First of all, sorry for the delays. I'm currently preparing for work and my anxiety is acting up again for God knows what reason. Hopefully it'll pass, but until then updating will be a bit harder. Wish me luck.

Anyway, I've received reviews from people who were apparently worried that I'd turn this fic into a Miles/Gwen romance based on my previous AN. I do want to clarify that by 'ideas' I meant ways for Gwen and Peter to develop, not so much me making this fic swerve into Miles and Gwen. I'm just saying it's helpful, especially since the Gwen I wrote here has more in common with her movie version - she's experienced, knows the ins and outs of heroics and is simultaneously friendly and cold due to her experiences.

That is of course assuming I don't go for a Peter/MJ pairing, but the chances of that are less likely given the votes.

Side Note - Check out the fanfic 'Real Folk Blues'. It's a really nice work and it deals with Spider-Man Noir and Peni Parker :D


A week passed. Gwen wanted to say that things worked out for the best and they managed to find a way to get Peter back home, but the truth wasn't as convenient. Apart from a second snacking attempt by the Inheritors, which they'd all mutually agreed to never talk about again, things passed pretty normally for the most part. More speculation on the new Spider-Man from curious fans, more talks with her dad and more villains that 'just so happened' to be doing their crimes whenever one or both of them was around. Same old same old.

That was until she got a group message on her watch. 'We've topped up on active members and place is looking spick-and-span', it said. Probably from UK; sounded pretty British to her, at least. It was nothing more than a status update and it had nothing to do with their problems, but of course Betty just had to be there when she got it. After that it was days of non-stop pleading from her about wanting to see the Spider-Lair, and at some point Peter got in on it because he'd gotten stir crazy.

Two of them begging her non-stop? Of course she'd cave eventually. She dared Mayday to say she'd do otherwise.

"Alright, everyone ready?" Gwen looked back at the assembled group. She and Peter had put on their costumes while the rest of the band - including MJ and Glory, who'd roped themselves in - were in their everyday wear. A part of her worried about bringing them along, though that was a weird thought. They were going to a base full of Spider-People; she couldn't think of a safer place.

"Yeppers." Betty grinned.

"Sure thing, Gwencent." Mary Jane gave her a thumbs up.

"Let's just go before Betty explodes," Glory said.

Peter just nodded without a word. Taking a deep breath, Gwen input the coordinates and portal immediately sprung up, covering half the room. Mary Jane and Glory's eyes widened like saucers while Betty bounded on her heels and somehow grinned even more, "Ooh, awesome!" The brunette practically skipped the portal and tapped it with her right hand, "Huh...doesn't feel like anything."

"It's a door, Betts. It's supposed to feel like anything." She almost went through first before another idea popped in her head. Could she get away with it twice? "You first, Pete."

"Uh...sure."

He gave her an unreadable look (masks tended to do that) and stepped through with Gwen following right after. As soon as they were on the other side she stepped close and pressed a finger on his lips through the mask. He stiffened up like a cat that got its tail pulled, "Shh, play along." She grinned and looked back to the portal, "It's all clear, guys! Now get your butts over here and- Oh, oh my god! What is that thing?! Aghhhhh!"

The eyes on Peter's mask widened and he quickly followed through, "Gwen, don't let it grab you! Don't let it- ahhhhh!" Huh...she'd give it a 7 out of 10. Guy was kinda dramatic.

She was about to pop her head through and tell them she was just kidding before Murderface flew through the portal and attached itself to her head. Gwen screamed, more in shock than pain, and stumbled back, cursing her lazy as all hell spider-sense. Just barely she managed to looked through Murderface and caught all three of her bandmates charing through a portal with MJ actually brandishing her guitar like Red Sonja with her sword.

An awkward silence settled over the group when the threesome realized that Peter and Gwen were not, in fact, being eaten by some kind of Lovecraftian monster. Gwen pulled Murderface off her head and hissed, "...It was a prank, guys." She let the glaring fat fall on his legs and wiped off the fur from her mask, "Did you guys just- MJ, did you seriously run in here planning to play whack-a-spider with your guitar?"

