Chapter 3

Gwen POV

"And today's top story, a piece of valuable technology was stolen from a Roxxon Corporation warehouse last night. But that's not the interesting part. The interesting part is that the technology, a developing clean energy source, had nearly been stolen the previous night as well, so it was under heavy guard by the PDNY, yet none of our City's Finest even caught a glimpse of the thief during the robbery.

"Now, this level of stealth requires a very specific skill set, so I think we all know who the culprit is, right? This was clearly the work of the public menace that we all know and loathe, the Spider-Woman! In fact, Captain George Stacy of the PDNY publicly announced that Spider-Woman was confirmed present at the robbery attempt two nights ago. You heard it here first, folks!"

It didn't take long for Gwen to grow tired of hearing Jameson's ranting on the news, the sound coming from a student's phone at the table right behind her. She'd sat here for breakfast today specifically to discreetly listen in on this morning's breaking news after she'd noticed a small group of students gathered around a single cell phone and watching the Daily Bugle's latest story. Now, though, her fist was clenched so tightly with barely-concealed annoyance that she accidentally snapped her plastic spoon in half.

She quickly looked around to see if she'd gotten anyone's attention before she reached down beneath the table and picked up the broken half of the spoon and set both halves on her breakfast tray. She'd lost her appetite anyway. She was just glad that it hadn't been a metal spoon, and she might have broken that too with how angry she felt right now.

Jameson blaming everything on her, she could handle. She had over a year's worth of experience with that paranoid old man using every opportunity to point fingers at Spider-Woman, regardless of how far-fetched his stories got. No, right now she felt angry at herself and at the Prowler. She was almost certain that the same thief from a couple nights ago had decided to return and finish the job last night, this time not setting off any alarms and allowing her to rush to the rescue.

She was annoyed at herself for letting Prowler get away, and for thinking that his injury would stop him from coming back to steal his prize. Now, she had no choice but to go after him, and late nights spent searching for a super-criminal that could rarely ever be seen didn't exactly sound enticing to her. She had homework to do, after all. But she hadn't been chosen for this school or saved the city multiple times by being a quitter, and she was determined to accomplish the task ahead of her regardless of how impossible it seemed.

She pushed her tray away and glumly began to plan for the task she would take on later tonight, but she was surprised when a voice in front of her asked, "Mind if I interrupt your brooding?"

She looked up and found Miles standing across the table from her, holding his own breakfast tray and looking down at her questioningly. She was so shocked by his apparent willingness to speak to her after their charged meetings yesterday that she didn't respond to his question. Either taking her silence as a positive response or simply not caring, Miles sat down across from her and began to eat his breakfast.

Watching him curiously, Gwen said, "I didn't think you'd want to sit by me."

Miles shrugged and swallowed a mouthful of his food before he responded, "You've got this… sort of aura around you, like you're telling everyone to 'Leave me alone!' Your table was empty except for you, and I… Well, I don't really like crowds."

Looking around, Gwen realized that he was right. The table was completely empty except for herself and Miles, even while all the other tables were practically full of students eating together. Apparently, she'd just gotten so used to being alone that she no longer even noticed when she was by herself.

Looking back at Miles, she asked, "And my 'aura' doesn't affect you?"

Miles looked up at her with surprise and answered, "Nah. I'm harder to intimidate than most people. Besides, I'm having a pretty good day so far."

Gwen quietly scoffed at that. When Miles noticed, he asked, "What? Not having such a great day yourself?"

Gwen knew she couldn't explain the truth of the situation to him, so she simply said, "It's just… this robbery last night. The news is saying Spider-Woman stole something from Roxxon. My dad was there, and she could've hurt him."

Almost seeming offended at the thought, Miles argued, "You don't really believe that, do you? That this 'Spider-Woman' was the thief last night? I mean, she wouldn't do anything like that, would she? Could she even pull off something as big as that?"

Gwen shrugged and said, "I'm sure my dad thinks she would. He's not exactly a fan. But I'm sure she could, if she wanted to. My dad told me that she's… pretty capable, even if she is a dangerous vigilante."

"You keep mentioning your father," Miles noted. "Has he, like, met her or something?"

"He's the captain of the PDNY," Gwen answered.

