Chapter 10: … And Sunshine Turns to Snow…

"Every time I feel alone,
I remember when we chose
To stay up all night
Under the moonlight
When we both just couldn't fall asleep

From here on,
As time will pass,
How I wonder the sights you will see
And although I hope,
I know that they won't be the same for me

Even now, it's still all so clear
And your voice is the music I hear
You are still the orange of the sunset in my dreams…"

"Wondering if you'll catch a shot?" Gwen Stacy asked, glancing at the young man laying on the rooftop of her apartment complex beside her.

Peter Parker flushed slightly and unconsciously touched his camera. "She's probably busy elsewhere or something," Gwen continued.

"Yeah. Yeah, you're probably right, still would be really cool two get a shot of Spider-Woman and my best friend together in one shot," Peter gave a small smile to the blond beside him.

"Might be a tough shot to take," Gwen smirked to herself as she folded her arms behind her head and laid back.

"I am wondering what she does when she's not swinging around and catching criminals in webs," Peter said as he laid beside her. "Like, does she have a dad? Best friend? Boyfriend?"

"Who knows, probably too busy for all that," Gwen shrugged, glancing away. "Reminds me of a would-be rock drummer I know," Peter chuckled. "So busy her best friend has to practically kidnap her to get her to take a break."

"Breaks aren't for the Punk Rock, Pete; haven't you figured that out yet?" Gwen turned and smiled.

"Say that now, but one day…" Peter turned away as darkness engulfed him, and Venom slammed the black and white-clad Spider-Man into a parked car in the new universe's New York they had landed in. "Yet she made time for you…" Venom hissed to himself as he pressed Miles into the hood and windshield of the car.

Miles fired a webline and pulled himself away from the monstrosity to land a short distance away. "I'm gonna get you out of there, Peter," Spider-Man narrowed the eyes of his mask as he stared down Venom. "Gwen isn't going to lose her best friend twice," electricity sparked around his fists, "not on my watch."

"You're alone with us here, Miles," Venom hissed, letting his tongue fall from between his jagged teeth. "Let's finish this. Then we will find Gwen..."

A double-heeled kick to the back of its head by a familiar pair of red boots cut off Venom's impending monologue about what he actually intended for Gwen, and a moment later, the newcomer landed beside Miles. Dressed in the classic red and blue Spider-Man outfit, the webswinger gave Miles a thumbs up and a wink, "Need some help with this guy, kid?"

"Spider-Man?" Miles asked.

"The one and only… at least my ego still says that," the seemingly older Spider-Man nodded before turning to the enraged Venom.

"Let's go," Miles popped his knuckles.

"Would you just slow down for a second?" Gwenith pulled herself forward past Jessica, Peter and the gliding Prowler to swing beside the laser-focused Gwen.

"We don't have a second," Gwen replied. "I know because you're obviously a variant of me, you think you know me, but you don't, so either get in line or get out of the way."

"I know you a LOT better than you think and I'm not getting out of the way," Gwenith replied. "Last time you made a decision emotionally, it got you, me, Miles and a lot of people in a big mess, so maybe take a second to breathe and think rationally."

"Wait, what are… you…" realization struck Gwen as she suddenly tackled Gwenith into a rooftop.

"That went better than I expected…" Gwenith grunted against the cracked concrete as Gwen pinned her down with her forearm to her throat.

"WHY are you HERE?" Gwen seethed through clenched teeth. "Did that monster send you? Is HE responsible for all this? Are you all still trying to destroy every good thing in my life?"

"Can't answer if you crush my windpipe, sis…" Gwenith coughed and rested her hands on Gwen's shoulders but made no move to push her off.

"Hey, hey, hey!" Prowler exclaimed Jess and Peter pulled Gwen off the red and white-clad Gwenith, and he got between them, removing his faceplate, "Let's all just chill a second, a'ight? She's here because I convinced Miles to let my girl help us fight."

"Your… Miles, that's a MONSTER!" Gwen pointed to a sheepish Gwenith. "She took over my life! She… her and Miles… she made me watch…"

"For the record… I didn't make you watch…" Gwenith pulled herself to her feet. "You made that decision yourself… OOF!" She gasped when Gwen broke free and tackled her again.

"This isn't helping us save Miles, Gwen!" Jess and Peter grabbed her again and pulled her back.