"You two were the ones who started screaming about being attacked!" Glory hissed.

"Yeah, and I didn't think Betty would toss Murderface at me! Speaking of, did you seriously toss Murderface through the portal?!" She knew it was Betty. Neither Glory or MJ would be crazy enough to do that.

"We all agreed that if an inter-dimensional monster attacked he'd be the first line of defense," Betty said shamelessly. She knelt down and draped the grumpy cat over her head again, "And hey, it worked. If you were Cthulhu tentacle thing we totally would've kicked your ass."

"Sure you would..." She rolled her eyes.

"We probably shouldn't have done that," Peter said, like the goodie two shoes he was, "Sorry about that."

"No harm no foul, Tiger." MJ sighed and finally lowered the guitar.

"Done messing around?"

Gwen screamed again and turned to the source of the voice, fists raised, while the rest did the same. Noir stood close by without a single fuck given, arms crossed and disapproval oozing even through his mask.

"Fuck- Noir! Jeez, you nearly gave me a heart attack!" Gwen lowered her hands and let out a few more panicked breaths before continuing, "How long were you just standing there?"

"Long enough," he said, unhelpful as always. She had no idea how Mayday dealt with it all the time, "What the hell are you doing here and with...guests?" He looked past her and Peter to the other three. Glory narrowed her eyes and stepped back while Glory gave him an open expression of wonder. MJ just looked curious.

"Got a message from Billy. Thought it'd be nice to check in." She shrugged. Sure as hell sounded better than 'Betty and Peter dragged me into it, "It's not against the rules, is it?"

"You'd have to ask the chief for that. Speaking of, I gotta go see him," He looked past her again and sighed, "Make sure your friend don't break anything."

He stepped past them without another word and turned the corner out of sight. MJ was the first to speak, "Uh...who the heck was that?"

"Spider-Man from Earth-90214 - we just call him Noir. He's Peter Parker under the mask." So were 90% of the other male Spiders. Even some of the female ones, now that she thought about it.

"That was Peter Parker? Yeesh, you weren't lying about how weird alternate dimensions are," MJ said.

"You should see Spider-Betty...actually, better if you don't." She shook her head and led them to the main chamber, pointedly ignoring Betty's far too curious looks. She really didn't want to talk about fashion disaster corset Spider-Woman. She could only hope that Mayday didn't have a meltdown when she saw them. It wasn't hard to see that the younger Spider had more than a little personal investment in Peter Parker not going insane.

Gwen got it, but even days later she couldn't help feeling doubtful about the 'white lie'. She couldn't deny that a part of her was hoping that Mayday had already changed her mind or that she herself would have the guts to fess up to the fib.

The first thing she noticed when they got there was just how crowded the place. Usually she caught maybe half a dozen Spiders milling about with Karn up top, and that was on a good day. Now most of the chamber was filled with pockets of Spider-Men, Spider-Women, Spider-Animals and- was that a Spider-Buggie? Gwen gaped and looked again to find that, yes, there definitely was a Spider-Buggie talking to a Spider-Chimp and a Spider-Hippie.

"Woah..." Betty said with awe behind them.

"Yeah, woah..." Glory tightened her hold on her backpack. Gwen had no idea what was inside, "Can't believe the big guy was worried about us touching stuff with everyone here."

The three of them wandered off, Gwen too distracted to stop them. She did another quick scan of the area and blinked at someone else that caught her eye. A Spider-Gwen- er, another Spider-Gwen. She was young, maybe 15 or or 16 if she had to guess, and she wasn't wearing a mask. A few freckles dotted her cheeks and the right side of her hair was shaved, exposing the darker roots underneath.

Sitting next to her was another Miles. Not the Miles she knew; this one looked young too, probably barely into his teens with bushier hair and a costume that looked like he'd sprayed paint on it. Before she could stop herself she started walking towards them, Peter following behind her quietly. The two noticed their approach and stopped their conversation, the other Gwen looking up at her with a raised brow.

"...Hi," Gwen said after thirty seconds of silence.

