Prologue

Earth 616 – New York City, several years ago…

Mary Jane Watson ran as fast as she could after the black-suited Spider-Man, her fiancé Peter Benjamin Parker. "Peter!" She cried, "You have to stop this! This isn't you!"

He swung on a black webline toward her then flipped toward her. Long slimy tendrils extended from his back and caught him before lowering him to his feet before her. "Hi, MJ," Peter growled through the black flesh-like mask with two large, white, demonic-looking eyes.

The suit was completely black, almost flesh-like with a large white spider-shaped mark on his chest, with legs that extended around his side and across his shoulders.

"Peter, please, stop this. This isn't you…" She begged. "You're right. It's not. We're better," Spider-Man sneered.

She took a hesitant step back, "Please, come back to me, before it's too late…"

"We're so much better this way, MJ, can't you see?" Spider-Man said, holding out his arms and slowly extending several tendrils from his back and sides. "We are evolution. We are the future. We can heal the world." He tilted his head when he saw the fear in her green eyes, "We love you, MJ. We'll burn this world for you… and with these new powers… imagine what fun we'd have together…"

"Oh, that's enough of that," Otto Octavius shouted. "CONNORS, NOW!"

"What?" Spider-Man took a step back as his spider-sense exploded but not fast enough to get away from supersonic sound blasters hitting him at all angles. "AAAAAAHHHH!"

"Don't hurt Peter!" Mary Jane cried, stepping away from the tendrils lashing out from the monster holding her Peter Parker hostage.

"YOU BETRAYED ME, MARY?!" the beast cried out in a demonic version of her Peter's voice.

Eventually, the fleshy suit began to melt away, revealing visage of Peter Parker underneath.

"Itsssss working, Otto!" The lizard-like Dr. Curt Connors said as he operated the sound blasters. "Get him!"

"Things I do for you, you pain in my ass, Parker!" Dr. Octavius said, extending one of his four mechanical arms and latching on to the trembling young man, then jerked him free of the black suit. Immediately, the suit transformed into a ravaging slime and tendril monster, lashing around in rage and pain.

The two shoulder arms of Dr. Octavius shifted and transformed into a type of cannon, "This has one shot with enough kick to theoretically crack reality. Think that would do the trick, Parker?" Otto asked the unconscious Peter. "Great, peer review completed. Time for the first test." He smirked as he turned his attention back to the slime monster. "Say hello to my little friend."

A massive blast launched from the tip of the cannon and engulphed the suit-monster, causing it and the surrounding floor and wall to glitch a moment before it seemed to implode in on itself.

"Ha! Science wins again, eh, Parker?" Otto said, handing the unconscious, naked Parker to Mary Jane, "Put some pants on him or something. No one wants to see that."

"At leassssst we never have to seeee that black sssssuit again," Connors said, offering his ripped lab coat to MJ to cover Peter's modesty. "Allsssssss well that endssssss well, right?"

"When he wakes up, let him know the truce is over," Otto and Connors started to walk away from the couple. "He owes us at least a couple days' slack. Tell him that."

Unknown to anyone, the remains of the black substance floated away from the 616 Universe listlessly through the borderless multiverse. It would heal, and it would be back … somehow… someway… it would be back…

DARK SIDE OF THE SPIDER-VERSE

Chapter 1: My Armor

Miles Morales fidgeted in his seat, adjusting his tie. "Happy Birthday to me…" Miles sighed, looking at the time on his goober wrist device.

'Any news?' a message came through from Gwen Stacy, Spider-Woman and his girlfriend for the last several months.

'Still waiting to be called in,' He typed back, 'What if they didn't like it?'

'Peni said it was brilliant, and that they'd be stupid not to pass you with flying colors. Relax, bae. You're good.'

After becoming Spider-Man, stopping Kingpin, being hunted by every other Spider-Man in existence, including his to-be girlfriend and mentor, dying from injuries taking on the leader of the Spider-Society and the Spot, being brought back by said to-be girlfriend, dying again taking on the literal devil, to say nothing of the typical day to day insanity that came with being Spider-Man, having a theses evaluated by the board of directors of VISIONS Academy should be a walk in the park. But the young hero couldn't shake the weight of this.

