Chapter 2

Gwen POV

Gwen felt that she had achieved disguise perfection.

Her school uniform for Brooklyn Visions included a white shirt and dark blue tie, as well as a gray sweater with the Visions Academy logo over the left breast and a dark blue, plaid skirt. However, she'd discovered that she could easily wear her Spider-Woman suit underneath the uniform by simply taking off her gloves and mask and putting them in her school bag, then rolling up her shirt sleeves to hide the white of her suit's sleeves. Then, the only part of her suit that was visible was the legs and feet, and her legs were almost entirely just black spandex while she wore cyan ballet slippers on her feet, which were both perfectly normal to wear beneath her uniform.

In short, even with part of her suit completely visible, Gwen's appearance was entirely passible for her to go to school in, and she could become Spider-Woman at a moment's notice by simply taking off her shirt and sweater and putting on her mask and gloves from her bag. She wasn't nervous about getting caught in the slightest.

As she stepped out of her bedroom with her bag slung over her shoulder, passing by her dad as he was reading the newspaper at the table while drinking his morning coffee, she heard her dad ask, "Hey, Gwen-"

"It's not what it looks like!" Gwen quickly exclaimed as she spun around to face him. Okay, maybe she was a little nervous.

Looking up and raising an eyebrow at his daughter, George Stacy said, "I was just going to offer you a ride to school. It's a long walk. What does 'it' look like?"

Gwen looked around and pondered, "Umm…" If he hadn't actually noticed her suit showing beneath the hem of her skirt, she now needed a quick excuse to get out of this hole she'd just dug for herself.

Sighing, George said, "It's the ballet slippers, isn't it? I told you that you need to start wearing shoes with better arch support, Gwen."

Laughing nervously, Gwen told him, "Yep, that's what I was worried you would notice! And you know, you're totally right, I'm going to look for better shoes really soon. It's just… they help build the foot muscles and-"

"You know, the Spider-Woman wears ballet slippers," Captain Stacy cautioned her. "One of the main reasons I stopped letting you take ballet classes is because I don't want you to start considering her a role model or something."

Waving him off, Gwen responded, "Pfft, what, me? Looking up to that… dangerous vigilante? No way, Dad. Never in a million-"

"Gwen," George cut off his daughter's rambling. She fell silent and looked at him, and George pointed out the window before asking, "Do you want a ride to school, or not?"

Quickly nodding, Gwen answered hum, "Yeah, Dad, I'd like that."

Immediately, George sipped up the last of his coffee and grabbed his car keys before leading the way out of the apartment, grabbing his PDNY jacket off of a wall hook as he passed it, and Gwen followed right behind him.

Line Break

As Gwen neared the end of her first day back at Visions Academy for her second year, she recognized that everything seemed perfectly normal, which set off her nerves like nothing else could. She always got nervous when things felt like they were going too easily.

Part of her wished that she still had her bag with her mask and gloves, but they had been left in her locker so that she only had to carry the books she needed for each class. The odds of her needing to do anything Spider-Woman-related in her school were slim anyway. Then again, perhaps she could do something as Gwen Stacy without needing the mask.

She walked into her last out of seven daily class periods, Physics, and sat down in the third row before pulling out her phone and discreetly began researching criminals that had been spotted in New York, specifically searching for terms regarding the man she'd accidentally lost last night, hoping to find something to help her find him when Spider-Woman went out looking for him later. She searched online for any mention of a "purple man" or a "high-tech criminal" or "purple guy with claws".

Eventually, she thought she found a webpage where people were discussing the guy she was interested in. Apparently, someone at the Daily Bugle had been researching him for some time, a criminal with high-tech gadgets that had been around for a few years and was known as the Prowler. Even the name sent shivers down Gwen's spine, and she remembered how quick and deadly the man had been. If she hadn't found a way to stop him quickly, she felt sure that he would've managed to escape without injury and probably with that package he'd tried to take from Roxxon.

She could hardly believe that she'd nearly had this guy, ending his years-long career of thievery, sabotage, property damage, and numerous other charges, even including multiple unconfirmed reports of murder. But then again… Maybe she had stopped him. That arm injury he'd sustained last night would keep him down for at least a few months. Maybe it would be enough to make him give up that life? Gwen was hesitant to get her hopes up, but still, she was cautiously optimistic.

