Miles could barely pay attention to any of the lectures that his teachers were giving. So much had happened in the last 24 hours and it was all he could think about. All he wanted to do was start searching for the hideout they were in, not sit in a boring class and learn about physics.

Finally, after time was barely even crawling, all the classes were finally over. All he had to do now is finish his homework then he could start looking for the hideout again.

Miles's headphones were blasting music as he walked down the hallway and got to his dorm. He unlocked the door and walked in backwards to lay down his backpack beside the door. He turned around and was shocked to see Cindy already standing in his room.

"Agh! What are you doing here already? I thought it wasn't till later!"

"Plans changed. They're both on to us. They're watching us somehow. We need to find them now before this gets even worse. Suit up. I'll be outside."

She jumped out of the window, leaving Miles standing there confused. He shook his head and put on his suit and joined her at the side of the building.

"Cindy, what's going on?"

Cindy hesitated to find the right words to tell the dream. She did her best to explain it all but it still sounded confusing. Miles stayed silent once she finished to try and comprehend everything she just said.

"How do you know it's just a weird dream and nothing serious?" He eventually asked.

"I don't know." Cindy admitted. "But seeing everything that these two are doing, we can't take any chances. We need to get going, now."

She swung off before Miles could say anything. He had to swing hard in order to catch up and go even harder to keep her pace. Red flags were glaring from Cindy's explanation of the dream, but it didn't seem that she wanted any advice from Miles so he kept his mouth shut.

The search went on for hours and went on well into the night. The two were on the brink of giving up until they finally spotted a warehouse that was abandoned for a while but somehow was still in great shape.

"Seems like a decent location for a hideout." Cindy said. "Let's check it out. Be on high alert. Anything could happen."

Miles nodded and followed her as she crept inside through a small open window near the back on the right side. Every other window was closed and barricaded. Inside was pure darkness. The only source of light in the whole warehouse was the sliver of moonlight that entered from the opened window and even that seemed to be swallowed up by the pit of darkness and disappeared.

"Lets split up. See if we can cover more ground and find something quicker." Cindy whispered. She didn't give enough time for a response before crawling down the wall towards the left.

Despite not thinking that splitting up was smart, Miles still went the opposite direction that she went and started to look around. It took a while for his eyes to adjust to the almost blinding darkness. It didn't feel right to Miles how dark it was in here and if it did indeed contain the hideout of Mysterio and Shadow, he had no doubt that they had something to do with the pitch darkness.

A clang came from the other side of the building and startled Miles's nerves. He looked at the direction the sound came from but obviously couldn't see anything.

"Cindy?" Miles risked calling out. "Was that you?"

No response came and his heart began to pound. He was in no way ready to face Mysterio and Shadow again without any help and seeing those chilling red eyes would strike fear to anyone, no matter how brave.

Miles slowly walked towards the other direction. Each step was taken with a look to the left and to the right. Soon his foot against something metal on the floor. He looked down but again couldn't see a thing. He used his hands to feel what was in front of him. Something squishy and soft came into contact with his hands. He moved around and bumped into something stiff and cold.

Suddenly, the darkness lifted a little to allow Miles to see what was really in front of him. A bed stood in front of him with a body laying on it. But not any ordinary body, but rather a body that was so horribly mutated and changed that you could call it a creature rather than human. It had the shape of a human, but it's skull was deformed and had two large bumps bursting out of its forehead, it's arms were practically cut off from the hands as something grew to replace them. And the whole body was pure black and reeked of a rotting smell that you could only smell up close but would make your nose want to melt once you could.

The sight made Miles want to hurl the cafeteria lunch he had earlier but he managed to keep it in.

"An interesting sight isn't it?" A voice suddenly said. Miles turned and saw Mysterio hovering behind him. "So much left to be done yet still so different."

"What did you do to them?" Miles asked.

"Changed them. Their bodies weren't fit to serve their master so a transformation was needed."

"So you completely destroyed every part of their human body and replaced it with a monster?" The brutality of the action would have made Miles sick if he wasn't already feeling queasy from the results of the "transformation".

"What you call monster, another would call an improvement." Mysterio said.

