Disclaimer: I do not own Marvel Comics or Disney. The creative works of Spider-man and What If? belong to Marvel and Disney. i do not make any money from the following fanfiction.

The Watcher saw Peter drill in the final screw to his new project.

Uatu: With the culmination of Peter Parker's Genius and Gwen's access to vast amounts of information, came the birth of a brand machine and technology. Tony Stark applauded Peter's work with his usual distant attitude, wishing deep down to be a father figure to the boy. Yet, not feeling comfortable with the aspiring hero. The technology made from the combined efforts resulted in Gwen being able to touch for the first time.

Liz smiled as she and Gwen high fived, "Awesome job guys."

Gwen pulled in her fists to her chest, "Amazing, I-I-I felt that."

Tony nodded as he gave a clap, "That's right. With your idea on how to implement a 3-D nervous system to the hologram. And Peter's solution to the hard light theory, you're essentially the first photonic life form. Gotta hand it to you kid. Impressive smarts on making a solution to a dozen year problem in the span of half a year."

Peter scratched the back of his head modest, "It was nothing, really."

Liz pointed to the white and black spider robots, "Shouldn't we add some more color to them? The Spiderbots look a little plain."

Gwen readily agreed, "Some Magenta and Cyan would be my preferences."

The robots began to have small lights on them emit a combination of said colors before vibrating a steady rhythm. Waves formed over the bodies of the Spiderbots, coloring the neck pink and soles cyan. With cyan web design displaying over the white body.

Peter grinned as he spoke aloud, "Now, with the 8 Spiderbots. You should be able to go anywhere in the city."

The Watcher looked out of the window of Peter's apartment. He saw in the distance a man spying on them. He went across the city to look at the raven haired man. The man had blue eyes full of jealousy and hate.

Uatu: The creator of Tony Stark's Binarily Augmented Retro-Framing technology, is this jealous man. With his technology's name shortened to B.A.R.F by Tony Stark, Quienton Beck became furious that his life's work was regulated to a dark hole. What was once a dream for a revolutionary technology with unknown potential became a nightmare of ridicule for the bright mind. Laid off from his job, Quientin watched from the shadows of obscurity at the growing business that locked away his life's work.

Now, his work was being enhanced by a youth. Dangerous emotions of jealous pulsed through the man. As his rage brought his blood to a boil and sharpened his mind into a knife. All he could think about was using his newly sharpened weapon to stab the youth and former employer.

Quinten pulled down his electronic binoculars that had zoomed from 2 dozen kilometers from the Parker's apartment. He growled in anger, "New technology my arse. It's nothing, but a falsification of solid light manipulation. A cheap imitation."

The Watcher looked elsewhere in time of this universe. Gazing at the first outing of Peter and his friends.

Uatu: After a few days, Peter's life would drastically change. One that would threaten to burn away something that he loved. His relationship with Liz would be in jeopardy due to the exposure of her uniquely evolved DNA. What Humanity doesn't understand, is that DNA continuously evolves. Trying to better succeed at producing a characteristic that would make the next generation. This characteristic being a Mutation.

Aunt May waved to Peter, Gwen and Liz as she dropped them off at a dance club. Peter walked with Liz holding her hand as Gwen hugged his other arm's bicep.

Peter asked Liz and Gwen, "So, how exactly is this relationship going to work? I know I'm dating both of you. But, the public hasn't met Gwen yet."

The music was really hopping as the three sat down. Liz answered him with a kiss to his lips, "Stop worrying about the little things, Peter. And focus on showing us a good time."

Gwen took Peter by the chin after and kissed him next, "Yeah, ease up on the paranoia loverboy. Relax and enjoy that we're here together."

Liz felt a hot sensation as the metal jewelry she wore began to get hotter and hotter. Liz looked at her wrist in shock drawing Peter's eyes to it, "Peter, what on Earth is happening?!"

Gwen watched as her friend burst into flame. Microwaves radiated from her, the crowd of people began to panic.

Peter asked Gwen, "Can you shut off the cell reception? I don't want to cops to shoot an innocent teen."

Liz panicked unleashing more microwaves seeing all her metal sparking and melting, "PETER! I'M SCARED!"

Gwen sent out a signal to the Avengers and blocked the cell reception. Gwen walked up as she kept the cloaked Spiderbots away from Liz, "Liz, darling try to remain calm. Okay? We're going to solve this."

The Watcher observed the scene before him as he saw the events after this day. Liz would be dressed in a yellow and red SHIELD uniform. Flying through the sky as a Heroine.

Uatu: With the emergence of her Mutant powers. Liz Allan-Toomes became the world's first known Mutant. A secret group would have approached her the next if it were not for Vision arriving moments afyer Gwen alerted the Avengers. While, she was not the first Mutant in history. She was the first one to have her emergence captured on video. Soon, social media website became a firestorm of conspiracy theories and hate posts based in fear. The bravery of Agent Elena "Yo-Yo" Rodriguez, Liz became confident enough with her powers to become a field agent.

One that would witness a year later her boyfriend go into space.

The Watcher looked at Liz and Gwen sitting on a couch as they watched a video of the Alien attack on Earth. Liz was being hugged by Gwen as they watched Spider-man board the space ship leaving the Earth's atmosphere.

Liz asked Gwen terrified, "Is he going to be okay?"

Gwen replied to her, "My program is still with him. Even, though I've lost reception. He should have my base program latest saved update. I'm sure I'll be protecting him."

The Watcher watched as the girl's comforted eachother.

Uatu: Unfortunately, the pair would not see their love. For with the snap of his fingers. The Mad Titan, Thanos would rid the universe of Peter Parker along with half of life across the universe.