Chapter 4

Miles POV

After the events of last night, for the first time since his father's death six months ago, Miles had decided to pull out his old sketchbook. Sitting alone in a corner in the crowded entrance hall of Visions Academy shortly before the school day was supposed to begin, Miles pulled out a few of his markers and began to artistically recreate the image of the girl he'd met last night, the Spider-Woman.

After he'd gotten his anger towards her out last night, he'd been able to look back on their encounter in a new light, and while he certainly didn't like the masked heroine, he had difficulty trying not to admire her. As an artist and now an aspiring engineer as well, Miles couldn't help but appreciate the Spider-Woman as a figure of intrigue.

Not only had she proven to be incredibly durable last night, but he'd also noticed some of her other impressive qualities. She was quick, agile, and resourceful. Her every movement demonstrated a careful poise and innate flexibility.

She was smart, as demonstrated when she locked down his target first before attempting to fight him, even if her efforts had proven futile when his claws allowed him to effortlessly cut through her webbing after defeating her.

She was experienced, which he'd seen most clearly when he'd knocked her across the building and she'd recovered in midair mere seconds later to defend herself. Without his technology helping him stay a step ahead of her, Miles couldn't even imagine that he would've lasted very long in that fight.

And she was tough, not just physically, but also on the inside, which she'd shown him when her immediate response after being thrown through a building like a ragdoll was to keep her head and tell a joke. And that was just her character, not even mentioning her abilities. While she hadn't been able to keep up with most of Miles' attacks, between his sheer speed and strength, she had reacted much faster than anyone should've been able to do, and if he hadn't kept moving, he was certain that she might've turned the tables on him in an instant.

Her webs had been another point of interest to Miles. Whatever that stuff was, it was remarkably strong and adherent. Also, it seemed to come… out of her wrists? That certainly seemed like a useful tool, but Miles couldn't begin to imagine how he might replicate an ability like that.

And then there was her suit! While Spider-Woman's suit was certainly a different style than Miles would personally choose to wear (he preferred to wear more black), he had to admit that it looked simply amazing, and it was clear that a lot of artistic expression had been included in the creation of that outfit. It actually made him feel kind of guilty for destroying it last night.

That was why he was here now, doing his best to recreate the image of that suit in the pages of his sketchbook. He didn't expect to ever see the Spider-Woman again, but he at least wanted to preserve the memory of his encounter with her, and also preserve that awe-inspiring outfit she'd worn.

Suddenly, he looked up as he noticed someone coming towards him, and he saw his new friend Gwen slowly walking over to him with a small pile of books held in one hand while the other one rubbed her eyes tiredly. She looked terrible. Her back was slumped forward slightly, her shoulder-length blond hair was disheveled, and her eyes were bloodshot from exhaustion. Miles' eyes followed her as she slumped over by him, pressed her back against the wall with a groan, and slid down to sit next to him.

Deciding to tease her a bit, after a moment Miles asked, "So… Did you sleep good?"

Gwen looked up at the ceiling and rolled her eyes as she answered, "Yeah, I slept great, Miles. After I stayed up until early this morning and barely managed to get myself into bed, I slept great."

Miles checked his watch, and seeing that the first bell was about to ring, closed his sketchbook and responded, "Well, I stay up pretty late most nights, but that's just my time of day. Maybe you should think about going to sleep earlier. Maybe you're a morning person, and you should do your homework early instead of late."

Miles put his sketchbook into his backpack, then stood up and offered Gwen a hand back to her feet. She looked at it, then let out a deep sigh and accepted it, and as Miles helped her up, Gwen said, "I don't think I'm a morning or night person. It's more like… I just have a habit of being in the wrong place at the wrong time."

As Gwen finally got to her feet, someone suddenly bumped into her from behind, nearly knocking her over, but Miles reached out and steadied her. He glared over his shoulder at the kid that had bumped into her, a large teenage boy with a wave of dyed blond hair and a navy blue jean jacket worn over a yellow hoodie, and sternly said, "Hey, maybe watch where you're going?"

