"Peni? …Peni~?" The little girl was starting to hear her name in her sleep. Or rather, that's what she was supposed to hear. To her, that name sounded too muffled in her mind to interpret it as such. It was just distracting, so she only responded with a moan. A few more repeats of her name defeated her fight for sleep in the end. She barely opened her eyes to see Gwen on her console, who asked with a smile, "Finally awake, sleepyhead?"

Having just booted from sleep mode, Peni tried to recollect why Gwen was in a video call instead of being here with her in bed. The feeling of sadness came rushing back when she remembered the girl was on her way to Alchemax.

"What's wrong?"

"I just remembered you're not really here."

Gwen chuckled. Despite how smart Peni is, she was very slow when she just woke up. "Don't worry. It's just for now. Let's get this Alchemax crap over with so we can go back home."

"You mean 'here' home, or 'your dimension' home?"

"I mean here. It feels more like home than my own home ever did."

Peni smiled. "Same." The other girl looked like she's still on the bus. "How close are you to the place?"

"We're getting off at the next stop, so I guess pretty close."

"Kay." Looking out the window, it was barely sunrise. Her console states it's 8:04, and judging from the chat timer, they slept for at least an hour. "How'd you sleep?"

Gwen shrugged. "Eh, the chairs are crap, but it's better than nothing. You?"

"Well, I can't complain about the bed being crap." A yawn escaped her. "Still tired though."

The other girl yawned as well. "You know you can go back to sleep, right? You don't really need to be awake till we get there."

"I know. But I think I'll save sleeping for when you get back."

Gwen too wanted to save the sleep for that. "Alright, how about none of us sleep until then. Deal?"

"Deal."

Gwen leaned forward to grab her phone still webbed onto the chair in front of her, but she flinched back in discomfort before she could reach it. "Fuck, my ass is killing me. Goddamn these chairs."

Peni giggled while taking a moment to think about said ass. She watched the taller girl attempting to reach again, taking it much slower this time, and the sight made her laugh more. "You're moving like a granny. How long have you been on that bus, Spider-Gran?"

Gwen chuckled before remarking, "Look who's talking. You can't even get up on your own, and I even help you change."

"Hey…" she responded with a fake pout before smiling, "Well, since I'm Spider-Gran, you're Little Red Riding Hood."

"Why's that?"

"Well… your spider suit has a hoodie, and your backpack has some of my candy, so it's kinda like a basket of treats. You're already perfect for the role."

"Heh, didn't think of it that way. In that case, you better hope I get to you first before the wolf."

"…Crap." They laughed.

Trying a candy from her backpack, Gwen cringed at the overwhelming cherry flavour on her taste buds that haven't touched anything else all day. Peni laughed and then noticed Gwen with a can in her hand. "What's that?"

"Iced coffee. Got it from the bus stop."

"Is it sweet?"

She took a sip. "Kind of. It's peanut flavoured. I can get you one on the way back if you want."

"Sounds good."

The conversation more or less ended there, and some time passed without another word. It felt nice to not say anything and just be in each other's presence every now and then. Peni's eyes eventually felt heavier. Gwen on the other hand considered allowing the girl to fall asleep, but then that sleep would be wasted by the time she got back. And she's pretty sure Peni wouldn't want that either. "I thought we were trying to stay awake."

The smaller girl's eyes were fully open again, though she was almost as slow as she was when she just woke up. "Huh? Did you say something?"

"You were gonna fall asleep."

"Oh. Crap." She rubbed her eyes and yawned one more time before going on her cell phone. "I'm gonna stay awake for real." She was eventually in a call with someone. "…Hey. Could you bring a glass and some orange juice? …Thanks."

Shortly, Miles entered with the requested items in hand. "Thanks," Peni said as he placed them on the nightstand. "Could you help me sit up?"

While the camera didn't give a clear view, Gwen could see Peni being helped up by the boy, paying particular attention to how they had their arms around each other, and picturing their bodies touching in the process. She wasn't very fond of that.

On second thoughts, it irritated her.

Rationally speaking, Peni needed somebody to help her up, and Miles just so happened to be close by while Gwen was practically on the other side of the county. She still couldn't shake off the feeling of jealousy that someone else other than her was helping Peni. She wanted to have her own arms around the girl, to hold her close and share the comfort that was so easy to melt into.

"Thanks," she said after being helped up and getting a glass of OJ. She turned to the girl on the video chat, though her smile weakened upon seeing Gwen looking troubled. "What's wrong?"

"Huh?"

"Something's wrong. Peni for your thoughts?"

"Oh, uh…" she started before putting on a smile, "nothing's wrong."

Peni wasn't buying it. She knows how Gwen smiles, and this one looked nothing like those cute, toothy smiles the taller girl wears when she means it. She frowned in silence. "Can you go somewhere private?"

Gwen felt anxiety bubbling because Peni wasn't going to drop it. "…Sure." Standing up, she walked towards the back and sat on one of the corner back seats. There was nobody within fifteen feet, and she wore her earbuds for added privacy. "Uhm… I'm somewhere private now."

"Miles isn't here anymore. It's just us two. So, what's wrong?"

Gwen felt her throat blocked with anxiety, but she tried to brush it off one more time. "It's nothing, really. I shouldn't even be upset about it. It's just… stupid."

"So there is something."

Gwen sighed at herself for admitting that.

"If it's bothering my best friend, then I don't think it's stupid," Peni reassured, tenderly trying to coax it out of her. "You can tell me anything, you know? …I like talking."

The girl's voice through the earbuds sounded more comforting than the phone's speakers made it out to be. It sounded like she was here, if you ignore the audio crackling. Gwen felt calmer, feeling like she could tell her anything. "…Um," she started before pausing, "…I, uh…" and then muttered the rest, "I just got jealous. That's all."

Peni's gears to work. Jealous? Of what? She seemed fine until Miles helped out. Was it because of that? …What about it bothered her?

