Chapter 15: The Ghost-Spider


Ozpin sat at his desk as he looked out the window overlooking Beacon. It was Friday, the last week of the first semester was coming to an end, and soon the Vytal Festival would begin soon.

To say that this was to be an interesting year, would be an understatement. Because this was already an interesting year, a 15 year-old entering two years early, a fiasco up in Atlas over a fusion reactor, metahumans popping up in Vale, one of his students becoming a superhero, and to top it all off: an 18 year-old kid from another universe attending his school.

Ozpin always considered Peter Parker an enigma of sorts, and in a good way. He was without a doubt a prodigy in science and technology, having constructed equipment superior to dust-powered versions, he excelled in classes even if he fell asleep sometimes, wasn't afraid to stand up for his ideas, and most of all, his job as Spider-Man.

The Headmaster then remembered what Peter told him about 'the crisis' that was to come. So far, nothing has been done. But he assumed it had something to do with the metahumans like Molten Man showing up.

Ozpin was pulled from his thoughts when he heard someone exit the elevator to his office.

"Ozpin!" Peter shouted, the tone in his voice suggested that he was not that happy

Glynda, who was with Oz, looked at him curiously, "Peter, what's wrong?"

"What's wrong!? I'll tell you what's wrong!" Peter shouted, "Ozpin here told my secret identity to Ironwood!"

"What!?" Glynda gasped, "Ozpin!"

Ozpin remained calm, "I trust James with my life Peter. Both of you worked together to stop the virus in Atlas."

"That doesn't change the fact that you broke our agreement Ozpin!" Peter retorted, "I had my suspicions before, but this just proves it. Dammit what is gonna take to trust you!?"

Ozpin sighed as he looked down, as Peter shook his head and left.

"Peter." Glynda said to him

"Its alright Glynda, I just need some space. Though I can't guarantee I'll be back." Peter assured her before the doors to the elevator shut.


The streets of Vale were being decorated in time for the Vytal Festival. Red, yellow, and green streamers and balloons are proudly on display, and Team RWBY and Peter were strolling through it all with an awed Weiss in the front. A sign is being put up by the elderly shopkeeper that reads in bright red letters 'WELCOME TO VALE!' for all the foreign newcomers from their respective kingdoms of Remnant.

"Ah, the Vytal Festival." Weiss said in awe as she raised her arms, "Oh this is absolutely wonderful!"

"I don;t think I've ever seen you smile this much Weiss." Ruby muttered, a little freaked out, "It's kinda weirding me out."

"Yeah, same here." Peter added

Weiss looked at them as they continued walking, "How could you not smile? A festival dedicated to the cultures of the world! There will be dances! Parades! A tournament! Oh, the amount of planning and organization that goes into this event is simply breathtaking!"

"You really know how to make a good thing sound boring." Yang quipped

"Quiet you!" Weiss hissed as she glared at her

The group soon found themselves by the dock as a foghorn was heard. As they walked, Blake moved next to Peter, he was looking at his phone that displayed a tracking app for his Spider-Tracers.

"How's your hunt going?" she asked

"Do I look like Kraven the Hunter?" he quipped which left her confused, "Just joking, going fine so far. From what I can tell, Ghost-Spider is hiding somewhere in the village district."

"You want me to go with you, help you out?" Blake then asked

Peter shook his head, "No, sorry Blake. Ghost-Spider is my problem, and I'll see it to the end."

Yang, who like the rest of her team, was oblivious to the conversation Peter and Blake were having, then spoke up again, "Remind me again why we're spending our Friday afternoon visiting the stupid docks?"

"Urgh! It smells like fish!" Ruby groaned as she held her nose

I've heard that students visiting from Vacuo will be arriving by ship today." Weiss said to her friends, "And, as a representative of Beacon, I feel as though it is my solemn duty to welcome them to this fine kingdom!"

