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#4:Beneath the Mask

In times of crisis, conventional wisdom held that anyone chasing you down could be safely ignored if you burrowed in your apartment. By the time you've finished crying, chances are the threat of the week will have passed you by. And if not, well, it wouldn't bother you for too long.

Then there were cases like the old man.

Having survived his encounter with the terrorist-masked punks, he resolved to never leave the house in the next few months, with or without Emilia's prompting. In a three-bedroom house with kitchen, dining room, and a spacious living room, the place was massive by New York standards.

But rather than easing the man's paranoia, the wide space made him feel exposed, as if being tracked by the watchful eye of someone unseen.

A few days into his self-imposed isolation, he'd rarely left his bedroom, being the smallest room he could bare to stay in. It had no windows, yet he could still hear the cadence of rain and the roars of thunder that raddled those outside.

He spent the night on an unsteady chair, his green cane in one hand, and a photograph in another. On the far left, the image of him, back when he had real hair. Next to him stood a man of a similar age, but with hair already light gray, his mane extending to the middle of his neck. To his right, Emilia smiled happily, her hands joined with Norman Osborn, looking just like his statue. The far right of the photograph had been torn off.

"First Alison, now this," the old man whispered.

"I wonder, how many of our sins still remain to haunt us..."

He heard the faint, yet unmistakable crack of broken glass.

Quickly, he checked a laptop screen on the table in front of him. The display showed the entrance hall from a camera, the hall's double doors perfectly shut. He rapidly tapped the screen, toggling through displays of other rooms and corridors, until he found one with a broken window.

"Oh no..." he clicked the "Lock Door 12" shortcut, a metal door descending in the bedroom over the already locked wooden door. Though he himself appeared safe, his own sense of safety was already compromised.

Frantically, he clicked through every camera screen, hoping to at least catch a glimpse of the intruder. The effort yielded him nothing, save for a brief flicker of a shadow speeding through the corridor leading to the basement. Switching to the basement camera showed static with red text reading "NO SIGNAL FOUND".

Frantically, he took out a small green device from his front pocket and pressed a key combination from memory. An "S.O.S" flickered across the screen, before going dark.

Suddenly, the door gave a metallic screech, then sprung open, a message flashing on the laptop helpfully announcing "Bedroom Door: Offline". Any attempts to access any other door also resulted in an "offline" message. While the old man was busy checking the screens, he near-missed the sound of muted footsteps.

His wooden bedroom door now open, the old man felt a hot rush of fear slam into the pit of his stomach. The corridor beyond was empty.

Immediately, he swung his cane behind him.

But before his swing could hope to knock back whatever was after him, he felt a pair of smooth, cold fingers wrap around his head.

The old man had only a moment to scream, before it was abruptly cut off. In one fluid motion, a sickening pop sounded throughout the house, both muffled by the sound of thunder and wind as it continued to batter the windows.

Illuminated by the flash of lightning, the black and white profile of Spider-Woman was cast into view by the glare, before it was consumed in darkness once more.


That very same night on the far side of town, a local antique store was facing a bit more action than its owner would have liked. Surrounding said owner were four men in trenchcoats, fingers steady on their aim, ready to fire in a moment's notice.

"Now here's how it's gonna go," said one of them. "The Don has a lot of enemies. And to make sure he has enough funds to protect you from them... well, your fee has been doubled."

"D-doubled?" said the owner. "B-but I can barely pay as it is!"

"Sorry friend, but I don't make the rules. I'm just a law-abiding citizen that does what he's told. Speaking of, I suggest you do likewise, before we have to give you an... incentive," said the trenchcoated man, motioning with the barrel of his gun towards a large chandelier just above him. One shot away from snapping the wire in two.

"We're not doing this for ourselves, you understand. We just need a little... compensation for our hard work. How else do you expect us to protect you from the kind of things that roam the streets nowadays?"

As if to answer that question, a web line snatched him backwards. Taken by surprise, he dropped his gun while landing on his back. A blast of web nailed him to the floor. His compatriots turned around to see Spider-Woman in the shop's doorway. But instead of facing her opponents in a triumphant pose of some kind, she devoted her attention to the bulky phone pressed against her ear.

"Really? No backwards compatibility, are you serious?" she said into the phone. "Jeez, why not just play PC?"

"I play PC too. I just grew up with consoles, so I can't abandon them," Peter said, his voice sounding tinny through the phone. "So I just hacked this one."

The trenchcoated thugs, unused to such blatant disregard of their existence, stood in perfect silence. The owner, unsure of what was going on, didn't dare speak either.

"Wait, you hack consoles?" Gwen conversed on the phone, still ignoring the enemy.

"Yeah, I hack things for a hobby. Turns out the feature is there, it's just some greedy porkface decided to arbitrarily lock it out, can you believe it?"

"*&^% this!" one of the thugs shouted, opening fire. It missed Gwen narrowly as she slid behind a nearby shelf.

"What was that?" Peter asked. "Sounded like gunfire."

"Oh, just watching a cheesy gangster flick. I'll call you later. It's just getting to the good bits, wouldn't want to miss it." Gwen hung up the phone.

That was when it occurred to Gwen that she was stuck behind a shelf, three men with automatic machine guns understandably upset that she'd ruined their shakedown, with no intention of going elsewhere.

*&^%. Trapped.

If you actually paid attention, this would not have happened, you know. You're tough and all, but you're not bulletproof.

"I miss the knife guys, they're so much easier..." Gwen mumbled.

"Think I'll go around and shoot her?" one of the thugs whispered.

"Steve, no. She'll punch you into the sky if you come too close," another replied.

