"Well, I guess you've finally learned my dark secret." Gwen stared at the saxophone in her hands. "I'm a band geek."

"No, no, it's cool." Eddie watched the balloons drift by overhead. Despite the freezing November air, all he wore was a black t-shirt. Gwen, on the other hand, was decked out in the Midtown marching band uniform. It made her look like a complete nerd, but then, that line had been crossed a long time ago. "You look cute." Eddie placed a hand on her shoulder, and then the two of them wordlessly walked out of the crowd.

"So where's Pete?" he took a glance behind them. "Didn't bother showing up? Guess that's not a surprise."

"He's probably still visiting his aunt in the hospital," said Gwen. "It's fine. Anyways, I'm glad you're here. At least someone's thinking of me."

"Well, if it's any consolation, Pete likes you a lot more than he realizes."

"Yeah." Gwen fiddled with her glasses. "It'd just be nice if someone had a conscious crush on me for once."

Silence.

"Eddie?" She turned around. No one there. "Where'd-?"

Thwip. Something black and slimy hit her mouth. The saxophone clattered to the pavement.

Thwip, thwip, thwip. More slime wrapped around her torso, then tightened. Gwen tried to scream, but it came out muffled. The rest of the band didn't even glance her way.

There was something on the alleyway wall. Something big and black. The milky white blotches on its head – eyes? – pointed right at her. It opened its mouth, revealing a set of jagged teeth. A long, slobbery tongue lagged out.

Gwen struggled with all her might, but that only made the slime tighter. It felt like she was bound by cords.

The creature laughed. It sounded totally alien and uncannily human all at once. "We can't wait to see him cradling your broken corpse."

"Gwen? Gwen?"

The next thing she knew, Gwen's dad was looming over her in the darkness, shaking her shoulders. Gwen sat up in on her mattress, rubbing her eyes. Her nightgown was drenched with sweat.

"The nightmare again?" Her dad gave a patient sigh. He was still in uniform – probably just got back from work, meaning it was late. "Do you need me to call your therapist?"

"No, no, I'm alright, Dad." Gwen forced herself to take some deep breaths. "I'm fine."

"If you're sure." He kissed her forehead. "Get some rest, Gwen. I love you." With that, her dad left, shutting the door behind him. The bedroom was cast into total darkness.

Gwen rolled over under the covers. She'd been normal these last few days, but clearly, the Hobgoblin's attack had set her off again. What kind of world were they living in where Gwen couldn't go a week without running from her life from giant lizards and electricity-people and creeps with tentacle-arms? Only in Manhattan. She'd have moved in with her relatives in England ages ago if not for her father's career. And Peter. Oh, and Harry.

As her heartbeat grew slower, Gwen's eyelids grew heavier. And she couldn't forget Eddie. He was still her friend. The fact that he'd been right behind her when that monster attacked was pure coincidence. And the fact that Eddie went missing immediately afterward? He was upset about being forced to drop out of college, that was all. And the fact that MJ had warned Gwen that Eddie wanted to hurt Peter? So he was ticked at Peter. Didn't mean anything. And the fact that Eddie was last seen being carted out of Midtown High in a stretcher right after the black monster attacked the school, shrieking "We're Venom!" at the top of his lungs?

Coincidence. Yeah.

Y'know, Spider-Man really needed to vary his web-swinging routes. If he took the same path to school every morning, it got super predictable and resulted in crowds of loving fans waiting on the streets below to shout their praise as he swooped by overhead.

"Get bent, menace!"

"I love you, too, buddy!" Spidey called back down.

Problem was, being twenty minutes late made it hard to take any route but the fastest one to Midtown. Yeah, punctuality wasn't one of his superpowers.

"Spider-Man? Spider-Man?"

He was used to that name hitting his ears on his way past First Avenue, but what Spidey wasn't used to was hearing it from a high, soft, unbearably adorable voice.

"Gw- G-Girlie?" Spidey had to deepen his voice mid-syllable. He perched himself on the wall of a shop a couple feet above his cat-caller, then turned so his legs were closer to the sky and his hands closer to the ground, cocking his head down at her.

