the auditorium. Everything was smoke and rubble. SP//dr had the presence of mind to scan for survivors. Somehow everyone in the audience was unharmed, but all four layers of the tiered seating were beginning to crack and lurch downward. If they fell they'd crush everyone on the ground level.

Mysterio cackled, "I was referring of course to your childish need to protect every single worthless life! So now you must choose, Peni Parker. Do you fight me, or do you save them?"

Aunt May was frantic, "Was that an explosion!?"

No time to explain.

{You teenage believers, rallied up against the fence}

I shut off the comms completely and ran for the nearest column. It was cracked, almost totally blown to pieces. It was collapsing. As the web fluid indicator flashed danger red we webbed up the column and moved onto the next. I heard the sound of an energy weapon. Felt it coming for us. We didn't move. As we filled in a crack in the underside of the tiered seating the energy blast knocked us off our feet. We tumbled head over heels into the audience, landing on our back. Sensors told me there were people under us. They were alive, but they were hurt.

I'm sorry! I'm so sorry!

But Mysterio didn't let up. He sprayed acid onto the cockpit's glass, slowly dissolving it. The forcefield wasn't an option, not with all the civilians nearby. Our only choice was to grab his hands and web up his gas nozzles.

"These people believe in you," I said as I shot the webbing, "And this is how you treat them? You're just gonna let them die?"

"People are replaceable!" he declared, "But glory is eternal! All my life I've been shunned by society. Now they shall know my name!"

Without his gas he was just a man in a suit. He tried to pull away but we dug our feet into the floor, holding onto his web-clogged wrists with our combined strength. As the audience realized we were finally winning the battle they jumped out of their seats and climbed all over the mech, trying their hardest to hold us in place.

"I'm trying to save you!" I complained.

"Liar!" they screamed.

We were stuck. No way forward, no way back. The whole theater was collapsing, and it was gonna take me and my friends with it.

"Let me go!" I yelled, "Please! We're all gonna die if you don't let me stop him!"

"No!" came the chorus of replies.

Then I heard a young voice.

"GET OFF OF HER!"

Out of nowhere came Cindy Moon, teeth bared, eyes wide in rage. She leapt through the air, over the audience, her hands balled into fists, and she punched Mysterio straight on his domed head. He rocketed through the seats, thumping against the crumbling wall. Her punch was so strong it created a huge crater in his helmet's one-way glass.

"Cindy!" I exclaimed, "Since when did you have super strength!?"

She cast Mysterio's volunteer army off of me like a farmer scaring off crows, "I don't know, but I'm gonna use it to help you."

"Cindy we need to get the others out of here. It's collapsing. It could fall down any minute. We have to get everyone—"

Before I could finish my sentence the doors to the theater clanked open and a fresh army of New Yorkers streamed into the auditorium. My heart sank, till I heard what they were cheering.

"Come on Peni! We believe in you! We'll take that asshole Mysterio down!"

I was so exhausted, so stressed, so everything, that even as their clamor of support melted together into a wall of noise I couldn't help but cry.

"You guys…"

Cindy smiled at me, "Come on Peni. Let's save New York."

"Sounds like a plan," I grinned, angling the mech to get a better look at Mysterio, "Just need to—"

He was gone.

Panic. Anxiety's tight fingers round my throat. We scanned the room. Through the chaos, sprinting for the hole in the far wall: Mysterio.

"Cindy—"

Sharp pain of spider-sense. The upper tier was crumbling, falling. It came down onto our raised arms. Webs held in place all the bits our hands couldn't reach, but it wasn't enough. It was all coming down. The whole theater and everyone in it. Mysterio's fans were brawling with my fans as huge chunks of rubble began falling from the ceiling.

I yelled, "We need to get everyone out of here right now!"

But Mysterio's believers wouldn't let us. For every person Cindy punched or kicked away two more filled their place. They didn't care that they were about to die. They just saw me, saw their enemy, saw Oscorp. What could I tell them? Sorry my company sucks? How could I possibly win them over in time to get them to safety?

Cindy couldn't handle them by herself. There were just too many. It didn't help that she'd never learned how to fight. I was lucky. I'd been trained by Oscorp's best instructors, taught self-defense in case I ever got attacked when I was outside the mech. Not that it did me any good. Knowing how to do the moves is one thing, actually doing them, actually having the courage to fight grown adults who wanted to kill you when you weren't even in your teens yet… it took real courage. A courage I'd never had.

Till today.

Opening the cockpit's hatch I told SP//dr, "Protect Cindy for me!"

She was totally swamped in people, way too swamped to hear me. I couldn't leave her, not even in SP//dr's care. She needed me NOW. Leaping from the mech I dropkicked a guy in a 'GOT MILF?' shirt and grabbed a really angry lady by the hair. We all came tumbling down. An avalanche of bodies, taking everyone in range down with us. Cindy was successfully unearthed. Two elbows and a helping hand later I was unearthed too, just in time to hear the theater groan.

I explained, "I have to go. Mysterio can't get away."

She took my hands, "Peni…" there were tears in her eyes, "Thank you."

I gave her the best smile I could fake, "I'll see you at school tomorrow, okay?"

Then she slid one hand behind my head, and closing her eyes, planted a single, soft kiss on my lips. I was speechless. I would've stayed frozen there forever if she hadn't pointed behind me and said in a tiny voice, "Go…"

I went. Ducking under punches, leaning into high fives, climbing over seat after seat. Mysterio was probably already gone. I was probably abandoning my friends for nothing. As if in warning a plume of ash puked out of the ceiling onto my head, making my hair and my hands gray.

"I never liked the theater anyway."

As I leaped over a chunk of marble I noticed a concussion baton lying on the floor. I picked it up.

I'm gonna need this.

Out the hole in the wall and into the humid air of New York. I could feel SP//dr fighting in the building behind me.

I believe in you, buddy.

No time to worry. No time to worry about the ache in my skull or the weight in my chest or the giddy feeling I got when I thought about Cindy's kiss, the pain I felt when thinking about the theater collapsing with her still in it.

No!

Round a corner, leaping from one skybridge to another, spraining my ankle.

"Damn it!"

Down an alleyway. I was running blind. I had no idea where Mysterio was and I was almost certainly going in the wrong direction. Then I heard gunfire. Lots of it. Bullets and lasers alike. White flashes beyond the manicured trees. It was as I passed a fashion boutique called 'Terminal Velocity' that I finally found him on one of the skybridges spanning the canyon of 8th Avenue, desperately trying to dodge a swarm of drones.

I could hardly breathe.

Those must be the drones Aunt May sent.

One flew in front of me as it circled to get behind Mysterio. Sure enough, it had OSCORP painted on the side in big, black letters. In theory I could leave them to do the job. He didn't look like he was winning. But I knew that wasn't an option, not really.

My throat felt tight again. I realigned my sweaty fingers on the concussion baton's handle.

"I'm not afraid," I lied, "He's just a guy in a suit."

So are you, my mind interjected.

"Be quiet."

I stepped out onto the bridge. Idle cars floated over and under us, the city's never-ending roar deafening my ears. I peered over the edge of the bridge into nothingness. It was a sheer drop.

They really need to build more bridges here.

Mysterio sent an energy wave out of his gloves, smashing a cluster of drones. The smoke nozzles still seemed to be webbed shut.

Good. That's one less thing to worry about.

Another step closer. Creeping quietly. Had to be quiet, as sneaky as possible. If he saw me he could easily beat me.

No! You can take him!

I didn't know if that voice was SP//dr or me. I was too amped to tell, too afraid to be fully aware of my body. I was just a bunch of limbs, moving. A puppet controlled by a numb brain. Suddenly a drone crashed in front of me and I flinched, but didn't cry out. He was close now. Real close. Striking distance. He hadn't noticed me. One strike would do it. Once across the head with the baton.

Slowly.

I held it at an angle, like a baseball batter. I told myself: one good swing. I took a deep breath, clenched my hands round the baton, then—

He turned and I froze on the spot. He was as shocked as I was.

"Parker!?"

Something moved my arms. I swung for his domed head. I cried out in horror as he caught the baton in both hands.

He roared, "You little bitch!"

I was shaking all over. No time to think. I let go of the baton and crouched down. I felt him take aim with the bat. Everything came down to that moment. I pulled back my arm and swung it forward, straight for his crotch. Even if he was strong, even if his suit was perfect, in the end he was just a person, just a human like me. I told myself that. I had to believe it. I had no choice but to believe it as my fist connected with his groin.

He screamed in agony, dropping the bat. I was all adrenaline now. Taking the baton off the ground I let fear and anger move my arms. Once round the head, twice, three times. By the fourth he was sprawled out on the bridge, his dome totally shattered. I raised the baton once more, then I saw his face.

I gasped, and the baton slipped through my fingers. It clinked against the bridge and tumbled into oblivion. I fell to my knees on top of Mysterio.

"You're…"

He laughed bitterly, "Ugly. That's what you were thinking, right?"

I was ashamed to admit it, but he was right. His face was a maze of scars and sores, and the color was all blotchy, like a giant bruise.

He stared at me, his eyes shining with pent up fury, "You're the reason I'm like this. You and all the others like you."

I shook my head, backing away slowly, "No… I only hit you a few times. That stick could never—"

"I'm not talking about the weapon, you fool! I'm talking about this world, and everyone in it! I'm talking about how I've been denied every opportunity at success, over and over, all because of my face!"

I couldn't take my eyes off of the red and purple rivers carved into his perma-bruised face, "I don't believe you."

"Liar."

I backed away further, "No…"

"LIAR! I can tell what you're thinking, you rat! I can feel the disgust writhing in your gut!"

"No!"

"Yes!"

I stopped. I was far enough away now that his face was hidden by what remained of his helmet, "Even if you're…"

He finished my sentence, "Hideous."

"…That's not what I was gonna say."

"That's what you meant to say."

I closed my eyes and took a deep breath before continuing, "Even if people can't accept your face, it doesn't justify what you've done. No one's born evil, Mysterio. No one, not even you. It was your choice to stalk me, ruin my life…" I felt a lump in my throat, "and ruin New York."

"New York ruined itself. It's almost as bad as Los Angeles, and that's saying something."

"No! The people here are good people!"

"Bullshit! They're just like everyone else: mortal, fallible, weak. They're different to us, Peni. You and I are smarter than any of them will ever be. The difference is you're beautiful, and I'm not. No amount of 'choice' could change that."

My knees were shaking, "No. I'm nothing like you. I don't hurt people, I protect them. Make them happy," I forced the words, more for myself than him, "I made people happy every day before you came around, and it had nothing to do with my face."

"Hah!" he huffed, "You sure know how to lie to yourself, don't you? You're doing my work for me, Peni. But you know the truth as well as I do. You're just lucky. If our circumstances were switched you'd be right where I am."

Cautiously, I took a step closer, "Lucky…? I had to watch my dad die in front of me!"

"And you got rewarded for it with a state of the art battle machine. A week later you were the hero of New York. Would you say you earned that title?"

I scrunched my face up in disgust, "Are you kidding? I just told you, I watched my dad die—"

Suddenly he raised his voice, "You sat on your ass while he gave everything for you! While worked myself to the bone to become the best, the BEST actor in all of existence! And what did get, hm!? NOTHING!"

I gritted my teeth, wishing the baton was still there so I could beat him round the head with it.

No… that's not me… I'm not like him…

With a trembling voice I insisted, "He chose to give his life for me. And I chose to take his sacrifice…" I swallowed my tears, "…and protect this city from people like you."

He sneered, "The only thing you protect is Norman Osborn's income stream. You're not even unique. Every corporation has someone they can use to keep the public in line. Hollywood has hundreds of them. I saw them at every audition. Like robots off an assembly line. All of them the same. Stupid, obedient, beautiful. It's how these companies stay in power. They choose idiocy over genius and then they sell it to you. You're nothing more than a product, Peni, a means to an end. This city never loved you. It loved your image."

