Disclaimer: We are not Marvel.

#10:Paint It Black Part One

"Wake up, little spider, we have need of you," said a familiar voice.

Slowly, she opened dazed eyes to the blurry impression of a hangar.

A system of pipes coiled around the hanger, snaking this way and that across the walls, the low thrum of electrical current made her teeth ache. To her left and right, racks of Oscorp weapons had been laid out: bombs, serrated knives, compact missiles, flamethrowers, rifles in both traditional and energetic variants, machine guns lacking the loud bravado of their predecessors with an impartial lethality, and canisters of various solvents capable of liquefying flesh and bone. A variety of the more experimental creations that lay further down the line were indistinct in her present condition.

The lights above provided a sharp contrast throughout her surroundings; bright and harsh where the overhead lamps bathed the floor, the spaces between dark where the hum of technology was concentrated, shrouded by the winding pipes.

She closed her eyes for a moment as the bright light overwhelmed her.

She squinted through the glare. The best Gwen could catch was a glimpse of a green mask conspicuously placed atop a stand among the weapons, and a labeled box, something about plasma testing. It was all she could manage.

"Urgh... what happened..." she said at last in a groggy voice, too tired to even react to the pain properly. "Am I..."

The Chameleon smiled above her, faux-friendly as always.

"C-captured?!" the thought abruptly snapped her out of her placid state.

"Where am I?! Answer me, Chameleon!"

"You are in a place where no one will find you," the ninja said simply. "For your own sake I highly suggest you calm yourself. Any alternatives would serve only to waste your strength."

"Oh I'll show you strength!" She raised her arm for a punch, but her arm refused to cooperate. Only then did Gwen realize she'd been shackled to a wall, the cold steel painfully squeezing her shoulders.

She gave an experimental push against the wall with her legs, her ankles and knees held fast.

No way...

"Please don't waste my time with escape attempts," a voice echoed through the hangar. Despite it being somewhat distorted, it was unmistakably female. The source came from a balcony opposite her own.

The blackened glass prevented her from seeing the person talking, but a set of loudspeakers ensured she'd hear what they had to say.

"Who are you?!"

"You should be proud. These restraints were custom-made just for you," Emilia's smirk managed not to conflict with her cold demeanor, though her eyes carried a touch more excitement than usual.

So, let's review the facts... we're captured, restrained, and just one step away from a killer laser or something... calm down, there's always a way out. For now, keep whoever this is talking.

Above all else, stay calm.

I believe in you.

"Here we are at last, Spider-Woman, you will finally be mine," Emilia employed a wider smirk, audibly struggling to keep her tone reserved.

Will you walk into my parlor? Said the Spider to the Fly.

"It is time at last. Time for rebirth and reclamation."

"You've gone through a lot of trouble just to get little old me," Gwen said with a laugh. "And since that Ninja Gaiden reject is here... I must be in Oscorp. Which makes you their boss. And if I remember correctly, that wouldn't be Silvermane now, would it?"

"I prefer Shinobi..." the Chameleon quietly objected.

"Allow me to explain the situation, Spider-Woman," Emilia's smile remained. "You are confined to a part of Oscorp even Silvermane doesn't know of. At the end of this, you are going to die, utterly alone. But not before I get what I want."

It's just one big wig after another, isn't it? let's hope that won't become a trend. What's next, Red Skull?

"Okay, obvious intimidation aside, you're the mysterious boss of Chameleon," Gwen tried to stay calm. "The laser rifles Chameleon gave me your idea?"

"You wish to know? Let's see... very well, you will be dead soon enough."

"Boss," the Chameleon objected. "Are you certain this is an appropriate response?"

Even through the glass, Gwen could picture the glare she gave them. "She has been a thorn in my side for too long, Chameleon. Let me have this moment."

Chameleon was silent.

"Now then," Emilia said. "Yes, the Chameleon was working under my orders when it supplied you the weapons."

"Not that I'm complaining..." Gwen said. "But why? The Rhino had me pinned down, Silvermane would've killed me. That means you didn't want me dead to begin with, and in actuality, you want something from me. What is it?"

"Silvermane has taken too much from us as it is, I wouldn't allow him to have you as well. You will be killed, but it will be by my hand."

"A sense of entitlement, good..." Gwen coughed sarcastically. "What about Morbius? Why did you mutate him into a *&^% vampire? Where the *&^% does that fall within your plans?"

"Him? Mere proof of concept," Emilia shrugged. "I can't deny that there was an element of satisfaction, the man was such a bore. He has access to technology that transcends life and death, and yet the only use he sees for it is a history lesson? How pitifully short-sighted."

"You *&^% sent him after me!" Gwen shouted. "A *&^% vampire!"

"I have to admit, the possibility of him actually capturing you was... amusing. Did you by any chance happen to kill him?" she asked mildly curious, in the same tone as "did you get the milk?"

"I don't kill, lady. Though you're sorely tempting me."

Probably shouldn't have said that... they might want to tie up any loose ends...

