Rise Of G-Morph And The Amazing Spider-Man by Amit Barabi:

Here is a summary for those who read this story on their phone's browser:

Eunice chooses Gwen Stacy as the successor of the Hero Of Heroes, Ben Tennyson. Please read and enjoy her origin as the heroine, G-Morph, and her ever-growing adventure with her arachnoid boyfriend, Spider-Man. This story is mainly based on the movies The Amazing Spider-Man and the Marvel Cinematic Universe, but it also has some original ideas. Peter and Gwen are pairing. I was inspired by The Incredible Muffin's My Alien Academia and Ben 10: Unlimited. This story was originally titled "Wristed Heroes." This is the first story of my big planned series, Amit's Cinematic Universe, or ACU for short.

Ben 10 does not belong to me. Spider-Man does not belong to me. My OCs and changes from canon do belong to me, and I will fight for this story.


Chapter 11: Spider-Man.

After a sleepless night, Peter skipped breakfast and went to school.

No one seemed to know what happened last night or care about the bags under his eyes or his sloppy walk. He opened his locker and prepared for his first class that day and hoped he could suppress his depression. He did not know if he could do it, but he could not help his aunt in his current state either, and if he had to break somewhere, it would better not be in front of her.

He knew how bad it was for her when he saw her trying to sleep on the couch instead of her room because she knew that her husband was not there and probably never would be.

The little sleep he got came with nightmares about the traumatizing moments from last night, the plane that carried his parents to their doom, and a strange creature with red eyes and tentacles that choked him and threatened Gwen. Despite the terrifying images clouding his mind in his nightmares, they made Peter trust Gwen's confident statement about Oscorp having nothing to do with them being attacked after making out in his bedroom.

'What did I learn from that Alie...?'

"Hey, Parker!" The voice of the last person Peter wanted to see broke his train of thought.

Peter shook his head to no one in particular, "Not today, Flash."

Eugene approached him and put a hand on Peter's shoulder, "Come on, man, I just want to talk."

Letting his rage guide him, even if just for less than a second, Peter grabbed Flash by his grey hoody and slammed him against one of the lockers, much to every student's shock. Many of them gasped at the sight.

Flash needed a moment to breathe normally and ignored how strong Peter must have been at that moment to lift him like that and keep him pinned against the locker, "It feels better, right?" He asked, "Your uncle got shot. I'm sorry. I get it."

Gwen finally found them just as Peter let Flash go gently, "I'm sorry… Okay?" Flash said again. He had more to say, but even though he was not the smartest, Eugene knew it was not the ideal time to tell Peter that his uncle did not blame him for the basketball incident.

"Don't let him go if he tries to reject you," Eunice requested of her friend as they connected the dots. Gwen's father told her that morning that someone had shot one of her schoolmates' uncle. She intended to support that student, whoever they might be. But now that she saw the confrontation between her boyfriend and his childhood bully, there was no place for doubt it was Peter's uncle who got shot.

Peter wiped his face from the tears with shaking hands and walked away from the bully, but before he could leave and hope to be alone, Gwen stood in his way. She wore a knee-length black dress under a dull purple coat and kept her hair down.

"Peter…" She blocked his way and gave him a supporting hug. The arachnoid teen did not return the hug and tried to walk away, but his girlfriend did not let him go and used all of her strength to maintain the embrace.

Peter could overpower her with ease, but he did not want to hurt her nor did he want to reject her kindness more than he wanted to be alone. She eventually let go and guided him wordlessly to a quiet spot where he sobbed and let her embrace him for several minutes until their first class. Thankfully, they shared that class, so Gwen could be there for him if he needed the support.


When Peter returned home, he found Doctor Connors waiting for him at his door.

"Hey," The doctor greeted with a sympathetic tone.

"Hi," Peter returned the gesture.

"Gwen called me and told me about your uncle, and I am sorry." He kept going, "Your father told me years ago that he worked at... as a craftsman?"

"Bridges," Peter corrected him, "He built bridges."

"Bridges are America's greatest builds," Curtis complimented sincerely, "When you are ready, you can return to the lab. You will always be welcome at Oscorp."

"I... need to get inside..."

"I think we can still save him," Connors claimed and showed Peter a mouse that he kept in his pocket with a green and shaky leg, "This is Fred. He was dying from dysfunctional lungs and had a missing leg. But with our experimental formula, his lungs are doing better and his leg grew back, albeit, it is fragile, even by mouse standards."

