Recarnation Of Ultimate Spider Man

I sat in my lab, working on my latest project. A few days ago someone, I assume it's Gwen Stacy, came out to the world as Spider-woman. And ever since then I've been following her adventures. Needless to say...she sucks.

But it isn't her fault. She doesn't have any web shooters, any tech, hell, she doesn't even have proper armour. Just spandex, which while it did give me a few nice angles to appreciate her body, didn't do shit in protecting her. Which was what lead me to make Project: Spider-Gwen.

I created a UMF suit for Gwen and her own pair of web shooters, complete with a SA, a retractable blade and a magical totem that would increase her speed by 1.5%. Pretty cool stuff to be honest.

I gathered all the items, including a book on self confidence and a few handwritten notes from me about how to assess and win against someone bigger and stronger than you. It was around twenty pages long, but in them I put down every trick I picked up and every joke/pun I knew to use.

I took all the items and put them in a silver case, sealing it with a digital lock which was protected by a password. The password? Gwen's birthday.

I took the case and walked to the kitchen where Jean worked on making us breakfast. Wanda sat with a book in hand and Felicia was looking up something on a custom built portable SA system that I set up for her.

I put the case on the table, Jean looked up from her work and raised an eyebrow, "and...that is?"

"A goody bag for the new Spider," I grinned leaning in to give Jean a kiss, "I figured she could use all the help she can get...and then some."

"Do you know who this girl is?" Wanda asked as Jean handed me a warm cup of black coffee.

"Thanks," I said sipping the drink, "yes, or at least I have an idea. I told you, multiple dimensions, and in one of them Peter Parker never got bite and never got powers, his girlfriend at time got bit and she became Spider-woman. She wears the same costume, so I'm guessing it's the same person.."

Jean raised an eyebrow, "when you say girlfriend….I assume you don't mean Felicia or me right?"

I shook my head, "no, a girl named Gwen Stacy. I actually met this world's version once, she helped me take down a seven foot tall lizard that wanted to turn New York into Jurassic Park."

Felicia looked up and raised an eyebrow, "and?"

"What?"

"And…"

"Kitten..."

"Peter..."

"Fine, we may have kissed once or twice," I shrugged, "but in my defence it was right after Tyrone died so I was depressed. And we weren't really together."

"Who's Tyrone?" Felicia asked, her voice waning. I realise now that I still hadn't told her everything that happened to me since she left.

I sighed, "it's not important," I waved it off, though she didn't seem to like that.

Jean smirked, "no need to be so defensive Peter," she chuckled, "it's not like your in love with this girl...are you?"

I looked at her and smiled. I sent out a mental prob with my true feelings, Jean took it, and in a second, I smelt all her worry wash away. I leaned down and kissed her forehead, "I'll be back soon, can you three hold down the Sanctum for a few days?"

"So you can go met your new protegee?" Wanda raised an amused eyebrow.

"Ah….yes?"

"Isn't that your job," the Scarlet Witch pressed.

I sighed, "fine..what do you want?"

Wanda smirked, "I need your help researching a new spell, energy manipulation of probability."

I narrowed my eyes, "that's a dangerous line of magic Wanda," not to mention it would one day be her speciality.

Wanda rolled her eyes, "I know, which is why I'm asking you to help. Well?"

I hummed, "well, I suppose if I help you out it wouldn't be too difficult...alright, we'll talk about it after I come back."

"Oye! What about us!" Felicia cried out, "we want to be brined too you know!"

I smiled, "a date?"

Jean smiled, "well, we did never go on one did we? ….Just us three of us."

My eyes winded, "oh...woah, you're right… shit, I'm sorry I-I never realised-"

Jean chuckled, "-Peter, it's fine. You can make it up to us later, go. You spend too much time in here and your lab anyway. I'm sure we can find something to occupy ourselves with," Jean sighed, "though it's times like this when I miss school. Not the homework, but I do miss having friends...going out."

"You know, if you want, you can join a school here," I said as I helped her set up the plates for breakfast, "I mean, I'm sure there are several nice places around this area. If you're serious, you can go and complete your education."

Wanda scoffed, "sounds like a nightmare."

Felicia shrugged, "I wouldn't mind spending time outside, but no way am I going back to that hell hole."

I shrugged, "hey, you never know, you might just like it."

"And what about your Mr.?" Jean asked, raising an eyebrow.

"Well, I am an international terrorist wanted all over the globe," I smirked, "but, I'm also a genius with more than enough credits to pass out of high school two years ago. The only reason I didn't was because Richard, Ben and May insisted I have a normal life."

"Didn't really go so well that last bit did it?" Jean snorted, "...you know what though...I think it's a good idea. I mean, I can't really stay in here all day, and if the sanctum does come under attack Wanda and Felicia can handle it and I can be here to help soon….I'll think about it Peter...now why don't you go, I'm sure the sooner you help this girl out, the better."

"Right," I got up, grabbing the case, I leaned down and kissed Jean on the check and then Kitten, "be safe Birdie, Kitten. I'll be home as soon as I can."