Oh.

She was jealous of me. …I see. I guess she likes him… That conclusion had hurt her, and she felt somewhat rejected. But she felt stupid for not having seen it coming. Miles knew Gwen longer than she has, and taking into account that they've all been sent to this dimension at the same time, she figured those two had known each other for a week longer at most. A week may sound like a negligible difference, but it's been proven by her and Gwen that two Spider-People can get close very quickly. And Peni knew she wanted to be the closest one to Gwen. "It's okay," she muttered.

"Huh?"

Making eye contact, Peni's expression changed to that same forced smile Gwen had (unsuccessfully) pulled a minute ago. "It's okay! I only wanted Miles to help cuz he was here. Nothing more. I didn't mean to take him away from you."

Gwen was confused at the reaction, but she managed to put the pieces together. "No, Peni. I…" her speech got even quieter as she blushed, "I was jealous of him. Not you…"

She was hopeful at those words. "…Really?"

"Yeah. I guess I just didn't want anyone else holding you. That's kinda like my job, you know…?"

Peni doesn't remember the last time she saw the blonde this adorably flustered. She was relieved and looked much happier that the other girl didn't want anyone between them. "You don't need to worry about that. It was just because you weren't here."

"I know. That's why it was stupid to feel jealous."

"It's okay. I feel that way sometimes too, you know?"

"I noticed. You didn't want Miles taking me away from you?"

It was Peni's turn to get red and speak quietly. "Well, no. Don't want anyone taking you really. You're my bestie."

Being touched by that and having relief washed over her, Gwen flashed a flushed smile; that cute, toothy one Peni really liked seeing. "Same. You don't have to worry about losing me. …Thanks for making me talk about it."

"Don't be afraid to vent to me."

Eventually, the bus reached its stop, and the three passengers—Peter, Benjamin and Gwen—got off, finding themselves in the snowy woods. They decided to walk for the rest of the journey, because if an Alchemax employee spots them swinging there, then the place will be on tight lockdown before they can leave.

About half an hour of trekking later, a modern-looking building was in sight, which Gwen's phone confirms to be the Alchemax building. Peter guided and led them to the hiding spot behind the large broken rock, the place he's been to every time he came here.

"Guys," Peni called, "If any of you see my backpack, can you hold onto it and bring it back when you're out of there? Maybe web it onto one of your own bags?"

"Oh." Trying to remember where he last saw it, Peter crouched and dug around, eventually finding the frozen backpack that was buried under the snow that accumulated over time. He gave Benjamin the bag before undressing his clothes in front of them, and everybody's eyes were thankful that he was already wearing his spider suit beneath. He noticed the others were looking at him. "What?"

Benjamin spoke for him and the girl. "Do you always have that on?"

"Well, you never know when you need it in such short notice. And it's also convenient. Don't have to waste time changing."

Gwen thought that was pretty gross. Seeing as Peter was doing warmups and Benjamin was beginning to take off his own coat, she began to walk off on her own.

After sneaking around for a bit, she found herself a discreet, private place even further away from the building and behind a bigger rock. She faced Peni on her phone and stuck her tongue out in disgust. "Remind me to never touch Peter's suit."

"Yeah, I feel like disintegrating just imagining myself touching it."

"Right? Anyway…" She leaned her phone against the rock and stepped away, dropping her backpack and giving the other girl a full-body view of her back.

Peni was starting to feel nervous. She knows I can see her, right? Is she seriously gonna…?

Her heart started to palpitate when she saw Gwen beginning to undress. And unlike Peter, Gwen's suit was stashed away in her backpack, meaning she was going to see the taller girl in her underwear. She felt excitement swelling up, but she considered if it really was alright for her to watch. Gwen did angle the phone to face her, and she didn't seem to have a problem being ogled at when she did stretches and showed off her ass in front of the smaller girl that one time. So, Peni continued to watch intently.

Meanwhile, Gwen felt more nervous than the other girl did. Her hands were trembling when she set the phone to face her, and she was taking longer than usual to remove her hoodie. But she wanted her and Peni to be more comfortable around each other, regardless of what they were doing. That's why she wanted to change in front of her. Best friends do change together after all.

Peni watched as the hoodie came off, revealing bare skin and a comfortable black sports bra. The girl was fit, and her bust stood out, drawing the smaller girl's attention. Even though the chest was completely hidden behind the sports bra that had a large coverage area, she could tell it was a great shape. She was reminded of the warmth and softness when she had her face between Gwen's boobs during one of their hugs.

The baggy sweatpants did a great job at concealing Gwen's lower figure, because once she slid them down, Peni was blown away. Her ass was not modest in the slightest. She was wearing black casual panties, which looked like they were hugging tightly, not able to reach far enough to cover even half her cheeks. And with how the fabric dug between her cheeks, it looked more like a thong at this point. Though, picturing her in an actual thong excited the smaller girl even more. And to top it off, her backside was beautifully complemented by her full thighs.

Peni couldn't take her eyes off the girl standing there. In fact, she looked at herself on the video chat's camera preview and noticed she was having a nosebleed. She was thankful for the nightstand carrying a tissue box.

Gwen hadn't looked at her since she started changing. She was nervous like crazy and played with her hair, imagining Peni ogling at her hard. And she'd be right. Not that it didn't make her feel good. She then realised something as she breathed out and saw cold smoke escaping her mouth. She was reminded of snow falling around her. Finally realising, she shivered and wrapped her arms around herself. "Fuck, it's freezing!" she whined, finally facing the phone.

"Duh!" Peni chuckled, though she was distracted at how the other girl wrapping her arms around herself formed a visible cleavage on her sports bra. She was met with another pleasant surprise when Gwen bent down to open her backpack. That pose looked really good on her.

Retrieving the suit and putting it on as fast as she could, she was relieved by the warmth beginning to sink in quickly. "So glad I made this suit thermal."