"Hi...?" She sounded different from her. She should've known that - Noir and Peter didn't sound alike, after all - but seeing it on herself(?) was odd. Gwen idly took note of more differences like the small gap in the younger her's teeth or the ballet slippers in the place of the usual chucks. Was she a dancer? Her dad tried to get her into it a few years ago, thought it'd curb her hotheaded streak. Clearly it didn't work.

"Uh..." Miles(?) said, looking between the two of them.

"Yeah, what he said," Peter said.

"Ah...sorry, it's just..." Gwen took a deep breath, "I'm just...not used to seeing other Spider-Women. I mean, I am, but they're usually not-"

"Gwen Stacy?" The younger Stacy smirked lazily at Gwen's odd, "Yeah, I get that. I'm pretty new to this whole thing myself and my first run wasn't exactly a walk in the park, 'specially since I had to babysit this dork." She gestured to Miles. There was obvious affection in it.

"Hey, I took of myself!"

"Sure, I mean, after you bounced off a taxi cab."

"You saw that?!"

The two continued their previous conversation. Gwen was suddenly reminded of her own brief team-up with Miles. They'd kissed at the end of it, full of adrenaline and fresh with the knowledge that in at least one future they'd helped established a utopia and even got two kids out of the deal. Looking back on it now it was such a silly thing to think about it. In a lot of worlds she ended up marrying Peter Parker after dating in college, and she didn't think about that too much.

Before she knew it Peter had already joined the two in conversation, "So, you guys were dragged through a dimensional collider and were...what, glitching out?"

"More or less," Other Gwen said, "We also kinda time traveled a bit. Don't ask, cause I dunno how that stuff works. I'm still trying to get used to the whole 'multiverse travel's like taking the bus' thing you guys got going here."

"Still, why the glitching? I mean I've been tr- uh, been staying at Gwen's place for a while now and I haven't had any seizures."

"Uh, I think you're gonna wanna ask Peni about that. She knows the science stuff better than all of us." Other Miles gestured to the other side of the chamber to one of the other pairs Gwen had seen. The first was a little girl who looked maybe 9 or 10 wearing a school uniform. There was something...off about her, but Gwen couldn't place it. Something in her eyes or the way she talked, maybe.

Her companion was equally weird. A giant of a man wearing a billowing trenchcoat. The fact that there was no wind to blow said trenchcoat paled in comparison to the fact that the guy was black and white. Literally, she couldn't see an ounce of color on him.

"Sure, could you introduce me?" Peter asked Miles eagerly.

"No prob." Miles grinned back and went with Peter to the odd duo, leaving the two Gwens alone.

Silence settled over the two again. Gwen sat down and crossed one leg over the other, thinking about what to say. What was appropriate to ask? She wasn't stupid - 9 in 10 of Spiders lost someone and it was the reason they put on the masks. She'd seen Peters who lost Uncle Bens, Aunt Mays, Mary Janes and, yeah, even Gwen Stacys. Was it too much to hope that there was a version of her out there that didn't go through all that?

"Penny for your thoughts?" Other Gwen asked.

"Uh, well..." Gwen took a deep breath and blurted out the first thing that came to mind, "Nice hair?"

Other Gwen blinked and rubbed the shaved side of her head, "Seriously? That's what you wanna say?"

"Well it was either that or talk about your shoes." She gestured to the ballet flats.

"So we either talk about my hair or my shoes...you're not very good at this, are you?"

Gwen found herself laughing at the blunt question, "Guess not." She laughed again, feeling a little bit of the tension leave, "I'm sorry, it's just...I know I should be used to it, but seeing myself is just so odd. Whenever you see alternate Spiders it's always someone else, you know? You never think it's you or-or another version of you. It's always another..."

"Peter Parker."

The heaviness in the younger girls' voice made Gwen's heart sink, "Yeah...Peter." She took off her mask to breath easier. Even now she had episodes of depression. Cap said it was normal, especially after everything she'd been through, but it didn't stop it from sucking, "I'm gonna take a guess that it didn't end well for you either?"