Gwen remained deep in her research for several minutes after class had started, but just as she finally decided that she could not get any more information and began to put her phone away, she looked up to the front of the room as the teacher greeted a student who was arriving late. "Mr. Morales, how nice of you to join-"

"Yeah, yeah," the newly-arrived Mr. Morales cut the teacher off rather rudely as he walked into the room and slumped into the chair to Gwen's left before leaning on his arm and looking up at the teacher in a bored kind of way.

Out of the corner of her eye, Gwen examined this Mr. Morales, surprised to determine that she'd never seen him before despite this teacher's obvious familiarity with him. He was slightly taller than her and had a youthful face with striking brown eyes and wore his hair back in two long braids. He wore the school's typical male uniform of a white shirt with dark blue pants and a matching suit jacket, as well as a black tie.

He didn't even look at anyone in the room as he entered the room, and Gwen could tell that he wasn't really focused on the teacher either. For some reason, that last fact slightly angered her. Perhaps it was because her deceased friend, Peter, had been a verified nerd that had always loved paying attention in school. She'd never liked those kids who didn't pay attention in class, thinking that they were "too cool for school" or something like that.

However, as Gwen thought about it further, she realized that this couldn't be the case with Mr. Morales. Visions Academy was a very prestigious school, and he wouldn't be here if he didn't have a gifted mind. Those cool kids she'd never liked, she hadn't realized it last year, but she had never seen any such kids at Brooklyn Visions. Such characters simply weren't tolerated here. There had to be more to Morales's story than she was able to see, and like it had been with Peter, Morales was a mystery that part of her felt determined to solve.

Suddenly, Morales turned to her with a completely neutral expression and told her, "Take a picture, it'll last longer."

Gwen blushed and quickly averted her eyes from him. She hadn't even realized that she'd been staring until he pointed it out. Or at least, she'd thought that she was being discreet about it, only watching him out of the corner of her eyes without even turning her head to face him. How he'd caught her, she honestly had no idea. She noticed that he was now the one staring at her as though daring her to look at him again, but she refused to acknowledge his gaze whatsoever, even when it began to feel uncomfortable.

After a few minutes, however, the teacher singled the young man out once more to sarcastically ask, "Mr. Morales, is there something you'd like to share with Ms. Stacy? Perhaps your declaration of undying love and devotion?"

The whole class except for Morales and Gwen cracked up at the teacher's joke, but Morales just calmly looked up at the teacher and answered, "No, sir."

Within a few seconds, everyone fell silent as Morales failed to take the bait, instantly ending the joke, and the teacher sternly said, "Then please pay attention, Mr. Morales. Your vacation from last year is over, so we'd like you to join us in class again, both physically and mentally."

Gwen noticed Morales's eye twitch at the mention of his "vacation" before he looked up at the teacher and said, "Yes, sir."

The rest of the class period passed in relative silence, with Gwen deliberately avoiding looking at Morales while he continued to ignore everyone entirely. By the end of the class period, Gwen was convinced that Morales would have already forgotten all about her staring at him, but shortly after they walked out of the classroom, she heard a voice call out, "Stacy!"

Gwen turned at the sound of her name and saw Morales stalking towards her through the crowd of students flowing around them. When he stopped in front of her, he asked, "What is it?"

Blinking her eyes in surprise, Gwen asked, "What do you-"

"You were staring at me, and I want to know why," Morales explained.

Gwen mouthed, "Oh…" as she recalled him catching her staring and said, "I was just… curious about you. That's all. I don't think I saw you last year."

Sighing, Morales asked, "Alright, who put you up to this? Allan?"

Confused, Gwen answered, "No one put me up to anything. I just… didn't recognize you, and I thought it was interesting."

Morales gave her a suspicious look, clearly not believing her, then sternly said, "I'm not interesting. There's nothing special about me. I don't do interviews. I don't do questions. I don't do friends. So stay away from me, got it?"

Not waiting for an answer, Morales then walked past Gwen carelessly, and by the time she turned around to watch him go, he had already disappeared into the crowd. Still, what he had said stuck with her. He wasn't special? One of the last things Peter told her was that he had just wanted to be special. And what interviews was Morales talking about? What was he hiding, and why did he assume that she wanted him to talk about it?