Gwen peaked slightly out of the shelf, then went back down as far as humanly possible when a stream of bullets shredded a Ming vase collection behind her, the sound almost muffling the owner's desperate shrieks.

Hoping that would pass for a slight distraction, Gwen leapt from the shelf, shooting webs as she went. The two she could manage missed, turning to shreds as a stream of bullets pinned her down behind the shelf again.

But the thugs themselves didn't change position, still standing directly under the chandelier. They'd wait it out until she made the first move.

Which means, I have all the time I need.

Going against her human impulses, she forced her muscles to stillness. Taking measured breaths, Gwen did her best to ignore the rapid pulse, the cocktail of emotions and adrenaline pumping through her veins.

The movement around Gwen lost momentum bit by bit, until the slowdown became apparent. Gwen once again got out from behind the shelf, this time just fast enough to guess where the bullets would land the moment before firing.

Once out of the line of fire, she sprinted towards the thin chain connecting the chandelier and leapt, attaching a line of webbing as she went. Swinging across, she used the momentum to make a spiraling web around the chain, grateful that the speed and erratic movements was surprise enough to the trenchcoats they hadn't landed a bullet on her yet.

"Hey shopkeeper! Get down, and cover your ears, quick!" Without the time to check if he had, she pulled at the web line she still had in her grasp, then let herself drop with the motion.

The chandelier slammed to the floor, an excruciatingly loud boom accompanying the impact as a dozen lamps burst asunder, scattering the gangsters as well as a shower of broken glass.

Gwen now had the much-needed moment to leap right at one of the thugs and toss him into a wall with a single punch.

The two remaining tommy gun owners attempted to use their weapons, but Spider-Woman jammed both barrels with globs of webbing. By the time the thugs tried to reach for their secondary firearms, they both found themselves facing the floor with a thick web on top of them.

Time seemed to have caught up with her as she came out of the Sense's trance. She took a tentative step forward.

Things seemed alright.

Another. So far, so good.

Another, and...

When did the ceiling get so tall?

And actually, the floor's pretty comfy once you get used to all the broken glass.

She suddenly found herself dazed and sprawled out on the floor. Rubbing her head, she got to her feet with a sizable headache with specs of red dancing in her view as she pulled herself together.

I need an mp3 player at least... *&^%, this is tiring. But... the bad guys are down. That's all that matters, right?

"H-how could you?!" the owner shouted, gazing in horror at the resulted wreckage as he emerged from behind a battered counter.

"How could I... what?"

"Look at this mess! What do I do now?! They'll just show up again! How am I going to pay them now?!" he started to rub his temples having a headache of his own. "I'm doomed! Doomed!"

Gwen observed the damage the struggle had created. Half of the shelves were destroyed, leaving watches, pendants, gemstones, and assorted jewelry covering the floor. So many broken display cases were cracked if not shattered altogether, the shards were prevalent enough it was hard to tell where the ruined displays started, and the chandelier's ended.

In short, it would have no trouble passing off as the set from a zombie apocalypse film.

Brash. Sloppy. Idiot!

She knelt down in front of the thug, (careful to avoid the glass) and appraise the trenchcoat she'd webbed first, knocking off his hat with a finger snap. He had short blond hair, and a smug grin of satisfaction, despite his current predicament.

"You don't *&^% with the Don." he stated with pride."He'll do things once thought impossible, things you could only dream of."

"What's your name?" she asked, unaffected by his little speech.

"Bennett."

"Well then, Bennett," she pointed at the store owner. "This guy here is under my protection now, free of charge. Tell your Don, if he wishes to face me..."

She leaned in closer, her voice much lower than normal.

"I'll make him bleed."

Wow, that was awesome! Felt good, always wanted to say that. Okay, focus, Gwen Stacy. Don't giggle like a schoolgirl right now, it'll ruin the moment.

"So..." she said to the owner, desperately trying to keep the raspy voice. "Call the cops... or something..."

"Cut the crap, Spider-Girl. You've ruined my business, ain't that enough for you!"

"Um, sorry? Okay, going!"

Not confident at all in her voice acting, Spider-Woman left the scene. Just as she executed the first swing, her phone rang.


"Hey, Gwen. Got a minute?" Jean DeWolff spoke on the phone.

"Sure, Jean. What's up?"

"Other than another murder on my hands, not much."

"Whoa."

"I really don't like this one, considering who did it."

"And who would that be?"

"Spider-Woman."

What the *&^%?!

The words hit her so hard Spider-Woman lost her grip on the web line, falling off until sticking to a nearby wall, miraculously not losing her phone.

"That's *&%ing impossible!" she shouted into the phone.

"How would you know?" Jean remained calm in spite of the outburst.

"I... uh..."

Sure, tell the truth to a detective who thinks you're a murderer. That'll go over well.

"W-why would she murder anyone?" Gwen amended.

"I don't know. It's not like I can just go over to Ms Spider and ask now, can I? There's just a blurry video showing her doing it."

Gwen nearly fell off the wall, again.

"There's a what?!"

You have to see this thing for yourself."

"Umm... where did it happen? C-can I have the address?" Gwen asked in a quiet voice.

Jean named it.

"Why do you want to know?"

"Oh... um... just curious? I think? Anyway, happy investigating and bye!" Gwen hung up the phone to avoid further embarrassment.


Smartphone in hand, Jean photographed a dead man. The victim was in a slump on the floor, his upper body leaning against the wall, his neck stuck in an unnatural position, still bearing the marks of a merciless grip. His last facial expression was mild shock and lastly, his cane was nowhere to be found. Jean pressed a button on a Dictaphone.