"Hmm," Peni assented. The suit may have (sadly) covered the skin for the time being, but she realised how Gwen's figure was practically preserved under the skin-tight suit, as if she was still naked. She wondered if Gwen was stared at a lot as Spider-Woman back home. She wouldn't be surprised if that were the case, but she hoped it didn't make the girl uncomfortable.

Her heart raced once again at the sight of Gwen doing warm-up stretches. It was just like last time. The girl focused on core and limb stretches, using the nearest tree for support when needed. Peni looked forward to the stretches that showed off the curves more, especially the backside curves, and whenever they did, they never failed to take her breath away.

When Gwen was ready to go back, she picked up the phone and smiled at how red Peni was from watching. She liked having that effect on her. It was cute. Peni made sure her console saved a recording of the entire changing and stretching footage.

Gwen regrouped with the others to see Peter and Benjamin in their respective suits except for the masks. "I guess we're ready," Peter said, "Peni, get the laptop ready and let us know what it's like inside."

The blonde saw the little girl beginning to get up, but without any help. "Peni, I know what I said about Miles helping earlier, but I'm fine now, really. Get him to help."

"What's this about Miles helping?" he asked.

"I-It's nothing."

"It's fine," Peni reassured, though her pained smile didn't help much, "I wanna see if i've gotten better yet."

"Seriously. Call Miles."

"I don't need him!" Sure, she didn't want to risk hurting Gwen by having Miles help out again, but she wasn't really lying about wanting to do it alone and check on her recovery progress.

"At least have him there in case you really need him. Don't try it on your own without some backup. Please?"

"…Okay."

She was on another call with the boy. "Could you come again? I wanna get up, but I might need you just in case."

"I'm on my way."

With Miles next to her, Peni rested her console on the nightstand and proceeded to sit up and turn her legs out of the bed—or at least she tried to. It was just too painful. "…I can't. Miles!" she cried, frozen halfway with an arm out to him, who immediately came to hold her and get her to fully sit on the side of the bed. After breathing through the pain, she wasn't ready to do the rest. "Help me up. I can't be bothered to do it on my own."

She couldn't see it, but Gwen could hear him holding her up. It wasn't nearly as painful as it was back on the bus, though if she still felt any hurt this time, it was probably the selfish part inside her that still wanted Peni to hold her and her alone.

"Does it hurt a lot?" Gwen asked.

Peni groaned as she grabbed the console and made her way to the desk. "Not anymore." After booting up the laptop, Peni connected to the implanted surveillance devices and saw footage and data around the Alchemax building. "Okay, so… there's a lot of people on the ground floor, not so much on the upper level. But they have their own cameras watching around the place, so… your best entrance would be getting directly on top of the building."

"I suppose we can slingshot ourselves from the trees," suggested Peter. The girls saw the video call length and it's almost four hours. As much as they wanted to continue the marathon, they ended the call and switched to communication through earpieces.

After wearing their masks—in addition to Benjamin wearing his fedora and Gwen putting on her hoodie—the three Spider-People climbed up a tree of their own and used their webs to slingshot themselves. Soaring in the air one by one, they web-slinged to the flat roof to guide them onto the landing area. Peni and Miles watched, impressed and getting the urge to want to fly like that themselves.

The three found various ventilation units. They decided to pick one that was closest to the edge of the building so that they could make a quicker exit.

"This takes me back," Peter reminisced in a whisper as he crawled through the vents taking the lead, remembering when he was here with Miles.

Benjamin followed behind, disagreeing. "Really? This is pretty unpleasant. It's like a steam locomotive's been living here. So much damn soot everywhere."

"Tell me about it." Gwen sided with Spider-Man Noir, following in last place. Her suit, being primarily white, was already easily smeared in this black powder that lingered on the vent walls. "Has it ever been cleaned here?"

"I don't know if vents are supposed to be cleaned at all," Peter argued, "People aren't exactly supposed to be inside them."

"Well, it would keep the airflow healthy."

"Fair point."

They passed by heat sensors that Alchemax had placed in the vents, but thanks to Peni's jammers, they weren't functioning, so they posed no threat. The vents were a big maze, but they relied on her to guide them to a room she deemed to be safe to be spotted in. It had a lot of windows, some of them already conveniently open, and there were five people occupying the room. It was also far from where Liv was.

Peni and Miles jumped at the sound of the door opening. "Morning, guys," Porker greeted, "Nice morning, isn't it?"

Peni smiled, "God, Porky, your footsteps are so quiet you scared us. We're just watching over the others doing the decoy plan."

"Ooh, I wanna see!"

The pig excitedly got on the desk and sat beside the laptop. Peni shivered, and she saw Miles walk away to close the window for her. "Thanks."

Out of interest, Peter stopped at an opening in the vent. "Hey, guys, check this out." There was a commotion happening directly below them in the office. A man was being targeted by the other employees. "I feel you, bud," Peter said empathically.

"Hey, John, I have a question," asked one of the mocking workers, "Who would win? A man with a master's degree in science and experience with guns… or one small bagel?"

John, the employee being targeted, was unamused of the joke and had been for the past week. "Yeah, real funny. I'm sure almost a week is long enough to have a healthy laugh about it, so let's drop it? Also, it didn't kill me, and I ate it, so I technically won the battle."

Gwen dead-panned to Peter who was now chuckling to himself. "Weird that you're now laughing when you were relating to the guy literally a few seconds ago."

"Oh, you guys don't get it. Remember when me and Miles were here last time? We were trying to outrun the guys, he held the computer and I took a bagel. We did a switchy-switchy, so I had the computer. But he didn't know what to do with the bagel, so he just threw it at that guy there and knocked him down, even though that guy had a gun."

Benjamin huffed. "Bringing a knife to a gunfight—or rather, a bagel—and still winning? How embarrassing for the lad down there."