There came a creak from the pipes that only Gwen from her position might have heard. Meanwhile, she wracked her brain for another question, frantically looking for an exit or means of escape.

"What about..." Gwen kept speaking. "What about Mendell Stromm? Why did you kill him and frame me?"

"He knew too much of your powers, I couldn't take the risk that he might...disclose some important intel to Silvermane. Yet disposing of him meant also having to redirect suspicion of Silvermane and his little puppet chief."

"I told you it was not my decision to make..." Chameleon mumbled to Gwen.

"Since you're being polite, I'll tell you how I got my powers. Won them in a poker game, true story."

"You're bluffing. You were present at the genetically altered spider exhibit Norman Osborn held right before the S.H.I.E.L.D. investigation. Fifteen of the sixteen produced spiders were destroyed in said investigation. Clearly you have obtained abilities from the remaining spider."

She knows... but how?

"Chameleon, show her the tracker."

The Chameleon nodded, then displayed the green device they used for tracking, with the "Match" text on its screen.

"The 'Match', of course, is with the genetic signature of the Osborn blood that you stole from us," Emilia continued. "When you defended Silvermane's restaurant from... hmm, you would know him as the Shocker, my own device detected the blood. Later, Stromm's device presented the same results to him, and... one thing led to another, so to speak."

The 'biological detection' Peter talked about was this?

"Why do you oppose the Don?" Gwen asked. "Isn't he the head of Oscorp now?"

"It's my turn to have my answers," Emilia returned to her cold expression.'

"Unmask her, Chameleon."

Un-unmask? No... please no...

Chameleon approached her.

Gwen struggled against her bonds, flailing and pushing against the wall despite the strain it put on her arms and legs. As the ninja came within range, she desperately snatched at its robes. But her grip was weak and they simply shook their head in mock disapproval as they gently shrugged off her advances.

"Stop!" she pleaded. "What could you gain from this?!"

"You are resisting? Good. Do it, Chameleon."

"No!" she tried to headbutt the thing, bite, spit at it, anything to keep it away from her, but being confined to a wall, it amounted to nothing.

Swiftly and without any fanfare, the ninja removed her mask. Though she tried to hide with her hood and hair, her face still remained visible.

T-they can't recognize me... t-that's right, I-I'm not famous...I'm no one...

"You? What a... cruel joke..." Emilia's voice suddenly trembled. "Of all people... you..."

Her eyes gleamed and her smile widened. Emilia took a step back, as the wrinkles on her face creased. She leant back and broke into peals of laughter, the way only those unused to genuine amusement ever could.

"Hahaha, hahahahaha, ahahahahahahah!"

It surprised Gwen, even the Chameleon had a visible widening of their eyes. It added confusion to Gwen's fear, almost making her forget to ask an important question.

"You... know who I am?"

"How could I not?!" Emilia raised her voice through the laughter. "Such merciless irony... such sadistic fortune... that it's you, right here at my mercy, you... accursed child of Stacy!"

No way... that must mean...

The thought of her enemy so easily learning her identity led her to a realization, the cold of her fear giving way to a yet colder rage.

From above, a black substance began to trickle from one of the pipes, unnoticed by those present.

"Were you the one who killed my father?!" Gwen's hands dug into her bonds, relishing the pain.

"Your... father? Why would... ah, of course," Emilia ceased the laughter, but couldn't keep her amused expression from showing.

"The time is up. Now that I know who you are, I cannot possibly wait any longer. Chameleon?"

"Yes, Emilia," Chameleon picked up an empty syringe.

"Wait... what are you doing?" Gwen gritted her teeth.

"Taking back what you have stolen from us."

The Chameleon penetrated the syringe into Gwen's right shoulder. It stung, but in her sensitive state the pain became a spike that would have overturned her balance if she hadn't been shackled.

"Done," the Chameleon swiftly pulled out the filled syringe.

"One more thing," Emilia said. "As we speak, the Don is taking a very good care of an acquaintance of yours... what was his name... Peter Parker?"

"Peter?!" Gwen cried. "What's he got to do with this?!"

"He does not concern me much, and he won't for you either in just a moment. Chameleon, dispose of her. I have what I desire."

"Shall do," Chameleon put down the syringe as they readied three shuriken.

No! It's too soon! There's so much left for me. It's not the happiest life, but it's mine and I'm not going to let some smug so-and-so's pet take that away from me!

I can't... I can't!

All this power, and yet...I have so little, how can I protect anyone?!

The Chameleon pulled their arm back for a faster throw.

If only... if only I had more...

I don't care how... I don't care what happens after... I just... I need more power!

The Chameleon threw the shuriken, but before they could strike Gwen, a black tendril emerged from behind her left shoulder.


As dark and thick as tar, strangely fluid in appearance, it came between Gwen and Chameleon just as they were about to attack. Before they could react, the tendril let their projectiles sink into the black substance. It absorbed the impact, before launching them back at them.

Chameleon leapt out of the way, and readied a second set of shuriken.

"What is going on? Finish her!" said Emilia.