"Why are you showing me this?" Peter asked half hoping for a solution and half offended by the applications, 'Is he trying to manipulate me? Wait, who am I kidding? I deserve it.'

"I want you to know that I don't want you to lose another relative after what you went through," The one-armed doctor clarified, "We need to be better than our suffering."

The doctor gave him a supporting look and pat his shoulder. His desire to help was pure.

...

Peter entered his home and saw that his aunt was in a worse emotional and mental condition than she was that morning, he knew he had to act. He had figured out by now that Ben-T was either the shape-shifter who saved his uncle or associated with them. He also had something to do with Gwen and that Alie person who attacked them, but there was no reason to believe the two mysterious men were one and the same. He wrote down some notes in case he lost his memories again and hid his notes under his bed. Writing down some of his thoughts also cleared his mind a little, but with his lack of sleep and emotional state, it did not do much.

Ben-T had already saved Peter's uncle from a quick yet painful death and promised to do more, but he was still dying, and according to the doctors, any malfunction in their equipment could cost his uncle's life in minutes. There was nothing they could do, and he doubted that Ben-T could do much more, but maybe someone else he knew could help him.

He looked at his father's final notes for the equation needed for successful Cross-Species Genetics, copied it to a blank white page, put it in one pocket and a certain piece of clothing in his other, and rushed out of the house.


It started to get dark and cloudy.

On his way to Oscorp Tower, Peter passed through one of the paths from the maps Ben-T gave him and saw a man who looked like the scum who had shot his uncle. Without hesitation, Peter pulled a poorly made red mask out of his pocket and verged at the man. He made that mask the night before when he could not sleep while taking inspiration from a hobby he shared with his uncle, and after a day, he could no longer resist using it.

"Stay away from Joey!" The man yelled at a woman while pinning her against a wall, "Stay away from him!"

"Hey!" Peter shouted to get the man's attention while stepping closer and searching for a gun, "You like beating on girls? You like beating on old men?"

"Hey, pal..." The blonde man said calmly while striking a confused pose, "... Keep walking. You're in the wrong place. Just go home, take that stupid mask off, and leave me and my brother's stupid ex alone..."

"When were you in Queens?" Peter cut him out when he was at striking distance. When the man did not answer immediately, Peter pushed him while holding back, "I asked you a question!"

Instead of answering, the man drew his gun and attempted to aim it at Peter. However, Peter's Spider-Sense alerted him in advance, and he grabbed the man's wrist in a bone-cracking squeeze.

"Nicky, no!" The woman shouted.

"Is that the gun?!" Peter asked intimidatingly as the weapon fell to the floor, "Are you gonna shoot me, too?" Without waiting for another reply, Peter punched the guy repeatedly until he fell unconscious.

The woman screamed, which attracted twelve men who thought the lunatic in the mask was the bad guy to the area with improvised melee weapons. Peter took down two of them, but in less than 5 seconds, he was surrounded with his back against a wall. No ordinary man could escape that scenario unscathed. But Peter was no ordinary.

He jumped half the height of the wall he was pressed against, turned around, and climbed the rest of the way up. He barely had two minutes to think about his choices during the recent events by the time ten out of the twelve guys climbed up the emergency stairs and tried to fight him. He wished he had completed his web-shooters by now since they could be handy. He was stronger than all of them combined, but they had metal poles, knives, baseball bats, and broken glass bottles. The arachnoid meta-human had to focus on dodging the cutting weapons and let some of the blunt ones hit him while he knocked out whoever he could without killing them or causing permanent damage.

He eventually beat them all, but not without taking some damage. It would probably heal in a day or two, but it still hurt.

He jumped between the outer walls of two buildings until he was next to when the battle started and checked the first guy's wrist. The woman was long gone, and so did anyone else on the street. Why did it feel so familiar?

"No start tattoo..." Peter sighed.

"Of course, there is not!" Surprised, He turned around and saw a man in a black hoody with glowing blood-red eyes, "Some spiders are easy to trap when you lay the proper insects."

That aura of fear... Those eyes... They were the same as the ones from his nightmare. No, they were from his suppressed memories.

"You! I know you!" Peter glared at the man.

The man chuckled, "Finding you was easy, and I need something from you."

"How do you... I will never help you after you attacked me and sent someone to attack my girl!" Peter tried to sound intimidating, but the man's radiated fear aura barely let his statement sound determined.