Not only did this determine if he'd be able to be accepted in the college he'd chosen, but it would determine the length of his course. If the thesis passes, then his Quantum Physics courses would transfer as dual high school/college credits and allow him to finish even quicker. It was all in the hands of the men and women behind the door he was staring at. And no spider-powers would be able to get him through this. In fact, he couldn't tell if it was just nerves or if his spider-sense was lowkey telling him to run away.

'You sure we can't meet up later?' Miles typed a new message to her. 'It's my birthday, remember?'

'Of course, I remember, and I'm so so so sorry!' she responded, 'Jessica has me doing a ton of paperwork that I have to have done tonight. But this weekend, I'm all yours. XOXO' Miles smiled at that.

"Mr. Morales?" His eyes glanced up to see Mrs. C. Weber, his guidance counselor, holding the door. "It's time."

"T-Thank you…" Miles nodded, standing up and adjusting his tie and sports coat.

"Relax, your future, while challenging, is going to be bright," Mrs. Weber said oddly.

"What?" Miles glanced to the older woman.

"What?" she asked curiously. "You don't have all day, Mr. Morales." She said, leading him in and letting the door shut behind them.

An hour later, Spider-Man launched himself from the rooftop of VISIONS Academy, swinging his way toward home, clutching the review of his thesis under his arm.

He made it to his bedroom window without any delays or troubles, which was very rare these days. Usually there's at least one mugger or car robbery. "Slow day in Harlem," Miles guessed.

He quickly changed out of his suit and put on his jersey, jeans, and Jordans, looked at himself in the mirror, took a deep breath and prepared to give his mom and dad the news. He just hoped she had at least made his favorite meal for his birthday.

He opened the door and narrowed his eyes at the fact all the lights were off. Suddenly, they all came on, and he almost jumped out of his skin at the shout of "SURPRISE! HAPPY BIRTHDAY!"

Miles managed to take in the balloons, decorations, food, cake, presents, his parents, Ganke, and the Spider-Gang before he felt a body slam into his and a pair of thin arms circle his neck. "Happy Birthday, My Armor," Gwen Stacy grinned, kissing him quickly on the lips.

"Mi amor," Miles grinned hugging her back, "You're getting closer, babe."

Gwen slid to the side but still held on to his arm to give his parents room to move in to give him a big hug. "There's my big 18-year-old!" Rio gushed as she and Jeff hugged both teens.

She quickly reached up and adjusted his hair with her fingers, "Mom!" Miles hissed.

"Shh, Mijo, I'll finish getting the food ready to eat. You say hi to your friends," Rio grinned, "Mija, don't let him slide out. No Spider-Manning today."

The first to come up was no surprise to Miles, his old mentor, Peter B Parker, as always with Mayday strapped to his chest. What was a surprise was how Gwen gripped his arm and gave an unreadable glare toward the older Wallcrawler.

"Happy birthday, kid!" Peter said, throwing an arm around him, and both noticed Gwen dodged to not be included in the hug.

"Thanks, Pete!" Miles grinned as he hugged his mentor back, then turned his attention to the happy, curly-haired baby in the carrier. "Thank you, too, Mayday," He gently took one of her little hands, making her coo and giggle.

"And like your mom just said, don't worry about the town. Your mom and dad are gonna keep an eye on Mayday while I keep a watch on the town for you tonight." He said, giving an exaggerated wink.

This raised an eyebrow from Miles, but he shook off the thought as the chips and salsa grabbed his mentor's attention.

"You ok, Bae?" Miles asked as Gwen hugged his arm. She gave him a smile.

"I'm fine, Miles. This is your day!"