Nodding in understanding, Miles said, "Ah, right. Captain Stacy. My dad used to-"

His expression suddenly fell as he broke off mid-sentence, and Gwen abruptly figured out something about him in her mind. She recognized the darkness filling Miles' eyes. It was the look of someone that had lost someone close to them and still struggled to cope with it. A look that Gwen saw every time she looked in the mirror.

"Your dad died, didn't he?" she asked sympathetically. Miles glared up at her, but she pressed further, "That's why you took some time away from school last year. He was a cop?"

Miles started to breathe more heavily, and Gwen became slightly worried that she may have overstepped, but then Miles just firmly told her, "Don't pity me."

Looking down at the table, Gwen sadly said, "I won't. I know how it feels. My mother died when I was young. I never liked when people said that they were sorry."

Miles scowled at the table with apparent agreement and added, "Like their apology is supposed to make it better, easier or something. I mean, what are they even sorry for?"

They remained like that for a few minutes, both of them silently remembering their lost loved ones, until Miles finally sighed out, "Well, I guess you got what you wanted. You know my sob story. So much for my great day. Nice meeting you, Gwen Stacy."

He stood up from his seat and made to leave, leaving half of his breakfast untouched, but Gwen processed what he'd said and thought to herself, Wait. That can't be it. Did I really just want to dredge up his bad memories?

Ultimately, she decided that she couldn't possibly leave it at that and quickly said, "Miles, wait."

Miles had just grabbed his tray and begun to walk away, but at the sound of her voice, he looked down in a defeated sort of way and turned back around to face her one more time, looking at her expectantly, and that was when Gwen realized that she wasn't quite sure what she wanted to tell him.

She uncomfortably rubbed her hands together, contemplating her next words. The obvious thing to do here would be to offer to actually be his friend. It hadn't been her original plan, but now that she'd pried into his personal life and also unexpectedly offered up details about her own life to him in exchange, it almost seemed unavoidable, especially if she didn't want him to think that she'd just been after his story.

But could she even do such a thing? Have a friend again? Her last friend had gotten killed, and she'd vowed to never make another friend again, yet… She found something about Miles to be just so appealing. She could already tell that she truly was interested in him for more than just the secret he'd carried. And really, she was just so tired of being alone.

And her secret identity? She'd always been able to keep her secret from Peter… Or at least, she'd thought so. Right before his death, Peter revealed that he'd known who Spider-Woman was under the mask, though she didn't know for how long. But then again, Peter had known Gwen better than anyone, almost her whole life. Surely she would have an easier time keeping such a secret from Miles, who she'd only met yesterday. But could Miles take care of himself if her secret identity ever put him in danger? Giving him a quick look-over, she immediately decided that he could do so better than Peter ever had.

In the end, she realized that it all came down to one thing: Did she think that she could risk another friend dying, if it came to it? The hardest lesson she'd learned in her first year of Spider-ing was that even with all her powers, she couldn't always save everyone. More often than not, someone would get hurt. Was she willing to let Miles get close to her with the knowledge that her secrets could potentially put him in harm's way?

It was a tough decision, but Gwen finally thought she'd figured out a perfect compromise. She would take a risk with him as Gwen Stacy, but she wouldn't allow her life as Spider-Woman to become entangled with him.

Taking a deep breath, Gwen said, "Miles, I wasn't just trying to learn about whatever bad things happened to you. I don't do this often, because most people can't handle my… weird kind of friendship, but if you think you can, I'd like us to be friends."

Seeming hesitant, Miles nevertheless said, "Go on."

"We'd need to lay down some ground rules," Gwen began to explain, but suddenly Miles cut her off and said, "The first one is that you leave me alone when I tell you to. I don't like being forced to be social and sometimes I have work I need to do on my own. I'll honestly tell you when I need some alone time, but you've got to let me have it when I ask for it, got it?"

Gwen blinked in surprise. All of what he'd just said was… oddly in line with what Gwen had been about to say. This arrangement would actually work perfectly with her other life. Clearing her throat, Gwen responded, "Yeah, I got it. And… me too. I like my alone time as well. So… conditional friends?"