"Not really." Other Gwen pursed her lips.

"Mine was my best friend." Gwen said. The other girl didn't respond, "...Sorry, I made this weird-"

"No, don't be. It's actually nice to talk about it. Can't do it with everyone else cause, you know, most of them are Peters. Can't talk to Miles about it either; he has his own stuff to deal with." Other Gwen sighed and rubbed her forehead, "He was my best friend too. He was older than me close on 15 years, but still. A lot of people thought it was odd, a guy pushing thirty being friends with a teenager. He always joked that he was the Doc Brown and I was Marty McFly." Her smile was equal parts fond and hurting.

"Mine was the same age. Knew him since I was ten and we were inseparable ever since." She clenched her hands, "He...turned into the Lizard. He was bullied and he was angry and..." And he wanted to be special, "I didn't realize it was him before it was too late."

"Mine...turned too." Other Gwen coughed, obviously uncomfortable, "He and Dr. Connors were working on a formula to give people their limbs back but then their boss at Oscorp decided he wanted to test it on people. Dr. Connors wanted to be the one to do it, but Peter convinced him he was the better choice because...I dunno. Maybe cause he was younger or something. It didn't realize either."

Gwend didn't say anything. She wanted to comfort the other girl, tell her that at least he died doing something selfless, but she knew that it wouldn't help. Not when she held his dying body in her arms.

"I didn't do friends for a while. Didn't want to be distracted, but truth was I was just scared. Miles and the others...they really helped me out." She smiled fondly at Miles. He and Peter were talking animatedly with Peni and the trenchcoat guy she was sure was another Noir, "Guessing it's the same with you and the other Spidey that came with?"

"Huh?" Gwen blinked, "Ah...no, I mean, we're friends, but. Well, it's kind of a long story. Long story short something majorly bad happened in his dimension and now he's stuck in mine, at least till we can fix it."

"Guessing that's why he was interested about the glitching," Other Gwen said. Her eyes narrowed and she crossed her arms, "Something's up with you two, isn't there?"

"Wh-What do you mean?"

"I dunno, just a hunch." Other Gwen shrugged, expression passive. Something told her the younger girl was used to keeping a poker face, "The way you're looking at him...something's got you worried. Wanna talk about it? I mean, who better than yourself, right?"

"Ugh, I've heard that joke way too many times." Gwen rolled her eyes and straightened her posture. Still, she definitely had a point, "You've had to lie before, I'm guessing." Every Spider lied. To their friends, their families, to the world. Gwen didn't lie so much nowadays with her face plastered on billboards and people calling her Spider-Gwen. Some days she couldn't tell if that was a good or bad thing.

"Comes with secret identity and people not knowing you were there when your best friend died," Other Gwen replied coolly, "Why? What's the fib?"

"Ah...shit, this is hard." Gwen clicked her tongue, "You know what they say about ignorance being bliss-"

"Gonna stop you right there. If your dad's anything like mine then he likes pulling the philosophy out first and you picked it up." Gwen winced. She wasn't wrong, "Just tell me, alright? I'm not gonna judge you."

"Okay, so if something bad happened to the people you care about you'd wanna know, right?"

"What kind of bad are- no, you know what, dumb question cause same answer either way: I'd wanna know." Gwen didn't say anything. She couldn't disagree, "If someone's gonna punch me in the face I'd rather see it coming. If I didn't I'd be trying to find a way to turn off my spider-sense."

"Sometimes mine doesn't warn me. Don't know why, just doesn't," Gwen mumbled.

Other Gwen blinked, "And that's normal?"

"Yep. Can't even tell you how many times I've been hit or had a grenade blow up at my feet." Thankfully she could take some hits. Octavia even theorized that her weaker spider-sense might've been compensation for being more durable than the average Spider-Person, "And yeah, you got a point. Every time I didn't get a warning I'd always end up getting pissed off."

"So it's not fair that you're doing it to Spidey," Other Gwen said. No judgement, just stating a fact.