After greeting his friends, Rio called the group together around the table. "Before we do anything, first I wanted to thank you all for the surprise…" he said, giving Gwen a quick squeeze. "And second… I'm sure mom has already told you that I was turning in my thesis in quantum physics for my final grade. VISIONS also gives college credits if I complete certain things, including turning in a thesis. If I make an 80 or above, it means that my courses in Physics can transfer to Princeton when I start next year…"

All eyes were on him, and Gwen squeezed his arms as they waited with bated breath. "Well… I made a 100, so guess I won't have to go to college as long…" He grinned as cheering in English and Spanish (and attempted Spanish on Gwen's part) broke out.

The evening broke out in a roar of laughter and conversation. Rio smiled brightly at her son and his girlfriend who was glued to his side. They had been through so much for being so young. A little over a year ago, she wouldn't even consider what she had set up, but they needed each other. Just a night where there weren't his parents or her father, no Spider-Society, no Spider-Man, no Spider-Woman, just Miles and Gwen. The most important thing is she trusted her son, and she trusted that young woman beside him. They were responsible, and if anything were to happen, they would be safe. The determined and loving look in the girl's blue eyes told her she wouldn't do anything to hurt him again.

"You ok, Mom?" Miles asked, noticing her stare.

"I'm fine, just lost in thought, Mijo. Are you enjoying your party?" She smiled as she approached the couple.

Miles nodded, and Rio turned to the blond, "And you, Mija,"

"See… S… Si, Mamá Morales," Gwen managed, making Rio and Miles beam at her.

"Hey!" Miles put his arm around her and squeezed.

"I am so proud of you, Mija!" Rio smiled brightly.

"I've been practicing," She said proudly, hugging Miles back.

As the meal was eaten and presents opened, the party began to come to an end. The others slowly began to leave to return home, apart from Gwen, who was helping him and his parents clean, and Peter who stepped out suited up for patrol. To Miles' surprise, he wasn't in his usual red-and-blue garb but a copy of his own black-and-red suit. "Pete?"

"No point in confusing people. I know your Peter had the same suit as me. So, for tonight I'll be playing you."

"Don't you think folks will notice you're a bit taller and… rounder, bro?" Miles smirked.

"Ah, not if I move fast enough," Peter said, pulling his mask on. "Hey! I've lost a lot of weight, thank you so much. The gut just wants to hang on a little… but it's not as bad as it used to be!" He found a mirror and looked at himself, "It's not as bad as it used to be, is it?"

"You look fine, Pete," Miles laughed, "Right, Gwen?" He asked, but she just shrugged and went to help Rio.

"I dunno what's up…" Miles frowned.

"I got a hunch, Kid," Peter said, and Miles could hear the frown through the mask. "Don't think she's quite got over… everything Miguel, Jess and I … agreed to concerning you." Peter shrugged, "She's pretty tense with Jessica, too. Miguel… it's just weird. He's like a totally different person, but she still watches him like a hawk."

"Thank for the fine dinner and awesome party, Madam Morales!" Peter said, moving toward the window. "And thanks for keeping an eye on Mayday for me!"

"My pleasure, thank you again for helping Miles," Rio smiled as she cradled the sleeping toddler. She waved as Peter climbed out the window and took off swinging into the city.

"Mijo," Rio spoke up, gaining Miles' attention as he picked up random trash around the dining room and living room. "Once we finish cleaning up, your father and I are going to take May on a ride in his squad car for a few hours."

Miles stopped what he was doing and looked at his mother curiously. "What are you up to?"

"Nothing, Mijo," Rio said, looking lovingly at the little redhead in her arms, "You probably don't remember, but when you were little, you always loved to ride in your papa's police car. It was the only way to get you to sleep some nights."

"So, still set on Princeton, Son?" Jeff asked, sweeping the floor.

"Yeah, still focused on Quantum Physics. I'd really like to study how the Multiverse works, maybe even find a way to get around the decay so no one glitches out without one of these things," he said motioning to his wrist. "Still gonna work on my art, though. There's also a Visual Arts program, so I'm going to take a few there as a minor."

"Good, that'd make your ol' Uncle Aaron happy," Jeff said with a sad smile. "He always loved your tags, son, always knew you'd be going places." He walked up and placed a hand on his son's shoulder. "You really are the best of us, son. I'm proud of you." Jeff glanced to the kitchen where Gwen was doing the dishes, "Got you a fine lady, too. Probably why you're looking at getting rid of the glitches, huh?"