"I know, right? Aw man, you guys should've seen it, it was priceless. I almost laughed my ass off, but I had to remain totally professional while teaching the kid."

"Right… teaching him by putting him under intense life-threatening situations?"

"Yeah, it's the best way to learn."

Gwen had another question. "Why were you holding a bagel in the first place?"

"It was part of the plan! Actually, I was just hungry."

Peni turned to Miles. "You seriously took down one of those guys with a bagel?"

"Yeah. I was totally meant to do that. Had to improvise, you know?"

She laughed. "Sure. That's amazing."

Porker also sent his approval. "You fight just like I do."

It looks like those three weren't the only ones in the vents, as someone was approaching them from ahead. It was just a spider, though it looked radioactive. Benjamin, being the first to recognise it, took it in his hands. "Oh, it's you, Bitsy."

"She's there?!" Peni asked excitedly through the earpiece.

"Yep. It's thanks to you two that this plan will be a walk in the park."

≈I miss you!≈ Peni said to her spider friend telepathically, before an idea came up. ≈Actually, could you do me another favour? One of the guys has my backpack. Could you go and get a flash stick from it and take it to one of the computers? I want footage of Peter and Miles trying to escape the building. It should be from around last week or later. Then regroup with the others.≈

≈No problem.≈

≈Thank you!≈ The spider got to work by crawling into the backpack attached to Benjamin's bag, and crawling away with a flash stick.

Since Miles closed the door a while ago, Peni's shivering didn't cease. In fact, the shiver was slowly spreading throughout her body. "Do you guys feel cold?"

Miles shook his head and Porker answered verbally. "Not me. Are you coming down with something?"

"I don't think so. …I guess I'm used to being in bed at this time."

"Why don't you go back to bed and use the laptop there?"

"I might." She eyes the carton of orange juice beside the computer and thought of drinking some to hopefully remedy this shivering. She reached for the carton, but her hands were shaking, and so was the carton once she lifted it.

In case she'd spill the juice over her equipment, Miles took the carton off her hands and poured a glass for her himself. "I think you should be in bed if you're that cold."

"Right."

She was snuggly tucked into bed with the laptop on her lap area and continued monitoring the building.

After a few minutes, she didn't feel warmer. It was starting to freak her out. She looked down at her hands that were trying to warm her arms, and upon a closer look, goosebumps had developed on the back of her hand, and the hairs on her skin were erect. She pulled up one of her sleeves to see the same symptoms on her bare arm. She double-checked with her other arm. No difference. She even lifted her shirt to take a look at her tummy, and it was the same thing. Maybe it's not that I feel cold. I don't know what it is though.

Right. Juice. As soon as she took the filled glass on the nightstand, she was shaking it at least as much as the carton earlier, struggling to bring it to her lips.

Miles, sitting beside her, took the glass. "I'll hold it. Just drink."

"Thanks." She allowed the glass to be brought to her mouth and she swallowed the drink bit by bit until there was no more.

"What's going on?" Benjamin asked, hearing the exchange through the earpiece.

"I… I've got goosebumps and I can't stop shaking."

"Why?"

"I don't know."

"Is May there?"

"No," Porker said, jumping out of the bed, "I'll go get her."

Peni couldn't figure out what was going on. She's never had this sensation before. But then she was given a hint. A hint that frightened her. "…Miles? Did you feel that?"

"No."

She looked at him in disbelief. "Stop messing with me!"

"I'm not!"

"…You promise?"

"I promise! What are you feeling?"

"My spider sense is tingling." Why is she the only one feeling this?

His eyes widened, and he looked around cautiously before facing her again. "Really?"

"Check around her, Miles," Gwen said, "Maybe there's something that will hurt her waist or make her fall off."

The boy got up and checked the pillow behind Peni. The girl's unwounded side was leaning on it stably. She wasn't too close to the edge of the bed either. And the laptop didn't look like it had liquid damage. There's no signs of danger here. "I see nothing wrong."

"I'll just wait for Aunt May," Peni said, slightly reassured. She tried to stay calm and focused on surveying. She still looked around the room just in case, but she couldn't identify any sign of danger either. Is her spider sense sending a false alarm? …No, that's never happened before. …But there's a first for everything, right?

The tingling refused to go, and the goosebumps remained. It was slowly beginning to scare her. The prolonged tingling had put her in a state of excessive cautiousness, and she didn't know how to deal with it. She appreciated the telepathic words of comfort Bitsy sent to her. And she was grateful for Miles being here. It definitely beats being alone. But she wasn't content enough.

She wished Gwen was here.

≈Gwen…!≈

Gwen froze. She had that feeling again. The same one she and Peni both experienced this morning, when they hugged before the taller girl departed; when they had this… feeling that the other was calling for them. But this one sounded more like a distress call. She figured Peni really wanted her.

"Gwen…!" Peni said through the speaker.

"Peni! It's gonna be okay. I'm here."

The smaller girl was graced and comforted by her voice, still able to reach out to her through the laptop.

"Hey, Peni. That thing happened again, where it felt like you called for me. Before you said my name."

"…Really? I guess I was thinking of you… Wait. Stay where you are. There's a car pulling up outside." It looked like a limo. As she paid longer attention to the limo, the tingling in her spider sense escalated to full-on ringing, and she held her head as a headache was quickly forming. The girl's anxiety accelerated at the thought of who might be in that limo, because she sure recognizes that vehicle from somewhere in the outskirts of town; specifically in the area where May's house is.

A very large figure exited the car. It was then her spider sense rang like its life depended on it, because it genuinely believed so! And for once, she wasn't the only one feeling it. Miles felt it too, and so did the others.