"You're sick. Both of you." Miles said, referring to Mysterio and Shadow.

Mysterio shrugged. "Maybe, but it doesn't matter. I don't care about the opinion of a dead child."

The spidey sense alerted Miles of danger and he jumped backwards to avoid something. He did a backflip in the air and landed to see the attacker.

No, it can't be

"Peter? What are you doing here?"

"Sorry kid." Peter mumbled. His eyes suddenly glowed red as he sprang towards Miles.

The sudden but familiar glow of red caught Miles off guard, but he was able to avoid the attack at the last second. Once Peter was behind him, Miles shot a web at his back and swung him hard at some general direction. A faint thud could be heard from that direction with no additional sound coming after. Miles walked slowly over to where he threw Peter, trying to avoid bumping into something without seeing it through the darkness.

As he walked, the silence was almost eery for Miles. The only sound that could be heard was some wind that whistled through cracks in the wood of the warehouse, sounding as if they were a warning of something.

A clang suddenly came right above Miles. He looked up but again saw nothing through the darkness. His spidey sense was blaring danger but couldn't tell him wherr the danger was until it was too late and the foot slammed into his jaw, causing Miles to stagger back. Once he regained his footing, Miles looked up to see who was standing in front of him and couldn't believe his eyes.

"Gwen?" He whispered.

No, not Gwen. Gwen would be hugging Miles right now, this one was glaring at him with eyes glowing red and teeth seething in anger.

"Gwen's gone." Possessed Gwen said in a deep, robotic sounding voice. "I only serve Master now."

She suddenly leaped at Miles and landed a solid hit on his side.

"Gwen, what are you doing?" Miles pleaded.

She didn't respond but instead tried to attack him again. She at first tried a kick at the head then swooped down to swipe at his legs. Then she tried landing a hit on either of Miles's sides before trying to land a frantic hit on his chest. Miles was a lot more prepared for these and was able to block or avoid each of the attacks, forcing Gwen to move back.

"Gwen, I don't know what's happening to you, but you gotta snap out of it. This isn't you." Miles said trying to voice his reason.

"You're wrong Miles." Gwen said. "This is all I am now."

She tried another series attacks, the same combo but in reverse, trying to see if Miles would be caught off guard by the change but he easily blocked all of them again.

"Come on Gwen, fight it! Come back to me. I know you can!" Miles said, urging for the good in Gwen to come back.

Gwen laughed at him. "You don't get it kid. Love isn't some strange power that can rescue that old girl. It's not something that can magically make everything better. You think it all goes amazing then that lover is just gonna let you down and crush your heart into a little pulp." She smirked at him. "This time literally."

Her hand suddenly ejected claws out of her finger and she ran at Miles with the claws outstretched and aimed right at his heart. She gave him no time to think and forced him to rely on his instincts. Miles quickly stepped to a side and fired a taser web that Aunt May provided to him earlier. (Convenient am I right? Not lazy writing at all)

The web sent her flying away as she jolted from the electricity. The web's glowed blue as they shocked her, allowing Miles to see it through the darkness.

Slowly, once the electricity was gone, Miles walked over to where she lay still in the bundle of webs.

"Gwen?" He called out softly. He didn't get a response and walked faster until he bent down next to her. "Gwen are you alright?"

A soft grunt came from her but her eyes were squeezed shut. She started to squirm around and flail her arms as the grunts got louder.

"Don't come out." She muttered. "Don't come out don't come out!" Her voice slowly began to return to her normal voice each time she repeated the phrase as her internal battle for control raged on.

"Come on Gwen, fight it!" He urged.

She stopped moving and her eyes slowly opened, revealing the baby blue eyes that captivated Miles the moment they fell on him.

"Miles?" She whispered

"Hey Gwen." Miles whispered and started to reach for her hand.

Before he could take it, she quickly pulled away and her eyes suddenly glowed scarlet red once again.

"You are so gullible." She said in the deep, robotic voice again and laughed.

A sharp pain came at the back of Miles's neck. He turned to see what had caused it and saw Peter standing behind him with the same glowing red eyes and a syringe in hand.

Before he could even react, Miles began to feel tired all of a sudden and fell to the floor, unconscious, and vulnerable.