Bright amber eyes snapped open as theirs breathed deeply, only to cough from the dusty air of the rubble. Looking around, Andrew discovered that he was lying on the floor of the room.

Andrew started to move, he needed to find Spider-man, the spider-themed hero was his only way out of here. Passing some rubble and entering a clearing, he stopped when he saw the Green Goblin's still hand sticking out from under a pile of metal and concrete that must have weighed at least two tons, probably more.

And not far away was Spider-man.

"Oh shit." Andrew sighed before running over to the hero and kneeling beside him, pulling some debris off of him. "Wow, hey, are you okay?"

Spider-man weakly turned his head. One of the lenses in his mask had shattered, revealing a bright blue eye behind the mask.

"Yeah, I'm fine. Just resting for a bit, that's all." He said.

"Can you stand?" Asked Andrew, looking over the hero's battered form. It didn't look like it was going to be okay.

"Yeah." Spider-man chuckled weakly. "Yeah, I always get up." But then he released a few low, irregular coughs. "Oh, coughing is probably not a good sign."

Hearing a voice in the distance, Andrew's gaze abruptly shifted in his direction and his concern grew when he saw the light of a flashlight appear not far away.

"Oh name." He muttered. With Spider-man down, it was just him.

Spider-man grabbed Andrew's shoulder.

"Look, kid, we need to team up. We don't have much time." He said as he placed a flash drive in the teenager's hand. "This backup key is the only way to stop the Collider. Go up to that panel on the ceiling, use that key, push the button and blow it up. You'll have to hide your face, kid. Don't tell anyone who you are, okay?" He grabbed the teenager's shoulder again. "No one can know, he has everyone in his pocket."

"What? But I...?" Said Andrew only able to stare at Spider-man, dumbfounded.

"If he turns the machine back on, everything you know will disappear." Spider-man insisted. "Your family, your friends, everyone. Everyone. Promise me you'll do it."

Seeing a glimpse of his eyes behind the mask, the conviction in his tone, Andrew nodded shakily.

"Yeah...I promise." He whispered. "I promise."

"Good. Now go ahead and destroy the Collider." Said Spider-man around another cough, waving the teenager away. "I'll join you. Everything will be fine, you'll see."

As he watched the teenager leave, climbing over the rubble, the hero let his head fall back onto the rubble behind him. He felt bad about lying to the kid.

Reaching the top of what was once a metal frame, Andrew looked up at the panel revealed on the ceiling. How the hell was he going to get up there? When he heard more voices, he crouched behind a piece of concrete, spotting a tall man, a scientist, a Vulture, and a guy with albino skin and hair. Tombstone?

The big man then turned back to Spider-man, with the Vulture and Tombstone following him.

"I'd like to say it's good to see you, Spider-man." Said the tall bald man in a drawl. "But that would be a lie."

"Hi, Kingpin." Spider-man grumbled. "How's business?"

"It's blowing up, hey hey." Chuckled the Kingpin.

He then reached out and grabbed the hero's mask, pulling it off.

"You can't do that." Spider-man sighed as his face was revealed. Something that made Andrew look on, stunned as he saw the identity of the New York superhero. "Look, Fisk, your project, it could open a black hole under Brooklyn, it's not worth the risk."

The Kingpin scoffed as he leaned in.

"It's not always about the money, Spider-man." He said.

The Vulture stepped forward, brandishing his wings, determined to use his razor-sharp feathers to silence the spider-themed hero.

"Don't you want to know what I saw in there?" Spider-man asked, piquing the Kingpin's curiosity.

The Kingpin frowned, using his large arm to block the Vulture's path.

"Wait." He said.

"I know what you're trying to do." Declared Spider-man. "It won't work, Fisk... they're gone. You can't bring them back."

The Kingpin looked at the man for a moment, before raising his fists and slamming them into Spider-man's chest with a loud roar. Andrew could only gasp as he witnessed Spider-man's death, rooted to the spot.

"It was all a dream, wasn't it?" He thought in shock.

Spider-man could not be dead. He fought Kraven the hunter, Shocker, Mysterio, the lizard and always came out on top, always saving the day. He couldn't go out like that...

But before he knew it, a hand slipped around his mouth. He prepared to resist the person holding him, but stopped when he heard a familiar voice.

"Andrew, it's me..." Said the voice of Wanda behind him.

Realizing it was her, he turned his head but had a double take when he saw what she was wearing. A black, white and pink outfit with teal ballerinas, overall her outfit looked like Spider-man's costume although she had a hood over hers and her mask was in her other hand.