"She wants to spy on them so she'll have an upper hand in the tournament." Blake muttered loud enough for Weiss to hear

"You can't prove that!" Weiss scoffed

Ruby then noticed something that caught her eye, "Whoa…" she muttered which caught her friend's attention. Turns out a dust store was broken into, with the window shattered and caution tape everywhere.

Peter quickly took out his VNN card and showed it to the officers before taking photos of the crime scene.

"What happened here?" Ruby asked them

"Robbery. Second Dust shop to be hit this week." one of the officers answered, "This place is turning into a jungle."

"That's terrible." Yang muttered

"They left all the money again." another officer stated

"Huh?" Ruby said, confused

"Yeah, it just doesn't make a lick of sense." the other officer muttered, "Who needs that much Dust?"

"I don't know, an army?"

"You thinking the White Fang?"

"Yeah, I'm thinking we don't get paid enough."

Peter raised an eyebrow at that last comment. Weiss on the other hand…

"Hmph! The White Fang! What an awful bunch of degenerates!" she stated while crossing her arms and her nose in the air with her eyes closed.

Blake then glared at her, "What's your problem?"

"My problem?" Weiss said as she turned to her, "I simply don't care about the criminally insane."

"The White Fang is hardly a bunch of psychopaths." Blake said, getting serious, "They're a collection of misguided Faunus."

"Misguided?" Weiss retorted, "They want to wipe humanity off the face of the planet!"

"So they're very misguided." Blake stated, "Either way, it doesn't explain why they would rob a Dust shop in the middle of downtown Vale!

"Hmm... Blake's got a point." Ruby agreed with Blake, "Besides, the police never caught that Torchwick guy I ran into a few months ago... Maybe it was him."

"That still doesn't change the fact that the White Fang are a bunch of scum." Weiss repeated, to Blake's growing anger, which Peter took notice of, "Those Faunus only know how to lie, cheat, and steal."

"That's a little far-fetched Weiss." Peter said to her, slightly annoyed at the heiress' denseness, "Didn't you say Spider-Man was a Faunus?"

"He proved to me that he wasn't." Weiss answered, "He helped stop a virus which had to be made by the White Fang!"

"But-" Yang started to say but was cut off by someone else

"Hey! Stop that Faunus!"

RWBY and Peter ran over to the docks to see two sailors chasing after a monkey Faunus. It was a boy around their age with slightly tanned skin, spiky blonde hair, and bright blue eyes. He wore two red wrist bracers over black fingerless gloves and an open loose-collared white jacket with no shirt underneath, displaying his muscular physique. He also wore blue cargo pants tied up with a white belt. White bandages were on his legs and a chain was hanging from the belt loop on the right side of his pants. He sported black and yellow sneakers and a twisted golden necklace around his neck.

"Thanks for the ride, guys!" he quipped as he jumped onto the docks and ran away from them, "Haha!"

"You no go stowaway!" one of the sailors shouted at him

The boy then hung upside down on a lamp post with his tail. He started peeling a banana, "Hey! A no-good stowaway would've been caught! I'm a great stowaway!"

One of the detectives then threw a stone to get his attention, "Get down from there this instant!"

The boy then dropped the banana peel on the detective's face. The monkey Faunus then twirled up to crouch on the lamppost, laughed in amusement, and proceeded to leap off and run away from the detectives. As he ran past Team RWBY, he winked at an astonished Blake in slow motion before time sped up again and he continued to be chased by the officers.

"Well, Weiss, you wanted to see the competition, and there it goes…" Yang muttered

Weiss then held up a finger, "Quick! We have to observe him!"

Team RWBY then gave chase, all except for Blake and Peter. The former quickly regain her composure and started after her team, but stopped when she realized that Peter wasn't following her.

"Peter?" she asked

"Sorry Blake, I'm not coming." Peter said to her

"Let me guess, Ghost-Spider?" she replied, "Then let me help you find her."

"No." Peter said firmly, "Ghost-Spider is my problem now, not yours."