"Dad!" Miles hissed, "Maybe a little…" He flushed and glanced away.

"Speaking of… Yo, Emo?" Jeff called, and Gwen glanced back from her task.

"Yes, Captain?" She replied playfully.

"Now that you both are graduated, what are you planning on for college?" He asked, and she stiffened a moment.

She came over and leaned on the counter but avoided meeting any of their eyes. "About that…" She said, "Still working things out because… the thing is…" She swallowed hard, "I didn't… actually … graduate…"

"What?" Miles gasped, as both parents turned to her in surprise.

"It's not like I didn't want to." Gwen hugged herself. "When Dad… tried to arrest me… I kind of became a Multiversal refugee… least that's what some of the Spiders in the Society called me. I was… afraid to go back and try because Dad knew who I was. By the time I made it back and made things right with him, it was over a year since I was home. So, just still trying to figure out what I even can do right now."

Before Miles or Rio could respond, Jeff moved closer to the blond and placed a hand on her shoulder. "You got this, Emo," He smiled. "You figured out how to save my boy, twice, three times? I've lost count. If you can do that, I'm sure you'll figure something out. And we'll help where we can, too."

"Thank you," Gwen smiled, tears forming in her eyes before she impulsively hugged the taller man.

"Ok, enough of that," Jeff gave her a quick hug back. "Don't want anyone thinking I've gone soft on you, Emo."

"Secret's safe with me, Captain." Gwen giggled as she pulled away.

"Come, Mi Amor," Rio said, moving past Jeff to stand by Gwen. "Care to get my coat?"

"A coat? Have you seen the temperature out…" He saw her glare. "Right. Better safe than sorry." He turned and went to the closet grumbling.

Gwen blinked when Rio slid a box into her hand. Her eyes widened when she saw what it was. "Better safe than sorry," she smiled knowingly. "Just be safe, Mija."

"I still get the feeling you're up to something, but… be careful." Miles kissed his mother's cheek.

"You as well, Mijo," Rio said as her husband joined her and Mayday. "Have a good night…"

"You know what they're up to, Gwen?" Miles asked, glancing to his girlfriend who was flushing while looking at something in her hands. She quickly hid it and shook her head. "I… may have a figured it out, but nothing you need to worry about, Miles…" Gwen smiled softly. "I'm going to go to the restroom. BRB, babe…" She said, moving to the restroom situated by his bedroom.

"Who knows…" He shrugged, making another pass to make sure they had cleaned everything up. Once he was satisfied, he went to look for Gwen.

He found the bathroom door open, but his bedroom door was now closed. "Gwen?" He asked, knocking on the door.

"Hey, come in, Miles." Her muffled voice spoke through the door.

Miles opened the door and entered, glancing around the room for her. He jumped back slightly when something flicked him in the face.

He caught the object in his hands, and it took him a moment to realize what it was: a little pink thong.

"G-Gwen?" He finally found her seated on the bed, wearing nothing but his Spider-Man costume top. Though it was spandex and clung in certain spots, it was still stretched to his bigger frame, so it hung mostly loosely.

She flashed him a shy smile as she pulled down the top to cover herself, "Happy Birthday, Spider-Man."

"Your top is a little big on me, isn't it?" she asked, trying to ignore the heat in her cheeks.

"Is this… I mean… are … is this what I'm thinking…" He stammered while still staring at her.

She answered by holding out a hand to him. "Gwen… Are you sure? I don't want to pressure you or make you think you gotta do anything, cause I…"

"Miles, I'm the one next to naked in your bed," Gwen smiled softly, "I think this is more your call right now."

Miles stared at her hand a moment before he took a deep breath and placed his in hers. She gently pulled him down. His heart was racing as she rose just enough to start kissing him. For a few awkward moments, kissing was all they did, before her hands started to explore and begin tugging at his clothes.

The kissing became more heated, as Gwen rolled them in the bed, so she'd be halfway on top of them. She smiled into their kisses as she felt his own hands begin to explore.