Landing her eyes on this large figure that was Kingpin, Peni was put into a state of shock, and all she could see in her mind was herself standing on that sidewalk outside May's house, having just handed the computer and goober to Liv, and then seeing Kingpin with his, not honouring his end of the agreement by preparing to shoot her. This was it. That man was entering Alchemax, and she's been triggered into a panic attack. She saw the image in her mind again: Kingpin with his pistol, showing an expression that showed no bluff. Just intent. She believed it was all over.

He's gonna kill everyone.

…"GET OUT OF THERE!"

Everybody jumped at Peni's scream, and the Spider-People looked at each other in shock before Peter responded. "What is it?!"

"IT'S KINGPIN! YOU'RE GONNA DIE IF YOU STAY THERE! GET OUT!"

Gwen was beyond worried. She's never witnessed Peni this afraid and panicky. "Peni, we're still alright. It's gonna be okay. We just need you to guide us away from him."

Peni found some of the comfort from that, and used it to look at the footage for what route to take. But her eyes accidentally landed on Kingpin again, and her mind showed that same image of herself in front of him, and his gun was slowly getting closer to pointing at her. And the closer the gun got, the more intense her goosebumps and tingling spider sense got. She was more on edge. "I can't. Gwen!"

"Come on, breathe with me."

"Gwen…"

"I'm here. I'm here."

She tried to calm down and take deep breaths, she really did. But in her mind, that image of herself was soon replaced with Gwen, who was now at gunpoint. She feared it was going to happen for real and she couldn't do anything about it. She was too far away, and Gwen and that damned man are in the very same building. She couldn't take it, and broke into tears. "Please… just get out…!"

Gwen felt awful at the sound of Peni crying through the intercom. She wanted to go back and be there for her, to take her in her arms and hold her, soothing all that suffering out of her. She hopes Miles was comforting Peni, even if it would hurt Gwen in return.

And Miles did try to comfort by putting his hand on her shoulder. But as soon as contact was made, it caught her by surprise, making her jolt and slap away his hand with a shriek. She covered her face as if she was trying to protect herself from him. "No! Please!" He was left perplexed.

Since hearing Peni screaming for the first time earlier, May and Porker were rushing to the bedroom. They feared that the plan had fallen apart; that the Spider-People were compromised in a way that didn't go according to plan and were now facing the very people they were trying to avoid.

BAM! The older lady hurriedly and noisily opened the door, and Peni jumped at the noise, her mind registering it as a warning shot from Kingpin's pistol. "DON'T KILL ME!" she cried, covering her face again.

"Peni!" Gwen whispered loudly, panicking herself, "Who's trying to kill you?!"

May had her hands up to show no harm. "Sweetie, it's just us. It's gonna be okay."

Peni uncovered her face to see May and Porker looking just as concerned as Miles. Her eyes trailed to the left where the closed window was, and through it, her robot was hanging outside it. Thinking about him made her want to go there. I need to go inside the robot. Just so I can feel safer! It was me being out of it that made me such an easy target for him in the first place! I won't get shot again this way. Maybe I can use it to go save Gwen and the others! I know I'm so far away, but I can go faster than the bus, and they can just wait for me! Yeah!

With that resolve locked in, she tried to get out of bed on her own again, but since she forgot about her injury entirely, she moaned at the pain.

"Dear, where are you trying to go?" May asked after helping her up.

"I… need to go to… the robot," Peni said, making her way there, though she left the laptop resting halfway on the bed. It eventually slipped off and hit the ground with a deep, vibrating thud. But she didn't register the thud as simply her laptop hitting the carpet. At the moment of the sound, her vision blurred, and she heard the thud as the loud bang of his pistol. She felt a sharp pain in her wait. Looking down, her shirt was getting wet and soaking up in red. She lifted the shirt to see a fresh gunshot wound in the exact same place as her healing wound, and blood was spurting like there's no tomorrow. The pain she felt was agonising, the sight of her waist was horrendous; her fear for herself and the others were unbearable; her spider sense was overstimulated and her headache was literally piercing. She couldn't take it anymore. "I… Eh… Uh… M…"

That was all she managed to say before falling, though May managed to catch the girl before she hit the ground. "Peni? …Peni?"

Everybody's spider sense stopped tingling, and they were convinced the danger had passed by, whatever it was. The Spider-People waited until the girl was calm, but it was quiet on the other side, until they heard May's muffled voice. Peter checked in on them. "Guys? …Hello?"

They heard more ruffling before a response arrived. "Peter?"

"Miles? What happened?"

"I don't know! She was freaking out, and then she got out of bed and was walking to her robot, and then she just passed out!"

"What?" Gwen whimpered, "…Oh my god, why did I leave her?"

Peter reassured her with his hand on her shoulder. "Hey. It's gonna be okay."

Benjamin stayed silent. He has an idea why Peni was like that, and he was just as worried for her.

"How is she?" Miles asked May, who tucked Peni back to bed and watched over the unconscious girl.

"She seems calm. Other than fatigue and the healing wound, there's nothing physically wrong with her. …Say, when did she start getting all freaked out?"

"I think it was when Kingpin got out of his limo."

She sighed. "If that's true, then I should've seen this coming. But she seemed fine until now…"

"Seen what coming?"

"Back when Kingpin shot her, it didn't just affect her physically. I can't tell for sure until she wakes up, but my best bet is it also gave her a PTSD. She hasn't seen Kingpin since that time until now, so that sounds like the trigger. And with her getting startled and thinking we'd kill her, that sounds like she might've been hallucinating. The poor girl couldn't take it and passed out."

"…Shit."

"You got that right."

The Spider-People overheard her opinion and most of them were shocked. Benjamin on the other hand shook his head in concern because his guess was correct. "May?" Gwen whimpered into the earpiece, "Is she gonna be okay? Nothing's gonna happen to her in her sleep, right? She'll get better, right?!"

"She looks peaceful right now, but we're keeping a very close eye on her. She'll get better. I'll do her job and guide you through the plan. For now, focus on being safe."