And… no friends. She hadn't been trying to be his friend, but she knew what it was like to not have any. In the end, him telling her to stay away from him only made Gwen more determined to learn whatever she could about this Mr. Morales. And if nothing else, she would have something for Gwen Stacy to work on when she wasn't being Spider-Woman.

Miles POV

Not one day into the new school year, Miles already had someone snooping into his business. That Ms. Stacy… she was more observant than most people in this school, which could be dangerous for him as he now had more to hide than ever before.

It didn't help that he felt oddly drawn to her himself. When he'd told her to stay away from him, he'd done it almost more for his own sake than for hers. His uncle used to advise him that "smart girls is where it's at", which may explain why Miles had developed a certain attraction towards the more intelligent females. After all, he figured that if he had a crush on someone, he'd want them to have their own brain and not just fall all over the first person to approach them. And Ms. Stacy was a perfect combination of pretty and smart, the only one that had noticed something off about him despite having never met him before.

Not that he had any sort of crush on Ms. Stacy, of course. That "smart girls" advice his uncle had given him was old, from before his dad had died. Now that he was going to be the Prowler, he didn't have time for things like romantic interests. He had his mom to take care of, and also his uncle, and a whole lot of other people in his community that needed someone looking out for them.

His thoughts drifted to his after-school plans for the day. When his Uncle Aaron had determined that Miles' new suit would take longer to create than planned, he'd insisted that Miles come by his apartment later tonight to try on the finished product and show him how it looked. After he had the suit and the gear worked out, Miles would finally be the Prowler. After that, it would just be a matter of using his new tools and his months of experience and training to do what his uncle had done for years.

Miles was quickly making his way back to his dorm room, keeping his eyes glued to the ground in front of himself, when suddenly someone appeared directly in his path, nearly making him run into them before he managed to stop himself. Looking up to stare them in the eyes, Miles was surprised to find that same Stacy girl from earlier standing in front of him, aggressively shoving a hand out towards him.

Evidently, she hadn't felt particularly inclined to listen to his warning for her to stay away from him. However, though he was annoyed, he had to admit that it was pretty impressive that she had managed to follow him without him noticing, sneaking up on him like a ghost.

Holding her outstretched hand up to his face, probably just making sure that he had no excuse not to take it, Stacy said, "I think that maybe we got off on the wrong foot. Gwen Stacy."

Narrowing his eyes at her, Miles reached up to take her hand and shook it once firmly before releasing it and insincerely said, "Nice to meet you."

He then tried to walk around to her right, but she sidestepped so that she was in front of him once again and asked, "And you are?"

"Supposed to be somewhere else," Miles answered sarcastically, then once again tried to step around her, this time to her left, but she stepped into his path one final time and suddenly glared at him as she sternly said, "Look, I don't normally do this. Going out of my way to talk to people, I mean. But I told you my name. Could you at least tell me yours?"

Sighing deeply, Miles responded, "Look, my name is Miles Morales, alright? Now, can I go? Or do you want my middle name too?"

Smirking at him, Gwen said, "Well, I mean, I wouldn't object if you really wanted to tell me- Hey, wait up!" She'd broken off as Miles immediately got fed up with her humor and walked right past her, swiftly ducking under her arm to go past her before she could even react.

A moment later, however, Gwen fell in line by his side and began to walk with him, still trying to talk to him while he did his best to ignore her. "You nearly lost me back there. You're pretty fast. And quiet, too. Like, seriously, you barely talk at all. That's fine. I don't talk much either. Usually. Other times, I talk quite a lot. Some people even say that I talk too much. Can you believe that? Anyway, Miles, where are we going?"

Finally snapping, Miles turned to her and said, "You want the truth? I am going to sneak out to my uncle's place and grab something I left behind, something important, and you're not coming with me. You got that?"

Gwen seemed surprised by his outburst for a moment, but then her expression turned to one of determination as she said, "Alright. The school's head of security will try to stop you. I'll distract him, you sneak out your bedroom window."

And just like that, Gwen turned in the direction of the security office and began to make her way towards it like a woman on a mission, but Miles hurriedly reached out to grab her shoulder, stopping her, and asked, "Wait, Gwen, what are you talking about? What are you doing?"