"But-"

"It's not your problem Blake." Peter repeated, "Go with your team."

Blake sighed, "Alright, see you back at Beacon I guess."

Peter snorted, "Yeah, I don't think I'll be going back. You can thank Ozpin for that."

Blake turned in shock, but Peter was already gone.


Clad in his red and blue suit, Spider-Man swung through Vale's village district. To the common bystander who noticed him, Spidey just seemed to be on a casual swing across the city. However, Spidey was actually swinging with determination. The HUD in his mask showed him the location of a Spider-Tracer, and in turn, the Ghost-Spider.

To Spider-Man, the Ghost-Spider was a ghost in every way. She haunted him somehow, sneaking around Vale undetected, avoiding his sights. But there was just something odd about the Ghost-Spider as well, something familiar. But he couldn't tell.

"F.R.I.D.A.Y.?" he said to his AI

"Spider-Tracer found." the AI announced as Spidey landed on a rooftop in the village district. Across the street was a building, his destination.

"The Spider-Tracer is located on the top floor of this building." F.R.I.D.A.Y. said to Spidey, "My scans indicate it is the loft apartment."

This made Spider-Man confused, "An apartment? She said she was from another universe. How did she get an apartment? Let alone a loft."

"Searching…" F.R.I.D.A.Y. said as she searched all real estate deals in Vale, "According to my scans, the apartment was bought a few months ago. The person paid with cash. The name given was Gwanda."

"Gwanda?" Spidey muttered, "What kind of a name is that? Alright, let's go."

Spidey jumped from the rooftop, and onto the building's fire escape. The windows were closed, but one of them was unlocked so Spidey opened it quietly and slipped inside.

No one was inside, and Spidey was confident that his spider-sense would help him detect anything. The apartment was nice to say the least. White walls and light brown wooden floors that changed to a light brown carpet in the living room section. The main room was divided into three sections, first was the living room, which had the carpet and the walls were brick and had several works of art ranging from flowers to graffiti art of Spider-Man. A big couch with two pillows, a loveseat, ottoman, and coffee table were set nicely and facing a big flatscreen TV.

Next came the kitchen, white wooden cabinets and black counter tops that held a big fridge, microwave, sink, oven, and cabinets holding various cups, mugs, utensils, and other kitchen appliances. An island was in the front that had a countertop and chairs for people to sit at and a stove, with one of those overhead things as well.

Last was the dining area, which was a big dark oak dining table with several chairs surrounding it. Other areas of the apartment that Spidey didn't see had to be the bedroom, bathroom, presumed guest room and closet. The door to the apartment would bring anyone into the space between the dining room and the kitchen.

Spidey remained quiet as he walked around. First he went into the living room, where he noticed something; a piece white cloth on the couch's armrest. He picked it up and it turned out to be the Ghost-Spider's mask. The pink-outlined white lenses stared back at him before he put it back where he found it. He then found something sticking out of the couch's seat cushions, he picked up the cushion and the Ghost-Spider's costume was lying there, with space for another suit next to it, along with a pair of drumsticks, an MP3 player with earbuds, and a backpack.

Spidey then picked up the costume and found the Spider-Tracer on the suit before taking it off and placing the suit back.

"Alright 'Gwanda'..." Spidey muttered, "What's your game…?"

Spidey then picked up the MP3 player and started going through what music was on it. Most artists he saw he recognized like Sai, Pink, Green Day, Train, Goo Goo Dolls, Post Malone, Snoop Dogg, and Rob Thomas/Matchbox 20.

"Rob Thomas…" he muttered before seeing an artist he didn't recognize, "The Mary Janes?"

Spidey put the MP3 player back before looking at the backpack. He moved it to the side where he saw something that caught his attention. A newspaper and several magazines piled together from the Daily Bugle, a company he was all too familiar with. However the headline on the newspaper was something he was interested in.