"It was not a request!" Alien V charged at Peter while glowing red and transforming into his terrifying cybernetic squid form.

Peter barely jumped to the side in time when Alien V punched his metal fist through the cement road and failed to dodge when the shape-shifting monster pulled it out effortlessly and hit him with his elbow. If Peter wished he had a complete set of web-shooters before, he was desperate to have them now. He barely dodged most of Alien V's attacks, and those he was struck by would probably leave a mark by tomorrow. He tried to climb up a wall to escape, but Alien V grabbed him each time and slammed him on the floor.

He was out of breath, bruised, and feared losing his memories again when Alien V turned his arms into tentacles and snared him. He felt a familiar pain when the monster stared at him and squeezed him like a clamp with one tentacle slowly approaching his neck. As soon as the pressure started to apply to Peter's throat, Alien V's knee buckled against the wall as he stumbled to the side from someone's hit.

Peter fell to the floor as he saw a green blur hopping around until it struck the monster once again and revealed itself as a man-sized... grasshopper.

The grasshopper jumped next to Peter, and in an emerald flash, he was replaced by an orange kangaroo-looking creature in black leather pants right in time to take a hit for the teenager. Peter expected the kangaroo to be slammed into him and barely soften the hit from the squid monster, but instead, the kinetic energy from the punch was absorbed into the kangaroo with a glow emitting from his blood vessels through his clothes and fur.

The kangaroo smiled and spoke in an Australian accent, "Don't worry, Mate. No mate blunt their way through Kang-fu-roo!"

Alien V tried to grab Kang-fu-roo, but the Kangapian leaped and rolled backward in the air until he reached the second floor of the wall behind Peter and kicked it to counter his momentum and absorb more kinetic energy.

Shortly before he was at striking distance, Alien V threw a punch with his much larger limb. However, Kang-fu-ru rolled across the forearm, ran the rest of the way, and hit the top of Alien V's head with his tail, causing him to stumble back with a minor concussion.

Considering Alien V's choice of form and Ben's experience fighting a certain warlord from that species, Kang-fu-roo's normal attack should not have done much, but Ben earned the title of Omnimaster for more than just the name of his watch. The Kangapian had used one of the only schools of magic he could use effectively in most forms and was taught to him by his old friend, Rook Blonko. Renonnah Kai.

This mana-infused fighting style did not require any birth-based magic affinity, and therefore, was not very powerful and could be taught to anyone. Moreover, some species with natural agility and energy-storage-based strength could use it to great degrees and applications.

Kang-fu-roo was not done as he landed on his tail and got consumed by another flash of green light that replaced him with a red stingray, "Jetray!" The stingray shouted, "Get out of here and meet me in two days where you train. If you see anyone who looks like your guy until then, take them down. It is time for you to learn what you got into!" He never turned his gaze away from Alien V, and it proved to be the right call when the Chimerian got up only to get neuro-shocked by twin beams from Jetray's eyes.

Peter did as he was told by the strange shape-shifter and ran away. If these two freaks knew who he was, then it confirmed his new speculations about Ben-T and the man in black.


Gwen returned home with tears in her eyes. Her boyfriend was broken, and there was nothing she could do. None of her aliens was a healer, and she didn't have magic to solve this problem. Things got worse when she learned the shooter's identity and remembered how she had seen him several days beforehand and did not report her suspicions. She should have told her father as soon as she could. She should have stayed with Peter a little longer when he and his uncle argued. She should have stepped out of her comfort zone and been the hero Eunice and the Omnitrix saw.

"Are you okay?" Eunice asked, "I was trying to contact Ben as soon as we learned about that problem. He is a master of theoretical magic and has a weak spark to back it up, and this is before we count aliens with healing powers and advanced techno-magic healing items he tends to carry with him. If there is anyone I can trust to save your boyfriend's uncle, it would be Ben."

"Can you–? Can you unlock some of those aliens for me? Even for just one day so I could do something?" Gwen cried, "I can't watch Peter suffer like that! I lo- I care for him too much to let him blame himself for that thief's action!"

"Accept the things you cannot change, have the courage to change the things you can, and have the wisdom to tell the difference," Eunice quoted, "One of Ben's old friends, Barry Allen, used to say that. I can't give you new aliens until you prove to Ben that you mastered all of your original ten and have better priorities with your powers than he had when he got the prototype watch."

