Peni heard them before she saw them.

She wasn't sure if that was a good thing or a bad thing.

"So, this is the fancy-smanchy city of the Spider Social Center."

"I don't think that's what they are called, Ham."

"Eh, you just don't like it because its not dramatic enough."

"Such a powerful society needs a powerful name. Everyone knows that."

"Well, I personally think that it don't matter what something is named, so long as it gets the job done. And they ain't getting the job done if our team ain't a part of it! To think, they thought they could succeed without us! How are you supposed to protect the Multiverse without the heroes that saved it the last time?"

Peni peaked around the corner, staring at her friends. Spider-Ham and Spider-Man Noir were seated at a table at an outdoor café. They were so very-

"What can I get for you?" a waitress asked.

"I had a big lunch," Ham said. "Just get me a black coffee. Nothing too fancy, ya know?"

"You have anything colorful?" Noir asked, looking over the menu.

The waitress, clearly used to different Spider-People showing up to get a drink at the café, didn't even blink at the trenchcoat wearing monochromic man. "We have a Unicorn Frap. Mango flavored milk, blue tart drizzle, with crème and blue and purple sprinkles."

"Oh, I'll absolutely take that," Noir declared, a wind blowing around him and causing some napkins to flutter in the breeze.

-different from one another.

"Still on your color kick I see."

"Color is just different shades of gray, something I find juicy."

"It… really isn't," Ham pointed out but Noir merely continued to stay at him. "Eh, whatever floats your boat." He gave a shrug. "So, what are you gonna tell those arrogant little puff ups when they beg us to join the Society. I plan to give a list of demands."

"I'll reject them, just as I did the last time."

Ham ticked off the points. "I want groveling. Like… really good groveling. Miguel in a school girl dress on his knees and-wait, last time?"

"Yeah," Noir said. "Didn't I tell you about that?"

"…no!" Ham exclaimed. "They offered you a spot!" Noir just nodded. "And you said no? Why?!"

As it always seemed to go when Noir began to talk for more than a few moments all the light seemed to disappear from the area around him save for a small circle around himself. Even everything around him, including Ham, disappeared into the darkness.

"Because I pledged myself to a few noble causes. To see my uncle's killers brought to justify, to ensure that the forces of evil did not sweep across the world as those torpedoes who think they own all the little guys and dolls desired, and to make sure that those I cared for were safe. My uncle has been avenged, the Society sees no reason to help clean up the streets, and not all our friends are part of the Society. So no… I won't be a part of it. I will continue on, a sole beacon of justice in the night, fighting for what was right even as the rain beats down upon me, mingling with the tears of a thousand lost souls who cry out for a champion, unable to even lift their heads to see that indeed that champion has come."

The world returned to normal and the waitress walked up.

"Sorry, I didn't want to interrupt… whatever that was."

"Thank you," Noir said accepting is colorful drink and lifting his mask up enough so he could take a sip. "MMmm. Tastes like innocence before its been crushed under the boot of the corrupt."

"I think that's the mango," Ham said as he took his own coffee, somehow sipping his without lifting his mask.

Before Peni could talk herself out of it… she made her way around the corner.

"Uh… hi," she said, hating how her voice squeaked at the end of that very simple statement.

"Hey!" Ham declared, popping up and waving at her in his wild and extreme way. "We were wondering when you'd show up!"

"Ah," Noir said, turning towards her. "Hey Nickels."

"Nickels?" Peni said, confused.

"I'm working on a new nickname for you. Penny… nickels…"

Ham shot Noir a dry look. "How about leaving the comedy to me, okay sport?" He plopped back down onto his chair (his butt making a honking sound effect when he did so). "Come on, take a seat! It feels like forever since we saw each other."

"Sometimes being alone is the worst kind of forever," Noir said.

"See, that depressing moody stuff? That is your bit. Mine is the nicknames and the jokes and all that. Stay in your wheelhouse and I'll stay in mine."

Peni managed a smile at that. She… she had honestly missed the bickering and playful ribbing their group had had on Miles' earth.

'The Society wasn't like that… not in the end. Some tried but everyone was getting too serious. Too caught up in their…' She let out a sigh, unable to even say the words.

"So…" Ham said when Peni waved off the waitress; she wasn't in the mood for anything, honestly, "…what made you decide to finally call the two of us? We've been waiting to hear from the rest of ya for a while."

And oh how she wished she could tell them it was because she had missed them and wanted to spend time with them.

"Something happened, didn't it?" Noir said, leaning forward. "Someone was hurt."

"Wait, what?" Ham said, looking back and forth between the two. "How did you leap to that conclusion?"

"In my world its less about swinging on webs while supervillains made of sand attack you and more about pressing your nose to the street to find out what is happening." Noir paused. "Admittedly there are a lot of times when I have supervillains made of sand attacking me but not as much as solving cases." He looked back at Peni. "What happened?"