"The victim died of a cervical fracture. There appear to be no obvious fingerprints on the body. No signs of a struggle. The victim's house has a broken window and a partially damaged fuse."

Jean opened a picture on her smartphone, showing the opened fuse box. The wires appeared to be mostly intact, except the ones labeled "Door 12", which were cut in half.

"Why only these wires?" Jean continued. "Not disabling the camera system appears to be far too sloppy and illogical for someone capable of infiltrating this place... the perpetrator leaves obvious evidence of their doing. Why would they do that?"

"That's obvious," Spider-Woman's voice echoed behind Jean. "To frame someone, mainly me."

It took only a moment for Jean DeWolff to draw her taser.

"What are you doing here?" Jean asked calmly.

Ok now, what's the least stupid explanation you can think of...

"My Spider-Sense led me here. For a reason."

I said the "least" stupid.

Speaking of Spider-Sense, an uneasy chill haunted Gwen the moment she entered the house. She didn't see anything immediately threatening, but chose to remain on alert just in case.

"Sure, whatever." Jean put the taser away. "Look at this."

Jean showed a video on the victim's laptop, depicting the moment when the old man's neck was snapped. The one responsible couldn't have been just anyone in a Spider-Woman costume. Someone whose proportional height, width, and general body shape matched the real Spider-Woman perfectly.

"How... but that..." Gwen could barely speak.

"Yeah. From standing here, I see no other explanation but it being you," said Jean.

"But it's not me!"

"I know," Jean nodded. "Otherwise I would have arrested you by now."

Huh... okay.

Gwen took a closer look at the video, then to the dead man. The sight of death was still very unpleasant to watch, but didn't throw off her focus.

"Listen. I'm going to need your help," Jean suddenly said.

"My help? No 'leave this to the police' routine?"

"You're a smart girl under there, are you not?" Jean sighed. "The good guys... aren't always good anymore. Remember a wave of bank robberies and other attacks not too long ago?"

"Oh, I do," Gwen giggled. "Did you ever catch the... (holy pandas, that name is stupid), the Shocker?"

"Nope. Those cases got covered up by our... esteemed... chief, Stan Carter. All cases that have anything to do with the Silver-Oscorp Conglomerate are handled by Carter alone. It's pure luck I was tipped off in time to show up on the scene before that son of a #$% and a $%^&."

How would a #$% and a $%^& mate...

"Wait," Gwen said. "You said cases that are connected to Silver-Oscorp, so this guy..."

"Is Mendell Stromm, Oscorp Chief Scientist, handpicked by Norman Osborn himself," Jean responded.

Whoa... high profile as *&^%.

"So. we have his laptop." Gwen said. "Anything useful on it?"

"No. Most of it got wiped out before I got here."

Her Spider-Sense tensed up with the sounds of rapid footsteps behind Gwen. On the off-chance something there will get away if she didn't, she fired a web line at the source of the footsteps. That source ducked, as both Gwen and Jean caught a glimpse of it - another Spider-Woman, holding Stromm's green cane.

"I'll get her!" Gwen ran in pursuit.

The second Spider-Woman jumped out of the already broken window, followed by Gwen who already was catching up to her. Mid-air, a double shot from a grappling hook gun embedded itself into a wall of a nearby building.

"Ha!" Gwen swung on an actual web closely behind her double. "Get over here, you cheap imitation!"

The false Spider-Woman landed on a wall, sliding down a little with a screeching noise. She fired the grappling hook again to reach the rooftop, Gwen landing in front of the imposter.

They both stared each other down from the eye lines of their masks, without any movement. The night sky was starting to rain, producing a very noticeable effect on Gwen's costume, but the imposter's clothes remained unaffected by water.

"So what are you?" said Gwen to the faker. "A clone? A robot double? An alien shapeshifter?"

"I had hoped to frame you by appearing in front of the police..." said the imposter in a voice perfectly matching Gwen's. "But this is even better."

"Answer for *&^%'s sake, who are you?!" Gwen pointed at the fake.

"I'm your Shadow, your true self," said the imposter. "Deep down, you really despised him."

Gwen squinted her eyes hard enough, the mask bent slightly with the motion.

"Worth a shot," said the false Spider-Woman. "That reminds me?"

What happened next surprised even Gwen. She expected the imposter to do some poor imitation of her powers, but instead the fake threw a few shuriken at Gwen.

Ok. A ninja. Sure. No problem.

Gwen dodged to the side, preparing to attack. But the Spider-Sense kept buzzing. Usually when it did that it meant things were behind her, so she jumped up. To her increasing surprise, the shuriken she had just managed to dodge almost hit her from behind. When she landed, she noticed that the imposter held the shuriken on rigid strings.

"Very good," said the imposter. "It would appear I no longer need confirmation."

"What are you talking about? And stop using my voice! Do you know how creepy it is to hear someone else say it?"

"Ah, how discourteous," the fake clapped her hands. "Five seconds, if you would?"

In a flash of light, the image in front of Gwen changed. Instead of her exact double, a new person stood in front of her. The Spider-Woman costume changed into a dark red ninja attire, the kind usually assumed to be never worn by the actual ninja. It covered the entire body of Gwen's opponent, save for the right hand and the head. The former had a black metallic glove with a white crystal on its back, still emitting light for a few seconds, a cane in its left.

But the head was the strangest of all; it was light blue and had no hair, its skin had cracks large enough to visibly scar. It had vivid blue eyes that never blinked. Lastly, the complexion of the face made it impossible to tell the gender at a glance.

A shapeshifting alien ninja? Heh, neat.

"Call me Chameleon," the ninja spoke. "My sincerest apologies about the framing, merely orders I am required to serve."