"With all due respect, I am trying to," Chameleon threw the shuriken again, but like before, only hitting the tendril. Gwen felt something cold to the touch on her forehead. It felt hesitant, as though asking her permission. No words were said as the sensation of coldness began to grow.

Whatever this is, if it can give me the strength I need, I accept!

Instinctively, she closed her eyes just before the pitch-black liquid pooled down her shoulders, her back, and quickly spread in multiple smaller tendrils to solidify over her arms and legs, her body now covered from behind.

Emilia, seemingly recognizing what was happening, grabbed the microphone stand.

"The rifle, now!" she shouted hysterically into it.

"R-right!" Chameleon rushed to get a laser rifle just as a loud scraping sound was heard, that of many things metallic clattering to the floor at once. Chameleon turned around with gun in hand to see Gwen now free of her shackles, its broken chains at her feet, an act that provided the rare image of a stunned Chameleon; eyes wide, mouth agape in shock.

"Did she just break..." the Chameleon could only whisper. Spider-Woman stood before him, her knees slightly bent as the ink-black substance now wrapped around her skin from torn hood to feet. Unlike her regular costume, the black matter was perfectly snug against her skin down to the curve of her muscles, more akin to body paint than clothing. As she took in short, measured breaths, the material subtly adjusted and readjusting with the motion.

"What have you done?" the Chameleon watched in awe. Even Emilia dropped her microphone.

Chameleon rushed for their rifle, yet Spider-Woman appeared in front of them before they could grab it. The Chameleon performed a double-finger-strike on reflex, hitting between her right shoulder and neck.

She replied with a punch to the stomach, knocking Chameleon right into a shelf halfway across the hanger. Then, before the ninja could recover, she followed it with a net of black webbing at them from the back of her wrist. Spider-Woman rushed to the door in a blur.

By the time Chameleon cut their way out of the webbing with a shuriken, Spider-Woman had already punched the door out. From there, she saw a corridor leading to an elevator entrance, labeled "Level 14.5"

"All security personnel, there's an intruder in the building! At... at level fifteen!" Emilia shouted into the intercom. "Get down there at all costs!"

Spider-Woman began to pry the doors open with her hands alone. The Chameleon tossed four shuriken into the corridor. They pierced her back, the razor-thin edges penetrating the blackness. It in no way halted her progress, her webbing tearing the doors off their hinges, flinging them aside as she sprinted away, jumping into the nearby elevator shaft. She clung to walls, climbing the floor above, repeating her method of opening the floor's door.

"You know what... let her go. This is too much for me."

In the hallway from where she emerged, Gwen was met with four trenchcoated guards. Immediately, she grabbed two of them by their necks and slammed them against the floor, after which she webbed the third guard to the wall. The fourth man managed to open fire, hitting her with a stream of bullets to her stomach.

"Kyaaaaargh!" she let loose an inhuman screech as each bullet hit. Yet the black matter expanded to push them out, leaving not a scratch to be seen.

"W-what are you?!" the guard tried to run, but Spider-Woman pulled him back by the throat with a tendril. She tightened the tendril grip, making the guard gasp for breath, when an elevator arrived with five more trenchcoated guards.

She threw the one she was just choking in their direction, and rushed to the window while they were distracted. A stream of bullets soon chased her regardless, but she made an improbably accurate slide that avoided them all, letting them break the window in front of her.

She continued to slide, falling out of the window and successfully swinging away.

"Guys... what the *&^% was that..." said one of the guards.


A floor below, Emilia still stood in the enclosed balcony, teeth gritted, fists trembling, her eyes twitching with rage.

"What was all this about, boss?" Chameleon entered the balcony as well. "Is that the real power of the Osborn blood?"

Emilia kept her silence. Slowly, her fists stopped shaking, her eyes rested in place, and her mouth regained its typically cold exterior.

"Yes and no. Come with me," she opened a door behind herself, leading to the laboratory she'd taken Silvermane's phonecall from. She walked briskly to the beaker with the black liquid vial, the contents nowhere to be seen, leaving shattered glass in its stead.

"As I suspected," she said. "Project Venom had escaped."

"I was not aware of such a project," Chameleon said.

"Neither were the investigation officials," Emilia smirked. "What a hazardous failure it turned out to be..."

"Some of my ribs would strongly disagree with such an assessment, boss..." Chameleon murmured.

"It is fine. The suit is extremely parasitic in relation to its host. Venom shall devour her from within before she knows it. Unless..."

"Unless?"

"What is your condition, Chameleon?"

"It hurts like the disappointing end to a promising book, but I am capable of carrying missions, if that is what interests you."

"Good, because you are about to get one."


Spider-Woman swung by the buildings, until she suddenly stopped mid-swing, still holding to her web. At her chest, the black started to form a jagged spider outline in white, stretching out through her torso and connecting with an identical symbol on the back. Her face gained familiar eye lines her mask had, also in white, jagged as a sloppy paint job.

"Huh... where am I? Whoa!" she let go of the web on instinct, then stuck to a window before falling to the ground. "How did I get up here? Where is this? I was just with..."