Miles looked her in the eyes for a few seconds, then simply reached down onto his tray and picked up his unused spoon before tossing it to her. As Gwen caught it, Miles told her, "Conditional friends. Try not to break that spoon. I don't have another spare for you."

And with that, he walked out of the cafeteria, throwing away the remaining contents of his tray and depositing it on a stack of other trays on the way out. Gwen watched him leave before she looked at the spoon in her hand, then back at her uneaten food tray sitting in front of her, and finally decided to dig in. Even if she still didn't have much of an appetite, she decided that she could probably still use some energy for the school day, along with the significantly more difficult task that she'd set for herself after school. Then again, she thought to herself, I doubt I'm going to do anything today that's harder than what I just did.

And indeed, it did feel like she'd just accomplished a miracle. Either that, or a really big mistake. Making another friend still felt as dangerous as ever, but maybe the fact that her friend was someone like Miles Morales, someone much more distant than Peter had been, would make it all okay. At least, that was the hope.

Line Break

At the end of school that day, Gwen was on her way back to her dorm room to change into her Spider-Woman persona when Miles' voice suddenly called out to her from down the hall, "Gwen!"

Remembering their new arrangement too late, Gwen quietly cursed to herself before turning around to face her new friend as he jogged up to her. He opened his mouth to speak, but she held up a hand to stop him and said, "Sorry, Miles, but that 'me time' we talked about? I actually need some of it right now. Whatever it is, you can tell me about it tomorrow morning."

Miles' words seemed to fail him for a moment before he confusedly said, "Actually, that's what I came to tell you about. I need some 'me time' myself."

They stared at each other in disbelief for a moment, then both began to laugh at the same time, mutually amused by the awkwardness of the situation. Or rather, she laughed while Miles smirked and made a small chuckling sound in the back of his throat, but it was still something special, considering that Gwen had never seen him even come close to smiling before this.

With a shock, Gwen realized that this was the first time she'd had a genuine laugh in several months, almost since Peter had died. Already, having a friend once again was getting her back into her old habits. Hopefully, that was a good thing.

When they eventually stopped laughing, Miles said, "I think we need a better way to stay in touch. Just so we're not chasing each other through the building to talk about this kind of stuff."

Gwen waved him off and said, "Hand me your phone, I'll give you my number."

Miles silently handed her his phone, and Gwen handed him hers. Gwen opened the phone in her hands before she began to put her number in his contacts while he put his number into her own phone. Then, just before she handed his phone back to him, she saw him receive a notification, and she instinctively read it quickly before she could stop herself.

Uncle A.: Oscorp has a new collapsible electrode riot shield. Pretty cool, huh?

Hearing his phone vibrate in Gwen's hand as it received the notification, Miles suddenly reached out and snatched the phone away from her and read the message himself before muttering, "Oh, man…"

Confused by Miles' behavior, Gwen said, "O…kay, then. Well, you have my number now, so…"

Looking up and seeming to realize that he had been rather rude just now, Miles quickly excused himself, "Sorry, Gwen, I just- It's my uncle. He's… kind of a tech nut. Oscorp's got this new project, and he's probably gonna want me to go try to look at it with him sometime."

Nodding in understanding, Gwen said, "It's fine, Miles. I just got kind of surprised when you jumped out to take your phone back. Anyway, you have my number now, so we can text each other anytime."

Handing Gwen's phone back to her, Miles added, "And you have my number too. And… one more thing." He looked down at the ground for a moment in hesitation, then looked back up to meet her eyes as he said, "Gwen, when you helped me yesterday, I wasn't expecting it, but I appreciated it anyway. So, I guess I just wanted to say… Thank you."

Gwen smiled at him and responded, "Happy to help, Miles. If you ever need me again, just ask."

With that said, Gwen turned and quickly walked back to her dorm while still trying her best to appear casual. While she was happy to talk to Miles, she still had to go after Prowler, and she'd already been here too long. Prowler could already be on the hunt for his next score, and Spider-Woman needed to be there to catch him.

Line Break

Gwen perched on top of a building's rooftop corner and sighed as she looked out over the enormous city. She knew what she needed to do, but if she was honest with herself, she had no idea how to do it. Her best chance of locating Prowler was to hope that he screwed up on one of his heists and got the PDNY's attention. It may not be a likely scenario, but it was the best she had to work with.