Seeming confused by the question, Gwen repeated slowly, "I'm going to distract the security guard while you head out your dorm room's window."

Miles just stared at her for a moment, mentally trying to reassure himself that she had said what he'd thought he heard. When he finally managed it, he scowled and said, "I didn't ask for help."

"And yet I offered it anyway," Gwen added for him with a mischievous wink, then turned once again and walked swiftly down the hall towards the security room before Miles could protest any further.

As he watched her go, Miles remained frozen in place for a few seconds before his body seemed to remember that he had somewhere to be and automatically began to continue walking back to his dorm room. His mind, however, was still far away from his current objective, too distracted to act on any level above his subconscious.

This Gwen Stacy, what was her problem? He'd barely said anything to each other during this single day where they'd first met, yet she seemed completely determined to talk to him. He didn't understand how he had repeatedly failed to scare her off. He thought that he'd made it perfectly clear that he wasn't interested in being her friend or sharing any part of his life story with her.

Yet, she hadn't really asked for either of those things when she'd cornered him in the halls after school, had she? She just wanted to introduce herself and also get his own… Oh, no. Did he seriously tell her his name? Great, now she'd be impossible to get rid of. Miles oddly found himself feeling not-entirely-displeased at the thought, but easily passed it off as simple gratitude for the way that she had jumped in to help him with the guard.

That had been the strangest thing, when she had heard what he was planning on doing and instantly resolved to help him instead of trying to stop him or turn him in, and all without even asking for anything in return (at least, not yet). Even if he truly hadn't needed Gwen's help to sneak out of the building, it was still convenient to have, especially as she would increase the odds of him leaving the building without being noticed. Yes, that had to be the reason. She was useful to him. Unless he was indeed developing a small crush on her… But he couldn't do that. His new responsibilities had to come first. At the same time, though, he had to admit that he kind of enjoyed seeing that this girl had a rebellious side…

Despite his attempts at rationalizing Gwen's actions and his own resulting behavior, Miles continued to be distracted throughout his whole trip to his uncle's apartment. He remained lost in thought as he changed clothes in his dorm room, out of his school uniform and into casual clothes topped off by a dark green jacket with purple inner lining and a hood, climbed out his bedroom window to avoid being seen by anyone, and walked through the streets down to his uncle's apartment before climbing the fire escape to enter through his window like he had done many times before.

When he entered, however, he found the apartment darkened, all the lights switched off. Uncle Aaron usually liked to stay up late at night. He didn't require much sleep. It was one of his natural habits, and it had helped him to do a lot of work as the Prowler for several years. Every time Miles had visited his uncle late at night in the past, he would usually find him just hanging out, watching a movie, hitting his punching bag, listening to music, or numerous other things.

Miles usually only ever found the apartment darkened when his uncle wasn't home, meaning that he was probably at work or "out of town", which Miles now knew were both excuses for him to be out being the Prowler. Miles quietly slid his way into the apartment through the window, looking around through the shadows curiously, wondering if maybe Uncle Aaron had somehow been forced to leave his apartment for some reason. He wouldn't have left voluntarily, not when he was expecting Miles to arrive shortly, and Miles was right on time, having come here right after school just as his uncle had told him to.

Miles nearly jumped with surprise when a deep voice suddenly spoke from near the wall, saying, "You gotta work on your discretion, Miles." A small lamp in the corner was turned on, revealing Uncle Aaron sitting on his couch with his Prowler mask on and his arm draped over the back of the couch, easily reclining against the firm, red leather.

In the darkness, only the white eye slits in the mask had been just barely visible, yet small enough that Miles hadn't recognized them for what they were. With the light on, he could see the full mask covering the entirety of his uncle's face, mostly just a solid dark purple color except for the black, angular linings surrounding the glowing white eye slits, though the purple mask contrasted very strangely with the white t-shirt that his uncle wore.

Uncle Aaron stood up from the couch and used his good arm to pull off his mask before he continued, "Lucky for you, your mask's gonna help you see in the dark. Infrared too, when you want it, along with a few other scan options. You ready to try it on?"