This is all too weird...

Gwen's eyes passed by the reflection on the window.

"This isn't my costume..." she examined her reflection closer. "It's... okay, first of all, it's edgy as *&^%, second of all... where the *&^% in the *&^% did it come from?"

Spider-Sense!

"What, where?" Gwen checked behind her, realizing that she was attached to a rather low-story building, a handful of civilians and a cop staring at her.

"Halt, Spider-Woman!" the cop aimed his handgun at her.

"Are you sure that's Spider-Woman?" someone said in the crowd.

"What do you think, genius?" another answered. "See that big-*&^% spider logo?"

Oh screw you.

Spider-Woman leapt away from the window, trying to land on the opposite rooftop. Much to her surprise, she overshot the span of two buildings, ready to fall to the street below.

"Whoa!" she flailed her limbs aimlessly, missing the shot in the midst of her confusion. A black tendril emerged from the right shoulder, clung to an antennae, and used the momentum to pull Gwen to her feet.

"That... wasn't webbing," Gwen said upon reaching the roof. "How did I do that?"

She stretched her right arm out.

"Um, costume, use Vine Whip!"

Nothing happened.

"Urgh, what gives..." she shivered. "It's spring now, isn't it? Yet it's so *&^% cold I need a..."

Her costume quickly changed shape, reforming itself into a set of a black coat, pants, and boots of the same black material.

Okay, I am so done questioning this situation.

"Dear strange new costume, please change into something more... 'me'..."

The suit obeyed, becoming a set of a black hoodie, jeans, and sneakers.

"There you... go."

Gwen had carefully jumped into an alley, still almost overshooting it anyway. The police searched for her on walls and roofs, ignoring the crowds she slipped into. Soon, a chill of a different kind ran through her spine.

Chameleon... and their boss... they said the Don will go after Peter, I have to warn him!

She dug through her pockets, looking for the phone, finding it cracked in two.

Typical Stacy Luck... not even Nokias are immune to it. Now what do I do? Steal someone's... no, we're not going down that road again.

A payphone? Wait, I have no money on me. Hmm...

Where would Peter be at this hour? Of course!

Gwen slid into an alley, away from any attention from the public eye.

"Um... now how do I make you transform? Let's try... Honey Flash!"

Despite the overwhelmingly heroic pose she assumed, nothing happened.

"Oh just give me my costume back!"

The material shifted form back to the black Spider-Woman suit it had been before. She ran out of the alley, nearly crashed into a wall, and corrected herself with a well-timed line of webbing.

This thing has black webs? Cool.


It was remarkable how quickly morale improved when the boss was gone, as the Jamesonless staff of the Bugle discovered.

Betty enjoyed her coffee break, and selfishly used company servers for social media, Ned was away on a counseling session he needed after his last adventure, and Peter just put photos on Jameson's desk with a note, hoping he wouldn't have to tolerate Jonah's presence.

Just as Peter was preparing to leave at the end of his shift, the elevator doors opened to reveal ten men in trenchcoats.

At the site of their guns, panic was quick to spread like a disease. Some employees raised their arms in surrender, others ran, and a few hid under the tables. Betty remained calm, as one might when faced with a familiar situation. Peter hid himself in the corner of Jonah's office.

"Easy now," said one. "We only want one of you. Would Peter Parker please step forward?"

"Me?" Peter said quietly. "What do they want with me?"

"Who authorized this... break-in?" Betty said to them. "If Bennett hears of what you just did..."

"Miss Brant, Bennett is in prison," said one of them. "And although he may be a capo, we are under direct orders of the Don."

"Betty, what are you doing?" Peter whispered.

"What does the Don want with one of my employees? State your business, gentlemen," she said as her news persona belied a harshness in her tone.

"Our direct orders are to capture Peter Parker, and..." he primed his weapon. "Eliminate any resistance."

"Cheese!" Peter dashed out of Jonah's office and flashed his camera at the Don's thugs. It blinded three of them, but the rest had no trouble grabbing Peter by the shoulders.

"Should have brought the blowtorch..." Peter said. "So... what do you guys want?"

"You, Parker," said one of them. "You are an accomplice of Spider-Woman."

"He's not!" Betty shouted. "He's just a photographer! What the hell is Silver..."

"Hey, mind our secrets," the trenchcoated man interrupted her.

"I... don't suppose you just want her autograph?" Peter let out a small laugh.

"Do we have to tolerate this guy all the way to the Don?" one captor asked.

"No," another aimed his gun at Peter. "We'll just say he resisted capture."


The sound of glass being smashed distracted him from making the shot, and a line of black webbing took the opportunity to do so, along with his gun.

"First one to bring up the costume gets punched," Spider-Woman jumped into the building.

"What about the cos..." the thug could not finish the sentence as he was sent flying into an office table.

"I warned ya, didn't I?"

"Shoot, you idiots!" someone shouted.

"Too slow!" Gwen knocked four of them down with a roundhouse sweep.

Is it me, or are they slower than before?