"Wanda?" He murmured after withdrawing his hand. "What are you-"

"Explanations will have to wait." She answered, lowering her eyes and suppressing a grimace. "Look, we can't stay here, okay? We have to go.

"But what about Spider-man?" He protested.

"I'm sorry, Andrew." She said, shaking her head as she pulled on his shoulder. "But we have to go, they'll kill us if they find us here."

Biting his lip as emotions swirled inside him, he took one last look at Spider-man's corpse, as the Kingpin, Vulture and Tombstone were already gone. He looked at Wanda's insistent gaze and nodded.

"Good, now hold on tight." She warned before weaving a web and grabbing him by the shoulders. As if he weighed the weight of a feather, she easily swung herself in the direction of the entrance to the room's subway, bypassing all the debris.

Once in the maintenance tunnel, the two of them moved quickly through it, intending to put as much space between them and Fisk's facility as possible.

"Wait, wait." Said Wanda as they approached the entrance to the maintenance tunnel, heading for a pipe. "I've hidden a bag here and I need to change before I get to the public area." Pulling her backpack from its hiding place, she looked at him. "Can you keep an eye out, please?"

"Sure." He nodded before directing his eyes to the tunnel behind them.

A few moments later, Wanda spoke again.

"That's it, I'm done." She said.

Andrew looked at her, she had changed into her Visions Academy uniform. Her backpack was hanging over her shoulder, her costume probably hidden in there. "We should get back to the academy." She said as she adjusted the strap on her shoulder. "We can talk there."

He nodded before they both headed for the nearby subway station, though Andrew kept glancing back, just in case the Kingpin or his goons arrived. That or a subway train. But neither came, and they wordlessly boarded a train that would take them in the direction they were going.

The whole trip was somberly silent, not a word spoken between them as they sat next to each other on the subway train. But Andrew was okay with that, he didn't want to talk now. And honestly, what he really wanted to do was go home, pull the covers over his head and pray that this was all just a terrible, horrible nightmare.

And honestly, if it wasn't for Wanda, he was sure he would have wandered aimlessly. She was the one who pushed him when they had to get off at a stop, and pulled him into their next subway. Even when they got to the Visions neighborhood, he was content to follow her. Sometimes he could feel her staring at him sometimes, or at least he thought she was. Honestly, his gaze was on the ground almost all the time.

And before he knew it, he was in Wanda's dorm. Though he noted that it was dark now. How long had he been in this room?

"You can sit wherever you want." Said Wanda as she closed the door behind them and sat on the edge of the bottom bunk bed provided by the academy. Though he remained standing in the middle of the room. "You want to talk about it?"

"What is there to talk about?" He answered in a husky voice.

"Andrew." She said placing a hand on his arm. "You just watched a man die, you saw Spider-man die." Faced with his persistent silence, she decided to get up to grab him by the shoulders and force him to look at her. "Look, I know what it's like to see someone die, okay? I know how bad you must feel and trust me, this is not something you want to deal with alone."

"So what, I'm just supposed to get over it and talk about it like it never happened, Wanda?" He spat, but Wanda's expression remained unchanged.

"No." Said she shaking her head as she pulled her arms from his shoulders, lowering them to her sides. "You're going to have to learn to live with this. But on that note, I realize we should make some proper introductions."

"Wait what?" Andrew asked, frowning, his confusion revealed.

"My name." she sighed. "My real name is Gwen, Gwen Stacy. And I know this may sound weird, but I'm from another dimension." She waited for his reaction, even if he was in a funk, he would at least show some surprise if only to think she was crazy.

"Yeah, with what just happened to me, the existence of the multiverse doesn't even surprise me." Said Andrew.

"Oh." Said Gwen. After a moment, she shook her head. "Anyway, in my dimension, I was bitten by a radioactive spider, and for the past two years, I've been the one and only Ghost-Spider. I joined a group, saved my dad but... I couldn't I don't save my best friend, Peter Parker, so I started saving everyone else."

Letting out a sigh, she returned to sit on her bed, though this time Andrew followed her and sat next to her.

"And then one day, this weird thing happened." She continued. "And I mean, really weird. I was blown away last week, literally. I landed in New York, but not my New York. My spidey sense, that feeling I usually get when I'm in danger, told me to head to Visions Academy. I didn't know why until I met you."

"Me? Why?" Andrew asked with a frown.

"I think you can help me get home to my dimension. I saw what you could do in the room." She answered.

"Honestly, it would be a stretch to call him my friend, I only met him today." He said with a shrug.

This made Gwen laugh as she shook her head. Well, at least he was adapting to the situation.