She'd brought her favorite stuffed penguin with her on this particular outing, and she held it up to her face and unzipped the back before reaching in and pulling out her stolen police radio. While this penguin usually stayed in her room at home and now belonged in her school dorm, Gwen usually had to keep the radio muted to prevent anyone from finding it, and now she'd needed to bring it along with her tonight so that she could listen in on police broadcasts.

She turned the knob on the top of the radio to turn on the sound, then stood up and walked back towards a line of rooftop vent boxes. She used her webs to create a small hammock for herself, then laid down on top of it to rest while keeping the penguin held against her chest, listening intently to any and all police signals that came over the radio. Her hammock swung back and forth soothingly in the breeze, yet Gwen couldn't allow herself to relax, unwilling to let herself get too comfortable with the ever-present need to be ready to go after Prowler as soon as she heard anything that sounded like it could be him.

As she waited, she heard a few reports of regular crimes happening, and while her instincts told her to intervene, she decided that she had more important things going on right now. Most of these other crimes were halfway across the city, and the police should be able to handle most of it. Even with all her powers, she couldn't be everywhere. If the police were there, it was probably for the best that she didn't distract them with her presence anyway, and definitely for the best that she took down a guy like Prowler instead, someone that the police couldn't possibly handle by themselves.

She waited for about half an hour after the sun had completely set before she sat up and told herself, "Alright, this is ridiculous."

She swung around her hammock, turning it into a thin, taut line with her momentum, then pressed down on it with her weight and slingshotted herself into the air and off the edge of the building, falling backwards towards the ground with her arms spread out to her sides to catch the wind. She fell headfirst for several dozen floors, the air whipping her hood around in her peripheral vision as her descent quickly accelerated, and shot a web line to catch herself at the very last second, swinging between two cars on the road below, her feet just a few inches from the ground.

She loved doing things like this. While her job usually wasn't all that great, she never got tired of all the daring feats she was able to accomplish with her powers.

She swung over the roads of New York City, which were always crowded with traffic, even this late at night, and landed on top of a passing public transit bus before laying down once more on her back. She laid her stuffed penguin on the metal surface next to her, and while it continued to report useless information, Gwen looked up at the city skyline, already bored and losing hope for this evening.

Then, as fate would have it, the bus drove underneath the famed Oscorp Tower, the company name running down the side of the wall in enormous letters. However, Gwen noticed something wrong with this image. She'd snuck into Oscorp at night once last year, and she'd been forced to deactivate security systems around the building in order to do so. One of those systems going down had turned off the orange glow that the building's logo was supposed to have, and that same glow was missing right now.

She could see Oscorp technicians getting into the power lines in the street beneath the building, probably trying to fix the problem, but while they worked, it was probably a safe bet that the security systems were currently offline. Then, Gwen's eyes widened as she remembered what she'd seen Miles' uncle text him about, that Oscorp had some fancy new technology in this building. Fancy enough to get a certain someone's attention, perhaps? After all, the first time Gwen had fought the Prowler, he'd been stealing experimental technology.

Gwen decided that it was at least worth a closer look. She grabbed her stuffed penguin and threw it towards the Oscorp Tower's exterior wall, then shot a web to stick it to the surface. She then fired a web line up towards the top of the building and quietly said, "Thanks for the tip, Miles," as she pulled herself to the building to sneak her way in.

Miles POV

Scanning the room for his target with his mask's inbuilt visors, Miles mentally thanked Uncle Aaron's genius engineering feats. While Miles had been expected to build all of his own equipment to use as the Prowler, he had done so with technology provided to him by his uncle, and built it with the skills that his uncle had taught him. And all the work he'd had to personally put in to create his new identity only meant that he felt even closer to it, knowing his suit's functions inside and out.

His gaze finally landed on one particular Oscorp project, which looked to him like it was simply a pile of overlapping plates and coils, but his mask automatically outlined the device in red, identifying it as the piece of technology that Miles was here for.

He stepped forward and reached for the device with one of his clawed hands, but suddenly he heard a small thwip sound, and a second later, the device was covered in a thin layer of white, glistening threads, like hundreds of spiders had decided to suddenly stick the device to the table. From behind himself, the same place he'd seen the webbing come from, Miles heard a voice say, "Sorry, but I don't think that belongs to you!"