MASKED MENACE DEAD. END OF AN ERA.

Spidey quickly picked it up and started reading it, "July 10, 2017. During a devastating attack by the Jackal on New York City, Spider-Man was brutally beaten to death by the psychopathic supervillain known as Jackal. The Mayor has declared a week-long mourning period to honor the city's greatest defender: Peter Parker, after three-years of swinging across the city. His partner, the heroine known as Spider-Woman, has refused any form of interview whatsoever…I-I'm dead?"

Spidey put the newspaper back as he let the information process through his head, "July 10, 2017…that's the same day Gwen and Ben died…"

Spidey dove back into the magazines, each article was about Spider-Man's death. But as he reached the bottom, he felt a piece of cloth. Moving the magazine's aside, Spidey found a Spider-Man suit folded up. He looked at it for a moment before putting the articles back. Then he looked at the backpack, which was already zipped open. The webhead opened it slowly and found an image of himself, with brown hair and hazel eyes, and none other than Gwen Stacy.

"So I'm still friends with Gwen on that Earth…" he muttered before looking at another picture of Gwen and her father

"Captain Stacy? And Gwen?" he muttered, "Why is she-"

Wait a minute…

Spidey then felt it, a cold sweat covering him as the answer hit him faster than Hulk smashing a building.

"On this Earth, I was Spider-Man, but now I'm dead. I was best friends with Gwen. The date of my death, The Mary Janes, Captain Stacy, Rob Thomas." The reason why he called her Ghost-Spider had a bigger meaning now…

…Because she was a ghost…

"How could I be so dense…" he muttered as he felt his spider-sense go off but he wasn't worried at all. He stood up slowly before turning to his left, Ghost-Spider was standing there completely still.

"You're…Ghost-Spider…"

Neither one said anything, instead they just stared at one another through their masks. Spidey then moved only a bit, which made Ghost move back in fear. Spidey raised his hands up to show he was no harm.

"Hey hey hey easy." he said quietly, "I won't hurt you, I promise…"

Ghost moved forward a bit reluctantly before she approached him slowly. She then moved her hands shakingly and cupped his mask. He then grasped her wrists gently.

"P-Peter-r…?" she croaked

"...Hey Gwen." he said back before Ghost started removing Spidey's mask. Below was the face of Peter Parker. Slight stubble that needed to be shaved off, messy dirty blonde hair, and tired grayish blue eyes.

"You look…tired…" she muttered, "...and blonde."

Peter nodded, "I am…"

He then reluctantly reached for her mask, with her holding his wrist. He was reluctant to, but Ghost's lenses made him know it was alright. He slowly pulled the hood back before pulling off the mask slowly. Bright, messy, blonde hair with face frame bangs dyed pink at the end was revealed underneath. He pushed her hair to the side to see her face. It was a face he remembered like it was yesterday, fair skin soft and warm, bright blue eyes clear as the blue sky. Tears were running down her face. It wasn't her, but it was her nonetheless.

Gwen Stacy.

"Hey Gwen." he said to her as he felt his emotions get the best of him

"Hey Pete." Gwen said back before her emotions got to her completely and she embraced him in a hug. Peter accepted it without hesitation, as a year of built up anger, depression, anger, and emotion just came crashing down.

Both were crying in each other's arms, they may have been strangers to one another. But they knew each other nonetheless.


A few minutes went by of the two just holding each other and crying hysterically. But eventually they calmed down and were sitting on the couch.

"...Every universe I know of. Every Earth I heard of that has a Spider-Man, was usually a version of or based on me…" Peter muttered, "...You're the first that isn't…"

Gwen shrugged slightly, "That's Earth-65 for ya."

"Earth-616." he said back which confused her, "That's uh, that's my universe, my Earth. Where I'm from."