Miles was in heaven. It was a dream come true to have Gwen, the real Gwen in his arms. The scent of perfume filled his nose, and the taste of the salsa she had eaten during the party flooded his mouth. To say this felt good was an understatement as Gwen tugged off his shirt and began kissing down his jaw and neck, on down to his chest.

It felt amazing. He hadn't felt like this since…

Miles glanced down, and for a moment he could have sworn her eyes were red instead of blue, and the reaction was instant.

With a deep gasp, he began crawling away from her and pressed his back against the wall.

"Miles? Miles, what's wrong?" She asked, worried she had done something wrong.

"I'm sorry, I'm sorry," Miles hid his face in his hands. "Wasn't you, I promise, Gwen, it's nothing… just give me a second."

"It's not nothing, Miles; tell me what's wrong…" she said, crawling up and turning to sit beside him, "we promised, no more secrets… talk to me, babe… please…"

"You didn't do anything wrong, I promise," Miles shook his head and glanced at her, feeling relief at seeing her crystal blues shining with concern. "I… this is so stupid…"

"It's not stupid." She took his hand in hers. "Talk to me…"

"For a second… I thought you were…"

he couldn't face her. "Her…" Gwen whispered in a mix of remorse and anger. "I'm sorry… I'm sorry she used my face to hurt you."

"It wasn't you, Gwen…" He squeezed her hand.

"Yes, it was. It was my wish… my deal that caused all that…" Gwen felt tears form in her eyes. "He did that to hurt me… and you got hurt in the process… more so than me…"

"I'll get better, I promise…" Miles said, squeezing her hand. "Just give me a few minutes, and we can try again…"

"I don't care about doing that. I care about you," Gwen replied. "We're not ready for that yet."

"But you wanted…" Miles turned to her as she crawled out of bed and moved to gather her clothes.

"It doesn't matter what I want," Gwen replied, her clothes draped over her arm. She got closer and gently kissed his forehead. "Miles, if you're not ready, I'm not ready. When we're both ready to do this… it's going to be magic." She touched his cheek with her free hand. "It'll happen when it's time. I'm not worried about it."

"I…" Miles swallowed hard, "Thank you, Gwen. You know I love you, right?"

"And I love you. Don't worry, just try to rest… I'll take the couch," she said and looked thoughtful for a moment. Then, she placed her thong on his night table. "Just keep that as a reminder of what's coming when you're ready for it."

She went to the bathroom and took a cold shower before she changed back into her clothes. When she made it back to the living room, she found that the couch was made up with Miles' own pillow and a blanket, along with a note simply saying, 'I'm sorry'.

She smiled fondly at it before going to his closed bedroom door. "Goodnight, Miles, I love you," she said through the door before going back to the couch and climbing under the blanket. She curled up on the couch and took a deep breath, smelling his scent from the pillow and began to drift off to sleep, hoping for sweet dreams of her love.

Gwen walked into the gymnasium in her pink dress and leather jacket. "Miles?" She asked, looking around, "Miles, where are you?"

She felt her spider-sense trigger, and she jumped out of the way right as a massive Black Lizard with a white Spider on its chest burst through the wall and began attacking people at random.

She was instantly in her Spider-Woman costume and took to the air, swinging around the gym. "HEY! BIG GUY!" She shouted, getting the white-eyed lizard's attention. "Pick on someone your own size!" She said as she landed on the wall and began to fire webbing at the monster.

The monster opened its mouth and let a long, demonic-looking tongue loll out as it ripped through her webs and began to rush her. "I gotta stop this thing before someone gets hurt…" She said, landing on the floor before it.

As it approached, she stared into its black face and white eyes and leapt forward, throwing all her enhanced strength into the uppercut.

The blow connected, and the monster flew backwards, hitting a support beam. It fell to the ground unconscious and began to shrink into a human teenaged boy. Before she could do anything, the side of the gym collapsed on top of him, and all she could do was scream his name. "MILES!"

She ran, repeatedly screaming his name as she began to dig him out. Finally, she lifted the last piece of rubble to find him half buried.