Miles slowly turned around to face the speaker, his eyes narrowing in apprehension, and for the first time saw the famed Spider-Woman, crouched on top of a desk on her toes. Her suit was mostly black from the chest down, save only for cyan-blue ballet slippers on her feet, and mostly white from the chest up. The arms of her costume were entirely white except for the insides of the elbows, which were pink with a cyan design over the top, like a net or, more likely, a spider's web. The same design filled the inside of the white hood that the Spider-Woman wore over her mask, which was entirely white except for a thin lining of dark pink around the reflective eye lenses, which shifted to show a look of confusion when she saw him.

"Uh, okay," she said hesitantly, "Well, definitely Prowler, but not Prowler. Um, hey, bud! Love the new look! It kinda makes you look… smaller, but that's alright. Looks like your arm is healing well, so that's good, right?"

The reminder of what this Spider-Woman had done to his uncle caused a pit of rage to erupt within Miles, and he glared at her furiously before he activated the emitters on his shoes and sprung towards her. The walls around Miles blurred as he flew towards his target at incredible speed, barely giving her time to widen her eyes before Miles crashed into her. Miles had never really done single combat before this, but he was pleased to immediately find himself winning, mostly due to the training that his uncle had given him as well as his Prowler equipment helping to assist with all of those things.

Strike fast, strike hard.

Miles crashed into Spider-Woman with all of his body weight, then immediately followed up with a punch aimed at her chest. She moved swiftly, redirecting his punch to barely miss her, but he then charged up his gauntlet and attacked her once again before she could recover, his gauntlet overpowering her grip and allowing him to swat her aside like she weighed nothing, sending her crashing through the laboratory's interior window.

Don't give your enemy a chance to move.

With his shoes still powered up, Miles ran after Spider-Woman before she even hit the ground, then launched into the air and reared back a fist to punch her into the ground. She saw this move coming, however, and as soon as her back landed on the floor, she leapt into a backwards handspring, getting out of his way just in time as his fist cracked the floor where her head had been a moment earlier.

However, while she was still completing her dodge, Miles landed on the ground and instantly launched forward once again, knocking her aside bodily once more as he hit her in midair. This time, she crashed through two walls, the first drywall and the second glass, and fell into the building's massive stairwell.

Take everything they got, and throw it back twice as hard.

As Spider-Woman fell once again, this time into the marble-and-glass stairwell going all the way to the ground, 96 floors below, Miles immediately leapt after her through the hole in the wall, not at all afraid of the fall, his clawed hands extended towards her.

This time, however, Spider-Woman seemed to have finally recovered enough to fight back, and she angled her body so that she was looking up at Miles and repeatedly shot small bursts of webbing from her wrists. Unfortunately for her, Miles' reflexes were up to the task of defending from her attacks, and he clawed his way through all of her webbing and shot into her, grabbing her by one of the wrists and forcefully throwing her downward. She fell two stories before she landed on one of the stairways hard enough to crack the marble with her body, then just lay there groaning in agony.

Make 'em stay down.

Still not done with the Spider-Woman even if she did appear beaten, Miles angled his body in midair so that he was upright, then fell down to land right on top of Spider-Woman's midriff. When he landed on her, his shoes emitted a blast of energy that pushed her body right through the marble stairs and made them both fall down below. In midair, Miles grabbed Spider-Woman by the front of her neck with one of his hands, then angled his body sideways and launched them over to another wall before shoving Spider-Woman face-first through the glass to let them both onto the 52nd floor. Dropping to the ground, Miles hit the floor running, dragging Spider-Woman along with him, and held her out in front of himself as he crashed through one wall, then another, then another, allowing the spider-themed vigilante's body to take the brunt of every impact.

Finally, he was forced to stop as he shoved Spider-Woman into a reinforced wall that refused to break under this level of strain, but he still slammed her body into the wall hard enough to dent it and held her there. He then held up his free hand and extended the claws on it to appear more intimidating, then told her, "I'm not the Prowler you knew."

Spider-Woman, whose suit was now largely destroyed, torn in numerous places including a large tear in her mask that revealed part of her mouth, coughed and said, "Yeah, I kinda put that together."

