Gwen knew that it was foolish to hope that they would be able to take down the Spot the moment they all began to work together. She had still thought about it though during the planning stage. That they would overwhelm him with their numbers, knock him out before he even had a chance to fire off a single attack, and that would be that. The threat would be gone and they'd be able to focus on other things.

'Like fixing what you broke with Miles?' an evil, yet also realistic, part of her brain hissed in mockery. 'Maybe you think you can rush through that too? Say a few words and suddenly Miles will forget all about how you betrayed him? That three minutes after the fight he'll be taking you out for a nice dinner?'

She shook her head, getting herself focused on the fight. Would do no good if she was lost in thoughts that didn't matter.

Because the Spot wasn't going down easy.

The moment he had realized that he was outnumbered the bustard had fired out multiple spots, trying to send everyone toppling and falling throughout New York. They had managed to avoid them but that had caused them to spread out, something the Spot clearly wanted as the villain began to send out more portals, dozens and dozens of them.

"Come on, Dalmatian!" Peter B. called out. "You can do better than-"

A tentacle burst through one of the portals and grabbed him by the throat, Peter B struggling as the Doc Ock that was native to Miles' world emerged.

"Well… look at what we have here. I must admit when you disappeared off the face of the Earth I was disappointed. You and I had so much more to go over after you stole my prototype and made a fool out of me." One of her other tentacles reached up and adjusted her goggles.

"You know… has anyone told you that you're beautiful when your homicidal?" Peter B. gasped out.

"Many times."

Gwen didn't get to hear much more as the Scorpion decided to make his presence known, leaping out of portal and tackling Miguel, the two of them snarling and snapping at each other when they weren't cursing at one another in Spanish.

"He's emptying all of Rikers!" Miles called out as several non-costumed super villains ran out, wielding whatever makeshift weapons they had been able to get their hands on. Miles began to dart and dodge their blows, others trying to help out but finding there were plenty of criminals for themselves to deal with.

"Wonderful!" Chris snapped just before a tall blonde woman stepped out of the portal, wearing military fatigues. "Okay…" he said slowly, "if it weren't for the whole evil thing I would be VERY attracted to you right now." The woman just stared at him, face an unmoving brick… just before she touched the collar around her neck, which caused several canisters on her back to churn before some gray ooze was injected right into her body. Her skin began to gray out as her muscle mass radically increased, a sneer on her lips even as a rhino horn burst from her forehead. "Oddly enough this is still working for me," he replied just before the Rhino charged him. "Cassie! Corrosion! Think we need to move to Phase 3!"

Gwen didn't get to hear the reply as more super villains began to pour out of the Spot's portals. They didn't care about who had freed them or what they wanted… they all just saw Spider-Looking people and decided 'Must kill' and charged. Noir and Ham were dealing with Tombstone, who looked more like a Miami Vice drug lord than the mafia boss that he was in most worlds. A rather demonic looking version of Mysterio was currently hurling crystal balls at Peni and Hobie, the two of them trying to tag team him. Miles was trying to go after the Spot and-

A low growl filled the air.

"Gwen!" a voice cried out in her ear; she'd completely forgotten about the comm unit that she'd been given right before jumping through the portal. Thus it took her a moment to realize that she was hearing Mary Jane Parker, the widow of the first Spider-Man of Miles' world. "Gwen, be careful! That's-"

Gwen froze as she saw what emerged from the portal. A bestial thing, looking like a cross between a komodo dragon and a crocodile. A long snouted face with sharp teeth. Huge muscular arms. A thick spiked tail.

'The Lizard,' her brain whimpered.

It was the one thing she would always give to Miguel and Jessica: they had NEVER sent her to deal with any version of The Lizard. No matter how serious the threat. No matter how much danger a world or its Spider was in… they NEVER sent her against the Lizard.

"Gwen… Gwen, listen to me," Mary Jane said frantically in her ear. "I don't know if you ever looked to see if there was a Gwen on this world when you arrived here."

Gwen remained rooted to the rooftop, unable to move as the Lizard slowly turned to stare at her. Her brain was screaming at her that this wasn't Peter. It wasn't her best friend. 'Look for the differences!' her mind roared; it was something she had done many times on different worlds, to help her overcome the sudden sense of the familiar that would threaten to overwhelm her. Where others marveled at how different a world was for Gwen it was the similarities that bothered her. Noticing that they too had a female Captain America. Or spotted Matt Murdock in a suit and remembering her version of the Kingpin. Spotting a version of her mom. It was only by looking for the differences that she was able to break out of the Spider Screen Of Death that she would find herself in.