"Cut the crap." Spider-Woman leapt at the Chameleon, preparing a straight punch. But as soon as she extended her arm, the Chameleon caught and wrapped it around theirs, then clenched the fingers of their other arm, save for index and middle. Then the Chameleon struck Spider-Woman's shoulder.

A barrage of pain hit Spider-Woman. It was as if part of her was pierced by a dozen burning needles. As she screamed, the Chameleon released her arm.

He... she... whatever... is fast.

When the pain lessened, Spider-Woman resolved for another strike, that time a horizontal hook. The Chameleon ducked that attack just in time, then delivered another finger strike to her stomach. That time Spider-Woman did collapse from her knees, trying to... endure through the pain and remind some of her reflexes that the mask was still on.

How is this happening? I can't even land a hit, but this fake does it with a finger tap...

"Sufficiently fast," said the Chameleon. "I would perform a test of strength, but I would prefer to keep my internals."

Chameleon took out a device similar to the one Stromm had. It too had a green screen with the "Match" text on it.

"It is amusing," the Chameleon continued. "You call me a fake. Yet in a sense, are you not an imitation as well?"

I have no other choice, but to beat up this blabberer until some sense pours out. Alright, here goes...

Everything slowed down, even the particles of rain. Spider-Woman sprung to her feet as fast as she could, then rushed at her opponent to deliver a fist to the stomach. Although the Chameleon's reaction was also slowed down, the way they dropped the cane and reached for a grab was faster than it should have been possible, fast enough for Gwen to realize she'd already been countered. Too late to retaliate, Gwen was forced to endure the blow with no choice but to suffer it out.

The Chameleon firmly, almost gently moved her fist to the side, then used the other to grab her head. In one forward push, Gwen fell on her back, her attempts to grab at something only managed to mildly shake Chameleon, who performed finger strikes with both hands on her shoulders.

You... fancy... *&^%...

Lacking strength to get up, she tried to fire a web in Chameleon's direction. That was when the cane began to glow with a bolt of lightning from its head, striking her in one fluid thrust.

As strike upon strike piled on top of her, the pain became too much to manage.

"If a subject with even your abilities holds that much... yes, our goal can be achieved."


She saw the hazy image of a large corridor. Hundreds gathering in front of a large exhibit; a collection of glass cages, connected to each other with metal floors with ground above them, mechanisms connecting each to a pedestal.

Spiders roamed in the cages.

"Thank you for gathering here tonight," a man in a green suit spoke into a microphone. "Here, you shall witness a revolution in genetic engineering."

A spotlight shined at the spider cages.

"These spiders have been treated with a special formula that drastically altered them. Let me demonstrate."

He pushed a button on the side. One of the cages had small spikes coming in from various parts below, right under the spider. But the arachnid dodged the spikes before they could emerge every time.

"As you can see, they have developed precognition. They're able to detect danger before it actually happens. Furthermore, their reaction times are much superior to those of their untreated brethren. Any of these sixteen spiders..."

Someone in the crowd raised their hand.

"Yes?"

"Mr Osborn, there's only fifteen spiders."


"Hey! Hey! Get up!" Gwen heard shouting. When she opened her eyes, she saw Jean shaking her.

"Did we catch them?" Gwen mumbled, half-yawning.

"Them? There were more than one?"

"No, it's just I'm not sure if that was a he, a she, or something else. English is stupid," she attempted getting up, but her body still being mostly in pain prevented that. "So did we or did we not catch them?"

"No one was here when I found you?" asked Jean. "What happened?"

"You won't believe it. A ninja. A shapeshifting ninja."

Jean slapped her own forehead.

"Ninjas. This case is getting above my pay grade by the second."

With Jean's help, Spider-Woman got over the pain just enough to at least stand up.

Huh? I'm holding something.

Gwen unclenched her fist to see a small green device, exactly like the one Chameleon and Stromm used, with a screen too cracked to display anything.

"That ninja had this," said Gwen. "Must have dropped it."

"A clue's a clue," Jean said. "What do we do with it?"

"I don't know. It's not like I know any hackers... wait."


Many rooftops away, the Chameleon advanced forward, the old man's cane still in hand.

"I think I lost her by now," the ninja stopped. "Good time for a double-check."

They raided their own pockets, until a single green device was found.

"Ah, here you are. Wait..."

The Chameleon checked the serial number. To their horror, it matched the old man's device, rather than their own.

"No way, it has to be somewhere here. They're small, difficult to find in pockets. And I've got pockets," the ninja spoke in a trembling, desperate voice. Unfortunately, a second search didn't yield any obvious advantages.

"The boss will absolutely murder me if I show up in this state."

The mere thought of entering its boss's door with the lost device made Chameleon shiver. Going in would be all but admitting his client had lived, without his own tracker as proof to verify it. It took quite a few deep breaths for the ninja to calm down.

"Right. Calm. Professional now," Chameleon assumed the thinker pose. "Hmm... I have his tracker. And his cane. Combined with a fact that only Carter knows of his death for some time yet..."

In a flash of light, the Chameleon became the perfect image of Mendell Stromm.


From then on, getting into Oscorp was a fairly easy task. Most employees watching "Stromm" pass by just assumed the man couldn't take a day off. That fact being true about the real Stromm helped a lot. The first obstacle took the form of a turnstile - the Chameleon's holographic pockets didn't contain Stromm's keycard.

"Stromm" coughed, attracting the attention of a security guard.

"Sorry, Mr Marko." the Chameleon said. "I forgot my keycard. Can you let me in? It won't take long."

"Jeez, Doc, again?" Marko growled, then pressed a button. "Fine, go in. You science types are such airheads."