"Oh, right, sorry." Gwen muttered

Peter on the inside was two different forms. Part of him was happy to see Gwen Stacy alive and well. The love of his life breathing and still looking fine, and to top it all off she had Spider-powers like him. The other half was freaking out, he held Gwen's body in his arms when she died, so seeing her alive was a bit disturbing. Also she was a completely different person, just a doppelganger, and not his girlfriend, so he tried to keep his young buck hormones in check.

"I'm sorry about uh, breaking into your house and going through your belongings." Peter said rather embarrassed

"Nah, don't worry about it." Gwen muttered, "I figured you'd show up sooner or later."

"So I'm…dead…" he muttered, "In your world."

Gwen nodded sadly, "Yeah…"

"I'm sorry, I didn't mean too-"

"No, it's alright." Gwen said to him, "You're just curious, that's all."

Peter then looked at her, his brain still trying to process what was going, "I-I'm sorry, I'm still trying to process what's going on."

"You and I both." Gwen laughed slightly

"So, um, what happened?" Peter asked her after regaining his composure, "With your Peter? Who was he?"

Gwen leaned forward as she examined the picture of herself and her Peter Parker, "Peter and I were best friends since childhood. People called us 'inseparable', no matter where we were. We mostly bonded over music and science. But we were both different as well, whereas Peter loved science, I loved music."

"Yeah I can tell, your MP3 player has more music than a floppy disk." Peter quipped, "Most of the artists I've heard of, all except for The Mary Janes."

"That's the band I was part of." Gwen said to him, which took Peter by surprise

"Wait! You were in a band!?"

Gwen laughed lightly at Peter's expression, "Yeah, me, MJ, Betty, Glory. We were The Mary Janes."

"Ok, you and MJ I can see doing that." Peter stated, "The Gwen and MJ of my world always spoke of forming a band. But Betty Brant and Glory Grant huh? Yeah, I can see that. So how did you andI-eh-your Peter get his powers? Cause I got mine on a field trip to Horizon High while still a freshman."

"Similar to you actually." Gwen explained, "Only difference was that we were on a field trip to Alchamex. Peter was the only bitten though, not me. After that day, he was different."

"Let me guess? A fight with Flash Thompson, and Uncle Ben died?" Peter guessed

"Yep." Gwen sighed as she popped the 'p', "Flash got what he deserved though, he always bullied Pete. As for Ben dying, I think you the story."

"Yeah, I think everybody does." Peter agreed with her, "So how did you become Ghost-Spi-I mean Spider-Woman?"

Gwen curled up and held her leg before speaking, "It was a year since Peter became Spider-Man when he told me. At first I was surprised, we never kept secrets from one another. But, the more I thought about it, the more I understood. I supported him since then, he even sponsored the band, which got some good gigs. Then one day, I was also bitten by a spider. I felt…sick…hot…like I was changing. The next day I realized I had powers just like Pete, the senses, the agility, everything. I told him what happened the minute he came to watch band practice. He was surprised at first, I didn't know what to do, but the more I thought about it I realized I wanted to help him. My Earth, the world I'm from, has very few superheroes. I couldn't just sit on the sidelines forever. Peter agreed to train me, he and I designed my suit and everything, and I became the one and only Spider-Woman."

"That's a big step for you Gwen." Peter said to her, "A lot of responsibility."

Gwen snorted a bit though sadly, "At the time I didn't though realize it. When I started out, I relished in my powers. I mean I couldn't you? The thrill, the adrenaline, all of it. Sure, I saved people, but I didn't see the bigger picture. Always got myself into rather…difficult situations, some of which were very dangerous. Peter would always save me though, and then remind me that being a hero was more than just the thrill. Day after day, job after job, I kept getting into trouble, one near-death incident after another. Death just loves Gwen Stacy…"

Peter could tell from the tone in Gwen's voice that she was moving towards the more…tragic part of the story. He put his hand on her shoulder as a sign of comfort.

"...Then, the day came. Peter and I came across one of our most vicious foes: the Jackal."