"He thought it was for the best, Gwen," Mary Jane pleaded in her ear.

'More dinosaur than modern lizard,' Gwen thought as she watched the Lizard spot her and slowly begin to stalk towards her. 'Raptor claws on the toes. Not scaly but protofeathers are just beginning to stick out. Especially along the head… Peter didn't have hair but this one has a feathery mane, yellow in color. Thinner… more darting for quick speed. Spikes on the tail. Something with the neck…'

"Gwen!" Mary Jane screamed. "Our Gwen… this world's Gwen… SHE'S THE LIZARD!"

Gwen's eyes went wide just before the Lizard reared back, the weird wrinkly flesh around her neck suddenly unfolding into a colorful frill that rattled like a snake tail. Her Spider Sense EXPLODED all around her and Gwen just managed to dodge before the Lizard fired a glob of hissing, steaming spit right at her. It struck the roof and clung to it like her own web fluid, though she could see from the way it was eating at the rooftop that it would do far more damage than her webbing.

The Lizard let out a snarl. "Another fraud," she growled low, Gwen's blood chilling in her veins. The voice was like a snow shovel dragging across asphalt… but she could hear her own tones. Her own inflects. She'd tried out several different voices when she'd become Spider-Woman and deepening her voice had… well, it had been stupid and she'd never gone beyond her bedroom with that one. But she was utterly reminded of that as she listened to the Lizard speak. "You have no right wearing his costume!"

Suddenly she launched herself forward and Gwen was forced to do several backflips to avoid the claws of the Lizard before launching herself off the building completely, firing off weblines to try and swing away. But the Lizard was quick and within seconds had dove after Gwen, using her claws to grab onto the roof and force herself even faster downward. With a swipe of her hand she tore through Gwen's webline and the heroine was tumbling, thankfully low enough to the ground that she wasn't terribly hurt but definitely feeling more than a few bruises form as she crashed into a full dumpster.

'This… is a metaphor,' she thought dimly as she tried to get her brain to actually work properly. 'This is a metaphor for something and I don't know what.' She could feel old cold coffee seeping into her costume, making her ass wet, and her shoulder had landed on a bunch of day old donuts covered in what smelled that maple icing. 'This is a metaphor…' her brain said.

"What do you mean they are gone?" Mary Jane said.

"A portal opened up," Otto declared, sounding a bit shaken and startled, which was VERY bad news. "It grabbed onto Chris… tendrils of energy, despite some trying to claim it was-" He let out a grunt and for a few moments he was quiet, "-magic. The symbiote, Corrosion, tried to grab hold of him but she ended up being taken too. Nathaniel stated it was Asgardian Magic, not the Spot. Asgardian… mixed with Chaos Magic."

Gwen shook her head, tuning out the conversation. She couldn't focus on that…

…the Lizard had just landed in the alleyway.

"You have no right wearing that costume," she declared as she stalked towards Gwen, clicking her sickle claws against the ground. "You mock him by wearing it… you mock ME!" She suddenly lashed out with her spiked tail, destroying a trash can.

Gwen swallowed, the cobwebs slowly easing in her mind and letting her think again. "Listen… I'm not from around here… there are alternate realities, where-"

"Multiverse theory," the Lizard said dryly, making Gwen blink in surprise. "I've heard of it. Perhaps… perhaps that is why you are wearing that costume…" The Lizard snarled. "Or that's just you trying to trick me!"

Gwen leapt out of the dumpster just before the Lizard attacked it, crumbling it like a tin can.

"Another attempt by Mary Jane to destroy Peter and what should have been? Its her fault he is dead! I could have saved him! The Connors Serum… it gave me back the ability to walk, it could have healed him too! But she twisted his mind into knots, so he wouldn't ever consider it! He kept trying to "cure" me… to get me to go back to what I was! Because of her! She is scared of me! Terrified!" The Lizard suddenly lunged at Gwen and she just managed to slam her feet into the bestial woman's shoulders, shoving her back as her jaws snapped at her. "Peter and I would have been the King and Queen of a new, powerful race! Blending of the lost world and the modern day! But she had him so confused he couldn't see the potential! Couldn't see that I knew best!"