"How about this? We put our differences to the side, get Miles back and stop Venom," Gwenith held up her hands to the enraged Gwen. "Then, we can meet up, just the two of us, and we can work things out however we need to. Deal?"

Gwen glared back at her, and the others glanced between them before Gwen gave a tight nod. "Deal."

"Ok, can we get moving, then?" Peter asked, pulling his mask back down. The two Gwens nodded, and everyone took to the air again, making their way toward Oscorp Tower.

The group landed on a rooftop overlooking Harry Osborn's office and watched for a moment as the man in question spoke on his phone to some unknown party at his desk with his back to the window. "So, what's the plan?" Peter asked, leaning toward the edge.

"Good cop bad cop?" Gwenith asked, glancing toward Gwen just as she launched herself toward the window.

"Guess she's bad cop," Prowler said, following the incensed spider.

Harry Osborn barely had enough time to register the sound of breaking glass before a hand slammed his face through the oak desk.

"Never start with the head… the victim gets all fuzzy… he can't feel the next…" Harry's head bounced off a different, intact part of his desk before he could finish and was thrown across the desk.

"See?" He shook his head before focusing on Gwen who stomped toward him still in Miles' original spider-suit, "Aw, you reached the clothes-stealing stage of your relationship with Morales." He yelped when he was thrown back against the desk.

"What did you do?" Gwen growled, grabbing him by the tie then pressing the heel of her palm against his nose.

"Brought back the guy you killed?" Harry answered with trademark snark and acid. "Granted, we miscalculated for the symbiote's… additions to the project. Won't happen again."

"I didn't kill Peter…" Gwen lowered her two middle fingers toward the web shooter's button on her palm. "But seeing as everyone thinks I did, might as well make good on the assumption. All it would take is a single tap, and your lungs will fill with webbing. Not sure exactly how long it'd take you to suffocate, but I know you'd suffer. No more smug smiles, no more cloying words, just the immediate and inescapable knowledge that you'll see your father again sooner than you would like."

"Gwen, that's enough…" Peter and the others approached slowly.

"After what he's done to us…" Gwen snarled, "it's not nearly…"

"After what I've done?" Harry snorted. "Don't play the victim card. You might fool the ones who weren't here, but I know what you did, how little mercy you had. Yeah, no doubt you could kill me just as easily as you killed Peter."

"I didn't kill Peter…" Gwen pressed again. "It was an accident… it was just one kick. I didn't know. I didn't know…"

"You really don't remember…" Harry smiled as Gwen's hand relaxed slightly against his face. "See, I was going to use this to turn Morales and your friends against you, but this might be better than I thought."

He slowly moved his hand along the desk and hit the play button on the large TV's remote. Gwen and the others turned to see security footage from Visions Academy's gymnasium. Gwen recognized it instantly. It was the Homecoming Dance. THE Homecoming Dance. It played out exactly as she remembered. She saw herself walk in, then the Lizard showed up and rushed after Ned as she ducked away in the chaos. Spider-Woman swooped in and saved the bully. It played out exactly as she remembered… until it didn't.

In the footage, the kick back didn't kill the monster. The Lizard instead turned back to trying to get a hold of Ned. "I don'ttttt wanttttt to fightttt youuuu…" The Lizard hissed as Spider-Woman got between the bully and the monster again.

"Well, I wanted a nice relaxing night with my best friend," Spider-Woman snapped, "but we don't always get what we want…"

The Lizard hissed but widened when it looked at its own claws, and visually, it seemed to begin to shrink. "Noooo… too sooooon…" The Lizard hissed to itself and turned and tried to run.

"Oh, you started this, big guy; you're going to finish it!" Spider-Woman jumped after him.

"No, no, no… leave me… alone!" The Lizard panted as Spider-Woman webbed up his face and pulled him back.

"Oh no you don't, you tried to hurt my friends!" Spider-Woman snapped angrily, punching the monster in the face, sending spiky teeth flying. "This isn't over…" Spider-Woman kept punching.

"Please… mercy…" The Lizard begged, trying to get back on his feet.

"Until I say it's over!" Gwen webbed the Lizard up and with all her strength, whipped him around and threw him into a large metal pillar, hitting spine first. The sound of snapping bone echoed through the video. Rubble fell and Spider-Woman watched in victory before the monster shifted shape into a broken young man.

