Spider-Woman always gets away. That's what Aaron tells himself, walking through the ruin caused by the collider going out of control. Spider-Woman always gets away.

He keeps telling himself that even when they find the Green Goblin's corpse. Don't matter he thought that beast was indestructible too, Spider-Woman always gets away. Sure, she'll be injured, but her healing will take care of that. She's fine.

His denial gets broken by a wet cough echoing through the dust. Even then, he can't accept the truth until it's shoved in his face.

There she is. Suit torn and covered with blood, a leg pinned beneath a large piece of ruble. Her breathing is ragged, and she's slumped back like she don't got the strength to do anything else. One of her lenses is broken, revealing a too familiar eye.

"Now isn't this a pretty sight?"

Part of Aaron is aware of the boss speaking but most of him can only look at the sight he'd hoped to never see. The worst part is that she ain't even trying to get up. It's almost insulting. Of all the times to pick, this is when she decides to call it quits?

Get up. Push off that rubble and swing out of here. Go. Just go.

"I could get used to seeing you like this, little spider."

"I'm not surprised."

Her voice modulator still works. That's good. Keeps the boss from running voice recognition.

Aaron realizes how stupid that thought is when the boss moves forward and pulls off Spider-Woman's hood and mask.

It's like getting punched in the gut. Every denial, every dumbass justification he ever made gets torn apart.

Gwen is Spider-Woman. The hair falling to her jaw, the faint freckles dotting her nose. The eyes closed in a pained grimace. It's a face he knows by heart. And he knew who she was, has known for half a year now.

It feels like when he first found out.

Part of Aaron is aware he can't throw up here. Another part notes that Tombstone is watching him, instincts tipped off by something in his body language.

He can't look away from Gwen. Gwen, hurt and exhausted and defiant as always.

"Going straight for the kill then?"

Her voice modulator still works. Not bound to her mask then.

"Oh honey."

The amount of venom makes him pay attention to the boss for real.

Vanessa is wearing a lethal smile the most cruel of eyes. She's enjoying every moment of this. And she's only just gotten started.

Vanessa leans towards Gwen, barely staying out of grabbing range. A risk she never would have taken before.

"By the time I'm through with you, you're going to wish I'd killed you here."

It's a promise, not a threat. Ever since losing her husband and son, Vanessa has wanted nothing more than to make Spider-Woman suffer. And now she can.

Vanessa straightens back up, eyes still on Gwen.

"Lock her up. And cut off her arms and legs."

The words snap him out of his shock. Just like that, it's clear what he's gotta do.

He's gotta save Gwen.

"It would be such a shame to have our little spider escape before we can play," Vanessa says with a picture perfect smile. Savoring the horror Gwen is showing.

Aaron steps forward, plans taking shape. Vanessa will expect him and Tombstone to lock up Spider-Woman, and the transit will provide the best window to work with. Will be tricky to pull it off with Tombstone there but not impossible. Now, does he go with Gwen when she escapes or does he pretend to get overpowered?

Go with Gwen. The old queen might have forgiven him for losing Spider-Woman but the new one won't. Worse, she's gonna go after his family and make him watch.

He's gonna need to kill the Black Queen. Damn.

All this runs through his mind as he nears Gwen. Who's struggling to get free now.

She fails. He's relieved. If she gets out now, the odds will be against them. Better to have her unconscious for the first part.

He's really not looking forward to cutting off her air—choking her, hurting her, watching her struggle like an animal and it's Gwen—but it's better than knocking her unconscious. Too much risk of giving her a real head injury.

Gwen lets out a frustrated—pained, so pained. Just how bad a state is she in?—cry as the rubble refuses to budge before she clenches her jaw and looks back at Vanessa.

"Don't you want to know what I saw?"

"Wait."

Aaron smoothly steps back. Gotta act normal. If he shows his hand now, there's too much risk of him or Gwen ending up dead.

Gwen takes a steadying breath. He worries over how it rattles. Pierced lung?

Gwen looks at Vanessa, determined.

"I know what you're trying to do. It won't work. They're gone."

Part of him finds it weird to hear her speak with Spider-Woman's voice but most of him is keeping watch on Vanessa. Normally he'd feel confident in predicting her response, but she's been acting out ever since losing her family. Gwen driving in that knife even deeper? It's gonna cause the queen to lash out. Don't know in what way though. She could come up with more torture for Gwen, but she could also lose her temper and shoot her in the head.