"Yeah..." Gwen took a breath and clenched her hands, "It's just...it's hard, you know? I mean when my dad found out about who I was, I thought I'd get a heart attack." Though maybe that had more to do with the fact that he had a gun to her face, "I spent the next couple of days thinking about how he'd react. The whole Inheritor BS actually felt like a good distraction."

"I haven't told my dad, but...I'm planning to," Other Gwen said, "Like I said, I can't judge you. I dunno what you're hiding from him, but whatever it is I wouldn't sit on it too long. The guy clearly trusts you, you don't want to lose that."

"No, I don't." Gwen nodded and smiled slightly, "Thanks. It's...nice to talk to..."

"You?" The younger girl gave her an open mouthed smile, "Yeah, you too. I mean, you're not the first Spider-Gwen I've ran into, but hey."

"There are others?" Gwen blinked, "Was one of them married with two adorable 12 year olds?"

"Uh...no, don't think. One of em had longer hair with pink tips." Other Gwen tugged at her hair quickly, "Another one was really into science and apparently didn't wear a mask; dunno what that was about. There's another one here with some kind blob thing on her- she's over there."

The younger Spider gestured to another corner of the chamber. Gwen followed her hand and found another Spider-Gwen, closer in age to herself, with what looked like a jet black baby snake jutting out of her shoulder. She was wearing a Venom suit, she realized quickly. A different kind of Venom, but she'd seen enough of them around to know one when she saw it. Judging by the way it bobbed its head she'd guess it could talk, or at least pretend to.

She was tempted to go over there before she caught the person she was talking to. She couldn't see his face from underneath the jacket or the mask, but she definitely saw the gun he was holding. Guns plural, actually. She almost missed the ones on his thigh holsters. The other Spider-Gwen seemed to have no issue with the guns said Spider was holding or the fact that he was still masked.

Yeah...she'd stay far away from that. Noir was bad enough on his own.

"Well, thanks." She smiled at the younger Gwen and made her way to where Peter was. Miles was gone, probably went off to another group, but the dynamic duo were still there. It was only when she got closer that she realized just how tiny that girl was. She looked like she barely came up to Other Noir's waist and she had to stand on a nearby chair to be on closer level to the other two Spiders.

"Hey, Gwen!" Peter grinned and waved for her to come closer. His mask was off, "Lemme introduce you. This is Peni and this is Peter, but apparently everyone calls him Benjamin."

"Helps to keep things organized." Other Noir said. He definitely sounded different from what she expected. Other Gwen sounded different, but she was younger. This one...well, actually she didn't know how old he was considering the mask, "We're all different kinds of Spiders cut from the same weave. Pain, anger, we carry the weight of our guilt with us every day."

"Um...what?" Gwen asked blankly.

"You know it too. Your costume's bright, but the darkness that we all live with can't be hidden forever," he continued, still as dramatic.

"Again, what?" Gwen looked at him with an unreadable expression. Was this really supposed to be another Noir? "...I'm gonna regret asking, but...where's that wind coming from?"

Peter cringed, "Gwen, don't-"

"Wherever I go the wind follow...and the wind? It smells like rain."

...What. The. Fuck.

"Are you serious?" Gwen barely kept herself from falling into a laughing fit.

"Serious as corruption is endemic, Spider-Woman." He crossed his arms when she actually did laugh at that, "You think it's funny, don't you?" We don't all got fancy dimensions with rock and roll. Some of us end up on the ground, mud on our face and feeling like a disgrace-

"Kicking your can all over the place?" she asked sarcastically. All three of them gave her blank looks, "Uh...sorry, it's a song lyric I remember."

"Ain't no song I ever heard before..." Other Noir muttered.

"Sorry about that. Gwen and her oldie songs are just too much for us younger folks." One thing she noticed after he'd gotten used to being away from home - Peter had a tongue on him.

"Hey, watch it, young man! I co-own the roof where you're staying!" Gwen threatened playfully.

"Sorry, sorry!" Peter grinned and held up both hands in mock surrender.