The thugs tried to get up, as she grabbed one of them by the collar, threw him over her shoulder, slamming him face-first into the ground.

"Boo yah, it's like a game of whack-a-thug!" she shouted in excitement.

"Shoot her!"

"She's too close, you moron, you wanna hit our own?!" another took out a knife. Soon, others did as well.

You were knife guys the whole time too? Awesome!

They charged at her, wildly attempting to stab or slash. From Gwen's perspective, their slow flails wouldn't hit a walrus, let alone her. She jumped upwards long before anyone had gotten close to her, webbed a thug close, and slammed him to the ground with a massive punch.

Aww, you didn't bounce? You were supposed to bounce!

A rush of pleasure coursed through Gwen's body. Though she never did deny the excitement in a fight, nothing could match the sheer bliss of violence against those too weak to fight back.

Without a second thought, she struck the thug beneath her foot, giggling as she heard the bones in his arm crack.

"You should reconsider your career," she said, smiling under the mask. "You're far too squishy for this."

To demonstrate, she kicked the thug, sending him skidding across the floor and hitting the trenchcoats in front of her.

The force of the impact caused other thugs to stop, and back out by a couple steps. Not done with him yet, Spider-Woman grabbed him by the collar.

"Tell me something... what did you think when you chose this life?" she held him above her head. "Terrorizing the innocent? Hurting those weaker than you? Thought you'd be a big bad gangster? Well? What did you think?!"

"I... I just..." he coughed, barely able to speak. "I just needed a job..."

A tendril from Gwen's shoulder wrapped itself around him, tossing him away into a chair.

"We surrender!" one of the trenchcoated men dropped his knife. "Please don't kill us!"

"Come on, I'm just getting started," Gwen grinned underneath. "Aren't you under orders to kill me? Act like it."

One of them snapped, grabbing his tommy gun and firing it in haste. The recoil quickly sent it flying out from his unsteady grip, bullets scattering from its target, save one.

"Aaargh!" the bullet hit Gwen's stomach, the costume fabric around it fraying not from the impact, but the friction it carried. Quickly, the pulsating matter ejected the projectile out of its wound.

The blackness stitched the tear shut. Gwen felt a soothing chill where the wound had just been.

"You should not..." Gwen growled. "Have done that..."

"S-she's *&^% bulletproof!" the shooter screamed as every trenchcoated man turned tail and ran away, only to face Spider-Woman, who leapt over them to block their way.

"Leaving so soon?" she chuckled. "Do stick around a little longer? Please, I insist."

They fell back, cowering in fear on their knees as Spider-Woman took confident strides in their direction.

Seeing the men who had attacked her now reduced to pathetic specimens that would fear her above all else, the flood of adrenalin racing through her veins made the first a drop of water in comparison.

Despite their protests, she could kill them at her leisure and there was nothing they could do to change her whim. Equally, she could spare them, leaving their torment for another time, or simply let each psyche to be tortured by their own nightmares of this day. Or she could mix it up a little, it was all so tempting.

Peter, who had long been forgotten by his would-be captors, saw only horror through his eyes.

"You know, I wonder if all of you are so fragile..." Spider-Woman webbed one of them closer. "Or I have become much stronger. Let's test it on your skull, shall we?"

"Stop!" Peter screamed.

She raised her fist, ready to strike with full force.

"Please, just.. stop! You've won... you've already won..."

But why would I want to... stop!


"Huh?" Gwen paused.

Peter? What's he doing here?

"What was I... doing?"

She looked around in a haze of confusion at the broken glass, damaged appliances, employees and trentchcoats equally frightened of something, and Peter.

Her enemies used the moment to run away. At least, the ones who could.

"Last I remember, I just jumped here..." She mumbled. "How are they all on the ground? Hey, Peter, are you..."

She noticed the terror in Peter's eyes, and looked around to see if any enemies were still around, before realizing the terror was aimed at her.

"What's wrong?" she asked. "Is it the costume?"

"You were going to kill that man..." Peter took a step back.

"I... was?" she looked at her hands. "I don't remember."

There's time to worry about this later. For now...

"Peter, listen to me, you're in danger," Gwen said. "The killer from the Mendell Stromm case... their boss reversed the tracker, that's how they found you! You need to destroy the devices and hide!"

Peter backed away, weather it had been from fear of her or what she had said, was hard to say.

They can't track me anymore because the phone is busted, but the signal is still coming to the laptop... oh no, Mary Jane!

She leapt out of the Bugle window, leaving Peter, Betty, a few remaining employees, and many unconscious thugs to themselves.

"So..." Betty said. "Might wanna call the police..."


Using her newfound speed and height, Gwen arrived home in no time.

What happened back there? One minute I'm saving Peter, and then I wake up to find Peter's terrified of me for something. Wait, wasn't I in Oscorp?

And where the *&^% did this costume come from?

It... sure as *&^% handy though... if the Don still got anything like that Rhino monstrosity up his sleeve, I'm going to need every bit of an edge I can get.

Saves me on dry cleaning at least.