Vanessa shifts her weight, tense and trying to mask it. She places a hand on her waist, close to her gun. Shit.

Aaron don't get a chance to come up with a course of action before Gwen speaks again, and what she says causes a wave of panic because he gets what she's trying to do now.

She's trying to goad Vanessa into killing her.

No, she ain't. She's trying to get Vanessa to make a mistake. To get her back into grabbing range, to give her some kind of leverage that could help her escape.

The problem, this won't give her that.

"They're going to hate you. And you're going to hate them back."

He's gotta step in now. Starts doing just that when Vanessa raises her hand and shit, if he don't obey, she's gonna know something is up.

"Because they're copies," Gwen says and Aaron curses her for doing this. He gets what she's trying to do, but this is gonna end with a bullet in her head.

Cause he can't let this play out, he moves forward despite Vanessa's command, planning to cut off Gwen's air and claim he did it so Vanessa wouldn't regret killing her too soon.

Tombstone grabs his arm, holding him back. Aaron glances at him, sees Tombstone is holding a gun with warning—not the armor piercing one—but then his attention is drawn back to Gwen.

"Hollow, broken fakes. No matter how long you search, you'll never get your family back."

For a moment, Aaron has hope Vanessa won't snap. Then she takes hold of her gun and he knows it's all over.

He fires his boots, the force letting him rip his arm out of Tombstone's hold, and tackles Vanessa, crushing her gun and breaking his fall by rolling off her. Gotta keep moving, Tombstone will pump him full of lead if he don't.

As expected, Tombstone starts shooting with both guns. Only the right contains armor piercing rounds, but while a hit from the left won't be fatal, it'll slow him down enough for Tombstone to get in a kill shot. Aaron darts around and grabs the first piece of rubble he can, throwing it at Tombstone. Need to create an opening so he can close the distance.

The rubble don't create that opening, but the web bullet splattering all over Tombstone's eyes does. Spider-Woman quick to adapt as always.

Aaron closes the distance, but even blind, Tombstone knows him well enough to avoid the claws aimed at his guts. There's no room for another kill shot, so Aaron settles for kicking Tombstone in the side, enhancing the hit with a repulsor and using the other to spin to his feet.

Tombstone hits a slab of concrete hard enough to crack it but Aaron knows that won't keep him down for long. Could go after him and get in a kill shot, but that would mean leaving Gwen. Too much risk with her being trapped.

He runs to Gwen, gets his gauntlets underneath the concrete and lifts the rubble keeping her pinned down. Needs both hydraulics and boots to do it. Shit, that's heavy. Also jammed, preventing him from just throwing it off.

Gwen gets her leg out and takes hold of his arm, using him as support to get to her feet. She's confused and alert and showing no sign of recognition.

She's trusting him despite only knowing him as an enemy. Would be a dumbass move if he weren't saving her for real.

His attention is drawn to Vanessa. She's gracelessly getting to her knees and pressing down the gash he caused with his tackle. She's looking at him with shock and hate.

He's never gonna get a cleaner shot than this. Unfortunately, Gwen wraps an arm around his shoulders and a leg around his waist, making him shift his balance and get his own arm around her on instinct, and then she's shooting a web and yanking them up with a cry—a pained one—and Aaron is firing his boots and moving with the force before he even realizes what he's doing. By the time his mind catches up to his body, it's too late to go back. Tombstone will have recovered before he can make it to Vanessa.

Aaron switches to digital vision and looks for an exit. Should drop through one of the holes, the tunnels are the fastest way to his bike, and if they're gonna get away, they're gonna need speed.

Spider-Woman curses. With his visor in digital mode, Gwen's features don't stand out as long as he don't focus on her. It's a relief.

"Shit, the kid."

What kid?

He don't get a chance to figure out the answer before Spider-Woman shoots another web and swings them back the way they came. Part of Aaron is cursing her even as he moves with her. She just had to make things more difficult.

The only reason he stays put after landing is cause they don't end up quite where they came from. But they gotta hurry. Even with the echoes making it hard to locate the source, Vanessa's voice is too close. And he's pretty sure she's calling for Octavius. No way in hell is he fighting that crazy bitch.

"Kid, get over here."