"Then I will find Ben myself, or even the Ancient One if I have to!" She activated the Omnitrix, transformed into Upgrade, and jumped off her window. Once in the air, Upgrade spread her hands like wings, brought her knees to her chest, and morphed herself into a black drone with green circuitry. She had not practiced that level of her Mechamorph powers much before, but thanks to her merge with Kaafuu's drone, it was easier than it would have been otherwise. She flew towards the rooftop of one of the neighboring buildings to hers as storm clouds approached the city, where the Bifrost spot was.

"Stay away from there, Gwen!" Eunice ordered Ben's successor while projecting her hologram in front of her to no avail, "Ben ordered you to stay away from those spots!"

Upgrade ignored Eunice and flew right through her. She landed on the rooftop and stood at the center of the warp spot. She morphed the lower half of her body in a way that copied the runes and symbol as well as she could remember them with her upper half melting out of the center while her hands moved in similar motions to the ones Kaafuu used when he activated the warp spot, "Find Ben Tennyson! Find the Ancient One!"

"What are you doing, Gwen?" Eunice asked after nothing happened for over a minute.

"You said that Asgardians use a combination of magic and technology to access those spots and that magic is just a form of science with its own physics!" Upgrade explained and pulled a holographic map of New York's warp spots out of her Omnitrix. She ignored the starting rain, "If I can access the technological part of this portal system, maybe I can find any of them and ask for help! Find Ben Tennyson! Find the Ancient One!"

Eunice did not try to stop Gwen. Although she couldn't use magic, she knew enough about it to estimate that Gwen's plan would not work for several reasons.

Gwen continued and tried different methods for her remaining time, but nothing worked. Upon timing out in a crimson flash, the Omnitrix user fell to her knees in desperation, finally acknowledging the rain, "Ben, help me!" She cried, "Please! Just so I can help him!"

She looked over the rooftop's edge, unaware of the man standing behind her, and saw a masked man beating up several criminals who assaulted a couple of adults and their son. The masked man searched the criminals' wrists, and once he was done, he climbed up a wall and disappeared behind a building's corner.

"Peter?"

"He is quite skilled for an inexperienced one, isn't he?" Someone spoke behind her, but before she could turn around, a lightning bolt came down on her, followed by a green flash. Instinctively, she raised her arms and shut her eyes, but no harm came. Upon opening her eyes at the sound of the thunder, she saw a humanoid alien with black and white skin, a tail with a plug at the edge, four tentacles emerging from its shoulders and head, and a single green eye with a matching green hourglass disk on his chest. The alien had absorbed the lightning and wore a broad smile on his face, "Feedback!"

As soon as she saw the device on his chest, Gwen knew who stood in front of her, and more importantly, saved her life. Still, it was hard to believe, "Ben?" She sniffed and tried to wipe some tears from her eyes, "Ben Tennyson?"

"The one and only," The alien answered in a deep voice followed by the sound of crackling electricity, "You should be more careful when you climb to high places during a coming storm, and more importantly, stay away from these spots when you know how dangerous Alien V used to be."

"I know, I'm sorry I..." Gwen paused, "Wait, 'used to be'?" She looked behind the heroic alien's shoulder and saw a lifeless body lying on the rooftop. The dead person behind Ben had several frostbites, multiple kinds of burns, and holes that already stopped bleeding. No doubt, from a fight against someone with millions of ways to inflict damage, "Is that...?"

"Yeah, and I have to thank you for that," Feedback said with his smile still on his face, but with a more serious tone. He stayed in his alien form, presumably to make sure no lightning could strike her, "When you timed out in the center of the Bifrost spot, Alien V dropped his guard in our fight and tried to use the nearest spot to come here. It allowed me to finish the job. He worked alone and had no allies, so it is over."

Gwen cried. She had never seen a freshly dead body before, and that one belonged to a person she knew, even though her only interaction with him was a threatening one to herself and her loved ones. Still, that means that the most significant external threat to her was gone, and she did not have to be the one to do the deed, "Thank you."

"I am sorry I brought him to your life. It is my job to take care of criminals like him, and it was my responsibility to get rid of him," He continued while holding a Sling Ring in one hand, "It is an interesting enchantment. Once I punish the last corrupted Plumber and analyze this thing, I will come back to this universe to return it to the Ancient One and test your skills."

His words all but said that he was going to leave immediately.