She landed on a roof near her home, the same where she'd fought Morbius . It had been little more than a week ago, but with how her life was going, it might as well have been a few months.

"Okay, Spider-Sense is silent for now..." Gwen jumped into an alley. "But I need to inspect closer as myself, in case I'm being followed."

Her costume shapeshifted itself into her civilian clothes.

"Do you have to be so ticklish when you do that? Urgh," Gwen walked to her doorstep.


"So, you won the Runway?" Gwen rested on her bed. "Heh... all that worry and MJ here just goes and does it, like a boss! Congratulations, girl, you're awesome."

They bumped fists.

"Y-yeah, I suppose so..." Mary Jane sat next to her, blushing.

"Never doubted you, for even a second," Gwen cast her eyes on the trophy.

No Spider-Sense. Good, that means two things: one, no one followed me, and two, no one tracked this place down.

Meaning, I can relax and think this whole *&^% over...

"Gwen, there's something I need to say..." Mary Jane said quietly.

"Hmm?" Gwen lost her trail of thought.

"Well..."

"Come on, out with it."

"Gwen... where have you been?!" Mary Jane shouted in her face. "You disappeared for a whole day! No warning, no text, no anything! You just vanished! No one knows where you are. Parker's not responding, your detective friend is just as clueless as I, and now you're just back with no explanation?! What in the name of blood and sin happened to you?!"

Gwen sighed in resignation, the first genuine smile of the day vanishing. She closed her eyes and turned away.

"I knew you'd ask..." she said. "The truth is... I was captured."

"C-captured?" Mary Jane was taken aback.

"Yes..." Gwen got up from the bed. "After the battle, the Chameleon got me..."

"Oh no..."

"They took me to their boss, and now... their boss knows who I am," Gwen's expression progressively showed fear, her voice trembled with each word. "The Don possibly knows too, he already attacked Peter and if I didn't make it in time... I... I've made everyone a target. I can't be here anymore, I can't... "

"Nonsense," Mary Jane hugged her by the shoulders. "I won't abandon you, no matter what happens."

She winced, expecting pain in her shoulder for some reason she could not understand. She rubbed at the spot, but there was nothing there.

"I didn't think it would ever happen... I thought the mask would protect me... I'm a screw-up..."

"You're not a screw-up, Gwen," MJ gently took her hand.

"How am I not a screw-up..." Gwen whispered.

Mary Jane hesitated, looking as if she were about to say something. After a sigh of her own, she spoke.

"You know, Gwen, without you, I wouldn't have won the Runway. I was alone there, crushed by the odds. But... thinking of you helped me go forward... it... it inspired me."

"I... I inspired you?" Gwen's cheeks were tinged with pink. "But... but... I don't inspire people. The Avengers inspire people, I... I'm just me."

"You stand up to such overwhelming odds alone... it made me think, I could too. In my own way, I guess I did." MJ said, her tone seemed a touch reflective.

"Thank you..." Gwen's smile improved mood brought with it a swarm of thoughts.

Chameleon's boss asked me if I had killed Morbius. I said no, which is probably a mistake, but they would've learned he's alive sooner or later. He also might know whatever the *&^% I have for a costume now, so... he's worth a visit, at least.

"By the way, Gwen, what's with all the black?" Mary Jane said. "I can't remember buying you this. The goth look just doesn't seem your style."

"Oh, this?"

I don't even know where it came from. What can I possibly say? I have to see Morbius first.

"I'll... I'll tell you later. I gotta go now," Gwen stormed out of the bedroom.

Left alone, Mary Jane returned to her room. Her trophy resided on the shelf, reflecting the chandelier light off its gold surface.

"I didn't ask her about the weapons..." Mary Jane whispered. "But after today, who am I to judge her?"

She glanced at the trophy.

"I made my choice. I have to stick to it. That's what she would have done."

Gwen's words about her capture resurfaced in Mary Jane's mind.

"I should get something... she'd probably approve."


The sun had set an hour ago, leaving the sky dark with storm clouds. Thunder rumbled sullenly over the horizon as the occasional burst of lightning shone through the home of Michael Morbius.

He searched shelf after shelf, running from room to room, the sweat of a desperate man gathering on his brow. Despite the lights leaving no room for shadows in his gothic home, Morbius felt anything but safe.

"It has to be somewhere... it has to be!" turning every shelf on its back, he found a bottle of midazolam pills. "Thank God... I kept extra."

He hurried to open the bottle, spilling some pills in the process. In his hand, he grabbed as many as he could when he heard...

"My descendant..." a warped voice intoned. "It is time."

The voice froze Morbius in place as tears fell from his eyes.

"No... I can't be too late..."

"You whimpering child," the voice sounded closer. "Embrace your heritage and fight. Against the monster whose misdeeds wronged us both. Against..."

Morbius felt cold fingers running through his shoulders. To him, it was as if they pierced through his skin, disregarding his labcoat and sweater.

"Please... I never wanted this..." Morbius whispered.

"You really should have thought of the consequences," a different, softer voice spoke. "If you wanted to see history, you could have just waited. It is in the making."