The kid just gave a small shrug with a grin and insincerely said, "Sorry. Guess Stacy was just 'in the wrong place at the wrong time.' Like usual." Letting out a chuckle at his own little joke, the large kid then began to walk away without another word.

Now knowing that this guy had hit Gwen on purpose and was also completely unapologetic about it, Miles glared at the larger teen's retreating back and considered going after him to teach this guy a lesson, but he remembered Uncle Aaron's warning that he wasn't supposed to get into fights outside of costume, so he simply clenched his fists tightly and determinedly stayed still.

As Miles watched the guy fade into the crowd, feeling helpless, Gwen grabbed her books off the ground behind him and began to walk off to her first class, telling him in passing, "It's fine, Miles."

Miles watched her leave, then turned to head to his own first class, but as he went, he could only think about how it definitely wasn't fine. Miles hadn't had a friend in a long time, but he knew that he wasn't about to let someone pick on the most understanding (and only) one he had now.

Miles went through most of his school day with his mind largely distracted. He couldn't stop thinking about how that guy had treated Gwen, and how he had just stood there and let it happen. He became the Prowler to help people… but if he couldn't protect his friends, he wasn't much of a good guy, was he? So during their last class of the day, Miles came into the room with his mind already made up to find out more about the situation, regardless of how much Gwen tried to play it off like it was nothing.

He sat next to Gwen, as he usually did, and before class could start, he leaned over to her and quietly asked, "Who was that guy that bumped you?"

Sighing like she'd expected this, Gwen begged, "Miles, would you just drop it? I'm fine. He does stuff like that every once in a while. It's no big deal."

"You mean this has happened before?" Miles asked, his anger only becoming greater.

Her silence was enough of an answer for him.

Refusing to speak to Miles further about this, Gwen turned her head away from him, which turned out to be a mistake as the new position of her head showed off a long and jagged but faded cut along the side of her neck, nearly invisible beneath the collar of her shirt, but Miles' well-trained eyes were able to notice it immediately. He could also easily tell that this wound had not been the result of some mere slip-up with a pair of scissors or anything of the like. Something had deeply cut her, recently, and she had been trying to cover up the evidence.

Miles' angry expression quickly fell and his eyebrows instead furrowed in concern, and he slowly reached towards the cut while asking, "Gwen, what happened here?"

Looking out the corner of her eye, Gwen realized what he was looking at and let out a small gasp before she roughly shoved his hand away and quickly pulled the collar of her shirt up to cover the cut. She then looked straight ahead while she hurriedly explained, "Look, his name's Ned, all right? Edward Leeds. I had another friend here last year, Peter Parker, and Ned used to bully him. Terribly. I stood up for Peter, so after Peter… left, I became Ned's new favorite victim. Happy now?"

That wasn't exactly the word Miles would use, but at least he was getting the information he wanted. Along with a few other things.

Miles remembered Peter Parker. He was a quiet but brilliant kid who came to Visions Academy in the same year as Miles. They'd had two classes together, but Miles hadn't paid him much attention. He hadn't even noticed that Peter hadn't returned this year, and he certainly hadn't known that Peter had any friends. For someone as observant as Miles, not realizing that Peter Parker had disappeared was like a punch in the gut. But not knowing or caring that Parker had been so relentlessly bullied felt even worse.

Though it felt inadequate considering what she must have felt when she lost her only friend, Miles told Gwen, "I'm sorry about your friend."

Gwen looked down sadly, no doubt also remembering their discussion about how apologies didn't make the pain go away, but she recognized the sentiment and responded, "Thanks, Miles."

After a moment of silence, Miles asked, "Did Ned do something that got rid of Peter?"

Gwen let out a deep breath and didn't meet his eyes as she said, "He wasn't the only one responsible, but… in a way, yeah."