Beneath his own mask, Miles scowled. Even in this state, Spider-Woman was joking? As annoying as it was, he had to admit that it was rather admirable.

"Unlike the other Prowler, I can and will permanently end you," Miles threatened further, trying to get a better reaction out of the masked girl.

Looking him directly in the eyes, Spider-Woman questioned, "Yeah? Then why aren't you doing it?"

Miles opened his mouth to respond, but then closed it as he processed her question. Why shouldn't he kill her? She hurt Uncle Aaron, maybe put an end to his uncle's days as the Prowler entirely. Now, she'd attempted to attack Miles as well. Now that he'd turned the tables on her and placed her at his mercy, what was stopping him from killing her?

Staring at her and seeing blood coming from many places all over her face and body, he realized that she was far more injured than she was letting on. Now, granted, it was a miracle that she was alive after the beating he'd placed on her, but he may have slightly overestimated her level of invulnerability, and he decided that this wasn't what he'd signed up for. He became the Prowler to help people, not to get revenge on the person that hurt his uncle. And he'd already more than avenged his uncle's injury during this fight anyway.

Holding Spider-Woman more firmly against the wall, raising her off of her feet, Miles told her, "A little girl like you isn't worth my time. But if you ever interfere in my business again…"

Miles charged up his free gauntlet and slammed it against the reinforced wall right next to Spider-Woman's head, hitting it so hard that the wall gave way and opened up a hole in the side of the building, allowing Miles to hold Spider-Woman out in empty air, more than fifty stories above the ground, and making his point clear without another word. He then turned and threw Spider-Woman to the floor and walked silently past her fallen form. Now that this wannabe heroine was dealt with, he still had to retrieve his prize.

Gwen POV

Ow.

Ow.

Ow.

Every small movement is pure torture, but Gwen knows what's coming, and she knows that she has to get out of here. She knows that this new Prowler is probably stealing whatever technology he came here for right now, but she also knows that she's in no condition to stop him, annoying as it is to admit. She knows that she messed up, that she underestimated this guy even more than she did the first Prowler, and she knows that she's now paying a much heavier price than she did then as a result.

She knows that the destruction in the building will bring the police here soon. She knows that her dad will be leading the charge. She knows that he'll try to arrest Spider-Woman if he finds her, her numerous injuries only making his job easier.

And she knows that she's gonna need a lot of concealer in school tomorrow, even with her powers accelerating the healing process.

She took a beating tonight, and she's going to have to find a way to deal with the mess she made, but first she needs to work on getting out of here alive. Luckily, Gwen was left lying next to a big hole in the wall, so all she has to do is crawl out onto the wall and-

Ow!

Okay, not easy, but possible. Just small movements. Slowly but surely, she can get away from here without being spotted… After she crawls down to the bottom of the building to get her penguin.

Of course I left my penguin down there, Gwen thinks to herself. Now I just have to climb down a building, stealthily grab my penguin off the side of the building, then climb back up the building, swing around the city, get back to my dorm, change clothes and hide my suit, and try to fall asleep through all this excruciating pain… All without the police or school security guards seeing me.

The very thought of it is enough to make her consider calling Miles for help, but she quickly dismisses the thought. They'd only officially become friends today, after all, and she doesn't know how he would take to finding out that she's Spider-Woman on Day 1, assuming that she even wanted to share such a thing with him… Which she didn't. She promised herself to keep Miles away from this part of her life.

Besides, what could he do to help her? He doesn't have his own car and probably doesn't even know how to drive (it is New York, after all), so he couldn't pick her up. Maybe he could try to distract the police, but probably wouldn't have much success. He was probably already asleep anyway.

But that's besides the point. Miles is Gwen's friend, not Spider-Woman's, and she didn't plan on that changing anytime soon, so she just needs to get out of here by herself.

Yet she'd already decided on her next move. In Gwen's experience, the most important part of being Spider-Woman is that she never stays down, no matter how many times she gets hit. So she already determined that as soon as she's back to full strength, her priority is gonna go right back to chasing down this new Prowler.

He surprised her this time, but Spider-Woman isn't going to stop until she finally has him caught in her web.