"But I suppose there is no point in blaming you..." the soft voice continued. "After all, you have always been a mere pawn."

The fingers wrapped themselves around Michael's throat.

"You're... not him..." Michael said. "Please, I have to take these pills, otherwise..."

"Cease your worry," the fingers tightened their grip. "In one snap, so to speak, you shall forget your troubles forever."

"You sick *&^%..." the voice of Spider-Woman spoke, then a thwip of webs followed. The fingers ceased gripping Morbius's neck. He turned to see Spider-Woman being webbed into a wall by another Spider-Woman in a black costume.

"What in the world..." he said. "Two Spider-Women?"

"I told you not to use this form, Chameleon!" the black-costumed Spider-Woman lunged at the other's throat.

"Why not..." the other coughed. "You yourself seem not to be using it anymore."

"Change back right now..." the black-costumed Spider-Woman threw her opponent into a shelf. "Or I'll kill you!"

"How quickly you discard your principles..." Chameleon noticed a broken window that let the rain outside pour on them, yet the disguise was dry. "When it suits your convenience."

"Shut your *&^% mouth!" Spider-Woman delivered the full force of her fist to a wall behind Chameleon, just short of smashing it to bits. The shapeshifter themselves narrowly escaped the strike as they leapt out of the window.

"I'm sick of your *&^% speeches! Of your lies! And your fake-*&^ smile!" Spider-Woman followed them outside. Neither the cold of the rainwater nor the force of the wind slowed her pursuit any.

Swinging over the streets, Gwen searched for Chameleon's escape. At a quick glance, she could tell the roofs were empty of anything resembling them, which meant Chameleon was hiding in the alleyways or blending in the crowd of civilians below.

"Searching every *&^% corner is too slow... and I can't track them anymore," she landed at the edge of a roof. "Focusing... that might work."

She focused, as the downpour of water slowed to a sky studded with thousands of crystals, the lightning transformed into waves of light that built bridges between the ground and sky, lingering before dissolving into fractures of color, the roar of thunder was a single note drawn out to a maddening drone, individual voices in the crowd now distinguishable, even if she had to mentally adjust for speech that felt ten times slower than it should.

"I knew I shouldn't have accepted that deal..."

"I'm sorry, I'll make it up to you."

"Just you wait, we'll move out of here."

"I've hit it big, I'm sure of it this time."

Hundreds of words invaded her brain on and on, each audible and distinct. Her head felt heavier than ever before, the mind trying its best to filter the stream of information.

I never could do this before... is it the power of the suit?

"I sincerely apologize, boss, but Spider-Woman beat me to it," Gwen heard a female voice.


Gotcha.

The voice came from a woman running into an alley that ended in a backyard. Once she was certain no one was following, she clapped her hands to transform back into the red ninja garbed form of Chameleon. A single spider crawled around the ground they stood on. They glared at it disapprovingly.

"By the Beast, this has become quite troublesome..." the Chameleon mumbled before a string of black web pulled them from behind and into a "Captain America is a fake!" graffiti on the wall.

"This time, you won't escape," Spider-Woman landed in front of Chameleon. "And no one will save you."

"Ow, my poor spinal column..." the Chameleon landed on their feet. "You think killing me will accomplish anything?"

Gwen responded with a tendril tightening around the ninja's neck.

"Before, I've let you go," Gwen said with no emotion. "It was a mistake. I see that now. But then... how am I to prove you framed me? Maybe that... shouldn't be the point."

"I am... but... a mere agent..." the Chameleon spoke through the rainwater running in their mouth. A pinkish red glow ran through their body, the near-transparent flames shining most intensely around their hands.

The Chameleon struck the tendril with their fingers. It split in five parts, allowing Chameleon to escape before reforming again. The ninja used the opportunity to throw down the smoke bomb, then ran towards the alley they originally entered the backyard through.

"Not this time!" in a flash, Spider-Woman appeared in front of them, cutting off their escape. "There is nowhere on Earth you can run!"

Swift like the wind, she lunged with her fist forward. It just barely missed the Chameleon's side, almost striking them faster than they could wrap her arm around theirs. Next, Chameleon launched a finger strike to Gwen's neck. The costume around it swirled, coming off layer by layer, but reforming just in time for Chameleon's second strike, getting their hand stuck in itself.

"Even still?" the Chameleon couldn't hide the shock in their voice. "Even with the blessing..."

Spider-Woman used her free arm to deliver a blow to the Chameleon's side. They fell on their knees, moaning in pain.

"Even if you kill me..." they tried to speak. "She shall just replace me. Once an avatar is found, they can never escape our grasp!"

Gwen knocked them down to the pavement with a right hook, enough force to gather a spray of water around them both. She gazed at the shapeshifter coldly, drops of rain dancing in her vision.

"Such unrivaled might... such peerless power..." the Chameleon coughed, trying to crawl away from her. "If only you had sought order..."