Andrew stood up to stretch for a second, he accidentally did the Spider-man hand position. A web quickly escaped from his wrist, landing on a wall.

The surprise could be seen on the faces of Gwen and Andrew. They understood that he now had Spider-man's powers, but seeing him weave a web was still surprising.

"How is that possible?" Asked Gwen, flabbergasted.

"Well, I have the same powers as you Spider-Man, so it's normal that I can weave webs, right?" Asked Andrew.

"I don't think that's part of Spider-Man's powers. At least I don't have it. I have to use a web launcher for that." Gwen explained.

"Okay. Anyway, I promise to get you back to your world. If Alchemax builds machines that can open interdimensional portals, then maybe we can sneak in, use it, and send you home before I blow up the machine." Andrew explained.

"Blow it up?" Gwen frowned.

"I made a promise to Spider-man." He nodded. "Blow up the Kingpin's machine to stop him from destroying my world. I intend to keep it."

Gwen could only nod in response. Before anyone could say another word, however, she grunted in pain as her very being felt torn apart. But to Andrew, it seemed like she was flashing several colors like something on a computer as she fell back onto her bed.

"What's the matter with you?" He asked.

He moved closer to her, but truth be told, he had no idea what to do to help her or if it was even possible for him to help her.

"Gwen, are you okay?" He asked worriedly.

"Ugh, yeah, I think so." Gwen grunted with a grimace, raising her hand to see if her body was still glowing. "That wasn't fun."

"Considering how much pain you were in, I'd be surprised if it was." Retorted Andrew with a frown.

This made her laugh reluctantly as she sat back down.

"Yeah, no kidding." She said.

"Are you sure you're okay?" He asked, still concerned, "It sounded like you were literally bugging out."

"Yeah, I'm fine." She answered, reluctantly nodding her head. "For now." She then frowned in contemplation. "As for what just happened to me, well, maybe since it's not my dimension, maybe yours is trying to correct that or something. Or maybe just being in a different dimension is bad for my health."

"All the more reason to do this quickly." Andrew added.

Gwen then remembered why she had followed Andrew before taking him back to the dormitory, he was now like her. She could help him train to be the next Spider-man of this Earth.

She glanced at the clock on her desk.

"Anyway, it's getting close to dinner time, so we should probably go to the cafeteria and get something to eat. I don't know about you, but I'm starving." She says.

That's when Andrew's stomach decided to make itself known and complain about missing lunch this afternoon.

"I'm no expert on the subject, but I think I am too." Said Andrew, unashamed of his situation.

Gwen tried to stifle her laughter, but a small laugh still managed to escape her before she put her fist in front of her mouth to prevent more from escaping. She managed to stifle her laughter completely, and she stood up from her bed and faced him, offering a hand to help him up.

"Come on, let's go to the cafeteria." She smiled at him. "If I remember correctly, it's pizza night tonight."

There better be one with sausage and coppa." He muttered, standing up.

Gwen raised an eyebrow at his choice of pizza toppings but saved that for later.

...A few minutes later...

When Andrew and Gwen entered the cafeteria, they noticed that almost everyone had their faces buried in their phones as a dark atmosphere enveloped the room, a few people making quiet mutterings to each other. What was going on? Pulling out her phone, Gwen's eyes widened at the notifications she saw.

Spider-man found dead.

Peter Parker, the man behind the Spider-man mask is found dead in Alchemax.

Someone made Spider-man's death public and she had no doubt that Fisk took advantage of it. As the city mourned, he used it as a message to anyone who was an enemy of Spider-man: "I killed Spider-man, I can kill you too." New York City now belonged to Fisk.

"Andrew, do you see this?" She asked.

The teenager did not answer.

At the silence, she frowned.

"Andrew?" She said, looking at him. She stopped when she saw his pale face as he stared wide-eyed at his phone screen. And his fear was perfectly clear for all to see. "Andrew?"

"Oh, hi, Andrew." Said a random student walking by. "By the way, your roommate was looking for you earlier, he seemed pretty frantic."

That's when it hit her, Andrew had gone to the nurse earlier in the day and had a day off and of course his roommate would have found out. And the guy probably panicked when he found the room empty with Andrew nowhere in sight.

"Ohhhh, shit." Andrew moaned pitifully. "I'm dead, I'm so dead. My mom is going to kill me."

"It can't be that bad, right?" Said Gwen with an uncertain smile.

Andrew tilted the screen of his phone in Gwen's direction, revealing over two hundred text messages. And a vast majority of them were from a contact on his phone: Mom.

"Andrew!" Said a voice close to them.