"This will be the last time it happens, I assure you," the false Stromm walked past him.

On the way to Stromm's office, the Chameleon was not bothered as much, bar from an occasional "hello" from a colleague of Stromm's or awe-filled stares of interns. Only when the Chameleon reached the office door they were stopped by a young man in a lab coat. He had shoulder-length dark blue hair, a small goatee on his pale face, and black eyes with equally black circles of an insomniac around them. His badge said "Dr Michael Morbius".

"I've been looking for you, Dr Stromm," he said.

"Can it wait?" asked the Chameleon. "I am in the middle of rather urgent business."

"I'm sorry, it's just... please reconsider your stance on our experiment," Michael spoke hastily. "I know we don't want another federal investigation, but think of the possibilities it will unlock..."

The Chameleon knew what Morbius was talking about. The ninja also knew the real Stromm would never agree to it. But it's not like the real Stromm was in any position to object anymore.

"Talk to Vice President Osborn. I've already given her everything she needs to conduct it."

"R-really? That was... easy. May I ask, what made you change your mind?"

"You might say..." the Chameleon smiled. "I feel like a changed man."

Michael Morbius walked out, just barely restraining himself from sprinting in happiness. "Stromm" used the time to open the door and lock it up in case of any more distractions.

From Stromm's work computer the Chameleon could access the O-Tracker system. But more than just access was needed. Only the account of Vice President Emilia Osborn held the access code required.

"If I do this, I might be dead. If I do not, I will definitely be dead."

The holographic disguise didn't show it, but the Chameleon was sweating bullets. During the hacking process the ninja kept looking around, behind, and even above to ensure nothing was already set to murder them just for the attempt.

Eventually the Chameleon could access a map of New York city with locations of all the employee's devices, including its own. It seemed to be emitting its signal from a location called "Technodrone".


Business was as usual at the Technodrone: late night dubstep, neon lights placed to absurd levels, weird abstract movements loosely defined as "dancing". Though there was one significant change: the large speakers now had one security guard constantly monitoring them.

That's hearing loss waiting to happen.

Gwen, in her civvies this time, sat behind a table very far away from the main scene. Far enough so one could speak without having to out-scream Klayton. Peter Parker shared the table with Gwen, a fact Peter wasn't the most enthusiastic about.

"I dreamt of magic sheep, you know," he yawned. "What was the important thing?"

"I'm really sorry..."

"You said that for a thousand and twenty four times now, Gwen. I'm all for a date, but... the things I had to do to convince aunt May..."

"I know, but this is serious. And important. And seriously important. Please help."

She put the green device on the table.

"I'm helping the police to solve a very dangerous, very high-profile murder case. The culprit dropped this. I need it examined and probably hacked."

"Wait, wait, wait. Murder? You're serious?"

Peter looked into Gwen's unblinking, determined gaze.

"You're serious," he proceeded to dissect the device.

"Man, this thing's been busted to hell and back. I think it has some biological detection mechanisms, but those are so beyond salvation. There's also tracking and recording... hmm... I can work with those."

A minute later, the tracking device was in a distressingly large amount of pieces scattered across the table, seemingly done with just a screwdriver and a pair of pliers.

Taking out a box of something that was far above Gwen's very basic grasp on electronics, he proceeded to realign wires, replacing other plastic things with other plastic things, and wait...

"Is that a blow torch?!"

Peter shrugged, taking out a small canister of butane.

"Yup," he said cheerfully, screwing the canister to the nozzle and igniting the hot wires with a firm press.

Gwen could only stare in shock.

"W-were you always carrying that around with you?"

"Sure do. Always have since I ran into some trouble a few years back in Jersey. Hey, you got some hair spray on you? This flame's not hot enough."

Ahahahaha, my boyfriend is trying to kill us...

Despite her many, many, many reservations, she fished through her purse and found a half-empty bottle. numbly passing it to Peter, hoping she'd not have to evacuate another burning building in five minutes.

He grinned, took the bottle and applied a few gentle squeezes. In three seconds, what had been a flame the size of Gwen's palmed ballooned into three times it's size.

"There we go. Now we just need to connect this copper wiring to the homing chip, aaaand, done!"

To her relief, he unscrewed the nozzle and put the torch in his bag.

Peter methodically pieced the device back together, after putting the small chip inside it. With that done, Peter continued the work from his laptop.

"I think I salvaged a video file." He turned the screen in her direction for a better view.

The footage could only be described as a video file on a technicality, and a shaky one at that. In the rows of dense static, little could be made out aside from a few silhouettes. The sound was equally distorted, so that while one could make out the words, the voices sounded too mechanical to assign a name to the speaker.

"Mendell Stromm has been on edge the last few months. He knows about the Osborn blood."

"He called me earlier. He knows indeed."

"It's only a matter of time before he slips and spills the beans."

"If the Don finds out, our plans will be in danger."

"But I can't kill him without Chief Carter finding out. He will investigate on behalf of the Don. And that'll be enough to follow our tracks."

"Not if you frame someone. A specific someone..."

"So that's why the killer dressed up as..." Gwen realized she spoke out loud. "Spider-Woman."

"Ouch. Poor Spider-Woman."

"No, that wasn't the real Spider..." Gwen stopped, Peter's words registering in her head. "Huh? You believe me?"

"She saved my aunt, she's a hero. And heroes don't commit murder."

Gwen's mood brightened. She could hug him, kiss him, and do some other things with him right then and there. No one had ever expressed gratitude for her efforts, not even MJ.

"Gwen?" Peter noticed her drooling. "Are you ok?"