"Gwen…" he breathed glancing to her. She looked him over and could see by his face he was injured, but his body was hidden by an almost flesh-like black suit with a large white Spider symbol on his chest, with its top legs going across his shoulders and bottom going around his side.

She stood up and simply stared as her mask seemed to fall away.

"This is it, Gwen," Jessica Drew said from her right.

"This is your Canon Event," Miguel O'Hara said from her left, in his full costume.

"You know what you have to do," they said in unison.

She lifted a high-tech rifle she had in her hand and aimed it at Miles. "Gwen… You know I love you, right?" He whispered. Her only response was to pull the trigger.

Gwen sat up on the couch, screaming at the top of her lungs.

"Gwen!" Her terrified blue eyes, struggled to adjust to the sudden brightness from Miles turning on the light. "Gwen, are you ok?"

She couldn't speak, she only grabbed ahold of him and clung to him for dear life.

"You're ok… you're ok…" She repeated into his chest.

"Gwen, what's wrong?" Now it was Miles' turn to care for his girlfriend, like she had helped with his panic attack earlier.

"Don't… don't worry… just a bad dream…" Gwen said, still holding on tight.

"Must have been a hell of a bad dream…" Miles said, shifting slightly so he could hold her but be more comfortable. "Talk about it?" he asked, giving her the same look she gave him when she had reminded him of the no secrets pact earlier.

"I was … it was what happened to Peter again…" Gwen whispered against his chest. "When you had to stop the Lizard…" Miles nodded. "But… it was different… the Lizard looked different. And when it changed back… it was…"

"Take your time, mi amor," Miles rubbed her back softly.

"It was you, Miles…" Gwen whispered. "And then… and then Miguel and Jess were there… they said… this was a Canon Event…" She closed her eyes tight, "And then I killed you…"

"It was just a dream, Gwen," Miles soothed as he held her in his arms. "See? I'm right here… listen to my heartbeat… you're right there at it, right?" She nodded and closed her eyes and focused on the steady rhythm of his heart.

"There's… there's still something I haven't told you, Miles…" "Know we said no more secrets, babe, but …" Miles whispered, stroking her hair soothingly, "you don't have to until you're ready…"

"The reason I gave in and agreed with them… the reason I wasn't going to ever see you again…" Gwen began to softly cry against his chest. "This was why. It came back in the dream. They said I'd have to see you one more time eventually." She closed her eyes, bracing herself. "They showed it to me. We'd fight… and then… then I'd have to kill you. That was one of my canon events. That's why… that's why I said Spider-Man and Gwen Stacy never ends well. They showed me we weren't an exception…"

"But we are, Gwen," Miles bent down slightly and kissed her forehead. "We are an exception. We've broken the Canon before. We'll do it again if we gotta. And I've already died before, right? Maybe that'll have already satisfied the prereqs."

"And 'sides," He smiled somewhat playfully, "I died twice so far and walked it off. If I gotta, I'll do it again."

"That's not funny!" She sat up and swatted his chest. "I know we've broken the Canon Events with our dads. And since then, I hadn't given this one any thought til recently. It just seems to keep… popping back up in my dreams."

"Maybe it'll not even come about. Try not to worry, mi amor," Miles soothed, "but if it does… we'll face it like we did with Dad. And we'll beat it. If we're together, nothing can stop us."

Gwen laid her head against his chest again and wrapped her arms around his waist. "Would you… stay with me… if you're ok with it… I don't want to…"

"I'm not gonna freak out over cuddles, baby. Scooch over and let me lay down," he said, and she moved so he could lay with his back against the back of the couch, once he was settled, she laid with her back to his chest and let him wrap her up in his arms. "Goodnight, Gwen."

"Goodnight," Gwen wiggled to get as close to him as she could. Miles simply smiled and kissed the back of her head softly, and Gwen would never tell him off key, he sang softly in her ear. "I will be… all you want… and get m'self together, cause you keep me from fallin' apart…"

She laced her fingers with his and pulled his hand up over her heart. "My Armor…"

To Be Continued…