Picking up the laptop from the ground, May located the Spider-People and led them to the designated room, meeting up with Bitsy again on the way and collecting her in Peni's backpack. They all got caught as planned and managed to take an easy escape through one of the large open windows, and by the time Liv and Kingpin reached the room, they were already long gone. May made sure to disable the jammers so that Alchemax's sensors continued working as expected, just to avoid any more suspicion.

The decoy plan was a success. Wearing their casual clothing again, Peter, Benjamin and Gwen were sitting together in the bus on their way back home. But the journey was so much gloomier this time, despite them not needing to face danger at Alchemax anymore. Gwen couldn't even text Peni, let alone video-chat with her.

Peter handed out bagels he managed to steal from that room they got caught in, hoping to also lighten things up. "Want one, Gwen?"

Her face remained depressed as she spoke softly. "No, thanks. Not hungry." She stared at Peni's schoolbag in her hands. It was still so cold that the fabric remained stiff. And for some reason, it was destroyed and had one whole side torn apart.

"I think some birds tried picking it open," Peter said, "I'm sorry that happened."

She continued inspecting the bag. It was colourful, mainly blue, and had a cat face on the front, with 3D whiskers sticking out. It was a cute bag. But it was nowhere near as cute as its owner. Gwen wanted to see her cute face again.

Bringing out her phone, she swiped through the few pictures they took together. There was the one where they slept on the bench, hugging each other. She yearned to hold her like that again and never let go this time. There was a second photo of them sleeping, but Miles and Peter were also in it, playing around with the camera. The third photo was Gwen looking at the camera, playing with her hair while broadly smiling, proudly showing the gap in her top teeth that she used to consider her insecurity. She remembered Peni telling her how she thought the freckles and tooth gap was cute, and then taking this picture. That insecurity has gone since. The fourth photo was their first selfie together, their arms around each other and smiling like they were absolutely content. Gwen knew it was true on her part, and Peni sure looked just as happy.

She really wanted her to be okay. But ever since her first best friend passed, she was used to thinking negatively, and her brain demanded reassurance. What if she has a heart attack? What if she just dies in her sleep? What if she's actually in a coma? What if she ends up getting worse? I can't lose one more friend… I can't take it again… The anxiety and distress got to Gwen and she couldn't help channelling it out physically, putting pressure on the smartphone in her hands… until it turned off and imploded.

Gwen simply stared at the dead shattered screen before putting it back in her pocket. The worry made her depressed, and Benjamin's hand on her shoulder was enough to send her over the edge and make her weep into the backpack. "I just want her to be okay…! Fuck! Why did I leave her?! I'm so scared!"

"I'm sorry. We would've had you stay for sure if we knew something like this would happen. C'mere," he cooed, bringing Gwen's head to his shoulder for her to cry on, rubbing her back and stroking her hair. "Peni's just turned thirteen, and she's already been through more than I have during my childhood and teens combined. She's a fatherless girl, and a Spider-Girl at such a young age. Which means she's hella tough. That girl will recover. And you two will be there for each other like always."

She remembered how Peni told her that Benjamin was the closest thing she had to a dad, and Gwen could see where she was coming from. Benjamin did have paternal qualities. He reminded her of her own dad. She missed him a lot, but didn't want to think about him any more. She didn't want something to make her feel worse.

Gwen cried a little more before calming down and letting out a stutter breath. "Thanks. …Can I stay like this?"

"Of course. But do you mind waiting a few minutes for me to have a quick smoke break first?"

"Sure." She watched the man open the closest window and climb out to the roof, then felt Bitsy crawling out of Peni's backpack and resting on Gwen's arm. She bet the spider was also worried.

She looked at Peter who gave her a sympathetic smile. "Peter?"

"Yeah?"

"Can I still have that bagel?"

Benjamin blew out his first puff while he sat on the roof. He wished he didn't need to smoke to relieve stress, but he was taking baby steps to quitting for good, so that's something. Except he may have relapsed since the cigarettes in this dimension tasted so much better than the ones back home. He believed Peni would get better, but he still worried about her. Because she's like a daughter to him.


Slowly waking up, Peni adjusted her eyes to see someone sitting beside her on the bed, minding their own business on their phone. "…Miles?"

He quickly turned to her in anticipation and relief. "Hey! You alright?!"

She yawned and saw May and Porker quickly getting in her vision, and she was now confused. "Yeah… Why are you here? Where's Gwen?"

"They're on their way back. We were just looking after you."

Being miraculously slow during wake-up, she tried to recollect why they were looking after her, and why Gwen was being referred to as "they," and where she's on her way back from.

The others got worried when Peni's expression turned to surprise, but to their relief, she raised her head and showed excitement. "They're coming back?! So, they're all okay?!"

"Yeah!"

"Hey, dear," May asked, "How're you feeling?"

"I feel okay."

"Do you have any memory of what happened?"

Her expression fell. "…Kind of. I don't know why it happened. It was so scary."

May went and sat beside her, stroking her hair. "I know it was. That's why I want to talk about it, to make sure you're okay and so we can prevent it from happening again. So, how did it start?"

Sighing and taking her time to think, Peni started to explain everything that happened today; about how she and Gwen somehow called out to each other during their hug this morning, which Benjamin seems to know about but has yet to tell them; how she had goosebumps and her spider sense tingled out of nowhere and got worse over time; how she unknowingly called out to Gwen again by wishing her being here; how she lost it upon seeing Kingpin and how her mind came up with images of her and Gwen in front of him with the pistol; how she heard gunshots, felt the pain and saw herself bleeding. Miles added how he and the others also had their sense tingle when Kingpin showed up, but then dissipated when Peni passed out.

May nodded throughout the whole explanation before asking for confirmation. "About the goosebumps and the tingling, how shortly did they start before Kingpin showed up?"

"Uhm… I don't remember."

