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.

Liz and Gwen were eating at a cafe when a magic portal opened. Wong walked out as he spoke to the ladies, "There's not much time to explain. A battle of great value to the world is happening. Peter has been brought back and the Avengers need your help."

The pair ladies began to get up as Wong used his magic to give Liz her Firestorm uniform. Gwen clapped her hands as her appearance began to change. She now wore a white costume with cyan soles on her black leggings. The upper torso was garbed in white fabric that included a hood. At the inner biceps of the costume were patches of magenta with cyan web designs. The inner hood was sporting the same pattern. The mask under the white hood was white as well. With the seems surrounding the white eye lenses also having the same pattern.

The Watcher observed as the three went into the magic portal.

Uatu: With the absence of Spider-man. Gwen felt it was her duty to carry on his legacy for the past five years. She designed a costume and became known as the Ghost Spider. Using the technology of her Spiderbots allowed her to phase through walls and have attacks fly right through her at will. The strategy of appearing as the ghost of the Spider worked in reducing criminal activity. Setting fear in the bones of almost all criminals.

Now, with the Snap being reversed by Bruce Banner. The course of history will also change. Saving the lives of multiple people throughout the universe.

Spider-man stopped hugging Ironman trying to hold back his tears. The pair saw Firestar and Ghost Spider walk out of one of the many magic portals.

Ghost Spider had her mask retract as she greet Peter with a smile. Ironman patted the kid on the shoulder, "Go, say hi before the big fight."

Spider-man webbed over as he hugged the pair. Peter spoke to Gwen, "Love the new outfit."

He kissed Liz on the cheek after kissing Gwen's cheek, "Sorry that I've left you both these last five years."

Liz let out a series of inhales and exhales, "Now's not the time to be making me cry Peter."

Spider-man masked up as he turned around, "Right."

One of Gwen's Spiderbots appeared and attached itself to Peter's bicep before blending in holographically. Ghost Spider masked up as she said to him, "Not leaving your side again."

Captain America lifted Mjölnir into the air before aiming it at the assembled Black Order, "Avengers! Assemble."

The Army of Heroes and Heroines leapt into battle. Spider-man and Ghost Spider fought back to back, taking out the enemy as best the could. Firestar flew above them supporting the two loves of her life, dive-bombing beams of microwaves at the enemy infantry.

The Watcher observed the battle as Peter got ahold of the Infinity Gauntlet. The Watcher saw Thanos stab Ironman in the chest, watching the anger boil through Spider-man. The Watcher observed Peter about to put on the gauntlet when Ghost Spider touched his shoulder.

Uatu: Knowing that she was an A.I would prevent any real damage to her. Gwen offered to use the Infinity Stones herself. Thus, changing the course of history.

Thanos looked to Ghost Spider, "What are you doing, child? Just give me the stones, for I am inevitable."

Gwen used her Spiderbots to project a gauntlet onto her left hand as the stones were transferred to it via nanotech. She looked at the mad Titan as she said to him, "No, Justice is Inevitable."

Peter saw Gwen snap her fingers. The Spiderbots exploded from the Infinity Stones output. Peter saw Gwen vanish before his eyes. Tears rolled down his cheeks as he cried in heart ache.

As the Black Order all began to fade away. Gwen's voice spoke to him through his suit, "Way to be over dramatic Peter. I'm still here."

Peter said with joy and realization, "Gwen! You're alive!"

Gwen masked up Peter and appeared in his HUD, "Of course. Now, hurry up. We can still save Mr. Stark."

Spider-man himself over to Ironman and Rescue. Spider-man said to Rescue, "I think I can help."

Spider-man asked Gwen, "Alright, what do I do?"

Gwen instructed as he put the nanotech gauntlet on Ironman's chest, "I've reconfigured the nanotech to replace the Arc Reactor."

Tony opened his eyes as he inhaled once his new Arc Reactor was installed, "Pepper? Kid?"

Gwen said with a smile as all three heroes hugged, "Welcome, back Mr. Stark."

The Watcher smiled as he floated away from the universe.

Uatu: And so, with the simple change of a name. The A.I known as Gwen changed the course of history. Preserving, one of the Earth's mightiest Heroes from making the Ultimate sacrifice.