Silently, Spider-Woman walked over to them, ready to pummel them down further with a fist. Then, as if utterly uninjured, the Chameleon sprung up, striking her stomach with their fingers. They followed with their other arm, striking as fast as they could, but still Spider-Woman caught it by the wrist.

"This is how it's done," Spider-Woman punched the Chameleon's stomach. They knelt forward, coughing and retching in agony. She let them fall to the concrete, scaring off the spiders gathering on it, stomping on its back for good measure. The red flames around the ninja faded.

"How does it feel?" she asked. "To be preyed upon, like helpless livestock. It's a new feeling for you, isn't it, assassin?"

"Like I said..." the Chameleon coughed. "We are countless, and we are everlasting. We have found what we sought... now it is only a matter of time..."

"If you want me to kill you quickly, as opposed to slowly... you better speak clearly."

"You, the one who personifies chaos... you will never understand..."

"I said..." she stomped on them again. "Speak clearly."

"Each of us is born with a different fate... some of us inherit a certain spark, a predisposition..." despite the coughing, a tone of pride characterized the ninja's speech. "They are the avatars... of the Beast. We seek each and every one of them, to ignite their destiny."

"For what purpose?"

"I have said enough," Chameleon smiled. "Kill me now and be done with it, if you think this gives you power."

"So be it, then," Spider-Woman's voice gained a slight hollow echo. "Once you're dead, your boss shall be next. Then every single accomplice of hers. One. By. One."

"Even Harry Osborn?"

Gwen froze in place.

"Harry?" she said. "What does Harry have to do with..."

"He's your friend, isn't he?" Chameleon grinned. "Would you kill him too?"

"He is nothing like you!" a tendril launched itself at Chameleon, wrapping itself around their mouth and nose. They tried to cough, but could not.

"Die!" she shouted. "Just die!"

The Chameleon pulled their head back and scratched their throat, trying to gasp for air with a completely closed mouth. Quiet, thin gasps could be heard briefly, before the ninja's eyes closed.

What am I doing...

Stop.

Stop!


By the time the ninja awoke, they found themselves alone and webbed to a street light, with a note. A brown Mercedes parked itself next to the street light, followed by two trenchcoated guards exiting the car.

"Webs... you think Spider-Woman did this?" one picked up the note, it said 'The real murderer, courtesy of your friendly neighborhood Spider-Woman.'

"The real murderer of whom?" the other said. "Reckon this thing iced Stromm?"

"I assure you..." the Chameleon intervened. "I am not, how you say, a 'thing'. And I bear no involvement in whatever it is you are accusing me of."

"So you're just an ordinary ninja smurf," a trenchcoated man said. "Let's take this to the Don. He'll sort it out."

Chameleon held their breath as the men tried to untie them from the street light. Neither one stopped to consider why before a small orange grenade rolled their way. By the time they saw the purple gas spreading from it, they had already inhaled enough of it to drop down, screaming through swollen mouths.

"I'm burning!" one shouted. "Please, someone! I'm burning! Help me!"

"Oh God, the maggots... everywhere..." the other screamed. "Get them off! Get them off!"

When the purple gas dissolved, the ninja noticed a dark green Lamborghini Veneno parked behind the trenchcoated men's car.

"For a moment, I feared you were dead, Chameleon," Emilia Osborn walked over to the traffic light, wearing a thin black respirator, one of which she put on Chameleon. "Replacing you would be far too bothersome."

"You were not lying when you said the gas was potent..." the ninja said. "Are they supposed to be shouting like that?"

"No, they're not supposed to be conscious at all," Emilia responded. "This is underdosed."

"Underdosed?" the Chameleon put emphasis on the 'under' part. "You truly are terrifying, boss."

"We cannot let any doctors see you, so your healing shall be handled in the Osborn Manor," Emilia slowly cut down the webs with a bat-like blade, to let the ninja land gently on the ground.

"I could use some healing indeed... ow..." the Chameleon fell on their knees. "I do not appear... to be in any walking condition... argh..."

"I have noticed that," Emilia wrapped their arm around her shoulder, helping them get into the car.

"Project Venom... it is doing something to her," Chameleon said. "The impurities are cleansing, and the genetic inhibitors appear to have all but eroded. She is... far too strong..."

"I am aware of that as well... it seems I have been mistaken," Emilia sighed. "However, none of it matters. In the next few days, we shall have everything we ever wanted."

"Who shall be the test subject?" the Chameleon had taken the passenger seat.

"Let me worry about that," Emilia sat on the driver seat. "We have long days of work ahead."

The car took off, leaving the men in seizures.


Spider-Woman crawled along a wall, shivering from anything but the cold. Flashes of memory were catching up with her. Of the fight in Oscorp Tower, of the fight in Daily Bugle, and of the battle with Chameleon as well.

What is happening to me... I keep dozing off, and when I wake up, I'm about to... about to murder someone...

This costume, it's Oscorp's doing... I have to find out what it is!

Above her, lightning flashed to reveal a pair of burning white eyes, proclaiming a wordless doom from its twisted maw of darkening clouds.

Before... before it's too late...

The End.