Miles answered with a nod, and Aaron nodded back with satisfaction before saying, "Well, I've been looking forward to seeing it. It's all in the other room, right where you left it, so put it on, then come back out here and show me. And I'm gonna have a few more things to give you when you get back, so don't take too long."

Excitedly, Miles rushed over into his uncle's bedroom, where Miles had left his developing costume after working on it late last night. Uncle Aaron had slept on his couch last night to avoid having any part of the suit revealed to him before Miles was finished making it. Miles had finished most of the suit itself last night, but one particular part had been more tricky, requiring delicate programming, and he'd had to leave it to finish automatically overnight. Miles quickly stripped off his current clothes and began to don the pieces of his new costume.

The first layer of clothing was a pair of long, black pants with a couple of pairs of large pockets on the sides and a black shirt with the Prowler logo drawn in a bright magenta across the chest, partially covered at the bottom by a strap that ran just underneath his pectoral muscles. In place of the purple that his uncle had always preferred, Miles had decided to combine the purple with his much-loved red coloring to create the brighter color of magenta, which would help to make his own look more distinctive.

Next was a custom-made, open, black leather jacket with a large collar that was cut into five wide spikes around his neck, the three in the back slightly longer than the two in the front and black on the outside of the collar but magenta on the inside. The sleeves were rolled up just slightly while the elbows were covered with protective pads and the jacket was held in place by a leather harness that was worn over his back and housed a pair of long daggers.

Finally, Miles picked up the last piece of the costume, the part that he'd needed to program overnight: a small, rectangular box with a number of tiny, purple dots along the internal circuitry. Miles reached up and attached the box onto the back of his head, wincing slightly as several small needles on the back of the device stabbed into his skin, then used a nearby mirror to ensure that the device was effectively hidden beneath his hair, flattening it all down to make it look natural.

Once Miles was satisfied with the device's position, he squared his shoulders and walked confidently back to the room where his uncle was still waiting. As Miles entered the room in his new outfit, he found Uncle Aaron hunched over something on his kitchen table, wearing welding goggles as his non-injured arm worked on something, sparks shooting into the air as he went.

Even though Miles made barely any noise as he entered, Aaron seemed to immediately recognize his returning presence and turned around in his seat while pulling his goggles off. He looked Miles up and down and whistled, saying, "Wow, Miles. A whole new style."

"Gotta be me," Miles said with a smirk.

Nodding, Aaron agreed, "Yeah, you do. But, uh, one small problem. Where's the mask?"

Miles' grin only got wider at that, having anticipated this moment, and mentally ordered, Mask on. With that simple thought from its wearer, the lights in the device on the back of Miles' began to glow brightly for a second before the sides opened and automatically unfolded numerous plates of overlaid metal and glass.

The plates wrapped themselves perfectly around Miles' head, pulling his long braids up to rest safely inside the plating of the device before connecting to one another from both sides of Miles' face over the center of his face, hiding his identity behind a darkened screen. Then, with another thought from its wearer, glowing lights appeared on the face of the screen to reveal the same eye shapes that his Uncle Aaron's mask had, except that now the white eye slits were lined with glowing magenta surrounded by black instead of black surrounded by purple.

Miles had also added two air filters to the mask, resting down by the bottom of the mask and lined with magenta LED lights. These filters would allow him to easily pass through any smoke or gasses without being bothered. Besides, they just added extra distinction to the mask, making the whole thing look even cooler.

At this unexpected sight, Uncle Aaron stood up from his chair with wide eyes and just stared in amazement for a minute. Then, he shook his head and chuckled, "And you thought you couldn't be the Prowler. You've already got the 'dramatic' thing down. Now, all that's left is for me to give you a few gifts."

Uncle Aaron walked over to his couch and picked up what appeared to be a shoebox from off of it. He then carried it over to Miles and handed it to him before saying, "Come on. Open it up."

Miles immediately did as ordered. Admittedly, he hadn't expected to find actual shoes inside this shoebox, but that was exactly what it was. Inside the box rested a brand-new pair of Nikes. While that was a nice gift, Miles couldn't help but be somewhat let down. His uncle usually liked to give more exotic gifts, and he'd expected something far more… unusual, especially when Miles was currently wearing relatively new Nikes already. In fact, looking down at his own shoes, Miles realized that this new pair was exactly the same as the pair he had on, except that the colors had been changed, the white to black and the red to a dark purple.