"Wait!" Gwen stopped him, "My boyfriend's uncle needs your help. He was shot last night and barely survived. Can you please save him?"

He smiled at her, "Of course," He pulled a stone disk with glyphs on its outer ring and a gemstone at the center seemingly out of nowhere. The edges of his four tentacles touched the gemstone and imbued it with the lightning he absorbed before handing it over to her, "This is a Transylian heart supporter. I made it from materials from this world and it is not my best work, but if your boyfriend puts it on his uncle's chest, it should make things better. I won't be back for a while, and I doubt I can finish healing him until then. When Ben Parker was brought to the hospital, the initial healing session made his heart work at 20% capacity. The only thing keeping him alive right now is the hospital's equipment, but this Transylian heart supporter should bring him to 40%. I will finish the job as soon as I can."

"Your initial...? Oh my God!" She looked at him in shock while holding the Transylian disk as if her life depended on it, "You already saved him!"

"I am glad you figured it out alone," He said, "I hate bragging about my heroics," He transformed into a male version of an alien Gwen hadn't mastered yet, Fourarms, via mental command. Gwen was surprised since she could not do that.

Fourarms held up Alien V's dead body with one arm once the storm moved from the building, "Don't take it lightly. Handing over technology like that is against Plumber regulations, but I can let it slide since this model will be as good as a fancy paperweight after you use it. By the way, I know you haven't told Peter your secret yet, and now that Alien V is dead, there is no rush, but you need to tell someone about your struggles before they eat you up. Eunice is available at all times and I can help you occasionally, but you are afraid of something, and I can tell it takes a toll on you."

Gwen ignored the technical questions she had about Ben's knowledge regarding her personal issues and focused instead on the more important issue, "How am I supposed to do that? You are an immortal superhero with thousands of years of experience, an army of space cops, and connections with multi-dimensional gods. I am just a seventeen-year-old girl who found a watch last week. How am I supposed to tell Peter about any of this?"

"First of all, Peter is not the only person you can share your secret with," Fourarms listed. He could tell her that he started at a younger age than her, but that would have been counter-productive probably making her feel worse, "But I think he would be the most understanding secretkeeper in your life. The sooner you let your loved ones know that they can help you, the sooner you will feel your own strength. Even for an immortal, life is too short to waste on doubts and fight alone. My grandpa used to tell me that when your fears hold you back, you should stand up to them, push forward, and overpower them. You are already doing great in so many ways, kid. You just need to find the right moment and tell your secrets to whoever you find the easiest to open up to. I had people like this from the start, and while I didn't always show it, I always appreciated them being around."

She looked back at where Peter fought criminals for a stranger's safety and turned around to thank Ben, but he and Alien V were already gone.

"Where did he go?" Fourarms should be able to cover great distances in a single leap, but she would have felt the rooftop shaking.

The Omnitrix beeped, and in a moment, Eunice appeared, "Where did who go?"


After updating Eunice about her meeting with the Omnimaster and showing her the Transylian heart supporter, Gwen transformed into AmpFibian and used the remaining assets of the storm to mask her lighting reforming as a means of transportation. Unfortunately, she was too far from the hospital that held Peter's uncle by the time the storm passed, and it forced her to use XLR8's speed to finish her journey there.

Needing to find a safe and hidden spot to hide and transform back into herself and then into the next alien was difficult and reminded Gwen of her struggle against Ratz Maher. She had not known how Ben Tennyson skipped that step when she talked to him, but she envied his mastery over the Omnitrix.

Once Eunice looked at the reception monitor and told Gwen which room Ben Parker was held in, she transformed into Upgrade in the bathroom and streamed through the vents like a river of liquid metal until she reformed into her lady form inside his room.

"Alright, Gwen. This process requires more than just placing the Transylian heart supporter on his chest," Eunice instructed while phasing her face through Ben Parker's chest and scanning for the damage, "First, you need to turn off the alarms built into this medical equipment. Then, you have to lower life support by thirty percent, and only then, you must put the Transylian heart supporter on his chest. Skipping the first step would most likely get you caught, skipping the second could give him a heart attack, and delaying the final step would kill him."

Upgrade nodded. She merged with the equipment and turned off the alarm system, transformed into Gwen, and followed the remaining instructions.

The jewel glowed for a moment before its glow deemed and spread across Parker's chest.

"How is it going in there?" Gwen asked in worry. She would have to distract herself later from thinking about what the inside of a person's chest looks like.