The tears were flowing now. I had no hope of hiding them from him any longer, "That's not true…"

"If they love you so much, then why do they now want you dead?"

"You tricked them!"

"I did nothing of the sort! I simply showed them who you really are. It barely took any effort at all."

My shakes got worse. I felt cold, "They're angry at Oscorp."

"They're angry at you, Peni."

"But I didn't do anything!"

"Nothing except keep them under Osborn's boot year after year. You're a disgrace—"

"Stop it! Stop! I won't let you get in my head again! I'm not scared of you!"

He looked past me, up into the black sky, "Indeed, why should you be? I couldn't hurt you even if I wanted to. That stick of yours was brutally effective. I'd expect no less from Oscorp."

"No!" I yelled, "It's not like that! I wasn't trying to hurt you!"

"No," he smirked, "You were trying to kill me."

"No!"

"YES!" he spat, "I can read your dirty little heart, Peni Parker! You wanted nothing more than to see me dead. Admit it!"

I couldn't breathe, "I didn't… I wasn't…"

He tried to sit up and failed, "Everyone who sees me thinks the same. Most of them have the honesty to admit it. But not you. You like to pretend you're better. That's why I hate you, Peni. You really think you're a good person. But the truth is you're just a corporate enforcer, and you know it!"

Ugly sobbing wracked my chest, "I didn't mean to! I didn't mean to hurt anyone! I just wanted to make my dad's dream come true! Oscorp… SP//dr… they're all I have left!"

"And THIS!" he tilted his head side to side, "Is all have left!"

Suddenly anger welled up within me, "So what!? It's just some scars!"

He grimaced, "Would you hire me? Would you want me as a friend, a relative?"

I gave him a dirty look, "No, because you're evil!"

He lowered his voice, "Anyone who wants real freedom is evil in the eyes of this warped society. All I wanted was to be beautiful, Peni. Beautiful like you, like everyone else. But no. I had to make do with being a freak. You can't even begin to imagine how much I suffered."

"You didn't have to hurt people."

"And they didn't have to isolate me from every area of society."

I pulled myself away. Instead of looking into his eyes I watched the cars, and tried not to think about whether he had a point or not.

"I'm taking you in," I said, wiping my now disgustingly snotty nose with my forearm, "I'll call the police."

He laughed, "With what?"

I thought about it, "I'll get SP//dr to send a signal or something."

"Oh yes, I'm sure that'll work out just fine. Just call the police in to arrest the innocent civilians."

"That's not what I meant."

"Then what did you mean?"

"I'll tell the protesters the truth," I replied, "And I'll talk to Mr. Osborn."

"I can feel in your heart that you know he won't listen."

My eyes were sore from all the crying, "I have to try. I'm not like you."

"No, you're weak."

I tutted, "Whatever. I'm done talking to you."

As I turned my back on him and faced the sheer wall of buildings at the end of the bridge I heard him ask, "So, what will you tell Osborn?"

I sighed, "I'll ask him to let the protesters go."

Cold laughter, "And what if he says no?"

"He won't."

"You don't believe that."

I started walking away, "Shut up!"

"Now you're thinking about the protesters. My followers."

He was right. I looked over my shoulder, "How do you even know that?"

"I know everything about you Peni. Your thoughts and feelings. Your past and future. There is nothing about you that I do not know."

I stormed back to him, "Then you know that I'm gonna save this city."

"You're going to fail. Osborn won't listen, and my men won't listen either — and they are my men, my people. But please, by all means tell them to stand down. They might even do it. If they do, you can have a front row seat as Oscorp crushes them underfoot like ants."

I yelled into his face, "You're wrong!"

"I'm not, and you know it!"

"No, you're wrong! You're just, you're wrong!"

"Is that your genius intellect speaking?"

I pointed at his misshapen nose, "I'm gonna save this city whether you like it or not, and no one is gonna get hurt. You'll see."

He grinned, "Yes, I will. But you won't."

Suddenly my legs gave out from under me. He'd kicked me, I realized. I realized it as I fell over the bridge's edge, into darkness. I watched in horror as Mysterio easily got to his feet. He'd never been incapacitated. He was just tricking me, tricking me yet again. Except this time SP//dr wasn't there to save me. Nor was Aunt May, or Cindy, or the few people in New York who still believed in me. I was alone.

"I'm sorry guys…" I whispered into the wind billowing all round me, "For everything."

Out of the darkness a voice replied, "Don't be."

A strong arm swooped me up before I even knew what was happening. Warm air rushing past my ears. A red mask, red suit.

"Daredevil!?"

His voice was in my ear, "I would've got here sooner if not for that sonic weapon he was using."

"The ultra low frequency emitter…"

"Thanks for blowing it up."

"It wasn't me."

"Then who was it?"

As he asked that question we landed with a thump back on the bridge. Daredevil retracted the cord on his billy club. It was us, side by side, versus Mysterio, alone.

"I wondered when you'd show up," Mysterio said, "If you think your numbers give you an advantage you're sorely mistaken."

Daredevil tapped my back, "You go, Peni. I've got this."

I squinted at him, "Go where?"

"The theater."

Mysterio laughed, "What's left of it!"

Daredevil whispered, "The mech's waiting for you. Trust me. Go. This city needs its hero."

"But what about you?"

He cracked his knuckles, facing Mysterio once again, "I'll be fine."

Mysterio folded his arms and levitated above the ground, "Such confidence for a blind man."

Daredevil chuckled, "Heh, is that meant to scare me?"

Mysterio began to charge his power gauntlets, "It's meant to warn you."

Another tap from Daredevil, "Peni, go! Trust me!"

I hesitated for a second, then I forced myself to run. Immediately Mysterio chased after me, skirting round Daredevil. I heard him thwipping through the air behind me, right behind me.

"There's no escape from me, Peni Parker! I am a go— UGH!"

The sound of metal on glass, cries of pain. I didn't look back.

"HELP!" Mysterio begged, "HE'S KILLING ME!"

Daredevil's voice, "Don't listen to him!"

"PENI PLEASE! I THOUGHT YOU SAID YOU WERE A HERO! PENIIIII!"

Don't think about it don't think about it don't think about it—

I kept running. I ran until I was back in the alley, back in the cool darkness of Broadway's back streets. Then I stopped, panting, struggling for breath. I leaned on my knees, staring down at the trash-drowned concrete, and cried once again.


By the time I reached the theater it had already completely collapsed. Stood next to its fragmented remains was Harry, Mr. Osborn, and Cindy, along with a whole army of mechanized police. They were rounding up all the protesters and jamming them into armored cruisers. I ran over to them.

Mr. Osborn tried to grab me as I passed, "Where the hell have you been!?"

I ignored him.

SP//dr?

A huge clunk behind me told me all I needed to know. Without looking I hopped back into the cockpit. The hatch hissed closed in front of me and immediately I felt ten times more relaxed than I had been before. From the safety of my metal cocoon I told the nearest officer, "Don't arrest them! They're not criminals!"

The robotic police were all a single consciousness. Talking to one is the same as talking to all of them. The same goes for anything they say to you. So when the officer in question looked up and told me, "The law has been broken, and they will be processed. No exceptions," I knew I had to do something about it.

I opened up the comms again, "Aunt May?"

She was not happy, "Peni!? Do you know how worried I was!? I thought you were dead! I couldn't read you in the mech!"

"That's cos I wasn't in the mech. But I'm alright now."

"Never do that to me again, do you understand me young lady?"

"Look, I had no—" I bit my tongue. Explanations could wait till later, "I'm sorry. Really. It was a lot worse than I thought it would be."

"I sent the drones, but they all got destroyed."

"They saved my life. But Aunt May, who's protecting you now?"

"Mysterio's army has breached the tower. We're all sealed in the basement. No one's getting in here."

Even with Mysterio down things were still spiraling out of control. I rummaged around in my candy stash for a chocolate bar and bit off a single block, "Can you do me a huge favor?"

"My options are limited, Peni. All our weapons are upstairs. Even Sablinova's forces had to retreat."

"No," I said, "Nothing like that. I need you to link my phone up to all of Oscorp's smart screens. The huge ones they hang from the tower blocks."

"What are you planning?"

"I need to calm everyone down. The best way is to talk to them directly."

Aunt May hummed, "It could just incite them further."

Now Uncle Ben chimed in, "Peni, the police are getting things under control. We've lost a lot of units but they're replaceable. The factories haven't been breached yet."

"No!" I replied, furrowing my brows in frustration, "We've gotta stop thinking about synthetic people as being just replaceable objects."

"Peni—"

"You guys, you gotta trust me."

Aunt May came back, "We do trust you Peni. If you want me to link you up, I can do it right now."

"Make it so it displays the live feed from my video app. I'll help."

"No need. Your phone's already on the system. There, it's done."

Mr. Osborn banged on the mech's window, "Peni, open the hatch this instant!"

I poked my tongue out at him. He didn't like that.

Aunt May asked, "Is that Mr. Osborn?"

I didn't answer her question, "I'm gonna give my speech now Aunt May."

"Good luck sweetheart."

We shot a webline up to the spire of a nearby building, shunting Mr. Osborn back so that he stumbled into one of his own police officers. I giggled, "That was so worth it."

SP//dr agreed.

With all of Broadway laid out before me I held my phone in my hands and tried to get a reasonably flattering view of my face. Then I activated the phone's levitation technology and anchored it in place. It was time.

"Hey New York," I said with a feeble wave, "Peni Parker here, along with SP//dr."

He crawled onto my shoulder, a little red and black blob in the phone's screen.

"Sorry that I was gone so long. I had… things come up. Really weird things."

Oh god this is already sounding terrible.

I tried to keep my face looking calm, "Before I left… before today, I didn't fully understand how difficult it'd been for you guys. I got so used to the city being like it is that I didn't even think about it. I couldn't imagine a New York without Oscorp. And I still can't."

I chose my next words carefully, "I don't like Norman Osborn. He isn't a good person. But it's not Norman Osborn who runs the trains, or staffs the power stations. Norman Osborn may own the pharmacy but he's not the guy behind the desk. All those people are just ordinary people, like you and me. I know that Oscorp has done a lot of evil things. I also know that when I came out in support of the new implants, it started something."

My heart was pounding in my chest.

Do I tell them? Do I tell them I was forced to lie?

And then what? If they were angry now, imagine how much angrier they'd be if they knew Mr. Osborn had blackmailed me. Even so, they deserved the truth.

I can't tell them the truth. But if I lie to them… if I lie to them and then things go back to normal, haven't I just guaranteed their suffering? They aren't protesting for nothing.

They were right about Oscorp — and it wasn't even just Oscorp. Half of the crooks I caught were hired by some company to screw over another company, but there was never anything I could do about it. The world really would be better if it wasn't built on megacorporations. But to make such a world, this world would have to die first. And that meant people would die, too.

I have to lie. I have no choice. I have to lie about the implants. But that doesn't mean things have to go back to the way they were.

"When I said the implants were safe… it's because I'd seen the test results, and they looked safe. I should've been more honest. They need more trials. I shouldn't have misled you. That was my fault. I'm sorry New York. I let you down."

He's not even gonna thank me for taking the heat for him.

"I know that I haven't been the hero I need to be, the hero you guys deserve, but I swear to you that I'm doing my best," emotion began to creep into my voice, "This city isn't exactly perfect, but I still love it. I love every person in it. Sometimes, when I think about how messed up the world is, it just makes me wanna give up and cry. But I don't. Cos I remember you guys. I remember that out there are all these beautiful people, all this life worth saving," I looked right at the camera, "This city is worth saving. But we can only do it together. So I'm asking you, not as an Oscorp representative but as a New Yorker — as me, Peni Parker: please stand down. Stop fighting. If you put down your guns and go home, I promise that no one will be arrested. If we stop now we can make sure no one else has to get hurt. We can move on together, as a city, and SP//dr and I will fight for you like we always have — we'll fight for you even more than before. I believe in you New York. So please, believe in me too."