Miles looked down at his desk and idly clenched one of his hands into a fist. This kid, Ned Leeds, had apparently been a big enough bully to Peter Parker that he made him leave the school. In doing so, he'd left Gwen alone here without any friends. And now he was targeting Gwen herself?

Miles imagined that Gwen was plenty capable of taking care of herself, definitely way tougher than Peter Parker had ever seemed, but still… Miles couldn't let Ned drive someone else away. Not only for Gwen's sake, but also for Miles' own. Maybe they hadn't known each other very long, but Miles already felt very protective of his one and only real friend.

No matter how much Miles tried to pretend that he didn't need Gwen's friendship, he knew that a friend like her, someone who could accept his odd behavior and not expect anything from him, was rare. Even Uncle Aaron wasn't a friend like she was. Miles loved his uncle, and Uncle Aaron was a great guy and a wonderful mentor, but Gwen was Miles' own age and didn't require anything from him in exchange for her devotion and pleasant company. Miles wasn't about to let a guy like Ned Leeds take that away from him.

Looking back at the cut on Gwen's neck, Miles' rage came back, stronger than ever, as he realized that Ned had probably been the one that had hurt her. In fact, looking over her more closely, he was able to pick out a number of other small injuries that Gwen had done her best to hide, including a small scar on the inside of her wrist and a dark spot under one of her eyes that Miles determined must be a well-disguised bruise.

All of these injuries looked several days or weeks old, and that fact combined with the exceptional job Gwen had done covering them up with clothing or makeup meant that almost no one was likely to notice them. Even Miles, with all his training in observation, had taken a long time to notice it. It seemed that Ned had been getting away with injuring Gwen for weeks, months, maybe even years, and all because Gwen hadn't done anything to stop him, most likely because she was afraid of what he might do if he caught her. At the very thought of someone hurting his friend, Miles felt ready to fight anyone that would try such a thing.

Miles bowed his head low and remained mostly quiet for the rest of the class, only speaking in response to questions from the teacher. At the end of the class, Miles walked out of the room without even a word to Gwen. He walked through the halls of the school, slipping through the crowds of students leaving their rooms, until he found a secluded corner. Once he was safely hidden in the corner, Miles pulled out his phone and texted his uncle.

Miles: I can't do any jobs tonight. I need to take care of some personal stuff.

A few seconds later, he got a response.

Uncle A: Alright. But clear your schedule for tomorrow night. Someone wants to talk to you.

Miles tilted his head in curiosity. Who wanted to talk to him? He wondered what his uncle meant, but he couldn't think about it for long, as another one of his texting threads sent him a message.

GhostGirl: We need to talk.

Gwen POV

After Miles left their Physics class at the end of the day without a word to her, Gwen watched him go with concern. She could tell that he was distressed, but she didn't know why. Her best guess would be that he felt angry about Ned bothering Peter and now her, but he also felt helpless to do anything about it. After all, Ned was a very large, strong person, and while it had been no shock that Peter, as thin and frail as he had been, couldn't stand up to Ned, Miles didn't stand any better chance.

Of course, Gwen could easily handle Ned herself if she chose to. With her powers, he couldn't even really hurt her whereas she could effortlessly throw him across a New York city block, but she had a cover to maintain and wouldn't risk it to get rid of a pesky bully.

Anyway, fighting was forbidden on the Visions Academy campus, and even if Ned took every opportunity to bump the unpopular kids in the halls, she wasn't willing to run the risk of getting caught doing anything aggressive, because she knew that her father would find out and be quick to question her about it. She could never sit back and watch Ned bully Peter, but she was willing to be his main prey herself if it meant that he wasn't targeting someone else, someone less capable of enduring the abuse.

Still, Gwen recognized that Miles was in a delicate state of mind right now, and she didn't want him to do anything crazy, so she determined that she would have to distract him instead. Once she got back to her dorm room, Gwen set her books down on her desk and got out her phone before pulling up her contact for Miles.

Gwen: We need to talk.