Yep, there was no mistaking that telltale, salmon-colored headband – though truth be told, Peter sometimes had trouble recognizing the post-makeover Gwen without it. She was standing there on the sidewalk with her book bag dangling from her hand. When those sea blue eyes gazed up at him, Peter thanked his lucky stars there was a mask to shield them from his radiant cheeks.

"H-Hi, Spider-Man." Gwen, however, had no such shield. Wow, Peter hadn't pegged her for the Spidey fangirl type. "Remember me? I intern at the ESU lab. I used to wear glasses, and my hair used to be more, uh, unruly." She hesitated before adding, "You've saved my life more times than I can even remember off the top of my head. Guess I'm something of a damsel in distress..."

"Blonde? Glasses? Damsel in distress?" Spidey brought a palm to his chest, though that required him to shift his weight lest he slip and tumble to the pavement below. "Gee, I wanna say you're Captain Stacy's daughter, except I don't remember her being a damsel in distress at all. She was actually this hero who piloted the escape pod out the Master Planner's collapsing lair. If anything, I should be thanking her for saving my life." He descended the wall, closing the distance between them.

Gwen replied with anxious laughter. Was it Spider-Man's imagination, or was she a little, err, fond of his skintight spandex? Gwen had sure as heck never stolen glances at Peter Parker's chest like this, but then, Peter had gotten in the habit of hiding said chest beneath a baggy blue t-shirt.

"W-Well, I kinda had my own self-interest at heart there, too..." Gwen tucked a strand of hair behind her ear. "Actually, I wanted to talk to you about something."

"Oh?" Don't tell Peter he was now competing for Gwen's heart with his own alter-ego?

"About… Venom."

Oh. Okay, now Spidey was wishing she had been hitting on him. "Tall, dark, and slimy? What about him?"

"Is he still out there?" Even putting that to words was clearly making the poor girl's pulse pound. "I mean, he attacked our school, and then he just disappeared."

Spider-Man sighed in spite of himself. More than anything, he wanted to tell her no, that Venom was gone forever. That she didn't have to look over her shoulder everywhere she went. "I fed him that gene cleanser we used on Lizard. It destroys all non-human DNA, so that should've killed him, but- but he escaped, so I don't know for sure."

Gwen inhaled. "I was afraid you'd say that..."

All Spidey could do was shake his head. "But I think if he was in town again, the first thing he'd do would be to let me know. Dude never could resist the urge to gloat."

"What- What is Venom?" Gwen stammered for a second. "I've gotten close enough to know he's not a guy in a costume."

A moment passed. "Sorry, that's, err, classified. Just, uh, if you see any black slime, run the other way."

But that wasn't nearly enough to sate Gwen. "Is he Eddie Brock?"

Spider-Man's wince was more telling than he'd have liked. "Venom uses people as puppets, and... Eddie was one of them."

Gwen's eyes had started to quiver. "He did something to Eddie's head, didn't he?"

"L-Look, I'm really sorry, Miss Stacy." Spider-Man found himself creeping backwards up the bricks. "I wish I could help your friend, but I'm honestly just a guy who can stick to walls and punch things real good."

"But-"

"I gotta go! My- My spider-sense is tingling! Duty calls! Nice talking to you!" Thwip. A second later, Spider-Man was sailing off on a web-line. "Oh, but stay away from Brock!" he called back. "I promise the best thing you can do right now is stay far, far away!"

Even when he was soaring through the sky, Spider-Man felt like a lead weight. Not even a midair backflip improved his mood. Ugh, he hated hiding the truth from Gwen. The last time Eddie had returned, he'd waltzed right up and put his arms around her, and Gwen had been so pleasantly oblivious... It still made Peter's stomach churn.

Obviously, the moment he'd learned the symbiote had escaped the cement, Peter had wanted to warn Gwen. He and MJ had tried to tell her that Eddie had become a creep, but Gwen had brushed them off. She'd thought Eddie's grudge was solely against Peter, and she'd have been right… if you didn't factor in the murderous alien symbiote. Problem was, mild-mannered Peter Parker wasn't supposed to know the first thing about symbiotes. He could've paid Gwen a visit as Spider-Man to warn her Venom was back, except that as far as Gwen knew, Venom had grabbed her at total random last Thanksgiving. There was no reason for her to think Venom would target her again. If Spidey had singled her out like that, it could've jeopardized his secret ID, especially at a time when "Peter Parker is Spider-Man" had been the media's favorite talking point.