I cut the feed and turned off the phone. SP//dr crawled onto my cheek to comfort me.

"That was exhausting," I sighed. My eyes had cried all the tears they could. Now I only had empty sadness.

"Do you think they'll listen?" I asked him. He showed me an image of the city in daylight, all the mag-lanes jam-packed with cars, as always, the streets bristling with life. He showed me the two of us together in Central Park, enjoying a pink donut together by the artificial lake.

"I really hope you're right."


As we swung back through the city towards Oscorp to protect my aunt and uncle, I expected every protester to shoot us on sight. We were going without camo to show them that I was for real, that I meant what I said. We were a clear target, Oscorp's big red and blue nose. I was ready for the city to reject me, even though it hurt. I remembered Peter B and the sacrifice he was willing to make. He was willing to give his life to save the rest of us. That was me with New York City. People always said I carried an old head on my shoulders — well now I was carrying a whole city, too.

Except I didn't need to. Because the people didn't shoot when they saw us. They didn't yell angrily or throw rocks. They weren't out there looking for a fight. They were putting their guns down, and slowly but surely, they were retreating. Some of them were going home, others probably didn't even have a home to return to. I was asking a lot of them. I was asking for their trust, a trust like the kind we used to have, and they were giving it to me with arms wide open.

As we passed by a particularly large cluster of people we swooped extra low and gave them a big wave, "Thank you! I promise we won't let you down!"

Back up again, in-between a pair of bridges, Central Park on the horizon.

Maybe things really will work out in the end.

But as that thought entered my head I saw something that made my blood run cold. Down below, on the corner of 6th Avenue and 58th Street, Sablinova's elite task force was rounding up citizens and shoving them into prison trucks.

"No!" I yelled, more to myself than to them, "They can't do that! I told the people they wouldn't be arrested!"

We cut our webline and dive-bombed towards the Oscorp agents, "STOP!"

They looked up at us. Some pointed their guns, others just stared in shock. The protesters, and there were a lot of them, didn't seem to know what to think. We crashed down in front of one of the armored trucks, "These people are innocent. Let them go."

One of the agents pointed a laser cannon at us, "Vandalism, insurrection, assault — these are just a few of the charges these criminals can expect to face when a judge gets hold of them."

Someone in the crowd called out, "She's here to take us away! She's working with them!"

"No!" I insisted, "I'm here to help you!"

But my words fell on deaf ears. Immediately the mob began firing on me and SP//dr and the special agents all at once. We pointed at the agent nearest us, "This is your fault!"

We leapt over the truck and into the fray. We were almost out of gravity mines, but we had just enough to get a decent-sized suspension matrix going. Within seconds half the protesters were floating in the air. So of course, the agents started firing at them.

"Stop it!" I yelled, webbing up as many guns as I could. The web fluid was at less than 1% now.

Gotta end this quick.

Aunt May was on the comms, "Peni, we're getting signs of a disturbance on—"

I interrupted her, "Tell Sablinova to call her agents off right now!"

"Only some of the protesters have surrendered, we need to—"

"No! Now!"

She sounded annoyed, "I know you're a hero, but you're still my niece young lady. I won't have you—"

I cut the comms. I was definitely gonna be in trouble when I got home. I would've worried about it if I didn't have a million laser bolts ricocheting off my armor plating.

"Stop," I growled, lifting up an empty police cruiser, "Or I'll make you stop!"

I chucked it into one of the other cars, scattering the agents, distracting them just long enough to give me time to web up some of the protesters.

—or at least, that was the plan.

[WEB FLUID DEPLETED] said the huge warning sign flashing on the screen.

Great, just what I needed.

The protesters took the opportunity to wrap themselves around the mech's legs to anchor us in place. We could easily kick them off, but then we'd be doing just that — kicking them off, injuring them. As long as they were clinging on to us we couldn't move an inch.

"C'mon guys!" I said, unable to hide my desperation, "I'm trying to help you!"

My plea did the exact opposite of what I intended. Before, I only had to worry about Sablinova's agents trying to take me down. Now I had a whole mob clambering over me. They were like zombies, relentlessly clawing at the mech, trying to find a way to get to me.

"We're on the same side!" I assured them. In reply, someone spat on the cockpit's window.

This is insane.

I wasn't sure I'd ever be able to find a way to calm them down. They were ready to fight forever. Or at least, until they got me.

Only have one choice

SP//dr didn't like my idea. He really really didn't like it. But he knew he couldn't stop me.

Take care of those Oscorp agents for a sec buddy.

I took a good, long look at the mass of people clamoring for my blood. Then I opened the mech's hatch and threw myself into the fray.

The crowd responded immediately. Suddenly SP//dr didn't matter. All they wanted was me. They reached for me, grabbed me, pulled me, wrenched me back and forth. I was drowning in a sea of hands. Someone punched me. Someone else kicked me. I felt a fat thumb force its way between my teeth.

I could feel SP//dr's desire to jump in and beat the crap out of every last one of those people. It would've been easy — and satisfying. But I wanted to believe they were better, wanted to believe New York was better than this.

"Guygh," I garbled into someone's palm, "Please, stop!"

Gunfire overhead, blasting across and into the few people still suspended in my matrix. I felt SP//dr lunge at the agents firing, felt him knock them down while I was dragged along by my hair. The crowd made a clearing with me in the middle. A wall of angry faces. Fear choked all my other emotions. I'd never felt so small in my entire life.

"Please…" I begged, "I just want things to be normal again."

Five knuckles found my forehead. I hit the concrete. Pain ballooned in my skull, bleeding into my eyes, my nose. In the distance I heard someone say, "Dude, you just hit a kid."

"She had it coming."

Then I heard another voice, a familiar, gruff voice, "What the hell is wrong with you people?"

Daredevil?

He continued, "Have you forgotten all the years she protected you? She's twelve. Think about that."

Someone replied, "It's all a front to protect Oscorp. She'd hand us over the first chance she gets. I don't owe her nothin'!"

I heard gasps, then Daredevil, "Say that again."

"Put me down! Put me down, man, come on! You're just as bad as she is!"

"No," he growled, "I'm worse."

Feet clacking into the floor. A shadow above me, leaning close. I asked, "Daredevil?"

Hot breath on my nose, "She's got internal bleeding. Intracranial. Hope you're proud of yourselves."

The shadow receded. Street light glimmered somewhere far away. Daredevil said, "We need to get her to the hospital. Now."

Silence. He barked, "Well don't just stand there!"

I could feel my consciousness fading.

"I'm sorry…" I mumbled, "I tried…"

Strong hands lifted me from the ground. A sea of faces. SP//dr's panicked emoji display.

I'll be alright, I told him.

Then I passed out.


At some point I became aware of the sound of people talking. I couldn't make out what they were saying. I could only hear them there, feel their voices in my ears like a cat's purr. My hands were resting on something soft, as was my head. Everything felt heavy, and warm. Something smooth stroked my knuckles. Back and forth, back and forth. Shadows passed in front of my eyelids like clouds.

"Peni?"

A girl's voice. A young voice. A voice I recognized. It echoed deep within me, tumbling into my mind. In the darkness I saw the red outline of a great spider. But I wasn't afraid. It crept down an invisible wall and walked slowly towards me. It was enormous, as big as two tanks. I placed my palm against one of its hairy legs and felt a sudden surge of alertness rush up my spine.

"She's waking up."

Creaking, footsteps, more shadows. The spider's red became redder, became rose petals drifting, floating on an imperceptible wind. The petals flowed into me. With each petal I felt stronger and stronger, as if I was sealing a crack in my very soul.

Another voice, male, "Peni, can you hear us?"

SP//dr.

The thought reverberated all round me. SP//dr. I could feel him there. A part of me always. Within and without. From far, far above he dangled a single, silver thread. I grabbed it, then he pulled.

"Peni?"

I opened my eyes wide, then immediately winced under the bright lights. Eight tiny legs danced up and down my nose. Someone squeezed my hand extra tight. The voices were excited now.

"I'm so glad you're okay."

The first person I saw was Cindy Moon. My best friend. As my consciousness returned I remembered why I was here. Then I remembered the theater.

That kiss

Aunt May's arms were round me in a heartbeat, "Oh sweetheart, why did you put yourself in danger like that?"

The mob. The punch. I remembered it now.

I replied, "Because it was the right thing to do."

"Well next time, don't."

I grinned, "I'm not promising that, Aunt May."

Uncle Ben was at the foot of the bed. He smiled, "The doctor says you'll make a full recovery."

"Great!"

Cindy gave me a dreamy look, "Thank you for saving me, Peni."

I realized then that it was her hand that'd been stroking mine all this time. I ran my thumb along one of her fingers, "I couldn't exactly leave you there. Though if you really wanna thank me, I do accept pizza as payment."

"Ha ha," she fake-laughed, giving me the same look I give Uncle Ben whenever he tells one of his 'jokes'.

I asked Aunt May, who was still clinging onto me for dear life, "How's the city doing? Is everyone still fighting?"

She released me, her expression serious. I expected the worst. Instead she told me, "All the fighting stopped when the footage of you getting punched in the face reached social media."

I blinked, "Really? Even though they all hate me?"

Cindy squeezed my hand again, "They don't hate you, Peni. Not most of them, anyway."

Uncle Ben added, "The man who punched you was fired from his job almost immediately."

I frowned, "That doesn't make me happy. He didn't deserve that. He was misinformed."

Aunt May ran her fingers through my hair, "I'm going to have a chat with Mr. Osborn later about preventing this kind of thing from happening in future. But more importantly, there are some people in the main entrance who want to see you."

I groaned, "Aunt May, I can't talk to Oscorp people right now. Can't we do the debriefing stuff later?"

She giggled, "They're not Oscorp, Peni. Come on, let's get you in a hoverchair."

"I can walk!"

Uncle Ben adjusted his glasses, "I wouldn't recommend it."

"Cindy can help me," I said, looking across at her (now blushing) face.

She nodded, "I can do that, I think."

I winked at Aunt May, "She's stronger than she looks."


With one arm slung round Cindy's shoulder I shambled woozily down the hallway to the main entrance. Aunt May refused to tell me who we were going to see, but she seemed happy about it, so I figured it couldn't be anything too official.

Maybe the mech's waiting for us.

But that possibility was rejected as we wandered past an entire row of nurses all lined up either side of us, smiling and bowing and clapping at me as I staggered past.

"Thanks guys," I told them with a smile, "Though really, you don't need to go to all this effort."

The double doors at the end of the hall were windowless, white like the walls, white like the floor. They opened automatically as we approached them. Before they'd even finished opening it hit me.

"PENI!"

A wall of cheering, screaming, laughing, crying. Their voices filled the whole room. A massive crowd behind a thin rope. Some of them had signs saying 'Welcome Back' or 'I LOVE YOU'. I was too stunned to speak. I just stared at them in disbelief. SP//dr crawled out of my hair and onto my cheek to get a better view.

"I…" I stuttered, "I don't know what to say…"

Aunt May kissed the top of my head, "You don't have to say anything."

I felt tears well up in my eyes. The crowd became blurry.

"Thank you," I said, "All of you."

"No!" someone cried out, "Thank YOU!"

All at once they gave me a round of applause. As quiet as I could, I whispered to Cindy, "I don't deserve all this."

"You do!" she insisted, "You saved the city!"

"No," I replied, "They saved themselves. I just gave them the motivation to do it."