The two looked up to see Miles at the entrance to the cafeteria, looking rather haggard as he took a deep breath. Taking one more, he ran over to Andrew and grabbed him by the shoulders.

"Dude, where have you been?" Miles asked. "You didn't answer any of my texts or calls and when you were gone for over four hours, I panicked, man. Panicked! I had to text your mom, man."

"You didn't know about the texts until now?" Asked Gwen, raising an eyebrow at Andrew.

"I put my phone on silent this morning." He groans poignantly. "I didn't even realize it until now." He then looked frantically at Miles. "Man, I'm sorry I didn't answer, but my mom, how did she take it?"

"How do you think?" Answered Miles, looking at him in disbelief. "Everyone thought you were kidnapped or delirious from your headaches and maybe you ran into traffic, she even went to the police, my dad is out there looking. So imagine my surprise when someone said you were seen coming in the front door earlier. I had to warn your mom, she's on her way."

Andrew clutched the sides of his head in his hands.

"Okay, okay. I can get through this without being punished until the day I die, I can." He said.

"I'd say more like until the end of time. And you're sure about that?" Miles asked, looking at him doubtfully as he crossed his arms. That's when he noticed Gwen. "Oh, sorry, I didn't see you there. I'm Miles."

"Hi, I'm Gwen." She answered with a nod. "And I don't blame you given all the craziness so far. To be honest, I didn't think Andrew would draw this kind of heat."

"Look, I'm going to need your help, both of you, to keep my mom from killing me." Said Andrew as he looked at Miles and then at Gwen.

"What do you have in mind?" Asked Gwen, raising an eyebrow.

Quickly, he explained their plan.

"Dude, this isn't going to work." Said Miles, looking at his friend in disbelief, doubt etched on his face. "It won't work."

"It will work!" Andrew insisted. "Look, just help me do this, and I'll let you pick the topic for our next group project."

Miles' eyes narrowed.

"The next ten."

"Three."

"Eight."

"Five."

"Okay."

The two teens made a check to conclude.

Gwen rolled her eyes at the antics of the two friends, but considered Andrew's plan. As far as excuses go, it wasn't terrible, God knows how many lame ones she had to come out with when her two different lives as Ghost-Spider and Gwen Stacy overlapped. Seriously, it sucked sometimes. And Andrew's story had some truth in it, so it wasn't too much of a stretch.

"I'll help." She said with a shrug.

"Thanks." Said Andrew breathing a sigh of relief.

"But if Miles gets something in return, I want the same for myself." She asked.

He looked at her in disbelief as she returned his gaze with a sly smile, crossing her arms.

"Fine." He growled, not having time to argue. "What do you want?"

He needed her to say what she wanted quickly before her mother burst through the door like water through a broken dam. And no, it wasn't a comparison, he'd seen his mother do that before.

"Hmm." She hummed in thought, her finger tapping her chin, before deciding. "I'll let you know when the time comes."

He glared at her and let out an irritated groan before sighing in defeat.

"Fine." He agreed.

Miles looked at his friend in disbelief.

"What? All I get are the 'next art project decisions' while she gets a blank check? What the hell are you doing, man?" Asked Miles.

"Then you should have negotiated harder." Andrew sarcastically pointed out.

"She didn't even negotiate." Shouted Miles. "Are you sure you two aren't dating? Because that's quite a clue."

Andrew grunted as he buried his face in his hands to prevent anyone from seeing his blushing face. As Gwen looked away biting her lower lip, a light pink dusted the cheeks of her face. However, another word could not be put in as the front doors to the cafeteria were slammed shut by a pair of heeled boots, silencing everyone in the room.

Standing there was a middle-aged white woman, her long hair tied up in a bun with an elastic band holding it in place. It was Isabelle, Andrew's mother.

Her eyes scanned the room for a moment looking for Andrew, frowning when her eyes found him.

"Oh, shit..." Andrew groaned.

The room remained silent as the woman stepped forward, the only sound that could be heard was the clicking of her heels hitting the tiled floor. Her facial expression never changed even when she arrived to stand before her son. But it softened when she quickly wrapped her arms around him and brought him in for a hug. Everyone almost breathed a sigh of relief with the resumption of some conversations.

That is, until she hit Son's skull with the edge of her hand, the same way a karate master hits bricks, knocking him to the ground as he held his head in pain.

Despite the resistance Andrew had acquired along with his powers, it still hurt like hell.

Wincing, Andrew looked up at his mother as she stared at him. She took a deep breath before speaking.

"Where have you been?" She asked.

"Mom, listen..." Andrew began.