Then again, would Gwen learning the truth be the worst thing in the world? Peter really might have come clean to her back then, but then he'd happened to free Eddie from the symbiote's grasp again, and the ooze had fled into the sewers, and- and it just hadn't seemed so pressing anymore.

Besides, at the time, Peter had been worried Gwen would tattle to her dad and then a SWAT team would turn up on the Parker family doorstep. But it'd been forever since Gwen's dad had taken Peter aside for that telltale little lecture about masks, and there'd been no SWAT teams yet. Gwen's dad understood where Peter was coming from. Like he'd said, Peter wore a mask to keep people safe.

But when it came to hiding his face from Gwen… which person was being kept safe, exactly?

Brrrrng. Finally, the bell. Gwen felt like she'd been trapped at school forever, and that was counting the fact that she'd been late getting here after flagging down Spider-Man. To be honest, she'd been hoping that conversation would reassure her, not… do the opposite.

Even after Professor Warren dismissed class, Gwen lingered behind. She was taking an especially long time to pack her books into her bag.

"Hey, girlfriend." Which was all the opportunity Mary Jane needed to corner her. "You free to hang this afternoon before we head to the airport?"

Gwen's physics textbook shook the earth as it plopped into her backpack. "I've told you, MJ, I've got an internship." She made for the door, but MJ followed at her heels.

"You okay?" For once, MJ wore a facial expression that didn't scream "bubbly happy party fun time." "You're not ticked at me, are you?"

"No, it's just..." Gwen bowed her head as they passed the lockers. In a voice only MJ could hear, she said, "Do you have to go to the mall alone with Peter today? Don't you get how that comes across to-?"

"Girl, we've had this conversation. Tiger knows it's strictly platonic between us." MJ shrugged. "I'll just tell him I've already got a date for Miami – first guy who walked past me in class today – and then I'm gonna, y'know, do some reconnaissance for you. See how your one-and-only's holding together while he waits for you to end things with Harry."

"Well, I appreciate the thought, but..." Gwen's eyes traveled to the navy blue shawl draped over MJ's shoulders. God, look at the way it gripped her torso. MJ had been enrolled here for months now, and she still turned heads when she strutted down the hall.

And yes, some of MJ's magic had rubbed off on Gwen, but with every passing day since Valentine's, that magic faded. Specifically, Gwen's hair got messier and messier and her makeup got sloppier and sloppier. She'd actually had to chase MJ down and beg her to refresh Gwen's appearance the night before Harry's ceremony, as if begging for MJ to give her a makeover the first time hadn't been humiliating enough.

"...the thing is, MJ, you're not good at- at talking to guys without coming off like, um..." Oh gosh, how could Gwen put this?

"...like I'm trying to seduce them?" finished MJ.

Gwen couldn't help but flinch. "Yeah. That."

A sigh escaped Mary Jane's perfectly formed lips. "Sorry, girlfriend. It's force of habit, I guess." Frankly, MJ sometimes encountered a similar issue when talking to girls, too.

"I know you're not doing it on purpose, but, like, even being in Peter's radius is enough to..." Gwen trailed off. "I mean, after Thanksgiving, y'know, the first time I told Peter how I felt-"

"Didn't sound like you did much talking, the way you described it to me," MJ said with a smirk.

"-we ended up avoiding each other, and then a prettier girl made eyes at Peter, and..." Gwen took a breath. "I'm just worried history's gonna repeat itself."

"Girl." In a sudden movement, a hand took her arm. The walk past the lockers was halted a moment. "This is so not a repeat of the 'Liz Incident.' First off, Tiger actually said he liked you back this time."

"He probably said that to Liz, too, at first..."

"Second off, he broke up with Liz to be with you."

"Not like I've returned the favor..."

"Third off, I am not a 'prettier girl' than-"

"Oh, don't even finish that one." Gwen laughed in spite of herself.