You might think that thought made me sad. But it didn't. It made me proud. Proud of my city, a city that chose peace when it could so easily have chosen destruction, a city that believed in me, trusted me enough to give up on a cause that was in every way a righteous one. I promised them I'd fix the city's systemic inequalities without violence, and I would. I owed it to them. They gave up everything for me.

I sobbed, "I promise I'll fix it, guys. I'll fix everything. I will. I'm sorry."

"No, don't be sorry!" they said. But I was. Mysterio had manipulated them all, but he could only do it because the people's anger was real. New York made a great sacrifice yesterday. I wouldn't forget it.

It's my responsibility to remember. Everyone deserves to be free, to be equal, to be happy. I want everyone to be happy, and I'm gonna make it happen. I promise!

I gave the crowd a big smile, and with my arm still round Cindy's shoulders, shot them the best peace sign I could muster. That's the photo Gene Pop used the next day. The headline read, 'New York's Heroine Back At Last', and for the first and probably only time ever, they were absolutely right.

Notes:

Man, what a journey this fic has been! When I started it, I was already a much better writer than I was for the first story in this series. Now I've reached the climax, and the penultimate chapter, I've grown even more. Thank all of you for reading, for your kudos, and of course your comments. I appreciate every single one of you. When I realised how little content existed for Peni in her own world I knew I had to do something about it. I'm not the only one, thankfully, but even so I'm extremely passionate about making as much as I possibly can for her. She's such a great character. This story is gonna end up being somewhere close to 120k words. That'd mean, including the first story in this series, that I've written (effectively) two novels about her! And I intend to write many, many more. The next story in this series is gonna feature Black Cat and Screwball! I'm gonna give them a really cool 'rework' for Peni's universe (while staying true to their characters of course), so I can't wait to bring it to you. There may be a delay in getting the epilogue for this story out as I'm gonna have a crazy busy October, but if it isn't done this month it'll be done by early November!

Also I feel I have to say, although this chapter heavily addressed both police violence and anti-police violence/rioting, it doesn't actually reflect my opinions on the matter. I'm much more hardcore and anti-police than Peni, but Peni is a 12yo girl who came back to find the entire city on fire, so I felt it made sense for her to take the approach she did. There were other options I could've taken but the complexity caused by her aunt and uncle being allied to Oscorp etc. meant I settled on the one I did. It was a risk writing about something like this, perhaps a risk I shouldn't have taken, but I hope I've at least handled it with enough sensitivity to be readable - and I apologise if I've failed to do that.

Further to the above, the issues regarding this particular plot point will be clarified and tied up in the epilogue! I'm not gonna leave you on a low note if I can help it!

Thanks again for all your support :) <3 I'll see you in the epilogue!

EDIT (November 11th): I got a hand injury at the beginning of this month which has stalled things for the moment. Will get the next chapter up ASAP but I'm not sure when that'll be.

Chapter 15: Turquoise Hexagon Sun

Summary:

Peni works to fix the damage Mysterio did to the city. At the same time, school is starting up again, and a certain girl, and a certain kiss, is on her mind...

Notes:

Well holy shit, this really is it! Sorry it took so long! I injured my hand - or at least I thought I did! In fact I pinched a nerve in my neck. I couldn't use the computer at all for about two weeks and I was panicking about ever being able to write again (which was obviously melodramatic, but for some reason the whole thing really shook me). Eventually I got some help and learned some stretches and now I can type pretty much the same as the normal. It felt SO good to write again, and it feels so good to finally be bringing you this epilogue. I want to say here that the end of this story does NOT mean the end of this series! There's plenty more to come in Peni's universe. The first thing I'll do after finishing this will be to write more of my 'Into The Spider House' story for a bit, but in the new year I'll be looking to start this series up again. I've learned a lot from writing this story. Apparently I've been at it for over a year now. This is my first truly novel length fanfic, and honestly it feels amazing. I'm really proud of it. It's not perfect, not by a long shot, but I feel satisfied with what I've made, and I know that I can make something even better with the next story :) Thank you all so much for joining me on this journey <3 I hope you enjoy the conclusion to Heart-Shaped Box!

Recap: Peni has had a difficult few weeks. A new semester is always a challenge, but she didn't expect to get a stalker. First he sent her threatening messages, then he replaced her as New York's hero of choice. He put her through hell. But during her involuntary trip to an alternate universe Peni learned to believe in herself again, and when she came back, she came back fighting. Mysterio had taken over the whole city and kidnapped her friends, but that didn't stop Peni. She rebuilt her mech and went down to Broadway to fight her opponent. It took everything she had, but she defeated his lackeys and drove him back - finally facing him one-on-one on a skybridge over a deep canyon.

In the end she needed to be saved by Daredevil, who swooped in to save her from a lethal fall. Her friend took care of Mysterio while she went back to the theater, where from her mech she sent out a video to all the people of New York, asking them to stand down and withdraw. She knew not all of these people had a home to return to. Many of them were fighting for their very lives. Yet still they put their trust in her, and ceased their attack on the city. Peni swore to herself she wouldn't let their sacrifice be in vain.

Swinging back to base, she encountered some Oscorp security footmen abusing their power on some retreating protesters, and she stepped in to stop them. But one citizen didn't buy Peni's message of peace. He punched her in the face, exacerbating her existing head injury and sending her to hospital. His act of violence unintentionally became the catalyst for peace that New York needed, and for better or worse the rioting stopped. Now Peni is out of hospital, dealing with the aftermath of the chaos...

(See the end of the chapter for more notes.)

Chapter Text

Deep in the bowels of Satellite City, beyond the sun's reach and hidden from the white glare of the ever-lit streetlights, I watched SP//dr solder steel panels onto the leviathan frame of a corporate satellite tower. Straining at my arms were two bags overflowing with food and clothing. I charged them straight to my Oscorp account. Not that I really had a choice. All payments are biometric in New York City. The camera saw your face and that was that. Mr. Osborn wouldn't be happy though.

"Screw that asshole," the homeless lady told me as she relieved me of my bags, "He's lucky you haven't blown him to kingdom come."

I watched SP//dr climb down the scaffolding and fetch another slab of metal, "He won't be able to kick you out this time, Mrs. Torres."

She sighed, "I appreciate you building this for me Peni, but it won't stop him. Nothing will."

"I will. I promise."


PARKER AND BECK: OUR GENERATION'S BONNIE AND CLYDE

Editorial by J. Jonah Jameson

New Yorkers have always been fighters. It was New Yorkers who started the Stonewall riots in our own Greenwich Village, all the way back in 1969, that set the stage for LGBT civil rights across the world. And it was New Yorkers who started the Occupy movement by occupying Zuccotti Park in 2011, long before the rest of the world decided to get up off its ass and do something about income inequality. As the years went by we kept on going, leading the way on civil rights every single time. Animal rights, synthetic rights, we fought for them all, because New Yorkers are made of tougher stuff, and we always root for the underdog.

People think I'm some stick in the mud, that I'm a relic of the past, unwilling to change. I've had letters calling me a fraud, a thief, a robber baron — you name it. I've been accused of being a corporate shill more times than I can count. But let me tell you this, readers: whatever people may call me, I always have been, and always will be an advocate for freedom and equality.

But what I'm not is a fool.

Peni Parker would have us think that she was fighting against Mysterio, real name Quentin Beck, but we know better. Or at least, we should know better. No one would advocate punching a twelve-year-old in the face, but you can't deny the gentleman had a point! Mysterio's supposed campaign for synthetic freedom fell flat on its face after our so-called 'hero' arrived, but Peni's approval ratings shot through the roof. And of course, where her ratings go, Oscorp's sales are sure to follow. It doesn't take a child genius to put two and two together.

That's right, I'm saying exactly what you think I am. I'm saying that Mysterio was never really Oscorp's opponent. All those riots, all the carnage wrought upon our great city was planned and paid for by Oscorp itself. If Norman disagrees he can sue me — but he won't, because he knows I'm telling the truth. He did everything he could to strongarm the good people of this city into buying his crap, and when that failed he tried a different strategy. He figured that by letting the more radical elements of the anti-Oscorp movement have their wicked way he could convince us that Oscorp are actually the good guys. Well I'm not buying it, and nor should you. Ask yourself: if Peni Parker really cared about synthetic freedom, why didn't she join the protests and demand change from her employer? And if she thought Mysterio was out of line, why didn't she take him down from the get-go?

Of course, now that the dust's settled she's everywhere and anywhere — always in front of a camera, of course. Building houses for the homeless one minute, webbing up police cruisers the next. Suddenly she's a rebel. Except she isn't. This is just another performance, and you owe it to yourselves to see through it. Peni Parker doesn't care about this city. She wants you on side so that when Norman Osborn peddles his next poorly designed product you'll all line up happily to empty your wallets for it. She's taking us for fools, but we aren't fools! We're New Yorkers! Stubborn, resilient, and above all, skeptical! So don't trust her. Don't let her into your hearts. Don't forget how she betrayed us all by working with Osborn and Mysterio to damn near destroy this city, all in the name of the bottom line.

When I pitched this article to the board of Bugle Publishing they called me insane. They refused to let me publish it in Gene Pop. They refused to let me publish it here, in the Daily Bugle. Hell, they almost voted me out of my position as CEO. But what those idiots forgot was that I own the damn company! So from this point on the Daily Bugle is flying solo. I'm splitting the company, taking it private, and selling Gene Pop. I don't need the money when I have the truth to sustain me. That said, I am starting a new venture: a podcast owned by me and me alone. I call it, 'Just The Facts', and that's all you'll be getting when you tune in: the facts that the establishment doesn't want you to hear. You can help support my fight for the truth via my FundBucket, which you'll find in a link at the bottom of this article.

Stay vigilant, readers. Though the city is peaceful for now, we're not out of the woods yet. We never will be, not while Osborn and his cronies own the place. But I'll be here in your corner for as long I have breath in my lungs and a cigar between my fingers. Freedom and truth are in my bones, and now, through these words, they're in your hands.


I got the message while meeting a group of Oscorp construction droids. A dull buzz in my backpack. Even though I knew Mysterio was in the Raft it still sent a chill down my spine. The message was from Aunt May. School was back again. They'd repaired the damage and hired a replacement biology teacher. They wanted me in tomorrow at 8am sharp.

"Aw man…" I sighed.

A red droid, who'd been telling me about how he couldn't get the repairs he needed on the company insurance, said, "That from Oscorp?"

I tapped my phone on my leg, "Not exactly."

"You had that 'it's from Oscorp' look on your face."

"There's a look for that?"

"Well normally you're all smiley."

"Heh," I chuckled, "It's nothing serious. Just school."

Just school. I put the phone away. School, coming back into my life like a log washing up onto the beach. Like a dream. It was hard to believe school had even happened. All I could remember was Mysterio. His messages, his grandstanding. I remembered the fear I felt in the hall that first time he messaged me, when he sent me a photo of my front door. I remembered seeing my own shaking hands. I remembered the journey to the Science Center, remembered holding Cindy as she cried, but the day to day of it was all a blur.

School. It didn't feel real. I never liked school. I never liked any school. Never had any friends. I preferred it that way, at first. Talking to teachers was way, way easier than talking to the other kids. I got by. I didn't even feel that lonely. School was just a place, just a place I had to go to. Then I met Harry, and it gave me a reason to show up. I had to be there to protect him. He needed me, and it felt good. He actually liked talking to me. When Mr. Osborn finished setting up Mason Banks it seemed like everything might finally come together. A school for people like me. But of course, there's no one like me. No one who could really like me or understand me. Even Harry doesn't understand me — that's what I told myself. I'm alone. After I got moved up a year it was true. I was alone, just like before. They moved me and moved me and it was just me, alone in a sea of kids. They were older than me, but I felt older than them. One of the teachers called me a middle-aged eleven-year-old. Being famous made things worse, not better. Everyone knew my persona, but no one knew me. Eventually it was decided: I needed another move — because of course I did. Even so, I didn't expect much. When they sat me next to Cindy I thought it'd be the same as ever. But I was wrong. There was something about the look in her eyes that day. It was that look, that look you get when you see someone who's truly like you. I didn't recognize it straight away. I could feel she was different. Not like the others. Not like anyone I'd ever met. She had bowl-cut hair and her uniform didn't fit properly and she was really, really smart, which was certainly different, but it wasn't any of that. It was something more. I didn't realize what that 'something' was until almost a year later, as I was lying in hospital half asleep.