"Yes uh... umm..." her face turned redder than MJ's hair. "Yes. Yes, I am fine."

"Hello," a male voice intruded in their conversation. "I'm S.H.I.E.L.D. Agent Phil Coulson, and you need to give me this device."

Both Peter and Gwen turned attention to the man addressing them. He wore a black suit and tie, his receding brown hair and a wide smile made him look like a cool uncle who doesn't care that you weren't of drinking age yet, as opposed to some secret agent. In a different circumstance Gwen would question of why someone of such importance would approach her, but the mere mention of S.H.I.E.L.D. overrode her entire common sense.

A real S.H.I.E.L.D. agent! Right here! This day is getting better and better!

"Is... she... always like this?" Coulson noticed the drooling.

"Basically," said Peter. "I like it."

"Anyway... you may not be aware that this device is crucial evidence in a murder investigation that just fell under S.H.I.E.L.D. jurisdiction," said Coulson. "This is it. I need to have it."

"We're not in trouble, are we?" Peter mumbled.

"No, no, quite the opposite. We're very grateful you found it," Coulson said.

"Ohmygosh ohmygosh ohmygosh, a S.H.I.E.L.D. agent!" Gwen screamed in excitement. "You guys are so cool!"

"W-we are?" Coulson was taken aback by her enthusiasm.

"Of course! I watched every season of 'Iron Man and the agents of S.H.I.E.L.D.' non-stop. Easily my favourite show. Is it true the real Iron Man stunt doubles for it occasionally?"

"Actually, I'm not in charge of the show, so..."

"Really? That's a shame. I was gonna ask if Captain America will appear on the show, given the recent events..."

"Please. I am only here for the device," looking behind, Coulson noticed the weird looks some security guards gave him. "Just give it to me and I will throw in... a reward of some kind."

Gwen turned her eyes to Peter, who was typing something on his laptop.

Don't give it just yet.

"Really? A reward?" said Gwen. "Do you have pictures of Thor? Preferably in the shower or something..."

"That would be a breach of privacy... sigh. If you must speak, tell me how did you come across this device."

"Funny story, I was just walking by minding my own twenty-something business, until this really nasty rain just poured on me. I didn't have an umbrella and I didn't want to get all wet, so I hid in a nearby burger joint. And you would not believe just who was there!"

"Who," the agent deadpanned, with an increasingly brittle smile that strained his charming appearance.

"This guy, right here!" she said, wrapping an arm around Peter affectionately.

Peter shrugged sympathetically, a phrase in body language roughly translated as the "my girlfriend does this all the time. Just give it time and it'll all be over soon" gesture.

"Oh yeah, me and him go way back! Like, this one time we..." And so, the story went on for ten minutes, featuring intense drama, gripping action, very, very pashionate romance (the details would take weeks for the mental scarring to heal), and an ungodly amount of references, until...

"And then this thing fell from the sky on my head. I said 'Ow', then I thought it's some kind of a novelty smartphone, so... is it yours?"

"Yes," Coulson snatched the device, fearing that saying anything else would trigger another monologue. "Now if you excuse me..."

He left just as sudden as he showed up. If anyone was present in a nearby alley, they'd see him transforming back into Chameleon and mumbling "college kids". Gwen's common sense awoke from its slumber soon after.

"*&^%. That was the killer."

"Agent Coulson was the killer?"

"No, no. The killer has some holographic tech... basically a shapeshifter."

"Wow. This murder really is high-profile."

"Yes... And if I hadn't just gave away our only evidence to our only lead, we could have done something about it."

"Actually, you just gave us another lead," Peter said, bringing up a map of New York City.

"You see, I needed our guy distracted long enough to download an encrypted copy, which I' then installed another tracker inside, that's connected to my laptop. Since I made a third-party tracker cut off from the source code, we can track it without it tracking us. This baby can not only lock on to where the device is right now in real time, but figure out where it's sending its original signal. Which would be... here."

A green arrow flashed in the direction of Oscorp.

She made due on her promise, giving him a kiss on the mouth while pulling him into a tight hug. "Oh, you're definitely worth another date when this is over."

Wait, Oscorp? But why would they kill their own employees? Because he knew something?

Oh no. That's why he was freaking out around me. That Osborn blood talk, framing me, waiting till I actually show up... it's me they're after!

Gwen shivered as a lance of fear chilled her to the bone.

Although she didn't know the details, far from it in fact, in that moment of clarity she realized her little superhero hobby had its own dangers, far removed from a two-bit thief or the hothead with a knife.

Oscorp, on the other hand, was large enough to keep the Chief of Police in their pocket.

Wait... it wasn't them that had Chief Carter... wasn't it this "Don" who has those trenchcoat guys?

That's when Gwen remembered what she said to Bennett.

What am I going to do...

"Gwen? Gwen! Are you ok? You keep nodding off."

"I-I'm alright," she hastily wiped the sweat from her forehead.

One thing at a time. We have a ninja to track.

"I can write an app for you to keep track of these things," Peter said.

"An app for what? For this?" Gwen showed him her old Nokia.

"Oh. I thought you had a... never mind. Hmm... I can work with this, actually."


Some time later, Spider-Woman swung amidst the rooftops below the night sky, now comfortably lit by the full moon and a smattering of stars.

She chose the rooftops closer to the ground, rather than high above, when she'd prefer to dive low in sweeping arcs, let the momentum swing her upwards, gliding for pleasure's sake. Literally being close to Earth allowed her to get a look at the crowd below, while waving her Nokia in hopes of catching a clear signal.

A pixelated arrow pointing erratically like a broken compass was her only guide as it blipped in and out on her phone.