Other Noir scoffed, "I don't see the joke in the tragic endings all us Spiders will-"

Peni slapped the big guy's arm, "Don't mind him! He's kinda overdramatic!" The girl's voice was high. Young. Gwen was more than a little disturbed at how someone so young was hanging around here, "So you're another dimension's Spider-Woman, huh? It's nice to meet you!"

"Uh, likewise." The younger girl shook her hand enthusiastically, mouth open in an infectious grin, "So...uh, where's your costume? I mean, the uniform's not exactly...you know."

"Oh, my mech's back home. He took some damage from our last adventure and I'm fixing him up." Mech? Wait, Peni- oh! She was an alternate version of...Gwen shook her head. This one looked way different from the one she knew, "I came here to help Octavia and Pavitr tweak their watches to work better. With any luck we'll be able to do more than just send messages and SOS."

"Still can't believe you're from the year 3145," Peter said, a little jealous, "The tech you guys have must be insane!"

"You're pretty lucky too! I mean, you already have an on-suit AI! It took us till 2569 to rediscover AI ever since the machines rose up."

"Excuse me, the machines what now?" Gwen asked worriedly.

"Oh, don't worry! I'm sure your dimension will be fine! And if not then...well, you'll probably be gone by the time the uprising happens." Was she the only one creeped out that the girl was still smiling? "Anyway, me and 99 were talking about his dimension?"

"I'm sorry, 99?" Gwen asked.

"He's from Earth-19999, so 99. I'll think up a better nickname later," Peni said, "Anyway, we were actually talking about the glitching. See, dimensional glitching happens when you go to a dimension and it realizes you don't belong there. So it's like you're a virus and the dimension's white blood cells try to get rid of you. Takes a few days for the effects to kick in, but it happens eventually."

"So what about it?"

"According to Peni's research the person who goes through glitching isn't considered part of the universe," Peter said. Gwen just looked at him blankly, "Don't you get it? The reason I can't go back is because 'Peter Parker' got dusted by that big Thanos guy. But, what if I wasn't 'Peter Parker'? If I was a glitch then I could go in there and check up on how things are going. I'll have a few days, at least."

"Huh...maybe-"

"I don't think that's a good idea," Mayday's voice suddenly cut in. All four of them turned to look at the new arrival and Gwen cringed at the all too forced smile the teenager sported, "The reason you guys got pulled through was because of an imperfect portal. We don't even know what effects that has, so maybe hold off on trying to make an entire plan of doing something deliberately bad?"

"But-"

"We'll get you home as soon as we can, okay?" Mayday said, cutting Peter. Gwen clenched both hands tightly. It wasn't a lie, but it wasn't the whole truth either, "Just be patient, please? You're the first Spider that's dealing with this kind of thing. Well, second, but the other one didn't turn to dust when he got back home."

"I..." Peter bit his lower lip and looked away, "I get it-"

"Mayday, can I talk to you for a sec?" Gwen didn't give the other Spider a chance to answer before she grabbed her shoulder and walked her a far enough distance that they wouldn't be overhead.

Mayday shook off her hand and glared at her, "What are you doing here? I thought-"

"I didn't come here for that, but...maybe I should've." Gwen crossed her arms, "Look, Mayday, I get why you're doing this, but don't you think he deserves to know the truth?"

"It'll just hurt him."

"And being clueless is better?" Mayday didn't reply, "I know how much it hurts to know something and not being able to do anything. I went to prison for a year, for god's sake. Do you know how frustrating it was knowing that it was because people were scared of me and I couldn't do anything about it? That it didn't hurt knowing my dad might never wake up again while I was in there? But looking back on it I'd still have preferred knowing than being lied to."

Mayday's fierce expression melted away and was replaced with a look of utter vulnerability, "I...I know that..." She closed her eyes and covered both with her right palm, "Noir told me the same thing. I know that it's wrong, but...could we really tell him? Tell him that he might've lost all of his friends and family? That his world, his entire universe, is in some kind of death spiral and he can't even help?"

"I'll do it. I'm the one whose been looking out for him, I think it'd be better if he heard it from me." Gwen raised her right hand and awkwardly put it on Mayday's left shoulder, "...Sorry for putting it all on your shoulders. I should've been helping you guys with it."