"I mean it, Gwen." MJ failed to meet her eyes. "You're gorgeous. The only reason I've got a leg up on you's cuz I spend half the day in front of a mirror while you spend half the day interning at big-name science labs."

"I guess it is hard to worry about hair and makeup when my schedule's so packed..." What Gwen neglected to say was that male attention from anyone but Peter terrified her, and so sometimes worrying about hair and makeup was a matter of bravery.

"And fourth off, I'm- I'm not even single anymore." MJ winced at her own words. "Ohh, saying that out loud felt weird."

"Wait." Gwen gave a start. "You're not still with Mark, are you?"

No response.

"MJ, he almost burned you to death."

"Not on purpose! I know Mark fell in with a bad crowd, but-"

"Please don't tell me you're one of those 'I can change him' girls." Gwen couldn't help but roll her eyes.

This time, there was even less of a response.

"MJ..."

"But…" MJ's eyes were planted firmly on the floor. "...don't you think, even if someone's a bad person, it is possible for them to…?"

Okay, this called for The Look. Wait, dang it, The Look wasn't nearly as powerful without the glasses. Gwen had totally forgot.

"I-I care about Mark," MJ stammered. "I can't just flip that off like a switch."

Gwen sighed. "Well, I care about you. There are times when, y'know-" At this point, neither of them was even trying to meet the other's eyes. "-if it wasn't for you, I'd be totally alone… and that means a lot to me."

"I care about you, too," MJ said softly. "You know there's nothing in the world I want more than for my favorite guy to finally hook up with my favorite gal. All that UST's gonna drive me nuts otherwise."

"Y-Yep." Actually, if Gwen wasn't meeting MJ's eyes, then how could she know if MJ was meeting hers or not? Gwen couldn't resist sating her curiosity. As it turned out, MJ had been thinking the exact same thing. "Unresolved… tension..."

The two of them held that pose for about half a minute.

"Well, wouldn't wanna make you late to your internship just cuz I'm playing matchmaker." It took a fraction of that time for MJ to complete her journey down the hall. "Later, girlfriend."

Gwen watched her go until that mess of red hair had vanished around the corner. She found herself shaking her own, blonde mess. She was being paranoid. MJ was right, Gwen had nothing to worry about.

Soul-crushingly, mind-numbingly hard. That was how hard HTML could be. Peter counted himself lucky he'd hadn't hurled the Parker household's paperweight of a computer across his bedroom. Put a book in front of Peter, and he was a super genius, but switch it to a screen and his mind regressed to prehistoric Stone Age Flash Thompson level.

At least the city had continued to stay unnaturally peaceful. Sure, the other shoe was no doubt itching to drop, but Peter intended to enjoy this while he could. Really, the most stressful thing to happen lately was when he'd awoken this morning to learn Aunt May had hosted a conference with the other parents, and they'd decided she, MJ's aunt, and Harry's mom would be chaperoning the Miami trip. Yeah, nothing added to the experience of seeing Gwem Jay in a bikini like having his aunt hovering over his-

Had Peter just thought "Gwem Jay?" Ugh, idiot. He'd meant Mary Gwaine- Gwen. Gwen Stacy.

Peter would tell himself he was just sleepy, except he'd actually gotten plenty of shuteye. The streets had been so quiet lately, he'd skipped his morning patrol, just for a change of pace for his last day before spring break. The Wed-Head was even running out of stray Pumpkin-Heads to terrorize. It felt real weird. But what felt even weirder was that he was walking in totally alone. Guess the days of walking in alongside his two best buds, Gwen and Harry, were behind him…

But then, just as the bell rang and Peter tasted his first few seconds of precious, precious freedom, he crossed paths with a whole new definition of weird. Just as he was passing the courtyard fountain, he bumped into another student. "Oop, sorry-"

He didn't need to see that cheerleader uniform to recognize her – Peter could tell it was Liz by the sudden chill in the air and the faint sound of violins in the distance. Her eyes were red, her normally-smooth hair had gone frizzy and matted, and her usual amount of makeup was totally absent. It was like Liz had put up a flashing neon sign announcing her misery to the world. Heck, she was probably looking that way on purpose just to make Peter feel bad. Which was a smart move because it worked like a charm.