Like finding a ninja in a haystack. At least it works. Kind of.

Dear *&^%, you're a *&^%ing stupid *&^%. Challenge the leader of organized crime big enough to order the *&^%ing Chief of Police around. If you feel like you don't have enough problems, why not also kick Nick Fury straight in the *&^%?

You're not taking this seriously. Any of it.

"That's because I didn't expect this," Gwen said. "These big organizations always seem so large, how could I think they'd actually target me?"

But now they are. You're in way over your head.

"So what? I never specified a 'you must be this small-time to get punched by me' rule or anything like that."

You're scared. Don't even try to deny it.

"What do you want me to do? Chicken out and play strip poker with MJ for the rest of my life?"

You're facing a corporation big enough to employ ninjas. Actual, *&^%ing ninjas. How do you even hire a ninja? It's not like they post resumes online.

"Great power. Great cowardice. Don't mix. Sure, I may be getting into way too big leagues. But it's a chance to make some real difference."

Admit it, you're just one little spider caught in a very big web.

She kept her attention to the crowds below, frantically checking her arrow in hopes it would point to the Chameleon's whereabouts, on the off chance it activated her Spider-Sense.

Let's think about this, shall we? Once you get Chameleon, assuming you can even win, what then? You capture them, your lead ends. You'll be as clueless as you were before.

The arrow on the screen abruptly changed to a dot that moved too fast for it to be anyone else in the crowd. Ultimately, the speed that normally made it difficult to detect was the very thing that gave it away.

Gwen glimpsed its silhouette as it dashed through the streets, The Chameleon jumping from rooftop to rooftop. Using claws to climb the walls, retracting them into its hands.

Gwen followed, giving a call to a friend as she did.

"Jean, I just saw Spider-Woman swing by, she's chasing some ninja. It's weird. Here's the address..."

Right after she gave the address, she shot a web line toward the shapeshifter. It caught them on the leg, allowing Gwen to pull it back, tripping Chameleon.

"Ah... you have found me. I am impressed," the ninja got up from the knockdown. "Though I must confess, I fail to understand your intentions beyond this confrontation."

"You're going down, you corporate sellout!"

Spider-Woman opened with a barrage of webs, intending to simply overwhelm the ninja in sheer numbers. Chameleon responded with a fluid backwards jump, off and over the rooftop, the dull crunch of broken glass giving Gwen a direction to follow.

They're trying to get you into an enclosed space, idiot.

Gwen bit her lip. She saw no other choice but to follow Chameleon into the apartment they'd broken into.


The place was hardly a glorious battlefield. Torn and flaking wallpapers, tables reduced to splintered chunks, a door barely clinging to its hinges. It didn't exactly scream "Doctor Doom's throne room".

She proceeded forward, webs at the ready, should she catch a glimpse of Chameleon in her line of sight.

"Judging from your previous remark, you know who we are," the voice of Chameleon echoed from somewhere unseen.

"And how big we are. What do you think you are to us?"

"You tell me. You're the one in cosplay," Gwen heard a rustling sound from the door, so she fired two webs preemptively. That undid the door for good, as it fell to the dusty floor in a loud thump.

"Even if I should tell you, your mind would reject our truth as a falsehood. The attempt would yield nothing of interest to us."

The now open corridor revealed row upon row of many doors, some tightly shut, others one shove from collapse as before. Cautiously Gwen stepped forward, yanking the closest door at hand with a web. Aside from disturbing a blanket of dust, it seemed as if nothing else was there to be uncovered by the sudden impact.

Reassured by the lack of a response, Spider-Woman entered the room.

The room did not fare any better when compared to its predecessor. It was also much smaller. And empty. Just walls, a ceiling, and a broken window.

"Cut the crap, Chameleon. You freaks are just another profit-driven gang of numbskulls," Gwen glanced out of the window. Every neighboring window was broken as well, with no sight of the ninja.

Behind her, she heard the sound of loud laughter. Immediately she flung a pair of shots over her shoulders, turning to find she'd only webbed an empty wall.

"That could not be further from the truth," she heard Chameleon's voice from afar. "But I would not expect you to understand our dream."

Gwen exited the room, then repeated the procedure of ripping the door and entering the next.

"Yeah, yeah, it's too deep for me. Heard it all from the fishnet man already."

The next room looked like a carbon copy of the previous one. The broken window especially could be an exact duplicate. Spider-Woman shrugged it off, heading for another.

Spider-Sense!

At first she assumed the attack would be coming from the corridor, but nothing was there. Only the realization that the attacker was behind her hit her in time to closely duck under the shuriken. Upon turning around she saw a glimpse of the ninja's red garb before they slipped outside the window.

Guessing on what the ninja would do next, Gwen rushed to the next room. But before she could open it, she heard the Chameleon speak again.

"How naive. You of all people, clinging to your preconceptions and illusions."

A sound of footsteps coupled with her Spider-Sense alerted her. She responded with the quickest backhand she could manage, yet the Chameleon had already ducked and attacked with two finger strikes to her knees.

Fighting the urge to collapse, she swung a fist downward at the ducking ninja, who caught the much slower attack thanks to Gwen's knee. The same method was likewise applied to her attempt to use her other fist.

"But we, like a phoenix, rise above the minds of mortals," the Chameleon pushed her against the window, breaking it and partially shoving her outside. "And no phoenix can be slain by an insect."

"Spiders... are... arachnids!" Spider-Woman pushed herself back, momentarily throwing Chameleon off-balance.

An opening!

Pooling all her strength into a fist, she thrust into the Chameleon's stomach, smashing her enemy against the wall. Collapsing under the Chameleon's impact, a spider web of cracks forming as the shapeshifter fell to the ground.