"It's not good!" Eunice said in alarm right before the monitors beeped accordingly, "He is healing, but the THS will run out of juice before his organs can maintain their new state! He is going to have heart and lung failure before you can adjust the life support equipment!"

Thinking quickly, Gwen activated the Omnitrix and watched the holographic ring spinning at incredible speed until it locked on the alien she needed. She slammed the square core and got consumed by the green flash.

Eunice pulled her head out of the man's chest in time to clear reflexively when AmpFibian absorbed the electricity from a nearby plug and charged the Transylian heart supporter with her lightning. When AmpFibian sensed a lack of power in her move, she put one of her blue tentacles on the one power source she carried with her in any form and converted both her stamina and the Omnitrix's energy into more electricity before adding it to her effort.

[Unauthoritized action. Protocol "Red".]

The Omnitrix began beeping and flashing red-green when Eunice saw a weeping black-haired elder woman outside the room.

"Gwen, w-we-e-we have to g-g-g-e-ge-et out of here!" She yelled, "Someone is c-co-com-coming!"

"Is he going to survive?!" AmpFibian asked in pain. Her species was not meant to use so much of its natural reserves, and with the Omnitrix approaching its time limit quicker than it should have, Eunice's answer would give her only a second to decide her next action.

"Y-YES!"

Not needing to be told twice, AmpFibian grabbed the Transylian heart supporter, turned intangible, spread her intangibility to the device, and phased through the outer wall.

As soon as she was outside, the Omnitrix timed out just above a decorated ledge. She barely caught it in time when she started to fall, and she felt the immediate pain in her hands and arms.

"Aaaahhhh!" She screamed in pain and fear as she dropped the THS and heard it breaking upon impact with the road below her. She looked down briefly and immediately regretted her decision. Looking down at the streets from her safe room or from the top of a neighboring building was fine because falling from the former was impossible and she would have had time to transform if she ever fell from the rooftop that hosted the Bifrost spot. Yet, she was currently only four floors above the lobby, and she highly doubted she could transform in time if she fell, and falling became more likely by the second as her grip started to weaken. She wished Eunice could be active even during Recharge Mode to help her, but it was not the case, and she started to get tired of relying on someone to hold her hand whenever the Omnitrix was involved.

'Come on, think!' She struggled to breathe as the ache in her hands grew further, 'I need a fall breaker. Something that would buy me another two seconds of fall so I can pick an alien and hit the dial!'

"AH!" She growled at a potential cut in her left hand.

'I need to act as soon as the Omnitrix recharges. I don't think I can last much longer!'

She looked down and to the sides with greeted teeth and saw a small windowsill below her to her left. The window must have been closed, but it did not matter. She could not balance herself in her current state and from that angle for more than a second, but that second could be enough once she could activate the Omnitrix.

She dangled to her left until she was directly above the windowsill and tried to stay as calm as she could in that situation. Once the Omnitrix beeped, she let go and let her feet land uncomfortably on the windowsill. As predicted, there was nothing for her to grab onto and she lost her balance quickly, but she used her hands to activate the Omnitrix and slam the core by the time she was in free fall.

To the people on the street, none heard Gwen's scream or bothered to look up, a green source of light fell from the sky and left a terrifying giant dog monster with orange fur and no eyes.

Gwen, now in her Vulpimancer form, Wildmutt, growled at everyone's shouts of horror and shock. For all they knew that was a wild alien monster that came to eat them all. She could not speak in this form, and since she did not wear a mask of any kind before she transformed, those people, some of which already started to take pictures with their phones, would see her face if she turned back into herself.

She had no choice but to run away. People across the city are going to know about Wildmutt by tomorrow, but nothing can connect it to Gwen. She had transformed into this alien during her fall and she heard no calls from those people when she hung in the air. She used her advanced senses to find a place to transform back out of view. It was her first time in this form, and knowing that it had no eyes and experiencing it were two different things. She bumped into more than one wall while finding a hidden spot, and tried to transform back.

But she could not. She tried to give the Omnitrix a mental command several times, and only when she tried for ten seconds straight, did she succeed.

Shortly after Wildmutt transformed into Gwen, she climbed up some emergency stairs for elevation. There was a much lower chance for her to be spotted from up there once she wished to transform again.

"Are you sure he was going to be okay, Eunice?" Gwen asked.

"Eunice? Are you there?" Gwen looked at the Omnitrix, but she heard no voice. It was in Active Mode, but Eunice did not respond.

