Welcome to Earth-21968, the home of Dusk-spider!!

"Woah woah woah, rewind a second," Dusk-spider broke in. "Miguel? Like Miguel O'Hara? The vampire guy?"

"Yeah the vampire guy," Miles continued, "he chased me across the city and almost clawed my face off." Miles sat on a cardboard box underneath a highway bridge, rain fell heavily outside their momentary shelter. Dusk-spider sat cross legged on the sidewalk, rocking back and forth as Miles recounted the story of the last half a dozen hours. Prowler had refused to sit, he stood leaning against the concrete bridge listening. He had also not heard most of the story, but he hadn't reacted to anything other than the knowledge that hundreds of spider people existed in a secret society.

"I remember Miguel..." Dusk-spider trailed off, not elaborating on his history. That was the third time he had done it, but Miles didn't question him this time, the last two attempts had given him nothing interesting, and he had more pressing matters.

"I made it out, but the machine sent me to the wrong dimension, where I ran into Prowler," Miles said motioning to the man leaning nearby. Prowler leaned forward and took over the story.

"A moment after I decided to let him go, one of those spider people showed up. I got her watch, but..." he showed the crushed watch. Miles had screamed in frustration when he had first realized Prowler had broken the watch when they landed in this dimension.

"So now we are stuck here unless we can fix it," Miles continued. "Can you help?" He hadn't quite figured out Dusk-spider yet, but he needed anything he could use to get home.

"Well I certainly can't help, my watch was deactivated years ago," Miles shot Prowler a questioning look. "And I definitely can't fix a watch."

"Wait, you had a watch?" Prowler broke in.

"Well yeah every member of the society has a watch."

"You are one of them?" Prowler stood straighter, adopting a stance ready for fighting.

"Well I was, but not for long, and my watch was deactivated when I was kicked out. No one is allowed to come to my dimension, but I have had a few visitors, they tell me some of what happens in the society."

"Miguel banned your dimension? Why would he do that?" Miles asked.

"He didn't want anyone to remember me, although I doubt anyone would," Miles watched Dusk-spider with new interest, so much was unknown, but none of that mattered right now, he had to get home before Miguel or Gwen and protect his family.

"That doesn't matter right now, we just need to fix the watch. If you can't help us, we need to find someone who can."

"Well..." Dusk-spider stopped when both miles and Prowler looked at him. "I can't fix it, but I know someone who can."

"That will have to do, who is it?" Miles asked.

"Well that's the difficult part. She won't like it, but she does owe me a favor, so I might be able to get her to do it." Dusk-spider started fidgeting with his hands. "If it helps get you guys out of here as soon as possible, I guess it's worth it."

"Well what are we waiting for, let's go," Miles stood, impatient at the thought of getting home. Dusk-spider fidgeted further, before standing.

"We can find her at the top of the office building downtown, she knows I hate that place." Dusk-spider shifted his feet. "You will have to watch your words, she isn't one to take an insult without retaliation, and I think even Miguel would watch himself around her." Prowler shook his head slightly muttering to himself, but Miles thought he said something about losing his head.

"Let's go," Miles swung up to the low buildings nearby. The whole city only went up two stories, a strange place to find a spider person. It took him a second to realize the others weren't following. "What's the matter?" He asked as he landed back on the ground.

"Some of us can't shoot webs," Prowler said with a frown. Miles chuckled, "sorry little brother." Prowlers frown became a glare.

"Uh... I guess you can just follow me," Dusk-spider started off down the street. Miles couldn't help his frustration with the slow walking pace. Part of being spiderman was swinging through the air, but reluctantly he was walking slowly through a maze of low roofed buildings. The city seemed pleasant enough, people waved toward dusk spider as they past, but Miles noticed an unusually large amount of people sitting on the sidewalks or under bridges. Most with tattered clothes and a look of hunger. Miles had never been homeless, but he recognized the look. Interestingly, the homeless were more friendly toward Dusk-spider than the traditional folk moving about their day.

"So what's your deal?" Prowler broke their relative silence. Dusk-spider jerked at the question, but didn't answer for a moment.