I was only half asleep. You've gotta remember that. You drift in and out of sleep a lot when you're lying in bed all day. I mean, it's not like I couldn't walk. After the first few days I got my balance back almost completely. But a hospital's a hospital. It's not exactly a fun place to wander through.

But I did wander through it. With Cindy. Every morning she was there. She was there before visitors were even allowed. I learned later that Aunt May had got her put on a special list or something. She was with me from start to finish, sun-up to sun-down. She was like a nurse. The actual nurses couldn't stand it. My physiotherapist, an android named Steve, always gave her a dirty look when he came in the room. He thought I didn't notice. She pestered him the whole way to the hospital cafeteria before he left us alone.

"I'll look after her," she said.

She practically lived in the hospital. Aunt May was so impressed with Cindy that after the third day she didn't even come in to visit anymore. She just video called me and sent me sappy messages (which I replied to with equally sappy messages). I felt kinda guilty having Cindy wait on me hand and foot, but at the same time I couldn't help but enjoy all the attention. I'd never been so intensely cared for in my entire life. It blew my mind. Cindy had been through so much herself; kidnapped by someone she thought was a hero, swarmed by an angry mob and almost beheaded. Yet there she was, holding my hand, propping me up. I started to wonder if maybe she felt she owed me after I saved her life. I wanted to tell her she didn't owe me anything, but I didn't want her to think I didn't enjoy her company — because I did. A lot. I always had.

Before everything went wrong this semester we used to swing through the city together. She likes photography. Her Echo page is almost entirely photographs of places we visited together. I can remember all of them. Neither of us ever feature in any of the photos, but when I look at them I can feel us there together. I can hear her laughing as she leaned over me to get the best shot of the Grand Central megatower.

"Enjoy the view," she said, her butt half in my face.

"You know I love that downtown vista."

In the hospital, the day everything became clear to me, she was telling me about this story she was writing.

"It's not a book, if that's what you're thinking," she explained, "it's collaborative. You take photos of places in the city and then someone else invents a fictional history for it. I usually take the photos, but this time I thought I'd try writing something."

"You've gotta show it to me when you're done," I grinned, keeping myself steady with a walking stick.

"Maybe," she replied with an embarrassed smile, "I don't know if I'm any good."

"Well you're great at taking photos. Why not writing too?"

"They're totally different things."

"One way or the other you need imagination. That's how my dad made the mech too. He imagined something no one else could."

We were almost back to my private room. One full circuit of the corridors on my floor. Once I was back inside the tracker on my ankle would relay my biometric information to the hospital's central computer for Steve to download later. I was starting to feel dizzy. My arm was trembling. Weaker than it should be. In the back of my mind I felt SP//dr warn me.

"Cindy—"

Her arm was round me before I even had a chance to stumble. The walking stick fell. I lurched, and she held me tight. I closed my eyes as the whole world did a 180.

"Cindy…"

"I've got you."

Before I knew it I was leaning against the bed. One of the nurses came in and helped me up. Cindy tucked me in.

I said it without thinking, "You don't have to do all this for me, you know?"

Her reply wasn't what I expected, "I know. But I want to. It's better here, with you. Better than being alone."

"You don't wanna be stuck here," I mumbled, grogginess setting in, "I don't wanna trap you here, Cindy. Lola and Rafferty are probably waiting for you."

She grabbed my hand, "No. I wanna stay. I need to stay…"

Sleep took me without warning. When I awoke my eyelids were pitch black. As I became aware of my body, I realized something warm was wrapped around my hand. It all felt far away, as if each of my limbs were at the end of a long tunnel. I didn't open my eyes. I didn't speak. I just laid there, half-aware, half-asleep. That's when I heard her voice, spoken so softly into the darkness.

"I love you."

Those words fell into me like pebbles into a lake. They sank through my chest, rippling out into my stomach, tingling across my arms and legs. Excitement, fear, and confusion whirled around my head. My breath caught in my throat. For a moment I thought she noticed. Then I felt her palm press into mine, warm, though not as warm as her fingers, and I heard the soft poof of her butt landing in the room's plush couch. I was frozen there for a while, wide awake in the darkness. Then I opened my eyes.

"Cindy…" I whispered. I didn't know what I wanted to say.

The chair rustled as she leaned forward, "Peni?"

I couldn't see her in the shadows. But in my mind's eye I imagined her. I imagined her shy smile. Her goofy laugh. I imagined those eyes that saw me for who I am, who I really am.

I took a deep breath. Then I chickened out, "What time is it?"

"Two AM."

I blinked, "You stayed here all this time?"

"My parents know."

My head was so muddled I could barely think. I forced myself to speak, "Thank you…"

Her fingers interlaced with mine. Threads of warmth weaving through my mind. We sat in silence like that for a while. It gave me time to process what she'd told me, though it didn't give me the confidence to respond. She had no idea I'd even heard her.

"I'm sorry," I said, when my heart had finally stopped beating so hard, "I should've been here to protect you from Mysterio. Then none of this would've happened."

Her reply was emphatic, "No. I shouldn't have trusted him. When the spot guy teleported me to that theater…" I felt her lean on the bed's railing, "I thanked him. I looked right up at Mysterio's domed head and thanked him for saving me," her breathing became more ragged, "Then he grabbed my arm. Hard. It hurt right into my shoulder he grabbed it so hard. He threw me into the chair. Oh Peni…"

I squeezed her hand, "I'm so sorry Cindy."

"You told me he wasn't what he looked like. You said he was a fake. Why didn't I listen?"

I sat up and pulled her in for a hug, "He's in the Raft now. He can't hurt you anymore. He can't hurt anyone. He's gone, and you're here, safe."

She pressed her face into my neck, "I don't deserve you, Peni."

"Well you're stuck with me, whether you deserve me or not."

She giggled at that, "I'm a mess."

"It's okay, I'm always a mess."

"Do you ever brush your hair?"

"No, and you can't make me."

"I wouldn't dream of it."

The natural smell of her hair drifted into my nose. My mind fell back into the theater, back to that moment, that kiss. SP//dr gave his opinion in the form of a sensation, the feeling of my lips on her soft hair.

I can't.

I wanted to. A part of me thought I should. But by the time I'd finished fighting that inner battle with myself the moment was over. Cindy pulled away, brushing a hand on my cheek.

"You're amazing, Peni," she said. I could've kissed her then too.

I told her what I meant, as best as I could, "I'm so glad I met you, Cindy."

She sat back in her chair, and I laid back down in my bed, and we sank once more into a comfortable silence. This time she fell asleep first. I went soon after, floating away on the sound of her gentle breaths.

I was in hospital for two more days after that, and that night hung over us for both of them. We talked, we laughed, but that tension never left. Every time our eyes met, all I could think about was the feeling she'd given me when she'd said those magic words. I wanted to say the same. I wanted to tell her that I appreciated her more than just as a friend. I wanted to say, 'I love you'.

On the last day, with my bloods and scans and my strength and my mobility all back to normal, 'I love you' sat behind my lips, waiting to be spoken. I looked Cindy in the eye as the experts discharged me. I saw her parents for the first time all week. They looked worried, and so did she. My body was back to normal, but my heart didn't have the strength to say what I meant. As I left, I hugged her for the millionth time and told her only, "Thank you," then I got into the car with Aunt May and Uncle Ben.

That was four days ago. We haven't messaged each other at all since then.

When I see her in school I'm gonna tell her. No matter what. I'm gonna say 'I love you'.

That thought covered me like a warm blanket as I flopped into bed and fell asleep with SP//dr on my forehead. Its heat stuck with me long after I woke up and let myself out of the house. It wrapped itself around me as I climbed into my new mech, built by me and my aunt and my best buddy SP//dr, bringing a smile to my face as I swung to school.

School… I never liked school. I never had friends at my old school. None of the kids understood me. None of them liked me. Even the adults didn't like me much. But at Mason Banks I had Cindy, and Harry, and in another world far away, in a whole other dimension, I had a whole family of super-people who understood me completely.

I love all of them so much

In perfect sync with SP//dr I flew down First Avenue, the buildings' crystal peaks rising up either side of me. I was in the canyon. In front of me only skybridges and a smattering of cars.

I'm gonna tell her, SP//dr. I'm gonna tell her how I feel and everything's gonna be good. I'm gonna make sure of it.

Suddenly the bright, rainbow lights of a store sign cut through my reverie, and I gasped.

"Ice cream! If only we had time… do you think we have time, SP//dr?"

He did, so we perched the mech on the skywalk and strolled inside. Sergio the ice cream guy saw me right away, even as he was serving a table of four.

"Peni!" he cheered, "It's great to see you back on your feet! What can I do for ya?"

"I'll have a super triple chocolate tub please! Oh and can you put some of those little mint cubes on this time?"

"Oooh!" he said with a mischievous grin, "Not like you to go in for mint!"

"I'm in an adventurous mood."

"I gotta warn ya, the cubes kinda taste like toothpaste."

I smirked, "That's why I like 'em!"

He laughed, "Of course. Well, here you go!"

"Thanks!"

I went to scan my retina on his payment processor, but he covered up the lens and with a smile said, "You know it's on the house."

"Are you sure? You give me so much free ice cream."

"And I got plenty more. Now scram! Your aunt told me you got school today."

I stared at him open mouthed, "My aunt told you that? How did she even know I'd come here?"

He tapped his nose, "That's a trade secret. Have a good day at school, Peni."

I shook my head with a rueful grin, "You too, Sergio. I'll tell Aunt May you said hi."

Before I could get in the mech, before the ice cream store's autodoors even finished closing, a fan called out to me from down the skywalk.

"Oh my god, Peni! It's really you! And SP//dr too, holy cow!"

She was taller than me — but then so were most people. She looked about Cindy's age, maybe thirteen or fourteen. She stopped in front of me and just looked at me, her face going from shock to joy to something between fear and relief.

She clutched her phone in her hands, "When I heard you were in hospital, I…"

I waved dismissively, "That was nothing. I mean, it was boring. Like, real boring. But I'm okay."

"Thank you for saving the city."

"I didn't save it, the people did. I just kinda helped the whole thing along."

"You can't be serious! You're a hero! You know, I've always looked up to you…" she fidgeted with her phone, "You're the reason I got into science…"

"Really? That's awesome! Any science in particular?"

"I wanna go into engineering, like you."

I shot her a wink, "I'm sure you'll do great at it."

Quietly, the sweet smell of chocolate drifted into my nostrils. I didn't resist. I picked up the little plastic spoon that was jammed into the top of the ice cream mountain in my hands and licked some of the chocolate off. It was like lightning down my neck.

Chocolate is too good for this world.

The fan noticed how much I was enjoying myself, "This is that place you're always eating at, right?"

"I wouldn't say always…"

"Is it good?"

I didn't even have to think about that one, "It's the best! The best ice cream I've ever tasted!"

She smiled, "I'll have to try some then. Oh!" she averted her eyes sheepishly, "Uh, can I… can I take a picture? Like of us, together?"

I beamed up at her, "Sure!"

Still carrying my ice cream I shuffled into position beside her. We took a truly ridiculous selfie together and she posted it on Echo, tagging me in the photo. Then I waved her goodbye.