Still, trying to show that he wasn't ungrateful, Miles quickly retracted his mask with a thought and said, "Uh, thanks, man! I mean, these shoes are darker than the ones I have on, they'll help me sneak around better."

Chuckling, Uncle Aaron said, "You really think that's all there is to these shoes? You're a smart kid, Miles, but you got a lot to learn."

Uncle Aaron then lifted one of the shoes out of the box and turned it around so that the bottom of the shoe was facing Miles, and Miles' eyes widened as he noticed two glowing purple lights on the bottom of the shoe, one in the front and another towards the back.

"These shoes are like my suit's boots, Miles," Aaron explained to his nephew. "These purple emitters are anti-grav projectors. They'll let you move dozens of times faster, run on walls, jump large distances, even make midair jumps for a limited time, almost like flying. And since I put them in these Jordans, you'll be able to wear them at any time during the day. Not to mention, I lined the soles with some vibranium I took from an old job. I didn't have much, but it's enough to make these shoes completely vibration-absorbent, meaning ultra-soft landings and no noise."

Raising an eyebrow, Miles joked, "No noise, huh? So, you're saying that they're… sneak-ers?"

Uncle Aaron looked down with a sigh and said, "I don't know why I didn't expect you to say something like that when given state-of-the-art tech. Anyway, why don't you try them on? I'm gonna finish what I was working on, and then I got one more thing to give you."

Miles nodded his acceptance and took the shoes before going over to the couch while Uncle Aaron returned to his project on the table. He removed his current pair of shoes from his feet and put on the new ones before standing up to see how they felt. To his pleasure, they were every bit as comfortable and supportive as regular Jordans, yet he could also feel a tremendous amount of power just waiting beneath his feet, almost urging him to get moving and never need to stop. While training with his uncle, he'd been allowed to use his uncle's anti-grav boots on occasion, but these new shoes felt infinitely more comfortable and sturdy, fitting him just right while also being flexible.

While he continued to admire his new shoes, Miles suddenly heard his uncle call out, "Miles, catch!"

Looking up, Miles quickly noticed the small piece of metal flying towards him, and with his trained reflexes, he reached out like a striking viper to grab it out of the air with one hand before looking down at it and realizing what it was. It was a metal gauntlet with clawed fingers and glowing purple rods shining around the wrist inside a protective shell. It was an exact copy of one of his uncle's Prowler gauntlets, but slightly smaller and slimmer.

With a look of surprise at his uncle, who was wearing a look of deep pride, Miles instinctively placed the gauntlet on his opposite hand and immediately felt a connection to it. It fit him perfectly, and he pulled his fingers in one by one to make a fist with the gauntlet and heard the power coils lowly hum with charged-up energy. He then flicked his fingers outward as he'd seen his uncle do with his own gauntlet many times, and the claws at the ends of his fingers snapped out, extending slightly further until they were long and sharp enough that they could easily shred through solid steel.

He then looked back up at his uncle once again, and Aaron gave him a smirk before he tossed a second gauntlet to Miles, which he also caught and slipped onto his opposite hand, feeling the locking mechanism automatically close around his wrist and connect the device to his bodily reflexes. As he now closed both hands into fists, Miles heard his uncle say, "They have all the same functions as my gauntlets, along with a few new ideas I thought to add. I'll let you figure them out. But how do you feel about trying out your new toys tonight?"

Miles looked up at his uncle with determination and just silently willed his mask back on. Understanding his gesture of willingness, Aaron nodded his satisfaction and continued, "I have your first job. The first thing that the new Prowler is going to do is finish what the old one couldn't."

Miles didn't respond, just stared ahead in silent determination. His months of training had all amounted to this, the night that the Prowler was reborn, stronger than ever before.

A/N: I know that the wait's been long, but I seem to have less and less time to write these days. Still, I'll update this story as often as I can. I know that this chapter didn't feature any action, but it was to introduce Miles and Gwen to one another, and the next one will introduce Spider-Woman to the new Prowler. Speaking of, the popular vote was for me to make this story a romance, so be ready for that! Leave a comment if you enjoyed or have questions or suggestions, and thanks for reading!