no i dont own these characters, love them both. always been a big ben rielly fan. thought he needed a break and another shot at life. semi cannon but like i said i dont own them marvel does. please enjoy

Earth 95

It was a cloudy morning in the big apple. Two Web singers were racing downtown as fast as they could. One grabbed the gargoyle by the horns, "Bam what! Another point for the original spider man" The red and blue webbed man landed on the roof. The second webslinger landed next him. "Eat it up bro; I'm still tired from carrying your weight on my shoulders for the last year. Plus did you just imitate a high school girl on Disney." The man dressed in a red suit with a torn blue hoodie.
"Thanks Ben it meant a lot to know you had my back." Peter said to his clone
"Nah don't sweat it. You are back now. Powers at full and kid on the way. You and Sue, god I wish I could find that." Ben answered. The two sat there for a bit smiling enjoying the skyline. Ben stood up, "been great bro, but I think it's time I stretch out my webs, maybe Los Angeles. This town has one Peter parker already and one spider-man. Though I'll be back when the baby's born." Peter scratched his head, "You're always welcome here, and it will always be your home." An explosion in the distance drew smoke to the sky. Neither said a word as they deployed webs as Web slang that way. The two reached the scene at Midtown High school and found Doc Oc with a machine in his hands. People running away in all patterns from fear. Screams is all they could hear.

Earth 65

Screams is all they could hear. As Gwen jammed away on the drums the bass drum vibrated with the name the Mary Jane's on it. Midtown High school was having its prom. They were hired to play it. She kept getting glances from her band mates for being late again. Her spider suit under her clothes as she played. Though for every glance they gave her she kicked up the tempo. Key note she thought, the drummer sets the pace. After two songs they made peace. During a brake she was walking the prom, got hit on by a few seniors. She blew them off easily, and then she saw a picture of a science fair. It took her back to peter, she still missed him. College hadn't been easy at all, her dad barely speaks to her, and with the kingpin sending assassin's to either kill her or recruit her she doesn't know where to turn. A flash of light erupts and a crack of thunder booms the room and she can't believe her eyes.
"Gwen?"

Earth 95
He can't believe his eyes, it looked just like a horror movie. Doc Oc had really pushed it this time. The explosion left many dead. Peter swung in to pull people out. He caught the side of the building in time. His spidey sense went off and he saw Octavious take aim and fire. It was get hit or the people died. Last second Ben jumped in the way blocked the shot and disappeared in a flash of light. Doc immediately smashed the machine, "Ha ha ha. Finally Spider Man is gone and can never return." That's when a fist came. Octavious had never been hit that hard by Spider Man. "WHERE DID YOU SEND THE SCARLET SPIDER?" but it was too late. The force of the punch knocked Octavious out. The machine was destroyed and the lights faded out.

Earth 65

The lights faded out, there stood the Scarlet Spider. He looked around, and then he saw her. Same blonde hair and same beautiful eyes from his dreams and nightmares. "Gwen?" He said. He looked around recognizing Midtown HS. No Spidey or Oct around. In fact the only one not running was the Gwen look alike. He turned on heel and ran for the exit the minute he hit it he exit he was air bound on a Web line.

Gwen stood there in shock. She thought she was done with the dimension hoping fun. But there stood a spider man like guy. She ducked out of the show and changed, then headed off on her own Web line knowing he'll end up there eventually, she wanted to beat him there. The suit though was odd, but what she saw during the "event" as she called it, odd had a new definition. She got this weird thought, 'we'll you did ask for Peter back.' She shook her head, she knew the girls be pissed about her bailing but there are things more important then band. Something caught her eye and she swung down.

Something caught his eye and he swung down. He webbed a newspaper to see. The daily bugle had the right date and year on it. Ben didn't know what happened, but Gwen alive. Something's off, really off. It pushes him faster to queens. As he arrives he see's Aunt Mays house, with a familiar old man outside. Ben damn near fell out of his Web swing. He landed behind a house and stole a jacket and pants and comes out quietly. He walked up, "sir, sorry to trouble you."
"What is it young fella." The old man looked up.
"I'm looking for a friend, he used to live around here his name was Peter Parker." Ben said trying to hold back tears. He knew full well this was Uncle Ben in front of him. Both Gwen and Uncle Ben alive. He was about to have a mental breakdown.
Uncle Ben with a tear in his eye looked up, "I'm sorry to tell you this son but my Peter's been dead. Keep your voice hush don't need to bother May. She still has her moments about Peter's young death." Ben fell to his knees, 'so if I never peter/me never became spider man they both would have lived.' He thinks to himself. The older man leaned over and patted Ben's shoulder, "how long has it been since you saw Peter?" Ben snapped out of his pity party, "School, I met Pete in School he was like a brother. Like a little brother." Ben said
"Well son, here's how you get to peter's grave. Probably be best if you go there and say your peace." The old man said softly. Ben nodded and stood, he wanted to hug the old man but didn't. He walked off with a wave and when clear ditched the clothes and began to Web sling to the cemetery. He knew the way. He went straight to Uncle Ben's grave marker and found peters.

He dropped and sat against it. "Pete you are not going to believe it. A whole world we didn't screw up. Uncle Ben's alive and Gwen. God bro did you hear me Gwen's alive." Ben's head sunk, he pulled his mask off and just sat there. "Hungry?" Gwen asked. She was in her spider woman suit. A bag of hot food in one hand, picture of a chili dog on the bag. Ben just looked at her, "who-" Gwen knelt down to Ben and took off her mask, "you reality jumped. We need to talk and you need to eat. Preferably not on my dead boyfriend's grave." Ben nodded, and slipped his mask on, "lead the way." A short time later sitting on a roof top Gwen breaks down the multi verse to Ben. He chows down on the chili dogs. After she finishes he sighs, "I thought I was having a mental breakdown. First you were alive then Uncle Ben."
Gwen laughed, "I'm glad I remembered your love of chili dogs."
"Thank you for everything." Ben said
"Don't mention it, plus I was missing having another spider around. So let me get this right you're a clone?" She playfully nudged him. He just smiled at her. Then explained the whole clone saga. Afterwards she shook her head, "Okay I really don't want to meet this jackal." Ben nodded, "You really don't."

They saw the smoke rise from across town. They both slipped on their masks and with out a word they web slinged across town.