'Oh no. I hope I did not kill her,' Gwen started to panic, 'Don't lose it. Please don't lose it! What did the Omnitrix say when I drained its power?'

"Protocol Red!" She remembered, "Omnitrix, what is Protocol Red?"

[Protocol Red]

The Omnitrix spoke in a digital version of Ben Tennyson's voice. Gwen looked at her menu and saw the differences.

[Power core's integrity is compromised.]

[Repairs are in progress.]

[You are suspended from the full potential of your current privileges for the next seven days.]

Transformation Mode (Accessible) [6 Available Transformations]

Data Terminal (Locked)

Uniform Modification Mode (Locked)

Communication Mode (Locked)

Genetic Damage Repairer (Accessible)

Time-Limiter (Active) [5 minutes]

Data Dub (Locked)

Neural Reverse Transformation (Delayed) [10 seconds]

Eunitrix (Locked) [2 days]

[Please avoid reaching your time limit during your suspension.]

Gwen sighed in relief when she saw that Eunice was alive, but her actions still had consequences. She looked at her Playlist and saw which aliens were missing.

Diamondhead, AmpFibian, Heatblast, and Stinkfly. She still had Upgrade, Greymatter, Wildmutt, XLR8, Fourarms, and Ripjaws.

'How am I getting back home?' She asked herself, 'I can't get there in five minutes as most of my forms, and I am still not great with XLR8. Eunice would have told me to get used to my accessible forms, but I can't risk it with my new time limit. I wonder if this is what Ben had to go through when he started.'

She transformed into Upgrade to reach the roof and transformed back while thinking of her next move. She then turned into XLR8 and ran from one roof to another until she arrived at her neighborhood and walked the rest of her way home in her human form.


The next day at school was shorter than the rest of the week. It was usual for Friday.

During a class that Gwen shared with Peter, she noticed bruises on his face and knuckles while he was taking notes. The way he covered up his writing made Gwen suspicious that it had nothing to do with the class. Though she had never seen him use his spider powers before, she suspected that the unusual sensation she felt when he touched her was due to his modified genetic makeup. Based on the masked man's performance last night, she concluded that his powers allowed him to stick to any surface, be it hard or soft.

She returned her gaze to her notebook when she realized how long she was staring at him and where her thoughts were headed. She still did not know for sure if she helped Peter's uncle significantly, and if Peter wanted to "celebrate", it must be his decision. Either way, it was neither the time nor the place to jump on her boyfriend.

Once class ended, Gwen approached Peter. He was not as happy as he was two days ago, but as they spoke, she noticed a form of satisfaction and hope in his words and body language, even though he did not state directly what the news about his uncle was yet.

"I know it is not the best time," Gwen started, "But if you want us to look at that flash drive, we can do it after school before I go to Oscorp Tower."

"I don't know if I want to deal with it right now," Peter hesitated, "What if... I know there is a video of my father there, and I just got my... I can't."

"Is there anything else I can help you with?" Gwen asked while holding Peter's hand. His grip was soft but still compiling. Like there was a magnet under his skin and anything it touched was metallic, "I will not take a 'no' for an answer."

Peter looked at his busted phone, "Can you text me after work? I want to know you are okay."

"Things got easier for me last night, but my friend left for a while."

"Is his name Ben-T?" Peter asked.

Gwen's eyes widen. How could he know about Ben?

"W-What?"

"You know what?" Peter's voice held many emotions, "I agree. We need to talk after school. I need to tell you something, and I think you also know some things."


(Another scene will be added later)


Author's Notes:

Peter suppressed his feelings after his conversation with the Omnimaster, and by the following day, his feelings started to surface again. People do that, and it is not healthy, but I think it goes well with Andrew Garfield's Spider-Man because it took him 24 hours before he started his hunt in the movie, and I wanted to keep that flaw of his character for now.

He will outgrow this character flaw over time.

Speaking of time, I will make a short time skip between this chapter and the next one. I can't show every day of these characters' lives if I plan for this story to be spread over a month or two. I mean, we are over 100,000 words, and Peter and Gwen have not even gotten their hero names yet.

New alien: Kang-fu-roo

Species- Kangapian.

Power- Shock-absorption and shock-redirection. He is the Chromastone of melee fights and the best match against brute force. I like to imagine him sounding like Jeice from TeamFourStar's DBZA.

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