"There is no 'Mom' in it, young man. You were gone for almost five hours. At least! Do you know how worried I was when I got Miles' text? I had him contact his father so the police could go looking for you!" Interrupted the woman.

"I'm sorry, Mom. Really, I am, but I have a very good reason for not responding to the texts or calls I got from you or anyone else." Andrew explained.

Isabelle paused, one eyebrow raised and arms crossed. The universal sign for; I'm on hold.

"So, I woke up with this really bad headache, right? I had to go to the nurse and everything, Miles can back me up on that. My headaches were bad, really bad. I took naps all day because the pills that the nurse was prescribing made me sleepy and I remember getting out of the room to do something, honestly, I don't remember what. But I actually walked out of the school, probably during class since no one saw me walk out. And it was Gwen here, the girl I met the other day, who found me a few hours ago in town." Explained the teenager, still holding his skull.

Andrew's mother's gaze turned to Gwen, who looked at her like a deer caught in a pair of headlights. The teenager waved hesitantly with a nervous smile because honestly, she didn't know what else to do. Andrew's mother's eyes crinkled for a moment before she turned to look at her son again, beckoning him to continue.

"I was in and out, so she had me sit in a park until I could get my bearings so I could get back on campus. It wasn't until a few minutes later when Miles found me here in the cafeteria that I realized I'd been putting my phone on silent all this time so I could sleep through my naps. And again, I'm sorry, Mom. Really, really sorry."

His mother stared at him, looking for any sign of hesitation in his eyes. Taking a deep breath, she looked toward Miles.

"Did Andrew tell the truth? Did he have a headache this morning?" She asked.

"Mmhmm." Miles nodded, comfortable being honest. "He wasn't feeling well, Mrs. Bateman, he barely made it to bed. I offered him my bed for the day, but you know how stubborn he can be sometimes."

Andrew's mother rolled her eyes before sending a half-hearted look to her son, who had the decency to look sheepish. She then looked at Gwen, who stood a little straighter against the mother's gaze.

"And you must be Gwen. Thank you for taking care of my stupid, irresponsible son and I'm sorry you had to take care of him." She said.

"Uh, don't worry about it. It's a pleasure to meet you, by the way, Mrs. Bateman." Said Gwen offering a hand to shake in greeting.

Andrew's mother raised an eyebrow at the blonde teenager, considering her for a moment before she too raised her appropriate hand to shake his hand. And the thoughtful look continued, making Gwen a little uncomfortable, even as their hands dropped and fell to their respective sides. Even Miles and especially Andrew were starting to feel a little anxious at this point.

Finally, Andrew's mother smirked and looked away from Gwen, pushing Andrew's shoulder and whispering something in his ear.

"I like her. Keep her close, maybe she can keep her head on straight better than Beth ever could." She said

This caused Andrew to give her a bewildered look as he felt her face redden. This was the last thing he needed, his mother telling him about her ex while the girl he maybe/probably/more than likely loved was standing right there. He was just glad Gwen didn't hear what his mom was saying.

When he didn't respond, his mother rolled her eyes before giving him another hug. This lasted for a few moments before she stepped back and raised her hands to sign again.

"You won't be punished. This time. Since you have a very good reason, but if it ever happens again..." Said Isabelle.

Andrew nodded to show he understood.

"I promise it won't happen again." He said.

His mother sighed. Honestly, knowing her son, she wouldn't let it go if this kind of thing happened again. That's why she wanted her son to take after his father a little more than she did. She then turned to Miles and raised her hands.

"It was nice to see you again, Miles." Said Isabelle. "Say hello to your parents for me."

"Will do." Miles nodded.

His mother then turned to Gwen.

"And it was nice to meet you too, Gwen. And if you could, could you keep an eye on my troublesome son, I'd appreciate it. Apparently, you're the only one here who can. No offense, Miles." Said Isabelle.

Andrew protested at this statement, but his mother's fist on his skull quickly silenced him.

"No problem, ma'am." Said Miles as he waved his hand at her.

"I'll try." Said Gwen, suppressing a slight at the awkward situation for her friend.

Isabelle favored the blonde with a smile before looking at Andrew.

"I have to go back home, I love you." She said.

"I love you too, mom." He answered.

She gave him another hug before turning on her heels to leave.

"Well, that was something." Gwen remarked.

... With Andrew's mother...

Once the woman got into her car, she let out a big sigh of relief as she leaned back in the driver's seat, thanking God her son was safe. Letting out another sigh, she leaned back to look at a bag that was on the back seat of her car, its contents sticking out. A sword and a silver skull mask. Stuffing the items into the bag, she closed the bag completely before starting her car to leave.