Aaron has just realized that some kid has somehow gotten caught in this whole mess, meaning Spider-Woman and her bleeding heart need to save them, when the kid in question scrambles into view, clumsily sliding down a slab of rubble. Another body to carry. Great. At least the kid ain't big.

Should switch to normal vision. Best to get a real look at the kid, make sure he knows what to search for if they get separated. A solid possibility, what with the route they're taking.

He could lose the kid on purpose. Will be easier to get away if it's just him and Gwen. That's the thought running through his mind when his optics change and everything slams to a halt.

"Miles?"

What the fuck is Miles doing here?

"How do you know my name?" Miles asks cause Miles is here and how the fuck is Miles here?

"Aaron?"

His eyes dart to Spider-Woman and Gwen is looking at him with shock and denial and shit.

Alright, get it together. Miles and Gwen are both here, meaning he's gotta get them both out. Everything else can wait.

"We've gotta go," he says and don't give Gwen a chance to respond before moving to Miles. Gwen, still wrapped around his side, makes an aborted move of some kind. Aaron would have paid more attention to that if it weren't for one thing.

Miles is backing away, afraid. It makes Aaron freeze, a whole new terror gripping his throat. Miles should never be afraid of him.

His nephew is never gonna think him safe again.

Get going. Get out first, all else second.

"It's okay, he's on our side."

Spider-Woman's voice is steady. Part of Aaron wonders how much of that is thanks to her modulator, Gwen's face shows just how not alright things are.

Most of his focus is on Miles, who hesitates a mere moment before running at him fast. Too fast. Miles shouldn't be that quick.

And then Miles is jerking to a stop in front of him and babbling way too loud.

"Are you alright, I saw—why did you do that?"

That last is aimed at him.

"You're the Prowler, and you know my name and seriously, how do you know that?"

"Miles, shut up and get on."

Aaron is grateful for Spider-Woman's firm interruption. This is his worst nightmare come to life.

Miles hasn't realized who he is. Didn't hear the name Gwen used. He can still save this.

"I'll explain everything after we're safe," Spider-Woman continues in a gentler voice. Aaron holds out a hand—not a hand, a gauntlet, a weapon he's used to kill and now he's aiming it at Miles—and mentally begs his nephew to take it.

Gwen moves, messing with his cape and crawling onto his back. Flexible as ever even with her injuries. Part of Aaron realizes she's doing it cause he can't hold Miles and her both, and he shifts his position to help her.

Most of his focus stays on Miles.

Miles hesitates, but when a loud yell echoes—the boss losing it as she never has—he jumps onto Aaron's chest.

Reflex is the only reason Aaron don't fall straight down his ass. That was a hard hit.

His hands are halfway up to support Miles when he remembers his gauntlets. Aaron adjusts the move so only his arms are touching his nephew.

Miles has his own arms and legs wrapped around him hard. Too hard. Even with armor, the pressure is almost painful. Miles shouldn't be capable of that.

"Still got the key?" Spider-Woman asks, helping him get his head back in the game.

"Yeah," Miles says, voice tight with fear. Aaron wishes he could comfort him but he's busy switching to digital sight and making sure they haven't been found yet. Wish he could use thermal vision, best way to keep from being ambushed, but turns out machinery that rips open dimensions runs hot and the heat don't fade fast. Digital will have to do.

"Good. Let's go."

With that, Spider-Woman shoots another web, and Aaron fires his boots when she yanks, taking some of the strain off her. Careful to keep his hold on Miles secure, he looks for the nearest exit. Don't think about Gwen knowing, don't think of how he's gonna keep Miles from finding out. Just get them out of here. Get them somewhere safe.

For the most part, Aaron succeeds in staying on task. The skill is one of the many reasons he's so good at what he does. But there's a tension that's never been there before.

He's always known his life was gonna fall apart one day.

He never imagined it would come crashing down like this.

AN: I recently watched Into The Spiderverse for the first time and fell in love. So clearly I needed to write a fic for it. This is the result. Hope you enjoyed reading it as much I enjoyed writing it!

Also, the M rating is going to come into play starting chapter 4. Will post more warnings then. But until then, this is T rated rewrite of the movie, with the main butterfly effect being it takes place in a world where Gwen Stacy has been the resident superhero for the past decade (instead of Blonde Peter, like in the movie)