"Thank you so much!" she squealed, almost hopping up and down on the spot. She waited there while I sank into the mech, and watched us swing away up into the highest echelons of New York, out of sight.


deez nuts and bolts @robobunnydeluxe

[LOOK WHO I MET TODAY!]

(IMG: ‘peni_selfie.jpg’)

 

we stan the spider @spdrpatrol

Replying to @robobunnydeluxe

[omg lucky!]

 

SP//dr @therealspdr

Replying to @robobunnydeluxe

[Let me know what ice cream you get!]

FREE QUENTIN BECK! @mysterymachine

[We’ve almost hit our target for the ‘Free Quentin Beck’ fund! Just a few dollars more and we can get our hero (the REAL hero) the legal help he deserves!]


Whatever calming effect the ice cream had during my journey was gone the minute SP//dr and I touched down outside Mason Banks.

I 'm gonna just come out and say it. She's already said it to me, even though I'm not meant to know it.

I sprinted down the halls in a daze and arrived as late as ever to class 3-3. I caught Miss Drew just as she was leaving.

"Don't worry," she said, giving me a gentle tap on the shoulder, "I told the chef to prepare you tomato pasta."

I sat at my desk as usual. Everyone gossiped around me as usual. Everything was so usual that for a moment I doubted that the past few weeks had even happened. But there was one thing out of place: Cindy. She wasn't there. Her desk was conspicuously empty, and it stayed empty even as our new biology teacher strolled up to the front of the class.

"Hello everyone," he said in a mumble so quiet that I could barely hear him even in the silence that now pervaded the classroom. We all watched intently as he activated the classroom's smart display. With a flash his credentials lit up the board behind him. A biology professor with a specialism in gamma radiation.

Where's Cindy?

I got out my phone as the teacher adjusted his glasses, "My name is David Bruce Banner, though you can call me Bruce. Or Mr. Banner, if you prefer."

Wait … this guy is the David Banner?

I'd read his name in countless textbooks. He was world famous. So why was he here? How the heck did Mr. Osborn convince him to teach us?

I stared speechless as Professor Banner pulled up the topic for today's class.

"I'm not sure what your last teacher covered," he explained, "But given the circumstances I think it's best we start afresh. I hear you're bright kids—" he looked at me. My mouth was still open, "—so I won't linger too long on the easy stuff. If you check your tablets, you'll see you have all your new textbooks on there."

Including one written by him. But we didn't read it that morning. No, the material that morning was written by another scientist I knew: Professor Curt Connors. He was an excellent writer, and Professor Banner was an excellent teacher, but I already knew everything we were gonna cover. So I messaged Cindy. If Banner noticed he didn't mind.

[Are you feeling okay?] I asked her via a messaging app, [You're missing out on meeting the David Banner!]

I tried to be lighthearted, but I knew something was wrong. Cindy never missed class without a reason.

A few minutes later her reply came back, [I tried to come, but I just couldn't make it]

[What, like you couldn't walk? If you're that ill you should definitely stay in bed. I'll come see you after school]

[You don't have to. I should've tried harder to come in…]

[Don't be silly! You did the same for me. I'll be there as soon as classes are over]

I thought she might send one last reply to that, but she didn't. My phone stayed dead through the rest of the class, through English Lit and Math too, right through to lunch break. I pushed it to the back of my mind and meandered towards the lunch hall. It dawned on me then, that I really was back at Mason Banks. I'd never felt that shift before. I'd go out and beat some bad guy up and then come back in time for class (or not), and it would just work. I'd slip right back into school mode, no problem. But now, being surrounded by all the students, hearing the chattering and the laughing and the shuffling of shoes on hard tiles… it almost didn't seem real. It felt especially unreal as I was experiencing it all alone.

Cindy … what's wrong?

Lost in my thoughts, I didn't notice Flash standing in front of me until my nose connected with his chest. I staggered backwards and clung onto one of the lockers to keep myself upright. Fluorescents temporarily blinded my eyes. In the haze I saw Flash smirk.

"Parker."

Kong giggled as if Flash had just told the world's best joke. Flash raised his arm, his hand balled into a fist. I readied myself for the punch. It wouldn't be the first he'd given me. The only mercy was it usually only took one to knock me down. Once I was down he was satisfied. I flinched as his arm swung through the air. Then it hit me. Not a punch. A clap to the back. A clap so hard that it knocked the breath out of my lungs.

Huh …?

I glared up at him, refusing to show either my shock or my fear. His smirk had softened now. It was almost a genuine smile. In a quiet voice he told me, "Glad to see you back."

Then he turned and walked into the lunch hall, Kong by his side. Once again I was speechless.

Can today get any weirder?

My plate of red hot spaghetti didn't think so. Its savory-sweet aroma promised a brief moment of true normality. Well, as normal as normal ever can be for me. You hear people say sometimes that there's no such thing as normal. But when you're as weird as I am, you can feel the difference between you and a normal person. I don't think normal, I don't look normal, and I definitely don't live normally. I mean, it doesn't help that each day is completely different. You can never tell when some egomaniac in a power suit is gonna start trouble in town. Anyway, what I'm trying to say is, normal isn't all it's cracked up to be. But it sure is nice when you've had a week of nothing but wall-to-wall crazy.

I can always rely on spaghetti to cheer me up.

"Peni."

Harry frowned at his whatever-the-heck he was eating. I never did learn much about cooking, and ever since going veggie I've become kinda meat blind.

I asked him, "You don't like it?"

He stirred his fork around the sauce, "We've been friends for a long time now."

"Like five years, right?"

"Something like that."

I jammed some spaghetti in my mouth, "If you want to share my pasta, be my guest. I'm not gonna make you go hungry."

"Has Cindy spoken to you yet?"

Anxiety's cool tingle crept up my spine, "Yeah… I think she's ill. Said she couldn't make it here."

He looked at me, "Is that all she said?"

I paused mid-chew, "Pretty much. Why?"

"It's nothing."

I put my fork down, "Harry, is there something I need to know? Is she okay?"

"It's nothing!" Harry snapped, "It's nothing, okay? It's…"

Cindy and I told each other everything. If she was hiding something from me it had to be really, really serious. Suddenly her late night confession took on a new meaning.

Maybe she told me because she knows she 's ill, that she's gonna—

Die…? No, no way. I didn't even wanna think about that.

"Harry, please."

Every part of him looked wound up. His arm was a coiled spring jittering on his plate, "She really likes you, you know?"

I froze.

Hold on, does Harry know? Did Cindy tell him before she told me?

Anything was possible, but I had to play it safe, so I feigned ignorance, "Of course! We're friends! I feel the same about you, Harry."

He chuckled emptily, "Oh Peni, I wish you did."

I wrapped some spaghetti round my fork, "I don't pick favorites with my friends, you dummy. You know that."

He stared at his plate, "Peni… I… I've always…" his voice caught in his throat, coming out as a choked squeak, "I love you, Peni. Love you, love you."

I squinted at him, confused, "What…?"

He stood up, "I'm sorry!"

"Harry, wait! It's okay!"

He ran out of the cafeteria, leaving his food uneaten.

"Harry!"

Everyone was staring. I stared back, but you can only meet so many eyes when you only have two of your own. I sat there, watching them watch me, till finally people went back to their lunch. Then I was alone. Just me and SP//dr. He crept down my arm to steal a nibble of spaghetti.

I sighed, "Nothing's ever simple for us, huh?"

I heard a tray clunk beside me. It was Lola, followed close behind by Rafferty. Cindy's friends. The only other friends she had. They looked worried.

Lola asked me, "Is Cindy okay?"

Suddenly I wasn't so sure.


The school bell was still ringing through the halls as I sprinted to the mech. I wanted to message Cindy and ask her what was really going on, but at the same time I didn't wanna force it out of her.

"Why are relationships so hard!?" I complained to the lobby's autodoors, then I was outside. Warm air lifted my hair out of my face and ruffled my skirt. The mech waited for me round the corner, past some vending machines and a low wall which I hopped over — almost catching my shoe on the railing in the process. I thwumped into the seat and SP//dr made his way through my hair, down the back of the seat and to his private cockpit. I promised Anna that I'd drop by the Science Center after school to say hi, but that was gonna have to wait.

"I don't think I can make it," I told her, to which she replied—

"Got villains to fight?"

"No, nothing like that. It's… complicated."

"Girl trouble, got it."

"How do you even know!?" I exclaimed as I swung past an enormous holographic diamond, "I've never once talked to you about relationships before."

"I have nieces, Peni. I know these things."

"That doesn't make any sense."

"Call it chef's instinct then."

"You're a chemist."

"So are you or are you not dating?"

I sighed, "That's not important right now. Cindy, she's—"

"I knew she was into you."

"Anna, please!"

I heard her laugh over the comms, "Sorry, sorry. I'm listening."

"I'm serious!"

"I can tell."

"Anna—"

"Look," she said in a mellow voice, "you do what you gotta do, alright? Me and Reed'll still be here in the morning. Hell, the way the professor's been working he'll probably be here all night anyway."

I hopped off of one of the chimneys in the Bryant Park recycling complex, "I'll come as soon as I can."

"Like I said, we ain't going anywhere. Good luck, kid."

"Thanks Anna."

I'd only been to Cindy's house once. I have a good memory, but not a photographic memory like she has. Of course, SP//dr's memory is even better than either of ours. He plotted the route on a map in his mind and then sent that image straight into my head telepathically. All I had to do was hold it there while we wound through the multi-layered streets of New York City.

Like my aunt and uncle, Cindy's parents worked for Oscorp — but in admin. Admin didn't pay like the science divisions did, so they had to live right in the bowels of the city, in the Fast Food District. It used to be a trendy part of the city before the floods took everything away. Her little stretch of West 34th Street was once home to millionaires and celebrities and no one else. They called it Chelsea back then. They called it Chelsea after the floods, too. Then it got renamed to Zuckerbergville after the vat-grown son of some billionaire, but then he died and Synth Burger moved in, and it's been known as the Fast Food District ever since. At the bottom you've got all the food processing factories, and at the top you have the restaurants themselves. Cindy lived kinda in the middle of all of it, in a little crack wedged between a Synth Burger megatower and a Viking Buffet hall.

"Number 342… that's what she said, right?"

On the block between 6th and 7th Avenue. I could see the apartment building. It stood out amongst all the factories, a thin noodle of grey plating stranded in a maze of industrial pipework. We dropped down to the entrance. The door, which was windowless and stained with green gunk, was way too small for the mech. I clamped the mech to the wall a few feet up and scaled down the building using the window ledges. It took me forever to remember how to open the door. The answer was hidden inside the door's bulky frame: a tiny intercom, a simple one with just a touchscreen and a mic. I scrolled along the screen, immediately regretting it as my finger slid over something sticky, till I found Cindy's name.

"There it is. 342."

I rang her apartment. A few seconds later I heard her answer, "Hello…?"

"Cindy?"

"Peni!" she sounded shocked.

"I told you I'd come visit, remember?"

"I lost track of time…"

Me and SP//dr could both hear in her voice that something was very, very wrong. I closed my eyes and tried my best to calm my nerves, "Well I'm here now! You gonna let me in?"

"One sec."

A moment later I heard the main entrance's lock clunk open. I gave the door a tentative push and it swung wide to reveal an impossibly tall staircase.

"Thank Galactus this place has an elevator," my voice echoed. SP//dr agreed. The stairs went right to the top — and you could smell it. Even from where we were standing SP//dr could taste the deep fat fryers on his sensitive leg hairs. He cut our psychic link as the foul stink of greasy meat swept over his skin.

Thanks, buddy. You 're really taking one for the team there.

Unfortunately, as we ascended the stairs (the elevator was out of order) I started to smell it too.

"Jeez," I mumbled, "How does Cindy live like this?"