"PETER!" Spider-Woman cried, rushing to him, "No, no, no, Peter!" She gasped as she went to his side, "What did I do?"

"I… just wanted… to be special…" Peter reached for Spider-Woman's mask, "Like you… Gwen…"

"Gwen? Who's Gwen?" Spider-Woman gently pushed his hand away.

"Everything's going to be ok…" Peter whispered through shallow breaths. "It's going to be ok, Gwen…"

"That's… that's not what happened… that's…" Gwen began to tremble and was vaguely aware of Jess wrapping her in a hug.

"You tell a story a certain way long enough, you start to believe it yourself… huh, Gwen?" Harry smirked.

The confident look faded quickly when Peter B. Parker, without removing his mask lifted him by the collar, carried him over and dangled him out the window. "If you were thinking that would make us turn on our friend, you're sadly mistaken," Prowler growled, crossing his arms as the gathered heroes glared at the businessman.

"You're going to help us track Venom, and you're going to help us stop Venom," Peter growled, "Or else…"

"Splat," Gwenith finished, the eyes of her mask literally burning.

"Ok, ok, I did develop a weapon that can be used against it, should it escape, but it's keyed to my voice and DNA. I get the subjects back."

"We burn the suit to ash and take Peter with us," Peter demanded. "Seeing as you love home movies, we might let you record the fight." Peter dangled him a little more. "You don't seem to understand. We don't need you. You'd just make this quicker and easier. And unlike Gwen, with a big thanks to that monster you unleashed, I have been close to taking a life willingly."

"I've made it where you do need me," Harry said, clinging to Peter's forearm. "I'm the only one that can activate the anti-symbiote." He gulped, "A-a-and I can't promise that Peter can survive without the suit. I've had him on life support for years…"

"Bring him," Jessica said before turning to Gwen. "It'll be ok. Let's just go get Miles, and we'll work out all the rest…"

The two Spider-Men zipped around by webline as Venom roared and launched tendrils at the two. "What exactly did you do to piss this guy off?" Spider-Man asked as he and Miles spiraled a tendril before landing behind Venom.

"Oh, you know, the usual, rejected the suit, blew it up," Miles shrugged, "Dating its new host's best friend didn't help."

"That'd do it, kid," Spider-Man nodded. "We need to deal with this guy before there's any more collateral damage. I'll go low; you go high…" the eyes of his mask widened when Miles shot into the air. "Whoa…" he breathed as Miles released electrical blasts from his hands like thrusters, sending him higher in the air.

He nodded quietly to himself, then rushed toward the monster. Miles released a barrage of webbing at Venom's arms and shoulders as the other Spider-Man slid between Venom's legs, webbing his knees and back of his calves as he moved. The two continued to fire off webbing, successfully restraining the monster at least long enough for them to think of another move.

"That was good, Spider-Man," the other Spider nodded as portals began to open around them.

"Thanks," Miles said as he turned to see Prowler, Gwenith and Harry lead a small group of Society members out of a portal before he was grabbed in a firm hug by Gwen. The Spider-Man who aided Miles quietly slid away in the busyness.

"You're ok!" Gwen whimpered into his shoulder.

"You found me," Miles hugged her back.

"No matter what, I'll always find you," she stated as absolute fact.

"That's very sweet, but can we deal with this guy before he busts loose?" Peter B. Parker said.

"Right, let's get this over with… Harry, where's this weapon of yours?" Gwen released Miles and turned toward her old classmate.

Harry gave her a small smile as Venom roared and began to fight hard against the web in which he was tangled. None of the Spider people seemed to sense any danger whatsoever, but Gwenith widened her eyes. "Get away from him!"

"What's wrong?" Prowler asked, catching on that something was blocking their allies' spider-senses but not her own demonically-based heightened senses.

"Here's my secret…" Harry laughed as he began to grow and white and black ooze began to cover him creating an almost polarized copy of Venom but far more demonic looking. "We are Anti-Venom…" the new monster hissed. "And we will destroy Venom… and all witnesses…" the white-and-black monster's clawed hands extended into blade like appendages.

"Move! Move!" Gwenith screamed, and Gwen barely turned toward Miles as the sound of one of the spear-like tendrils ripped through flesh.

To Be Continued…