Spider-Woman rushed in for another punch, just narrowly avoided as the Chameleon rolled to their left.

Hitting the splintered wood burned her hand as a bruise formed on her fingers, the sharp sting left her open for one of Chameleon's attacks in her moment of hesitation.

The ninja, however, didn't move forward. Instead they were wracked by a violent spasm, twitching and screaming as tasered wires embedded into their back.

"You have a right to remain silent," said Jean DeWolff standing in the corridor. "Anything you say can and will be used against you in a court of law."

The shock pushed Chameleon on their knees, giving Spider-Woman time to knock over the ninja, who either did not, or could not get up from the attack.

"So that's our killer, huh?" said Jean. "How did you find this... ninja? Jeez, is still sounds too nuts."

Spider-Woman told Jean about the tracker, about Oscorp, the Don, and Chief Carter, omitting her first attack and tracking by the ninja. Jean's face turned progressively more pale with every detail.

"Chief Carter... co-conspirator. I should have so seen this coming. But that means Silver-Oscorp are supporting this Don and his racketeers... but someone there hired this... ninja," Jean grabbed her own head. "Aaaargh, what a *&^%ing mess. Let's just arrest this prick for now."

Jean took out the handcuffs.

"Wait," Gwen said. "There's... an alternative."

"Like what? Killing? I'm not that kind of cop," Jean handcuffed the Chameleon.

"No. I mean, think about it. What happens if we do this? Carter will cover it all up again. We'll never know who's the one out there with this kind of hired help."

Jean's face grew tense, glaring into Gwen's eyes with cold disapproval.

"If you think I'm letting a killer go free, you need to learn a few things, young lady."

Uncertainty clogged Gwen's mind. The words she needed to say were clear as crystal, and yet they felt like a lump in her throat she'd either swallow or choke on. If she didn't say it then, there wouldn't be another chance. She clenched her fists and pushed on.

"I-I bugged the tracker. Whenever the Chameleon goes, I'll know. We'll be able to nail them all. The ones who hired them, their accomplices, we'll get them all! Just, give it time."

"And what if we don't? This one kills someone else again."

"And if you arrest this one, they'll just hire someone else! Don't you get it? This is bigger than both of us!"

"The killer goes to jail. That. Is. Final."

"For *&^%'s sake, Jean, the world isn't so black and white!"

The corridor grew silent, neither saying a word.

"I never told you my name," said Jean.

"I... I mean... that..." Gwen's knees were shaking even more so than after the Chameleon's attack.

"You sound just like him, sometimes," Jean sighed. "Always the pragmatist..."

"How long have you known?" Gwen whispered.

"I've had my suspicions. Not that I cared... you looked like you were one of the good guys. But even you're starting to talk about the 'bigger picture' nowadays... Can't we just be good? Can't we just jail the bad guy and be done with it? Why does everything have to be so convoluted?"

"It's how we make a difference," Gwen said, regaining some conviction. "The Chameleon will be our pawn. With this, we'll jail all the bad guys. Trust me."

"Fine. Do whatever you want. Just call me if you need someone tazed, ok?"

"Deal," Gwen smiled underneath the mask. Jean shared the smile, even if it didn't quite reach her eyes.


Some time later, Chameleon woke up, still in the same place and still handcuffed.

"Huh?" the ninja looked around, not seeing anyone else with them. "Guess the police officer wasn't with her..."

The Chameleon's body started glowing in near-transparent pinkish red flames. The flames were especially visible around the hands. By moving the arms apart, the Chameleon broke the handcuffs. Then the ninja got up on their feet, as if never having been injured at all.


On the other side of town, on the rooftop of a police station, Chief Carter and Jean DeWolff shared a smoke as night became dawn, the sunrise complementing the shine of their Cuban cigars.

"You were right, detective." Carter's voice was a raspy monotone.

"About... what?"

"If you want to do something right, you have to do it yourself. The higher-ups were... of help, but this one should be handled by us."

"You mean..."

"We have to protect and serve. That's what we do. We can't let someone get away with murder just because they have powers we do not. I'm announcing a bounty for Spider-Woman."

"But Spider-Woman didn't kill that man!"

"All evidence points at her. If you have some contrary evidence to present, detective, now's the time ."

As much as she wanted to prove Carter wrong, she remember what Gwen had said.

"I do not, sir."


Somewhere on top of the Oscorp Tower, a single trenchcoated man walked in a large hall. He pressed a green device against a small panel near the door. It opened, allowing access to the corridor ahead.

He passed through, eventually ended up in a smaller hall, where a strange chair was connected to various wires and tubes.

In a flash of light, the trenchcoated man transformed into Chameleon.

"It is done.."

"You took too long," said the voice of Emilia Osborn.

"The old one put up some resistance... but I have done everything as planned. His life, his tracker, and his cane. Though I have to ask... why would you want the cane?"

"It's all part of the dream," Emilia walked over to the chair."We can now move to the next stage."

Emilia's phone rang. The Chameleon interpreted it as a cue to disappear in the shadows, just as Emilia picked up the phone.

"Yes?"

"Emilia," said an old, fading voice. "What is the status on your project?"

"It is getting close. I will be done soon."

"I need you to hurry. Spider-Woman has challenged us. We need to strike back."

"I will, my Don."

Outside the Oscorp Tower, on a much lower rooftop, Spider-Woman sat down. Her phone showed a pixel dot in direction of the tower. She was fairly far from there, but even then the building's sheer mass made her like a speck of dust in comparison.

Are you sure you made the right choice?

"We'll know soon enough..."

The End.