A few seconds later, she got a response.

MilesInSilence: Abt what?

Gwen: Just meet me in the downstairs south common room.

There was a pause, certainly longer than it should've taken Miles to write his response, but then he answered.

MilesInSilence: Fine. omw

Relieved that he had agreed to meet with her, Gwen let out a deep breath and grabbed her laptop off her desk before she turned to leave the room.

Miles made it to the common room before Gwen did, as when she arrived, she found him in one corner of the room lying on the ground next to a single armchair, his hands folded over his stomach while he stared up at the ceiling. Gwen walked over and stepped over him before sinking into the armchair next to him, then opened her laptop and began to put in her password as she distractedly said, "Thanks for agreeing to meet me."

Not taking his eyes off the ceiling, Miles responded, "You said we needed to talk. What is it?"

As she opened a program on her laptop, Gwen answered, "I'm working on something, a school project, and I wanted to see if you had any input for me."

Tilting his head to look at her, Miles raised an eyebrow and asked, "'We need to talk' about your school project? You needed my help with that?"

"I wanted it," Gwen quickly corrected, then met his eyes for a moment to admit, "Also, I just wanted to make sure you didn't do anything stupid, like go after Ned. Ned's tough, and what happened with Peter is in the past. It's not worth you getting yourself killed over."

Looking back at the ceiling, Miles said, "What he's doing to you isn't in the past. But it doesn't matter. I'm not going after Ned. My mom would never let me hear the end of it."

Gwen nodded in agreement, but truthfully, she didn't really believe his reasoning. She expected that he was just trying to sound tough, but Miles really understood how strong Ned was and that he would probably get crushed if he tried to fight the larger teen.

After a few seconds of silence, Miles began to get to his feet, saying, "Alright, well, I guess we'd better get to work. What is this project?"

Before he could stand up fully, Gwen quickly reached down to place a hand on Miles' shoulder, keeping him on the ground, and hurriedly explained, "It's, er, kind of a surprise! I can't tell you exactly what it is, but you'll see it when it's done!" On TV, maybe, Gwen finished in her mind.

In truth, she was using her laptop to design a new suit for herself, seeing as her last one got destroyed in her fight against the Prowler 2.0. To prevent anyone potentially accessing her laptop's files and finding the schematics for her original suit, she had deleted her old suit's design after making it. Still, she imagined that she could still probably make a new suit that was at the very least close to being an exact copy of her old one, after wearing it for over a year. She had already recreated an almost exact model of her original suit on the screen. However, she had decided that she would take this opportunity to try out a new look.

Looking at Gwen in confusion, Miles asked, "How am I supposed to help you make it if I can't know what it is?"

Smirking back down at Miles, Gwen answered, "Well, I already have the form and dimensions of the project worked out, but I still need to customize it. I saw you drawing something in your sketchbook this morning, so I figure you probably have some experience with art. Am I right?"

Miles blushed slightly and looked away from her before admitting, "A little."

"Can I see some of your drawings?" Gwen asked, interested to see how good he was.

To her surprise, Miles glared at her and firmly said, "No!" Then, he seemed to notice the shock on her face and sat up as he lowered his voice and continued, "I mean… Sorry, but not now. My art… I mostly just do it for me, you know? It's sorta how I get my thoughts out, so some of it is pretty personal. Maybe some other time."

Gwen's expression relaxed and she nodded her acceptance. Then, she gestured to her laptop and said, "Alright, but you can still help me with this, right?"

Miles laid back down on the floor, trying to get comfortable, and responded, "Sure. Just tell me what you're looking for, and I'll do my best to help."

Gwen looked down at the model of her old suit on the screen in front of herself and chose her words carefully before she began to explain. "The project is for my Fashion Design class, and I'm making a motorcycling jacket for my dad. He's been thinking of learning how to ride one for years. The design needs to flow easily all the way around, kind of like racing stripes or something. Nothing too showy, but still distinctive. I've already got the colors worked out. No symbols or logos. I just need your help learning how to add some texture to it."