"Miles Warren…" Peter muttered which caught Gwen's attention as she looked at him with a look of confusion.

"What? You mean Raymond Warren." Gwen corrected him, "Must be different for you. I guess I should tell you that he's…kinda my uncle."

"Yeah, same for my universe." Peter replied, "Miles and Raymond are your uncles. Only difference is that Miles became the Jackal."

Gwen glared at her mask as she continued, "I looked up to him so much. Uncle Raymond was one of few reasons why I got into science. To see him go so low like that was…sickening. Anyway, Peter and I arrived in Times Square, Jackal had planted bomb containing a chemical that could turn everyone into monsters just like him. We split up to cover more ground, but eventually, we realized Jackal had tricked us; the bomb wasn't in Times Square, it was at Oscorp. Peter got their first, Jackal was already waiting for him. They fought on the roof until Pete subdued him. He managed to remove the chemical compound but couldn't disable the bomb. The roof exploded right when I got there. I swung up and found Peter injured, but before I could reach him…"

"Raymond showed up." Peter muttered

Tears began to form in Gwen's eye, "I-I just found out that m-my u-uncle was the J-Jackal…I-I was afraid, I-I couldn't fight him. He then brutally beat Pete to death, right in front of me before fleeing. When the dust cleared, I ran over to P-Pete, he was almost gone. I held him in my arms as he died. His last words to me were his uncle's motto."

"With Great Power, Comes Great Responsibility." Peter said

Gwen nodded as she began to cry, "I couldn't save him! I was weak, new to all of this! I failed him!"

Peter then hugged Gwen as she burst into tears, "I-I tried to carry on, but I couldn't! The pain! The pain! The fear! It just haunted me! I lost my father later on to a common criminal! I couldn't even stop him! I quit the band, shut my friends out. I just…lost my family…I lost my purpose. That's why I didn't want to be found by you, you're like him."

Peter looked at her in sympathy. She was just like him, and vice versa. The loss, the pain, the anger, all of it. He lost his Gwen, and she lost her Peter.

"Gwen…I'm so sorry…I understand where you're coming from."

Gwen looked at him, "No, don't tell me you understand!"

"But I do." Peter replied, with a look of understanding in his eyes. But before Peter could explain any further. He heard his scroll go off, he took it out and saw that RUby was calling him.

"Who is it?" Gwen asked curiously

"It's Ruby." Peter said to her, "You met her when you fought Carnage."

Peter then answered the call, "Hello?"

"Peter? Thank goodness! Where are you!?"

"Uh, I'm still in Vale, Ruby what's going on?" he answered, confused

"It's Blake! She left us!"

"Whoa whoa whoa, slow down Ruby." Peter said to her, "What do you mean leave?"

"Weiss and Blake were arguing still over the White Fang when you ran off." Ruby explained, "Turns out she's a Faunus! And was with the White Fang!"

"Ruby, I already knew that!" Peter said to her

"You WHAT!?" Weiss screamed from the other end, "That liar had the guts to tell you she was a criminal!?"

"Blake is not a criminal Weiss!" Peter shouted back, "She left them, became disillusioned with their methods! Where is she now!?"

"How the hell do we know!? SHE. JUST. LEFT!" Weiss retorted, "And I'm not going out there looking for a liar and criminal!"

Peter felt something surging within him, a sense of repetition was happening for a third time. Gwen, himself, and now Blake, running away from their troubles. He was never gonna let that happen again.

"You're wrong." he said back

"Excuse me?" Weiss muttered as if offended

"Blake is part of your damn team Weiss." Peter said to her, "Don't let it fall apart. I already lost one team, and I'm not gonna lose another. Look…I left Beacon as well. For reasons I want to keep to myself, but I realize its stupid now. What matters is you guys. Now I'm gonna find Blake, and bring her home. I have that power, and with great power…comes a great deal of responsibility…

Peter then ended the call before turning back to face Gwen. His face was full of tears, "I lost my Gwen, she was the love of my life."