She didn't hold back.

She told them everything.

She hated it.

"That double battered jerk!" Ham said which, as Peni had found, was him practically cursing up a storm. "I knew there was something wrong with him. I just knew it. Keeping us away from the Society-"

"Again, they did ask me-"

"-and keeping all of you away from us." Ham reached into his pocket and pulled out a large mallet. "…no, not big enough." He tossed the weapon away and pulled out one twice as big. "Still not good enough." The next one was the same size but covered in barbwire. "Almost." Once more his hand went into his pocket and the mallet he pulled out that time was covered in barbwire AND had a shark tied to it, the predator snapping its jaws with a metallic clang. "Peeeeeeeeerfect!" Ham declared.

"We have plenty of time to take down the corrupt cult leader," Noir said. "We need to focus on our friends."

"It's not a cult," Peni said softly. "Miguel… he just…"

"Are… are you still defending him?" Ham asked, tilting his head in confusion. "After everything he did to Miles you are defending him!?"

Noir though held up a hand. "Why don't you take a walk… maybe get some water for your shark?" he gestured at the great white, which was panting rather hard.

"…fine," Ham said, eyes narrowed (and the little white spots on his snout as well, oddly enough). "But we aren't done here." He topped down from his chair and stormed off in a huff, muttered to himself, the shark hopping after him, causing the handle of the mallet to clang on the ground.

Noir moved his chair around closer to her, Peni on one hand wanted to be as far away from him as possible… and on the other just wanted to press her face to his shoulder and sob.

"Alright Nickels," Noir said and Peni couldn't help but smile at the horrible nickname, "what happened to you?"

She grimaced. "I don't know what I was thinking. This is about Miles. He saved us and-"

"Not that," Noir said, holding up his hand. "I mean before all this. What happened to you on your world?" Peni stared at him and Noir scoffed. "Come on, you think I can't see something is bothering you? Used to be you were like milk with a big lump of sugar in it. Sweet but also needed. But now you are as black as that coffee Ham swills down. So… what exactly happened to you?"

"I…"

"Because," he continued, "I know that you would never have bought into Miguel's whole 'canon event' spiel if something hadn't affected you."

Peni blinked, looking up at Noir in shock. "You… you know about canon events?"

"Of course I do. Miguel gave me the entire pitch when he tried to recruit me."

"Who… who did you lose?" Peni asked.

Noir sighed. "Some good people. They helped me out while I was working to take on some scuzz buckets that were trying to convince people they weren't so bad with some picture shows they'd commissioned. Problem is… I've lost a lot of people, kid. Seen the kiss off a lot. Ya don't dig through the filth that coats the underbelly of this city and not lose good people to the muck and the slime. Some just can't handle it, some surrender to it… and some just don't make it out from the sewers and the gutters. He gave me the whole speech and I told him I'd think about it… then crushed the communicator he gave me under my plate. He figured out real quick that I wasn't interested, I guess." He shrugged. "Sides, reminded me too much of that from the business men trying to hide they were eggs. Wasn't gonna buy into what he was selling. Not even worth a checker. All wet." He looked down at his lap before glancing back at her. "So… what happened to you?"

Peni worried her lip for a moment. "My Aunt… she worked on a new suit. Something to… assist me, I guess. I never did really learn. It used something new, instead of a radioactive spider it used… I don't know." She looked down at her hands. "So much I don't know…"

"Take your time," he said.

But Peni found she didn't want to take her time. She wanted to get it all out.

And she did.

About VEN#M. About Abby Brock and how she had tried to talk to her but Peni had been so focused on other things that she blew her off. About the mech going mad and the green… monster… within taking over, absorbing first Abby and then her Aunt May. How SP\\DER had managed to defeat it but had still lost. How Miguel had found her…

"He told me that it wasn't my fault," she whispered. "That it was always supposed to happen."

"And you just accepted it. Never saw him for the grafter he was. Didn't get the low down on what was really going on…"

"And because I did now Miles is hurt." Peni pressed her hands to her eyes. "Just like Abby. Its just like Abby again! I was so caught up with my own problems that I didn't think about him and-"

"Hey. Hey." Noir placed a hand on her shoulder. "Listen to me, Nickels… the kid is gonna be fine. He's alive, that's the main thing. And soon hell be back on his plates. Ya got to have hope."

"Hope…" Peni murmured. "I don't think I have any hope left."

She didn't resist when Noir pulled her into a hug.

And she wondered how different things might have been… had she sought him out instead of letting Miguel's words make her forget how to smile.

Because that's what she couldn't even admit to Noir.

She'd known Miguel was wrong.

She knew his info was wrong.

But… she'd desperately wanted him to be right.

Though nothing