"Well uh, it's a long story. Not really appropriate right now I think," he said, wringing his hands. "Bitten by a radioactive spider, kicked off the society, alone in my world except for the rare visit by one of the three people that talk to me until you two." He stepped quicker, and Miles couldn't help feeling he was quite literally running from his past.

"Only three people talk to you?" Miles questioned. It sounded lonely.

"Well five now if I include you guys," he chuckled. "Or do I count both of you as one since your kinda the same person?"

"But you seem popular here," Prowler remarked. He had noticed the friendliness as they walk as well.

"Dusk-spider is popular... he is a hero," Miles was confused.

"But you are Dusk-spider? Which btw I like the name. But that means they like you." Dusk spider frowned for only a second, but Miles caught it. "Your lucky the people like you, some aren't so lucky... my friend, i don't know if I can still call her that, but her universe hates her. They blame her for the death of her own best friend."

Dusk-spider nodded, "yeah Gwen told me how bad it can get in her universe sometimes." Dusk-spider and Prowler kept walking a few paces before they realized Miles had stopped. His mind was racing. Dusk-spider knew Gwen? She had told him the situation back in her universe? He had been a member of the society. He said he had been kicked out, but what if he hadn't? What if this was all just a ploy to trap him again?

"How do you know Gwen?" Miles practically growled. Prowler was immediately on guard, he seemed to have accepted Miles, but Dusk-spider hadn't earned that privilege yet. "Where are you taking us? Did you already tell Miguel where we are?" Dusk-spider flinched at Miguel's name, but otherwise held his ground.

"What are you talking about? You asked me to help you fix the watch, I am bringing you to the only person I know who can. And I haven't seen Miguel in years."

"How do you know Gwen?" Miles shifted, and Dusk-spider lifted his hands in what might have been a surrendering gesture, but Prowler didn't wait to see. He launched himself toward Dusk-spider, claws out. Most likely just planning to pin him to the ground in order to get information. Just as his hands began to close on Dusk-spider's arms, there was a soft flash of blue light, and the prowler closed his fingers on empty air. Dusk-spider stood two feet to the left, hands up, palms out.

"Woah woah, chill out there kitty. Gwen is a friend, one of the only three people that talk to me. She talked about you all the time," he gestured toward Miles, "I felt bad when I refused to come help find you, but you found me, so I figured if I could get you back it would be like I had helped with the search too. We are all on the same side."

Gwen had talked about him? Why did that make him want to smile? Gwen had betrayed him, and then came hunting him like an animal. And she had tried to recruit Dusk-spider?

"If you're helping Miguel and Gwen, then we aren't on the same side. Prowler, we are going to need to find somewhere else to fix the watch," of course it was at that moment that they both started glitching. The pain was agony, and Miles blacked out for a second and opened his eyes laying on the street. Prowler lay groaning nearby.

"You don't have time to try and find somewhere else to fix it. I am just trying to help you, and I think I know how now." Dusk-spider offered a hand, but Miles stood on his own. "Gwen and Miguel aren't working together." Miles frowned. Dusk-spider recounted the story he had heard from Gwen. Her own banishment from the society after standing up to Miguel, her talk with her dad, and the collage watch Hobbie had made. He finished by recounting his own refusal to help with the search, and his argument with Gwen an hour before Miles had dropped out of the sky. Miles sat down hard on the concrete. Pieces fitting into place. She had said she wanted to fix things. That others were there, but he had assumed it was Miguel.

"She wants to help you protect your father. I know you don't really know me, and don't have much reason to trust me, it's the truth. You can use that watch as evidence of my story."

"I believe you, although I guess I don't have much choice and we are running out of time. But I don't think I could have remained angry with Gwen anyway," Miles shook his head. "I can't worry about that right now though, we need to keep moving." Dusk-spider nodded, and Prowler climbed to his feet. "You never told us, who is it we are going to see that can fix the watch?" Miles asked as they continued down the street.

"Well that's the tricky part," Dusk-spider grimaced through his mask, "we are going to see the Vulture."

Note: The Vulture? How is the Vulture able to help fix the watch? I hope you enjoyed meeting Dusk-spider for the first time, and I look forward to the trio getting up to some shenanigans. Next chapter, we finally check in the Miguel and a few other characters.