She turned to Miles for confirmation. "Do you, Miles?"

"Uh… I think it was like a few minutes?"

She turned to Peni. "What I'm gonna tell you is nothing serious, because it's something we can fix. So, here's what I think happened:

"You and Gwen calling out for each other sounds like something relating to the work of the spider sense between Spider-People. Just so you don't get confused, take Benjamin's word for it when he tells you instead of mine since he seems to know more.

"Now, about the thing I said we can fix. When Kingpin shot you, I believe you developed a post-traumatic stress disorder, and seeing him again was the trigger. The goosebumps and tingling you felt before seeing him must've been a warning that you would be triggered. When you did get triggered, it would explain those images of Kingpin and the gun sounds, and the experience of you getting shot again. They were all just hallucinations.

"I think your spider sense also played a role in the hallucinations. Even though there was nothing wrong, your sense genuinely believed there was danger, so it kept ringing. As a result, everybody else's sense also tingled. Could be because they thought you were in danger due to your own sense believing that you were. Kind of like an SOS. That would explain their tingling stopping when you passed out, because it turned out there was no danger."

Peni was surprised by it all, and frankly scared. She thought she had only her waist to deal with. "…You said you can fix it? Like, get rid of my PTSD?"

May smiled. "Of course. No way we're leaving you like this. I was thinking of exposure therapy. It's where we get you to experience the triggers and PTSD on purpose until it all goes away."

"I have to go through it again?!" She then begged, "Please don't make me!"

"I know it's scary, dear. But it's proven to be effective. Plus, you won't be alone. We'll be right beside you while you go through the treatment. That includes Gwen."

"…Gwen will be here too? And Benjamin?"

"Of course."

"Okay. …Oh!" Hearing about Gwen again made her forget to call her. She was so excited about her arrival. Powering on her console, she attempted a video call with Gwen, but there was no answer. Strange. She tried a phone call, but was sent to voicemail immediately. Is her phone off?

Thud! Everyone in the room jumped at the noise of someone landing on the window and swiftly opening it. They entered, and what Peni saw made her feel ecstatic! …For an instant.

Gwen was finally here, but how she looked immediately made the other girl feel gut-wrenched. The taller girl was out of breath from rushing here, as well as looking flushed and sweaty. Her clothes were a bit dusty from travelling. And her eyes were puffy, either from exhaustion, sleeping, or crying. Maybe from all three. And judging from the look on her face, she looked just as worried. She mouthed her friend's name, her lips trembling ever so slightly.

Before Peni could so much as say her name, Gwen jumped straight onto the bed and went on all fours, hovering herself over the smaller girl and staring at her. Peni blushed at the intimate gesture and closeness between each other. She could even feel the other girl's breath breezing her face. It was so warm. It seemed that Gwen was analysing her until she finally spoke albeit softly. "…You're okay… You're okay, right?"

Peni wrapped her arms around Gwen's neck and pulled her in for a hug. "Mm-hmm. I'm okay."

"You really fucking scared me there, you know?!" Gwen choked as she hugged back and broke into tears. She was so relieved.

"Wha— Gwen…" Surprised and touched by the sudden waterworks, she tightened the hug. Seeing Gwen at her most distressed state yet was enough to make Peni cry herself, and the fact that she caused it didn't help. "I'm so sorry. I didn't wanna scare you."

"It's okay! I'm just so glad you're okay!"

"Me too! I was worried something would happen to you and the others at that building!"

The two men entered through the same window, with Benjamin rushing over and stroking the smaller girl's hair. "Hey, kid. You alright?"

"I'm okay. I'm sorry for scaring you guys too."

"Thank god. You don't have to be sorry about a thing. We're the ones who left you."

She choked. "I just wanted you all to be safe together."

"Alright, give her some space," May said with her thumb pointing at the door, intent on informing them of Peni's newfound problem, "We'll catch up in the living room."

She saw the two girls showing no signs of breaking the hug and not planning on separating anytime soon. Oh well, she can just let Gwen catch up later, or she'll probably do it with Peni anyway. Before she and Miles were the last to leave, Gwen called out for them. "Guys?"

They saw Gwen not facing them, but still talking with her face muffled into Peni's shoulder. "Thanks for taking care of her."

May left with a smile. Miles did the same. "Sure thing." With the door shut, Gwen and Peni were left alone in the bedroom again at last.

"Gwen?" the other girl asked, still being hugged by the girl above her. "I've been waiting all day for you to get into bed. So, are you gonna get in or what?"

"Right," she sniffed, moving to lay on her usual side of the bed and face her best friend. She'll change into her indoor clothes later. She really needed this right now.

They held hands like they always did during their sleeps together. After a moment, Gwen, who wanted more comfort, changed the handholding form so that her fingers were now intertwining Peni's. Peni's heart raced a little at the more intimate handhold, but she was more than happy to intertwine her own fingers in return. It was soothing for both of them.

The little girl noticed a spider crawling over Gwen and towards her. She was happy and took the spider in her other hand, rubbing her nose against it. "Bitsy!" Gwen looked in amusement at the two interacting. The spider looked unresponsive, but Gwen was sure Bitsy was just as excited as she communicated telepathically. Peni on the other hand was responding verbally. "I'm okay. …I missed you too. Sorry for scaring you …Did you do that thing I asked? …Thank you. …Talk to you later." Letting the spider roam free around the room, she focused on the girl in front of her again. "Thanks for bringing her back."

"Sure. So, what was that thing you asked her to do?"

"Oh, she got footage of Peter and Miles escaping that building. I wanna see Miles throw the bagel at one of those scientists."

"Heh, cool. …Crap, I forgot to buy you that iced coffee. I guess I just came here asap to see you."

"Hehe. That's okay."

"…What happened to you back there?" She finally asked. "Why did you go crazy and then just pass out?"