The two of them stared at each other a moment, then Peter mumbled something he wasn't sure was coherent and hurried past her.

Peter hung his head as he walked. Was it his imagination, or had his backpack gotten way heavier all of a sudden? Ugh… The truth was, even before his and Gwen's fateful breakup scheme, there'd been a fundamental problem with Peter's relationship with Liz. A problem that could swing from a thread and stick to walls. That was the thing about Spider-Man – If you had the audacity to want something, no matter how small, no matter how inconsequential, Spider-Man had a habit of swooping in and going, "Lolnope, you've gotta drop what you're doing to go save a little old lady from getting hit by a car, and if you don't you're a monster!" Sure, Liz had taken it like a trooper when Peter had missed her big play, but all that ditching her to be Spider-Man still hadn't amounted to history's greatest romance.

So even if Peter did hook up with Gwen, what was stopping the exact same problems from rearing their ugly heads? Well… No, it was different now. The only "supervillains" left in Manhattan were harmless nutjobs like Grizzly and lame copycats like Hobgoblin, right? So if there weren't any major baddies left to fight, then the Web-Head could hang up the tights. Well, maybe not for good, but he could at at least drastically reduce his heroing hours without feeling guilty about it. Couldn't he?

"You okay there, Tiger?" said a voice from behind. "I could feel the chill from the other side of the school."

"Gah-! M-MJ!" Peter wasn't sure if he was more disarmed because Mary Jane had snuck up on him or because of the way that navy blue shawl hugged her body. "I'm good. It's just, y'know, normal everyday stresses." Such as bomb-hurling maniacs in goblin costumes.

"Well, I know better than anyone that breakups are rough," said MJ.

"Really?" Peter found himself frowning. "I thought you were a free agent?"

At this, MJ laughed. "Oh, trust me, that 'free agent' policy came about through years of honing my craft. I wasn't always this fun." She shook her head, smiling. "But speaking of fun, I do believe it's time for that little talk of ours."

"Oh yeah. S-Sure, Gw- MJ." Peter nearly bit his tongue off. If he ever said "Gwem Jay" out loud, he swore he would hate himself forever.

Well, if Gwen had nothing to worry about, then there'd be no harm in her spying on those two as they left school together, would there? After all, there'd be nothing to see…

Once she'd reached the courtyard, Gwen hid herself around the rim of the fountain, peering over through the water for a blurry look at Mary Jane as she approached Peter. MJ said something that made Peter laugh, and then the two of them walked off together, shoulder to shoulder.

Gwen huffed, then, after a moment, glanced at her phone. She had an unseen text from Harry. Her boyfriend.

She didn't have to torture herself like this. One text. One text, and Gwen could be with Peter the way she'd been fantasizing about since she still wore braces. All she had to do was crush Harry's fragile little spirit into dust.

Gwen looked back to her two friends as they made their way past the parking lot, giggling together. Mary Jane's navy blue shawl hadn't escaped Peter's notice, either. In fact, the moment MJ's attention was elsewhere, Peter's eyes seized the next couple seconds to examine it in detail.

Well, no, actually, that wasn't true. It wasn't the shawl he was examining. And it wasn't MJ's undershirt, either.

Luckily, the weather had gotten a bit chillier today, meaning Peter could play it off like his constant shivers were from the biting wind. He pulled his jacket tighter over himself, fighting to act casual as he strolled into the Silver Spoon alongside a girl who turned passerby's heads.

"Try to understand, Tiger." Mary Jane let out a sigh as the two joined the back of the line. "Gwen's been my best friend since I transferred to Midtown. I can't do that to her."

"W-Well, yeah, but it's not like we'd be making out or anything, right?" Peter let slip a telltale pause. "Right?"

MJ gave the slightest hint of a smirk. "Right."

"We'd just be going as friends. Hanging out when the couples are, y'know, coupling."

"And that'd be great," said Mary Jane, talking with her hands, "but you gotta look at it from Gwen's point of view. She took a huge gamble, and you still wound up with Liz. Didn't do the girl's self-esteem any favors. And now we're gonna treat her to the sight of me, like, hanging off your arm all week while you parade around in your swim trunks?"