"It's fine." Mayday let out a shaky breath, "Sorry for putting you on the spot a week ago. I just...I saw how happy he was and I just thought that taking that away from him would've been cruel."

"I get that, but...he's not a kid. He's Spider-Man, and he's just like us. None of us put on the mask because we wanted to pretend nothing was wrong. We did it because we saw the people that needed help and we put our foot down and offered them a hand when no one else could."

"Haha...that's so sappy, Gwen."

The younger Spider suddenly embraced her. Gwen immediately reciprocated the gesture and smiled back at Peter's questioning gaze from across the chamber. Mayday's acceptance had removed most of her doubts.

The hug lasted for a few more seconds before the pair eventually separated. Before either of them could say anything another voice cut in, "Yo, Gwencent!" MJ walked towards them with a grin on her face and Mayday froze. They'd all gotten used to alternate Peters, even some of the daughters he had running around. Alternate MJ's were far rarer.

"Hey, MJ. What's up?" Gwen asked, trying her best to be casual. Mayday was still frozen stiff.

"Nothing much. Betty's with that talking car - I think she's convincing it to come back with us - and Glory's looking over by the history Spiders. Wanted to see what you were up." The redhead's eyes shifted to Mayday, "Who's your friend?"

"Uh...this Mayday." Gwen nudged her forward, "We were just...chatting."

"Huh, well, nice to meet you." MJ smiled and offered the teenager a hand.

The brunette stared at the gesture for a few seconds before another nudge from Gwen made her accept, "Uh, y-yeah, you too!"

...Why was she getting a bad feeling? Shaking her head, she left the two to whatever conversation they planned to have and went back to Peter, "Need to talk to you." He nodded, still mostly looking to MJ and Mayday, and followed Gwen back to the hall. She wanted to be alone for this.

It was only when she was sure that it was just the two of them when she finally spoke, "I...have some news about your home."

To her surprise, his expression was already pretty grim, "I'm guessing that it's not good news?"

"Yeah..."

Gwen told him everything Mayday told her: half of all life gone, heroes scrambling to keep things stable, Aunt May still MIA and possibly part of the unlucky half. He didn't cry or scream or rage at her. He just sat there, listening and giving the occasional nod to show that he was paying attention. With every word that came out her stomach sank more and more, but she continued on. He deserved to know the truth.

"So...we really did lose," he said eventually, voice barely above a whisper.

"...I'm sorry." There was nothing else she could say.

"It's not your fault. I...I'm glad you told me." He took a deep breath and pursed his lips.

"I...I knew about it a week ago, but we couldn't tell you. I couldn't tell you," Gwen said slowly, "I'm sorry I waited so long to say something; that wasn't my place. I get if you were angry at me. I just-"

For the second time that day Gwen was caught in another sudden embrace. Peter's hold was tighter, more desperate, than Mayday's, and she couldn't do much more than slowly reciprocate the gesture. He was crying now. Even if she couldn't feel the tears through the suit the way his shoulders shook and the quick, gasping breaths made it all the more clear.

They just stood there, Peter sobbing while she tried her best to comfort him. She didn't know how much time passed before his breaths eventually calmed and he stepped away, eyes still red and puffy.

"...I'm sorry," she said again.

"Thanks." He nodded and wiped away what little tears stayed, "I...I guess I kinda always knew that bad things would've happened. I mean, when I tried to go back home I nearly died again, so I wasn't exactly expecting things to be good when I got back. It's just..." He shook his head, "Nothing. Finding out it's true, it's bad, yeah, but now at least I'm not questioning it."

"You okay?"

"Yeah. I mean, not really, but...I'm not giving up. Dr. Strange still said it was the only way, so I'm thinking that this isn't the end. He wouldn't have given up the time stone thing if there was no way to fix things. He made that clear." His expression shifted to something more determined, "And I'm still here. There's a reason I didn't die, there has to be. Maybe it's cause I'm supposed to help with whatever they're going to do."

"Well whatever it is you can count on me being there. The rest of us too; every Spider's gotta stick together."