Peni sighed and explained what happened, basically repeating the stuff she told May, but also telling her May's own opinions and diagnosis results, as well as her recommended treatment.

"…God, I'm so sorry…" Gwen commented, "That sounds so scary."

"It was. I felt like I was gonna die again."

She tightened the handhold. "I'll help you through the treatment."

"Thanks. I feel like I can do anything with you by my side."

"…So, nothing happened to your waist then."

"Yeah."

"…Can I feel it?"

"Go ahead."

Gwen let go of Peni's hand and slipped it under the hem of her shirt, slowly lifting it. The smaller girl felt tingles at the other girl's fingers, though that feeling was replaced with a small stinging pain when the fingers grazed against the scabs. The taller girl noted it felt rough compared to the smooth skin around it. On the bright side, it was still better than being a fresh bullet wound, and it was only going to get better as time went by. "You said you felt yourself being shot again, right? Did it hurt as much as when it happened for real?"

"Hm… I guess. I remember feeling my inside twisting like back when it really happened. But I don't remember much else."

"…You wanna know something I was thinking about when I was on the bus back?"

"What?"

"I was thinking about the times when it was just the two of us alone. …I thought about us hanging out. …Sometimes we'd get to know each other, and have these deep talks. Like now. …Just being together was something I always looked forward to. But, back on the bus… I was worried we'd never get to do it again."

Peni was touched by that. She felt the same way. Gwen looked worse than when she did back in the RV, when she said she was afraid of losing Peni the first time. The smaller girl remembered comforting her by having her lay beside her and holding her head to her chest. Peni thought of doing that again now, so she signalled with her hands. "C'mere, Gwen…"

Gwen was guided by the smaller girl's hands until her head was snuggled into Peni's chest. It felt soft and so warm, more so than the bed. And Gwen could easily feel a slow, gentle thumping coming from within the chest, putting her at much ease. This chest is already a sanctuary to her.

"…You feel that?" Peni asked.

"Your heartbeat?"

"Mm-hmm. It's letting you know I'm okay. So, you don't have to worry anymore. You can just keep feeling it."

She was melting into the cuddle. "It feels so nice. …Can I stay like this?"

Peni secured her arm around the girl's head. "Yeah."

They spent a minute in silence. All they could hear was the muffled ambience of the forest through the window, very soft and muffled talking from downstairs, and their own breathing that stuttered occasionally from having finished crying. Peni felt Gwen's head to be moist from sweat and very warm; the kind of warmth that suggested exhaustion from crying or moving. She used her thumb to tenderly dry Gwen's eyes before reciprocating. "I look forward to our times together too. They're really the best. …It must be hard worrying about people you're close to. I should know. So does my mom. She's kind of an expert on that." That brought a chuckle out of Gwen much to her desire. "But you have me. I know you'll keep me safe. I'll also keep you safe. So we can continue to have our times together."

"…Peni?"

"Hmm?" She looked down to see the adorable display of Gwen with her face moved up from Peni's chest just enough for her eyes to be visible. She was looking back at her, her eyes full of peace, and glistening with emotion. This is the most vulnerable she's seen Gwen yet. It made her feel closer, and want to know more sides of her. Gwen looked at Peni's much bigger eyes, also just as peaceful and glistening, accompanied with a soft smile. She also reached out to dry her smaller friend's eyes. The blonde felt like she could just fall into Peni's chest anytime she feels down, and then be good to go. Despite having called Peni's name, they just continued to look at each other. The eye contact lasted a good while, and it never got awkward. They basically know they just liked gazing at each other.

"…Thanks for everything. Basically, for just being here for me ever since we met. …I seriously don't know what I'd do without you."

Peni smiled. "What are best friends for?"

Gwen didn't reply verbally, instead opting to respond by snuggling back into her best friend's chest and letting its soothing heartbeat mesmerise her. She felt warm and fuzzy.

≈…Feels good… So happy…≈

Peni felt that feeling again from Gwen. And strangely, it also gave her a fuzzy feeling. She looked down to the girl who looked back. "…I just got a feeling from you."

"…What was it?"

"You felt really good. And… it made me feel really good too…"

"Seriously?"

"Yeah. Benjamin still didn't tell us about this thing we have."

"…I think it's pretty obvious what we have."

"…A psychic link?"

"Yeah."

Excitement swelled up in them. They thought they had learned more or less everything about their spider quirks, but it turns out it had more potential when they weren't the only one with these traits. And they couldn't have found a better person to experience this development with. It made them feel even closer, and they looked forward to experiencing it more and this trait developing more. "That's… amazing," Peni commented.

"I know, right? Is this what it feels like with you and Bitsy?"

"…Not really. Like, she and I can communicate clearly, but it's really just messages of thoughts and feelings. But with you… it feels like you're literally sharing the feeling with me, so I can feel it as well."

"Holy shit. Where did it come from though?"

Peni let out an adorable yawn. "Dunno, but I'm too tired to think about it."

"Me too."

"Night, Gwen." As happy as Peni was to see Gwen chuckling, she was confused. "What's so funny?"

"Well, afternoon's just started, and you're saying goodnight at this time? You're silly."

"So, what do you want me to say instead before sleeping? Good afternoon?"

Gwen giggled. "I guess it sounds stupid when you put it like that."

"Exactly. Whenever I wanna sleep, I always say goodnight, even if it's morning."

"I know. It's cute. …Like you." Gwen felt Peni's heart beat faster as a response. She liked having that effect on her. "…Night, Peni."

"Night, Gwen. Night, Bitsy."

Gwen didn't hear Bitsy respond, but she knew the spider replied back. "Night, Bitsy," she said as well.

"…She said night to you too."

Gwen focused on the girl's warmth and her thumping heartbeat, while Peni focused on the other girl's breathing and stroked her hair, and relished the warmth on her chest that came from Gwen's breath. Both girls allowed them to lull each other to a sleep they craved all day.