Gwen raised an eyebrow at that last part. Sure he cared for her Peter, he was like family to her, but not lovey dovey at all. But she put that aside as he continued.

"Me, Gwen, MJ, Harry, my clone Ben Reilly, and my successor Miles Morales; we are a team. We worked with S.H.I.E.L.D. to stop all sorts of villains. Then one day, I met Otto Octavius. I looked up to the man like you looked up to your uncle. But like Raymond, Otto turned into a monster, four mechanical arms fused to his back. He went insane, claiming no one cared for him. He became Doctor Octopus, turned Norman Osborn and Curt Connors into the Green Goblin and the Lizard, and thus added three people to my rogues gallery. Eventually, we cured Norman and Connors and captured Otto on the Helicarrier. My team was there, we were going to go celebrate, Junior year was over already, and we had plans for the future…"

Gwen felt the tone in Peter's voice change as he continued, "But then…Otto escaped, wreaked havoc on the Helicarrier, damaging it in the process. He turned Norman and Connors back into the Goblin and Lizard. Captain America and Iron Man showed up to assist, and they managed to cure them again. As for my team, we fought Otto…he didn't hold back at all. Ben was thrown from the deck and into the bay, we never recovered his body. Harry was knocked out and put into a coma. As for Gwen…Otto captured her, held her from the Helicarrier deck as it fell from the sky. A hole was blown in the center, from the deck to the lower hangar bay. I fought Otto over the edge until Gwen fell into the ship and jumped after her, as did Otto. He grabbed me before I could grab her, but fired a web line which caught her…"

Peter began to tear up even more, "W-When I lowered myself down…I-I lifted her up…S-She w-was already gone…w-whiplash as she hit the g-ground…she died…I couldn't save her!"

It was Gwen's turn to hug him this time as he finally opened up, "Peter, I'm so sorry…"

After a minute or so, both of them calmed down again and Peter spoke up, "Before you ran off at Beacon, you said you knew about Otto and Hydra, how did you find out?"

"I was contacted by someone calling themselves Prophet." Gwen answered, "They claimed to be a mole inside Hydra's operations."

"Alright, but how did you get here?" Peter questioned, "To Remnant? I got here after Otto and I fought over the Tesseract."

"I…" Gwen began, "I don't know…I was sitting on top of the Chrysler Building about to swing away when I was sucked into a portal."

"Ok then…" Peter muttered before thinking for a moment. A sense of purpose was in his eyes, "I'm gonna need the Prophet's contact info. Using drones I set up around Vale, I should be able to find Blake. No doubt she's hiding and waiting for the White Fang to strike. To make thighs worse, we know Otto and Hydra are manipulating the White Fang somehow."

"Prophet's intel has been sparse." Gwen added, "I only have enough to keep me off the radar."

She then handed him Prophet's info as he went over to the window. But before he jumped out, he turned back to her, "Come with me, I could use the extra help."

Gwen shook her head sadly, "I can't…I can't help you. I'm not a hero. I'm not Spider-Man."

Peter approached her and placed his hands on her shoulders, "You're right, you're not Spider-Man. You're never gonna live up to me or Peter. I'm sure even he couldn't live up to himself. But the one thing I could agree with him was taking you under his wing. I don't think Peter would've done what he did, if he didn't know you were gonna be here after he was gone. Gwen, you have to step out of his shadow, and become the hero you were meant to be."

"...I don't know…" Gwen muttered, "I'm sorry."

Rather than push any further, Peter nodded simply with a small smile, "I understand…and I won't push you."

With that, Peter turned back towards the window pulling his mask down, "One more thing…I know you're not my Gwen…but it's good to see you again. It's nice to know that there's Gwen Stacy alive and well out in the multiverse.

Spidey then jumped out the window and began swinging across the city to find Blake. As for Gwen, she remained in her apartment staring at her mask and repeating the message Peter told her.