"Haha...thanks, Gwen."

It was only seconds later that Gwen realized just how close they were. Their faces were just inches apart and from here she saw every detail - the scruffy brown hair, the small smile and even the dimple on his chin. He looked so much like the Peter she remembered, but he was different in just as many ways. The way he laughed, the way he joked to try and make everyone else laugh too. Her Peter was always so quiet, so...

Their eyes met for a brief moment and Gwen quickly stepped back with Peter doing the same, "Well...I'm glad you're alright."

"Y-Yeah, I'm alright." He rubbed the back of his head and she tried not to think about the red flush on his cheeks, "We should...probably go back to the others. And we gotta check out the Oscorp thing today, right?"

"You sure you still wanna come with me?"

"Oh yeah, definitely. It'll keep me from moping." They both smiled forcefully at the bad joke, "Seriously, Gwen, I'll be fine. I'm Spider-Man."

"Yeah...and I won't forget it again."


This took me some hours to write and I didn't proofread, so apologies for any lapses in quality. I'll try to do better next time when anxiety isn't kicking me in the rear. Hopefully those meditation tips and chamomile teas help.

Anyway, this chapter was mostly undoing the last chapter's shitty ending. Apologies for anyone that wanted that to be longer or for there to be drama based on the lie, but character-wise I figured this version of Gwen - who'd beaten Murdock, survived prison and had her identity exposed - wouldn't be able to keep up the charade too long, unlike Looking Glass Gwen.

Speaking of, Looking Glass reference at the midpoint :D It felt pretty masturbatory putting that in, but whatever. The original plan was for Two Spiders Gwen to have the conversation with Looking Glass Gwen about lying to their respective Peters. I switched it around so she talked to Spider-Verse Gwen instead and added the plot point of possibly using the glitch effect to bypass the Infinity Stones. We'll see if it works.

Questions:

1. So at this point we're pretty set on the Gwen/Peter pairing. Still, do you guys think the two have good chemistry? A previous reader commented that he found MJ and Peter nice since the former helped cheer him up and dragged him out of his awkwardness during the Dazzler concert whereas Gwen and Peter have an underlying tension with one another.

2. Would you guys want romance-centric chapters? By that I mean chapters where romance is the main point such as a date or a chapter where there's no baddies or plot, just the two trying to deal with their attraction to one another.

Review Answers:

616mcu - You don't think Gwen seeing so many Peters would make it awkward for her to end up with one?

7thManiac - Um...mixing mentor, girlfriend and legal guardian sounds kinda awkward, especially the legal guardian bit. As for papers, it's because they think he's not going to be there for that long, so why bother? The only people who could give him papers is Captain America, and that has strings attached.

Lewis Puller - Hopefully you aren't too tired re-reading :) Also, I'm not really in this for polyamory, sorry.

D00rFr4m3 - Canonically there are no Spider Phoenix hosts, but for the sake of the story I'm pretending there are to explain away some of the utopia worlds.

SoldierOfTheSea - Feed off each other? They literally just argue in this fic, and not even in the fun way.

Ethojames - Couldn't it be argued MJ also cares about Peter? At the very least she was happy when he showed signs of becoming less awkward and shy.

Funvince - Don't worry, no repeating that mess here :)

Lolrus555 - Noir's a grouch; that tends to be the main cause of their annoyance with him. They aren't too spiteful towards him, but his unfriendly demeanor is a major turn off.

MatthewReyez - I like the trailer, there's possibly going to be bonding, and no Noir will never stop being a grouch.

Heero Strife - Next to nothing. The characters in Looking Glass are from a story with darker themes and tones, so things like drinking and casual sex are expepcted. Here Peter comes from the family friendly MCU, so we'll be lucky if we get kissing scenes.

Murkglow - To be fair Gwen has a portal watch too, so it's just a matter of asking Gwen. Kind of a hassle, but definitely not one-sided.

Lordxposeidon69 - What flaws came to mind when reading the story?

KillerQueen312 - I have no plan to write 616 Spiders into any major roles.