The smell intensified with every step I took, and not just the smell — the air got thicker too. My hair started sticking to my cheeks with all the fat it was collecting. I felt tired, I felt exhausted, I felt sick. By the time we reached her apartment I was a deep-fried zombie. But I shook all that off of me. Squaring my shoulders and holding my head high, I knocked on her door to the tune of 'shave and a haircut'. She opened it slowly, peeking out from behind it. When our eyes met she yanked off the chain and dragged the door fully open.

"Come in," she said in a hushed voice, ushering me into her living room. It took all my strength not to cry out in joy as my lungs filled with fresh, meat-free air.

Yesss! Thank god her air vents work properly!

Cindy's house was all carpets. Everything had an extra layer of fabric on it, even the walls. There were so many tapestries and photos and crayon artworks drawn by Cindy and her brother that there was almost no space left for the wall to be itself. It was cozy. Like a big hug. Very different from the clean and clinical state Aunt May kept our house in. I liked it.

"How are you feeling?" I began as Cindy sunk into the protective embrace of her squishy sofa, "Like, really."

She gazed into the muffled reflection on the surface of her turned-off TV, "I'm not feeling great."

"Like a cold? Stomach trouble?"

Her breathing was loud in the quiet room, "I…uh…" she looked off to the side, worming her hands around in the lap, "I did try to go. To school."

I moved closer, "Forget about school. If you gotta rest, you gotta rest."

"I opened the door—" her eyes met mine again. I could feel the sadness in them, "—I tried."

"It's okay," I sat next to her, resting a hand on her shoulder, "it's just one day."

A tear rolled down her cheek, "I looked out at that hall… and I… I remembered him. Taking me out of nowhere. He's out there, Peni."

Finally it clicked, "…Mysterio?"

She nodded, "I've been having nightmares since I got back. He finds my apartment, then he takes me away."

"We beat him, Cindy. You beat him! You punched him halfway across the room!"

She shook her head, "It doesn't matter. I didn't really stop him. I got lucky."

"Hey, I didn't get lucky," I said. I wanted to believe that, though a part of me knew it wasn't true.

"Yeah," she half-agreed, "You're right."

As soon as she said it I felt wrong, "No, I didn't mean it like that. I'm sorry."

She wiped her eyes, "Am I being stupid?"

"No," I wrapped my arm around her, "It's not stupid. But you don't need to be afraid of him. I'll protect you."

"In the hospital I felt safe."

"Is that why you stayed so late?"

She sniffed, "That wasn't the only reason."

Her confession resounded in my mind. My heart couldn't take all this at once — I didn't know what to feel. I was sad she was hurting, I was anxious to tell her that I loved her too, I was angry at Mysterio. Most of all though I just wanted her to be happy. I wanted to do anything I could to make her happy again.

I told her, "I'll always be here for you Cindy. Always."

"He just teleported me away… One minute we were at school, the next…"

"I won't let him hurt you again."

"No," she said with conviction, "He won't hurt me again. As long as I stay here. He won't find me…" she clutched her wrist, "Agh…"

"You still get those aches, even with the medicine?"

She laughed bitterly, "Lately it's been in my fingers. As for the medicine… I lost it when I got teleported away. I feel like I'm breaking down, Peni. I don't know what's what anymore."

I took her hand in mine, taking care to be as gentle as possible with her wrist, "We'll get through this. He scared me a lot, too. For a while I thought about giving up piloting the mech."

She looked at me, "You did?"

I nodded, "But then…well, it's a long story."

"Is that why you went away? Because you were scared?"

"No, I got teleported away. But not by him."

And so I told Cindy the story of how I ended up in Miles's universe.

She blinked, "That's crazy, Peni."

"Who knew I had a whole extended interdimensional family?"

For a moment, a genuine smile graced her lips, "Of course you do. Every weird thing that can happen does happen when it comes to you."

"It was fun, and it made me think. It made me realize what's really important to me."

Our eyes met once again. We both knew what was coming next.

"Cindy," I said, taking a deep breath, feeling SP//dr urge me on from his hiding spot deep in my forest of hair, "I… I know this is a bad time, but… well… I…"

I shouldn 't say it. Not now. She might've changed her mind.

Or she might not. Knowing I feel the same could make her happy.

I stared at my bare knees, "That time in hospital, the last time I fell down. The time that I kinda passed out in bed. It was late. I woke up in the night."

Her shirt rustled as her shoulders tensed up. I was starting to regret my decision, but it was too late to stop.

"You said something to me," I continued, "and… I heard it."

"Oh no," she gasped, clutching her face in her hands.

"No," I grabbed her shoulders, "It's not a bad thing. I swear. Cindy, Cindy listen to me," I could see the shame in her eyes. It was now or never, "I love you too."

She stopped. Stopped moving, stopped breathing. She was paused in place.

"You…" she whispered, "…do?"

I felt like all my organs had fallen out onto the floor, "Yes. I do. I realized it at the hospital. But I think… I think I've felt this way for a long time now. I just didn't recognize it. I've never felt like this before. Not for anyone."

She slowly sat upright, her hands resting on her legs. I could see that everything had fallen out of her too. She half-laughed, half-sobbed, "Oh man."

"If you've changed your mind, it's—"

"No no! I haven't!" she immediately insisted, "I just have a lot of feelings right now. Oh Peni—"

Suddenly her arms were round me, pulling me in for a hug. Her breath was warm on my neck. As she nestled her head on my shoulder I kissed her cheek. Slowly her hands slid along my back till they found my messy hair. We shifted on the sofa. Now we were almost nose to nose. I'd never wanted to kiss her so much. So I did. Softly, like in the theater, while all her family photos and childhood drawings watched. We melted into the sofa's many fabrics, surrounded by gentleness. Every kiss lit up my neck, cascading down my back, hot and cold all at once. I'd never felt anything like it. We kissed over and over. Our hands were everywhere. In the distance, my mind scolded, 'What would Aunt May think?' — but I ignored it. I kept going till my lips were numb and my clothes were drenched in sweat.

"Wow…" I sighed, rolling off of her, "…so that's what kissing's like."

She grinned at me, "For someone who's never kissed before, you're pretty good."

"They don't call me a genius for nothing. Anyway, wasn't that your first kiss too?"

"Shh!"

I threw a cushion at her, and we both descended into laughter. I stayed with her for a while after that, cuddling her and pecking her on the cheek. Now that I'd discovered kissing I was greedy for it. It was all I could think about. My mind was overflowing with excitement.

I thought, I've gotta tell Ham about this!

Then I remembered. Ham and Noir and the others were all back in their own dimensions. Dimensions I had no way of reaching. Suddenly all the excitement faded away.

"Cindy," I said, trying not to sound too somber, "I have to go to the Science Center. I uh, I promised Anna."

"Oh," she didn't hide her disappointment, "I understand."

I gave her a little smile, "See you at school?"

She looked back to her dead TV, "Maybe…"

I held her hand, "I'll see you tomorrow either way. I've got you."

"Thanks Peni."

I gave her one last kiss, "I love you, Cindy."

"I love you too."

Even as her door clunked closed and the rancid stench of fried beef filled my nose, those words stayed with me. 'I love you' — it felt so good to say it. I took the first step down the bottomless staircase and immediately looked back at her door. I could knock again right now, maybe even spend the night if I asked her parents real nicely.

No. I have to go. The city needs me. Aunt May and Uncle Ben need me.

Anna needed me.

"She did say I didn't have to come…"

But at the same time, if there was any way for me to see my friends again, I absolutely had to try. And there was only one way to find out.

Falling into the mech was like falling into bed. The pilot's chair was just the right amount of 'too big'. The interfaces shining across the walls and the clear domed screen reminded me who I am. By the time SP//dr reached his mini cockpit, I was ready.

"Let's go."

As I flew across Midtown I called the Science Center via the mech's comms unit. I didn't expect anyone to pick up, but sure enough, just like Anna said, Professor Reed Richards was still there. I was so surprised to hear his voice that at first I didn't say anything. Eventually I asked if Anna was still around. She wasn't. She'd already gone home. For a moment I considered turning around and going home. I'd been debating telling him and Anna about everything, but I hadn't gone through with it yet. Interdimensional travel was big technology, world-changing. Anything that powerful had to be in the right hands. But they were good people, and more than that, Professor Richards was an expert in teleportation technology. If anyone would know how to hop dimensions, it'd be him.

In the end I decided to tell him what happened. Before I even finished he insisted that I come in for some tests. He was ecstatic.

"Peni, if we can crack the interdimensional puzzle, just think — just think of all the good we can do! Think of all the places we could go! The whole universe would be ours to explore! Oh my god…" he started laughing, "Reilly particles… if they're as you described, if the laws of physics operate the same here as they do in that universe you visited… why Peni I think I could make them myself! I think we have the equipment! Hahaha! Peni you're a genius! I'm a genius! This is GREAT!"

I could hardly breathe, "Are you serious?"

"Peni, I've never been more serious in my life!" I heard frantic typing, "I'll be waiting for you in the gene labs. You know where they are."

Then he ended the call. I didn't exactly know where the gene labs were, but I figured I could find my way.

If Mr. Osborn knew about this he 'd kill me.

And abuse the technology to wreck other universes for his profit, no doubt. Mr. Osborn… the man who owned the rights to my mech. If he knew I was visiting the Reed Richards Science Center he'd have a fit. But I didn't care. He owed me big time. As I swung up towards what used to be known as Spanish Harlem but was now known as Fisk Gardens, named after the city's mayor, my mind replayed the moment Osborn confronted me after I got out of the hospital.

"You nearly killed us all," he said. We were back at Oscorp. Aunt May was beside me. We were sitting down in one of the quiet rooms on the upper floors. The offices were still mostly empty after the chaos. The chairs were soft. Memory foam. He chose to stand.

Pointing his finger right at me he said, "Mysterio had my son in a chair with an axe above his head, all because of you."

I just glared at him in silence. Aunt May squeezed my hand.

Mr. Osborn stepped back, his lips falling over themselves trying to find the next thing to blame me for, "You had one job! To protect my company! To protect my family! And you ran away!"

I watched him as he paced the room, "I saved your life."

"After endangering it first. No, no more. I won't allow any more. You're out of control."

"I don't need your permission."

"Oh really?" his bloodshot eyes bored into me, "I guess you don't need permission to destroy my police force, either."

"They're hurting innocent people."

"They're protecting my property! And if you have a problem with that, you can leave the mech in the hangar."

I rolled my eyes, "I'm not doing this anymore, Mr. Osborn. The mech's mine. I don't care what you say."

He got up in my face, "You will care. You're forgetting that I own this city and everything in it. I own your mech. I own you."

Suddenly Aunt May stood between us. "You do not own my niece!" she growled, "Her life is hers, and I will not let you speak to her like that."

He chuckled bitterly, "Do you like your job, May? Do you want to keep it?"

I forced myself to my feet, ignoring the dizziness threatening to drag me under, and addressed my so-called 'boss' directly.

"Mr. Osborn, you can say what you like, and threaten us all you want, but don't forget that the only thing that stopped hundreds of thousands of rioters from destroying every Oscorp building in the city was me. You were doomed before I helped you. Think about that. Think about what they did to this city when they were angry at me, and think about how much further they would go if they were angry at you."

He stared at me, silent. His lips were frozen. His face was empty, like a statue. Then he clenched his jaw, lifted his head and grumbled, "Get out."

I stood my ground beside Aunt May. Mr. Osborn took in a sharp breath, "I said get OUT!"

As the door closed I told him, "I'm taking the mech."

And I did. Despite how angry he was he didn't fire Aunt May or Uncle Ben. He didn't demote them either. Well, not too much. Now they work with me. That's their whole thing. Maintaining and monitoring the mech. Uncle Ben found out about this new arrangement via Oscorp's internal communications app. When he got home he asked, "What did you say to him!?"