Miles thought about it in silence for a minute, then asked, "What are the angles on the front like?"

Gwen gave the design another look, then reported, "There's a pair of acute angles pointing upwards on the chest, right over the pectoral area. Another pair of even sharper angles down by the hips."

"Leave the ones on the hips, but raise the angles on the chest and change their direction so that they come inwards," Miles suggested. "It'll create more contrast."

Gwen did as he said, changing the design on the chest to reflect Miles' vision as best as she could. After a few minutes spent making the proposed alterations, she scrolled around the image to look at it from all sides, and she had to admit that it looked pretty good.

"Better?" Miles questioned as he watched her expression for any sign of displeasure.

Gwen nodded and said, "Actually, I think so."

Miles nodded in satisfaction and told her, "Now the back."

Gwen turned the model on the screen around and told him, "The hip angles from the front are reflected on the back, and just below the shoulder blades are a pair of mirrored shapes like lightning bolts."

"Get rid of the lightning and translate the hip shapes up there instead, but keep the hip angles where they are again," Miles immediately ordered, clearly more confident now that she had admitted to liking his first change.

This time, however, Gwen wasn't quite so pleased by the change he was making. Frowning to herself, Gwen protested, "But I like the lightning."

Miles just put his hands behind his head and shrugged at her, saying, "Hey, you were the one that told me not to make it too showy. You asked for my advice, but you don't have to take it if you don't want to."

Gwen scowled, but ultimately just sighed in defeat and did as Miles said. To her frustration, she saw that he was right once again. She still liked the look of the lightning bolts, but this new design was noticeably more reserved than before, yet managed to maintain the style.

Looking down at the smug little smirk appearing on Miles' face while he closed his eyes in relaxed confidence, Gwen rolled her eyes and forced out, "It… looks good."

Miles opened his eyes to look at her once again, still smirking, and asked, "What, you didn't believe me?"

"It's not that I didn't believe you, I just really wanted you to be wrong about that one," Gwen corrected him.

Miles gave her a knowing grin, but suddenly his wristwatch let out a little beep. The smile fell from Miles' face, and he looked at his watch for a moment before he looked back up at Gwen and said, "I gotta get going soon. We need to hurry. Alright, last part, the sleeves."

Gwen wanted to question why Miles needed to be elsewhere anytime soon, but his sudden rush clearly indicated that he didn't have time for questions. He'd probably just been given a lot of homework to do, even though it was only a few days into a new school year. Anyway, Gwen didn't have any room to ask such questions, not when she was currently pretending to be working on a made-up school project.

Gwen examined her model one more time, then told Miles, "Well, the sleeves are all one color except for the inside of the elbows."

This time, as she waited for a response, Gwen found herself waiting in silence for an unnaturally long time, and she looked down at Miles to find him lying there with his eyebrows furrowed in thought.

"Miles? Are you alright?" Gwen asked him.

At the sound of her voice, Miles shook himself out of his thoughts and said, "Sorry, it's just… All this sounds kind of familiar. Did you get inspiration from another brand or something?"

Slightly worried, Gwen quickly lied, "Uh, yeah! It's this one brand online that my dad really likes. I don't remember what it's called, but lots of people use it. Like, so many. I just used a bunch of really popular online designs, you know? That's why I needed your help!"

Miles seemed to think it over for a minute, still lost in thought, but then he just shook his head and said, "Yeah. Right. Okay, so the sleeves. The single-color base with a different design inside the elbows. Like you said, that's really popular. Too popular. So take that different color out of the elbows and instead run it all the way up the forearms."

Relieved to have dissuaded Miles' questions, Gwen remained silent as she once again began to follow his instructions. She was pleased but no longer surprised to find that Miles' suggested design change once more looked amazing, but she spent a few extra minutes on this particular change as she needed to account for the gloves as well as the sleeves, seeing as Miles didn't know that the suit even had gloves.