"Yeah…" Gwen said with a grunt as she struggled to keep the Lizard away from her. She braced her back against the brick wall she'd been shoved against and heaved, kicking her back. "You certainly seem to be knowing best, what with you running around naked."

"I am an apex predator!" the Lizard roared, lunging at her again. Gwen twisted out of the way and began to fire webbing at the Lizard, trying to slow her down. But her claws tore through it easily, cutting the strands into useless gray fibers, and Gwen was forced to go further down the alley, praying that whatever was on the other side wasn't full of people. "Peter would have lived if he had just listened to me! She killed him!"

"Peter's death isn't her fault!" Gwen shouted as she burst out of the alley and fired a webline, the Lizard leaping onto a building and clawing her way up after her. She had to keep her off the streets, away from the civilians. "And it wasn't your fault! And it wasn't even the Kingpin's!" Gwen fired off two weblines, letting them catch onto a flagpole. She risked stopping and yanking her arms down hard to her sides, feeling the weblines grow tense, all slack disappearing. The Lizard grew closer and at the last moment Gwen kicked up, the weblines ripping her through the air and gaining her some much needed distance from the Lizard.

"Are you saying its his fault!?" the Lizard roared, giving chase.

"…yes," Gwen said softly as she landed on a roof before calling out in a firmer voice, "Yes! It was his fault. In the end every choice we make… even if we feel we don't have a choice… is our own! What you do, what he did, what I do… we are at fault for our own actions! Your Peter chose to risk it all for the city-"

"And you mock him for that?"

"I respect him!" Gwen snapped back. "I respect Peter for being willing to give his life to save everyone… but I also wonder if he had been willing to work with others, to just talk with someone-" Gwen began to run across the roof, hoping to get back to the others; she needed some help dealing with the Lizard and figured maybe Miguel… maybe someone OTHER than Miguel because she had to stop running to him… could help. "-if he had talked with someone, been willing to work with others, maybe he would still be alive! Peter always had to do things on his own! There were people around him that loved him but he never saw that! He took every slight so personally and didn't realize that it just meant we loved him!"

Her spider sense went off and Gwen twisted to avoid a hunk of roof the Lizard threw her way. It crashed just to her right, striking the leg of a water tower, and she quickly fired some webbing because experience told her that water towers LOVED to fall down and crash towards the ground during the worst possible moments of a battle. It was like they had a mind of their own.

'Maybe that's also a canon event… water towers always crash,' she thought. "Peter never wanted the help of others! He wanted to live or die by his own skill! And that is what got him killed! He chose to take the serum! He chose to attack the prom-"

Gwen snapped her jaw shut.

"…what?" the Lizard said, sounding generally confused.

"Nothing."

"You… you are from another world," the Lizard said, slowing down. Her frill slowly collapsed back against her neck, her mane of feathers became less poofy, and while she still moved towards Gwen her steps were more subdued.

"Yes," Gwen said, holding out her hand in a gesture of… well, Gwen herself wasn't for sure if she wanted the Lizard to come closer or halt. "I am. And I lost my Peter too. I blamed myself for his death… I thought I was the reason he died. But… I see now… we make our own choices. I can't blame others for my mistakes and I won't blame myself anymore for the choices my Peter made. We both made them. I wish he had chosen different… and I will always wish I had tried to help him more… but in the end he made his choice. Just like I made mine. I chose to betray Miles… he chose not to seek help. And you… you have a choice to make."

The Lizard stared at her for a very long time.

"He… took the serum?"

"…aw crap," Gwen said, spider sense going off again.

"He was… like me… and you killed him!?" The Lizard's frill popped out once more and she let out a savage roar.

"Crap crap crap!" Gwen cried out as she twisted and moved to get away. Acid spit began to fly at her and she ducked to avoid it, knowing it was coming right at her heels… and other parts of her as well. "I was hoping you'd taking a different message from that!" Gwen called out.

"You killed him!" the Lizard screamed. "A Peter like me! My real Peter! You killed him and I will see you die for that!"

"This is also a metaphor!" Gwen complained. "This is also a metaphor and I know exactly what its about!" her feet pounded on the roof and she leapt to the next building, feeling the entire structure shake when the Lizard landed right behind her. "Now I just need to run into my dad but he's also Doctor Doom and this day would be complete!"