Aunt May, a cup of tea in hand, answered simply, "We reminded him who saved his life."

I was nearing the department store that sat on top of the Science Center when I got a call through the comms. I expected Aunt May, but instead I got—

"Toomes!?"

"Peni," his voice was matter of fact, "Doing your evening patrol, I see?"

"Pretty much!" I said. There was no way I was gonna reveal the truth to Norman Osborn's right hand man.

"I've been looking at those wings you made."

"Oh, those. Yeah, I had to borrow some material from a skybridge, so they're a bit clunky."

"They're brilliant. I can't believe you built them without any lab equipment."

"I had my multi-purpose hard light device."

"You reconfigured some mag-lane magnets. You did it consistently, too."

East 120th street was like a jungle. Every building rippled green with Fisk's signature wall gardens. I grabbed a handful of gummy planets from my super special 'pilot only' under-seat candy stash, "You'd be amazed what you can do with a good cell phone."

"I'd like to rework them," Toomes said, almost sounding excited, "I think they could become something really useful with a little bit of effort and some know-how. I'd like you to help me, if you're interested."

"Shure!" I garbled, mid-chew, "Just tell me when and I'll be there."

"Drop by my office after school tomorrow, if you're not busy."

"No problem. I've gotta go now, but could you tell Aunt May I might be home a little late? I need to see a… friend."

"I'll tell her."

"Thank you! Bye!"

The comms fell silent. I dropped down past a multi-story billboard featuring a photo of me I'd never taken wearing a dress I'd never owned. Yet another deepfake from Gene Pop. The billboard flicked between several equally fake photos of me in equally sultry poses. The tagline read: PENI PARKER CALENDAR NOW ON SALE! GET READY FOR 3146!

"They can't even fake me into clothes I'd actually wear. At least get your facts right if you're gonna be a creep."

Gene Pop was bad enough under Jameson. Ever since he'd left they'd only ramped up the weirdness of their articles. I had ten people 'at' me on Echo this morning asking if I really did use Extra Lavender Micropore Shower Cubes. I told them 'no'. I didn't tell them I still use the bargain brand kids shampoo you get at Wall-To-Wall Mart. It's the only one that doesn't make my eyes sting. Smells of apples, too. If it wasn't so toxic I'd probably drink it.

SP//dr doesn't need showers, of course. He cleans himself whenever he feels like it using his pedipalps (the little limbs next to his fangs). He likes baths though. Whenever I have a bath he sits on my knee and dips the tips of his legs in the water. Sometimes he likes to climb on my hand and ride round the bath as if he was on a little boat.

Not that I had much time for baths. I barely had time for showers as it is.

"Here we are."

We clunked down in the dark alley that hid the Reed Richards Science Center. The sign looked even worse than it did a few days ago.

"Yep… it's missing an 'E' now, too."

I had no idea what tests Professor Richards wanted to do on me. I knew more physics than most experts. I'd never met a teacher who could tell me something I didn't know. That knowledge told me that no test would give him any information about my interdimensional trip. The most he could hope to do was confirm that I hadn't sustained any internal damage during the hop between worlds. Even so, a part of me secretly hoped that there was something I was missing, that there was some secret technique, some equation somewhere that I'd never heard of, something that could maybe, just maybe, reunite me with my spider friends.

I miss them.

I'd never stopped missing them. I hadn't noticed it at first. I was so busy fixing everything Oscorp and Mysterio had broken that I didn't have room in my head for sadness. It was only when I was on patrol, swinging around with nothing to do, that those memories of old New York, Miles's New York, began to surface. I could still hear B's voice, still hear Gwen's laugh. I could still see Noir's eyes in May's subterranean lab, bright in the darkness, smiling mouthlessly at me while I snuggled up on the couch.

I need to see them again. Whatever it takes.

Betty Brant was there to greet me as I walked into the garage entrance

"Hey Peni! Professor Richards told me you'd be coming. He seemed really excited about something."

Professor Richards was waiting in the gene labs just like he said, a tablet in one hand and a glowing orb in the other.

"I'm getting closer!" he exclaimed, "And I think you're going to be the last piece of the puzzle!"

He put me and SP//dr through every test you can think of. We had scans and x-rays, span around in quantum field analyzers, had our brains read by his supercomputer, and I even gave a biopsy (he took the sample from my elbow).

"Amazing!" he said about an hour later, after he'd collated all the results, "Look at this," he pointed at two spectrum graphs displayed side-by-side, "This is from before your trip, and this is after."

I squinted at the screen, "I don't see the difference."

He grinned, "It's minute, but it's there. See that tiny band of silver? The little flecks in the purple."

"Ohhhh! I see it now!"

"That must be the Reilly particles."

I looked up at him in confusion, "What, inside me? They're literally inside me?"

"Traveling through the wormhole somehow bonded them with your body. I can't tell whether it happened on the way out, or the way back, but with the cellular decay phenomenon you described, I'm wondering if you picked these ones up after jumping into the collider."

My heart was pounding in my chest, "So what does this mean?"

"It means," he tapped a needle, "I need another sample of your blood."

"Again!?"

"With your blood," he sat me down next to a table covered in pill jars and strapped up my arm, "I can create a stable wormhole to any location."

"Wait, wha—OW!"

He offered me a sympathetic look, "Sorry, I'm not a nurse. This kinda stuff was more Susan's thing."

"Susan…?"

"My ex-wife," he stared at the needle as he drew out my blood, his face locked in stern concentration, "…Excellent."

As soon as he had my blood he jerked upright and strode towards a door at the other end of the room.

I called out, "Aren't you gonna unstrap my arm?"

"Oh!" he laughed, slapping his forehead, "Of course!"

He undid the strap and dropped it to the floor, "I'll deal with that later. First, we have to test this blood."

"Right now?"

"Right now."

I followed him down the white hallway, our steps muffled in the blue carpeting. A couple turns later we reached a shadowy room with a concrete floor.

"Wait here," he said. Then the door closed and I was sent into total darkness. I felt SP//dr crawl onto my cheek.

The professor seems even more frantic than the last time I saw him.

Anna said he'd been in the lab all day.

He must be really close to cracking this. If my blood really works…

It'd mean I could see the others again.

A voice thundered from above, "I'm activating it now."

I didn't need to ask what. Before he'd even finished speaking I sensed it, and so did SP//dr. Something big at the other end of the room. Its deep growl reverberated through my chest. When I looked towards the sound I got a prickly feeling on the back of my neck, then a strange pulling and whirling in my gut, just like the first time I traveled through the multiverse.

When it finally materialized I gasped, "Oh my god."

It was huge. The size of a house. A gigantic, sparkling vortex carved into the wall, surrounded by a bulky metal ring.

That must be what's stabilizing it.

I stepped closer, squinting into its technicolor glow. The wrenching sensation grew stronger, but it didn't pull me in. Not even the air in front of it stirred. It was like the wormhole wasn't even there.

I wonder where it's connected to? Is it connected to Miles? Or maybe B?

Maybe nowhere. I took another step. I was so close. One doorway between me and my adopted spider family. I wanted to hug them so badly. All of them. And I could, if I just took one more step…

Suddenly the door behind me burst open.

"I'm a genius!" Reed Richards cackled, "It really works! I can't believe it! Hahaha! Isn't it amazing, Peni?"

I watched the vortex slowly swim through all the colors of the rainbow, "…Yeah. It's beautiful."

"It automatically connected to that world you visited. The same place you acquired the Reilly Particles."

Without thinking I mumbled, "Miles…"

Professor Richards noticed, "Hmm?"

I looked over my shoulder at his now-goggled face, "Is it safe to go in?"

"I have no idea," he answered with a grin, "But one of us has to find out."

I frowned, "Can't you test it?"

He adjusted his gloves, "This isn't something you can test Peni. But I won't make you go. I've… made that mistake before…" for a second his smile drooped, then he collected himself, "I can go first."

I shook my head, "No. I'll do it. I want to do it."

He rested a heavy hand on my shoulder, "I'll be right behind you."

SP//dr stroked my cheek with his tiny legs, letting me know he supported me too.

Thanks buddy. I know I can always count on you.

In the center of the wormhole's rainbow whirlpool was a single, black dot. I felt it pulling me. One more step and I'd be through. I took a deep breath, then—

My phone buzzed. Professor Richards gave me a quizzical look, "Everything alright?"

"Probably just my aunt," I said, pulling the phone out of my backpack. But it wasn't Aunt May. It was Gene Pop.

I grumbled, "I thought I turned the notifications off for this stupid thing."

Then I noticed the story. A live story. The headline read: DAREDEVIL SWARMED BY OSCORP ENFORCERS. WILL THE DEVIL OF HELL'S KITCHEN FINALLY BE UNMASKED? The attached video showed Daredevil in a losing fight against an army of robotic police officers. If no one helped him, he really could get unmasked.

I sighed, "Sorry Professor. I have to go."

He couldn't believe what he was hearing, "What!? Now? Are you sure?"

I nodded, "I have to help a friend. He needs me. I'll… be back tomorrow."

The professor's expression softened, "I understand. I'll make a note of the wormhole's co-ordinates. We can try tomorrow, together."

"Are you sure? You haven't gotta put everything on hold cos of me."

He turned away from the wormhole and began walking towards the exit, "I haven't slept in two days. I need the rest. Besides," he looked back over his shoulder, a mischievous smile on his face, "You're the expert on that world. I'd rather go in knowing what I'm dealing with."

I smiled back, "Thank you Professor. I mean it."

"Go on. Go save your friend. I'll be watching the news for you."

I ran past him, "Don't watch it too much. It'll rot your brain!"


By the time we reached the mech my legs were jelly.

"Really gotta exercise more…"

But I didn't need exercise. While my human body was limited, our mech body was invincible. As soon as my butt hit the pilot's seat we started up the jet thrusters and propelled ourselves into the air. Then it was time for the webs.

"Here we go SP//dr!"

On instinct alone we webbed from skybridge to skybridge. Past Mayor Fisk's gardens and through the wall of traffic down Park Avenue. I had so much to tell my spider friends. I was gonna give each of them the biggest hug ever when we met. But they weren't my only friends. I had more friends now than ever before — and a girlfriend. The new school semester had barely begun and already everything was different to how it started.

It's only gonna get crazier from here.

I was ready. I'd been through just about everything. I'd even been through a rip in spacetime and made it back to tell the tale. I was strong. I was smart. And most importantly, I wasn't alone.

"You and me forever, SP//dr."

On the skywalks around me I heard people crying, "Hey, it's SP//dr!"

Their voices filled my heart.

"You can do it, Peni!"

"You guys are the best!"

"Go SP//dr!"

Their trust in me propelled me forward, reminded me who I am.

"Take 'em down, Peni!"

"You're my hero!"

I am Peni Parker. Mech pilot. One of two. The other is my best friend, SP//dr. Together we protect New York City from the forces of evil. Whoever they may be…

The comms flared up with Oscorp police transmissions, "Target is on the roof of Fisk Tower. Lethal force authorized."

I cracked my knuckles, "Alright buddy, time for you and me to remind Mr. Osborn who's boss."


Notes:

Thank you once again for reading this <3 It's genuinely an honour to be able to bring you all some long-form Peni content. Our best girl deserves it and desperately needs it. I'd also like to thank GrimnirBorson for his awesome Peni story 'Sp// Dr: An Ultimate Marvel AU'. His choice to ship Peni with Liz Toomes gave me the confidence to ship Peni with Cindy in this story. I'd planned it since the beginning, but I might not have taken the step if I hadn't seen him do it so well.

I'll see you all in the new year :) or sooner, if you're into my other spider-verse stories! The next story is gonna focus more on the everyday aspects of Peni's life in New York, and be less dark - but no less complex or emotionally involved. I cannot WAIT to write it :D <3

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