"Um-"

"I just- I don't want Gwen to ever see me as a threat." MJ caught herself. "Ooh, that sounded less vain in my head."

A laugh escaped Peter's mouth. "Looked in any mirrors lately? It's just fact."

"Smooth." He'd earned his shoulder a punch. "But c'mon now, liking me's, like, the free space in Bingo. Everyone gets to tick that box. But we both know, end of the day, Gwen's the one who really means something to you." MJ took a breath. "I know you don't wanna hurt her, either."

"Yeah." For a moment, Peter grew solemn. For a moment. "Wonder if Miss Brant likes Miami-?" Then, in response to MJ's face: "Kidding, kidding." He simpered at her. "Wow, that was pretty good. It was practically The Look."

"Don't even start with her." MJ simpered back. "I've heard the horror stories from Gwen."

After that, a brief silence fell over the two as they inched forward in line.

"So you're just not going?" said Peter.

"You kidding?" MJ scoffed. "It's forty-eight degrees out and eighty-two in Miami. Already asked Tiny to be my plus one."

It was a good thing Peter hadn't gotten his coffee yet because he'd have spit it out all over her. "Tiny McKeever? MJ, he makes Flash look like Stephen Hawking!"

Mary Jane merely shrugged. "He's cute."

Peter stifled a groan. "Wish I could skip the whole thing, but Aunt May's going now, and, y'know, after her heart attack, she could really use some fun in the sun-"

He was cut off by the sound of a clearing throat. "Sorry to interrupt," said a voice from behind. "Couldn't help overhearing."

Both heads turned to find a curly-haired kid standing in line behind them.

"Oh, hey, Seymour," Peter said with slightly less enthusiasm than was entirely polite.

"Just wanted to point out Harry invited me, too, and I'm totally going stag. I mean, who wants a ball and chain when Miami's full of hotties, right?" As he spoke, Seymour wiped off snot with the back of his hand.

"Uh," said Peter.

"Peter, Peter, oh my god." Sudden fingernails in his shoulder made him flinch. "Seymour's single, too?" MJ flashed a goofy grin. "You totally just found your date."

"Ha ha."

An abandoned police station. Not the kind of place Harry would have guessed contained a secret laboratory, but then, that was the point of it being secret, wasn't it? Harry tried his best not to cower too visibly as he ducked a loose wire overhead. It was but one vine in a jungle of twisted steel and plastic – This place looked distinctly slapped together. Harry couldn't shake the feeling that one wrong move would make it collapse.

"Little Osborn," Smythe said as he hovered to the lab's center, "I want you to meet your new best friend, Miles Warren."

A man approached Harry. A tall, thin man wearing thick glasses, a white lab coat, and a pedo mustache. "Am I to presume everything's going as planned?"

Smythe nodded. "We've waited long enough. Let's augment ourselves some humans. Of course, if it was up to me, we'd be building robots, but c'est la vie."

"So..." Harry shuffled his feet. "Who are we experimenting on, exactly?"

"That'd be me." Another man stepped out from the lab's shadows – a burly, bald guy in a trench coat. "Top of your dad's short list of volunteers."

"Volunteers?" repeated Harry. "You mean you want to turn yourself into a freak?"

The man grinned at him, then fumbled through his coat pockets for a cigarette and lighter. "Freaks are the future, kid. With more and more showin' up every day, pretty soon I'll have some stiff competition for the... line of work I do. Gotta stay ahead of the curve."

"Yes, well, without further ado..." Warren held up a briefcase. "I couldn't help but notice the Rhino-suit specs were burning a hole in Oscorp's pocket. The late Mr. Osborn had been auctioning off fake copies so he could make easy money and identify his competitors, but I figured we could put the Rhino-suit to a more... dramatic use." He opened up the briefcase so he could leaf through the notes within. "And, as always, I couldn't help but make a few improvements. Octavius was wise to base his design off the animal kingdom, but he made one major flaw – His Rhino-suit was much too bulky. Spider-Man is incredibly agile and thus requires an opponent who can match his speed. I've made the suit considerably lighter and faster, and I've even taken the liberty of adding a prehensile weapon."

"Well, then, what are we waiting for?" said Smythe. "Let's get Mr. Gargan into costume."