A heavy BOOM filled the air and Gwen turned back and found herself staring at the sight of a huge red and black t-rex looming over the Lizard. The Gwen of Miles' world stared up at the beast for a long moment… before the red dino slammed his foot down hard onto her, pinning her down.

"Its okay… I got ya." Gwen tilted her head as a young black woman, maybe in her mid teens, dressed in… well, the only proper word was 'funky' blue and yellow armor that was more like sports gear that Stark Tech… slid off the dinosaurs' back and pulled out a small medical gun. "Need to look over your blood to see what I need to do to turn you back to human but this should keep you nice and sleepy and safe."

"Uncle… Uncle Tom!" the Lizard screamed.

"She talking to you or me, Devil?" the new arrival asked, the dinosaur shrugging its shoulders in confusion. "Meh, I'll ask her later." She pressed the gun to the Lizard's neck and there was a hiss… and then the t-rex backed away, the Lizard lying limp and still on the ground. "Hiya!" the younger woman said, turning to Gwen and giving a wave. "I'm Moon Girl and this is Devil Dinosaur! Are you a friend of M… Spider-Man?"

"I… I…"

"I think the costume makes it pretty obvious!" a new voice called out and Gwen turned to see a young blonde teen wearing a jetpack land next to them. He was wearing a blue and black bodysuit with a stylized F4 on the chest. "Oh, you have a comm unit. Neat, tap in."

"I can handle that," Moon Girl said with mock sweetness.

"You need to focus on tying up the Lizard. I got it already… there. Hey Miles, can you hear me?"

Gwen's eyes went wide as the new arrival addressing Miles by his name but that was nothing compared to the shock she could hear in Miles' voice. "F-Franklin?"

"Yup!" the newest arrival, Franklin, stated. "Listen, we were going to come and break you out and fix you up but then we got reports that you were alive and well so we decided to just focus on helping kick ass."

"Not yours, by the way," another voice said on the line, chipper and slightly familiar to Gwen.

"Doreen?" Miles said, clearly flabbergasted.

"Squirrel Girl while we're fighting crime!" Doreen declared.

"Fighting… crime…" Miles said slowly.

"Yeah, about that," Franklin said with a grin, rubbing the back of his head. "So… surprise, your study group are all superheroes too."

"Granted, some of us just started," Doreen stated, "but we've had powers for a while!"

"You… okay, I'll unpack that later but I'll take any help I can get!" Miles declared as Gwen now heard his tone go from utterly confused to completely delighted. "You know the Spot is the main threat, right?"

"We gathered as much, yeah," Moon Girl said as she finished tying up the Lizard in some steel restraints. "The bad guys being let out of Rikers aren't cool in the slightest but they are the standard insanity for New York. Spot is something else."

Gwen nodded. "We-"

But Miles already was speaking and she quickly shut her mouth, feeling terribly awkward. "We were hoping to overwhelm him so we could inject him with a muscle relaxer Otto whipped up; he figured that the Spot has to be able to focus in order to make his portals so if we get him drugged up he won't be able to create anymore." There was a pause and Gwen heard Miles striking someone. "Would you stay down, I'm talking to my friends!" He let out a huff. "But that isn't working out at the moment."

"Probably because he is used to fighting Spiders," Franklin said… just before Cassie Strange flew overhead, using fire to propel herself through the sky. "okay, I admit that is a bit new…"

"Yeah, we have help. Two of them disappeared but we don 't think it was the Spot that did it… but they are pissed and going on the warpath now so I'll update everyone that you're with us so they don't assume you are Rikers Prisoners."

"Okay, so there is Amadeus, but he looks completely different-" Franklin said.

Gwen tuned them all out, instead focusing her attention on the Lizard. Another Gwen Stacy, only this one had allowed herself to become completely alone because no one was willing to join her and she refused to bend on her own beliefs.

"This… is a metaphor," she muttered before speaking up, "Miles, maybe we can pair off Chris' Avengers and your friends with different Spiders, that way we have a better mix?"

"Huh, that might just work," Miles said over the comm. "Yeah, let's do that…"

It wasn't much. In fact it was hardly anything. But, in the moment, Gwen would take it.