At first, she just put the pink with cyan webbing design on the forearms, leaving the gloves white, but then decided that she needed to change the gloves as well to make it all blend together. Then, she covered the entire glove with the pink-and-cyan design, but decided that that was a bit too much. Finally, she was satisfied after she left the pink-and-cyan covering most of the hands, but turned the fingers back to their original white.

She then zoomed out to look at the full completed product. In her opinion, the new suit actually looked far better than her original one.

When she looked up to thank Miles' for his useful input, however, Gwen saw that he had already stood up and begun to walk out of the room, leaving stealthily and allowing her to continue admiring the work they had done together.

Unfortunately for him, Gwen wasn't going to let him get away that easily. Closing her laptop, Gwen ran after him and grabbed his shoulder to get his attention.

Miles sighed in annoyance as he turned around while saying, "Gwen, I really need to-" However, he broke off as Gwen abruptly leaned in and wrapped Miles in a tight hug. After she'd pulled away once again, she found Miles standing as stiff as a board, his eyes staring unblinkingly at her as if she'd just stabbed her friend instead of hugging him.

To be honest, Gwen was a bit surprised by her own actions. She normally wasn't much of a hugger. The only person she hugged regularly was her dad. One of the only times she could remember hugging Peter was when he'd been about to die. Still, her own surprise seemed to be nothing compared to Miles'.

After about twenty seconds of complete silence, Gwen told him, "Thanks for helping me with my project. It means a lot, Miles."

At the sound of his name, Miles finally managed to at least partially unfreeze, and he struggled to say, "You- You don't have to… thank me."

Amused, Gwen let out a small laugh and told him, "Miles, one day you're going to figure out that I like spending time with you. I want to talk to you. I want to help you with your problems. And I want to thank you when you help me, so deal with it. Now, I'm gonna go get started on making our project, and you should probably go do your other thing. See you tomorrow, Miles!"

With that, Gwen walked past Miles towards her dorm. Before she left, however, she hid around the corner and looked back to make sure that Miles actually moved, not wanting him to be late to get started on whatever he was working on. It took about half a minute, but Miles finally managed to recover his senses and awkwardly began walking in the other direction, leaving Gwen smirking as she walked him go. Ah, how she'd missed having a socially-awkward friend to torture.

Third Person POV

Late at night, Ned Leeds awoke in his bed and looked around his pitch-black dorm room. He wasn't sure exactly what had woken him from his slumber, only that something felt unnatural. Looking around the room, however, he couldn't see anything out of the ordinary. Not that he could see much anyway, of course.

Suddenly, a deep, modulated, resonating voice spoke from right in front of him. "Edward Leeds."

Right after the voice spoke, two shapes appeared in the darkness in front of him. Two white slits for eyes, surrounded by mirrored, twisted shapes in a bright magenta, which lit up the room just enough that Ned could see the form of a man sitting in his desk chair, his legs dangling over the back with his arms crossed on top of the backrest to allow him to watch Ned while he slept.

Instantly terrified, Ned instinctively reached over to his nightstand and grabbed his football before throwing it as hard as he could at the face of the glowing-eyed demon that had appeared in his room, hoping to stun it and give him a chnace to run away.

However, fast as light, a clawed hand shot up to catch the football an inch away from the demon's face. The demon lowered the football and gave it an unimpressed look, then directed its gaze back at Ned.

Narrowing its eyes, the demon said, "There's no escaping me, Edward. You have a debt to pay." Then, its clawed hand holding the football closed inward into a fist, crushing the ball and popping it seemingly with hardly any effort.

Scared out of his senses, Ned briefly imagined what that kind of strength could do to his bones, and he sat up in his bed and tried his best to scoot away from the demon, pressing his back against the wall, but in a blur of movement, Ned's desk chair was forcefully shoved to the ground before the dark figure was suddenly upon him, and the last thing Ned saw before it all went dark was a flash of magenta light.