"Nothing for me Spider?" Wanda asked, amused.

"You wanted a kiss too?" I asked with a chuckle, to which she promptly flipped me off.

"Stay safe," Jean called out.

"Of course," I nodded as my suit shimmered, transforming into a pair of blue jeans, a blue shirt with Captain America's shield on it and a large black open jacket with a hoodie over my head and steel toed boots on my feet.

The suit then formed my bag of infinite storage alongside my left jean's pocket, allowing me to stuff the steel case into the bag, freeing up my hands. And the cherry on top was when the suit climbed over my face, activating the second face program to change my features to a more chubby older man with a five o'clock shadow.

I pulled out my sling ring and formed a portal to Central Park. I waved goodbye to the girls and stepped through to the other side, shutting it behind me.

I looked around, pulling the collar of my jacket up and my hood down. I stuffed my hands into my jacket pockets and began walking, looking around to make sure I wasn't being followed.

Paranoia was a bitch.

"S.e.xy," I whispered, "where's is Gwen Stacy currently working?"

"Empire State University," the AI replied, "after Curt Connors' arrest she was recruited by one Dr. Miles Warren. She is working under him, researching into the field of genetic engineering."

I narrowed my eyes. Miles Warren, why did that name sound familiar? He might be a future villain of Spider-man, can't be too sure. Honestly, my memory of my past life is so distant these days.

"Find out everything you can about Miles Warren, hack into his laptop, his phone, he'll use his social media pages, find anything that could indicate if he is mentally unstable or has a dead body hidden somewhere."

"Understood Peter, I'll tell you what I find," and with that S.e.xy cut off.

I got into the subway and made my way over to Brooklyn making my way to ESU. The place honestly wasn't too bad, probably one of the top ten colleges on the East coast. But, at the same time, it wasn't number one was it?

Which begged the question, why did Gwen, who Sue Storm herself showed interest in hiring at the Baxter Foundation, allow herself to work in such a place? I know she would never work for Oscorp, but Stark? Or anyone else. It makes no sense, something else was going on here, I could feel it.

I got down to the closest stop to ESU and made my way over. It was just past noon and I knew that the place would be letting out for lunch. And knowing Gwen, who didn't really get along with her dad, and her mother being dead, would not have packed lunch. She would be going out instead.

The university itself was decent enough. High brick walls with iron bars gates and a very large vegetation all around to provide plenty of shade. The main building was quite big and the campus was decent enough with students all over the place, making the best of the relaxing warm day out.

I waited until I saw a whole bunch of people come out of the place. I slipped into a coffee shop across the street and ordered a cappuccino. I took the cup, payed a very nice tip to the cute barista, and walked out. Just in time to see one Gwen Stacy step out of his school walls.

I smiled, sipping my drink as I followed her, keeping a wide distance as I watched her get lunch from a Subway across the street. She was alone, and while she eat she kept looking at her phone, typing away and smiling. Texting someone are we?

I sat down at a public bench while she continued to eat, admiring the city I so very much missed. I may get to visit from time to time, but...there's nothing like actually living here.

And then, the peace was broken by a loud siren blaring in the distance as a police car and a firetruck zoomed past the road, heading towards the North half of the city.

"S.e.xy?" I whispered.

"An explosion at a residential area. It was very loud and the police are treating it as arson."

I smiled, she had her priorities straight.

I decided to follow her, slipping into the nearest alley and leaping to the roof in one jump. I rushed, leaping over a building at a time, keeping pace with Gwen. I hanged back as we approached the burning building and watched as without thinking the woman just jumped right in to the top floor.

I sighed, rubbing my nose. On one hand, she was brave, almost stupidly so. On the other, she doesn't think. Because if she did, she would have noticed the medium sized water tank on the roof she jumped from, and if she had the same increased strength I did, then she would know exactly what to do.

I however watched as she came out with a woman in his hands. Walking down the walls as fast as she could, putting her down before leaping back into the smoking windows.

I smiled, 'maybe I don't have anything to worry about after all,' I watched her bring out person after person, she saved five people by the time the fire was brought under control and the firefighters took over.

I watched her leap away, hiding on a roof top several blocks away before she took off her mask and panted, coughing as she pushed out all the smoke he breathed in. It was her alright, pixie hair, tinkerbell like nose and a smile a bright as she watched the people she saved being taken away.

I could have done it better, or faster. But she did it. And to me that was enough for a beginner.

I then followed her back to her college and watched her from the trees. Peaking into her lab from outside, watching her walk into a room with other grade students, dressed now in a white lab coat, conducting an experiment. I smiled, she seemed happy enough...good, after what happened with Corners she needs all the happiness she can get.

After school officially ended I saw him return to a small dinghy single bedroom apartment, change into her costume and climbed out the window. I followed her again as she went out into the city.

She stopped a mugging, a robbery and an ATM robber before 10 PM where she went back to her room and got a well earned rest.

I stood back, impressed. She had spirit. Spunk. And attitude. And I was honestly impressed by the way she handled herself. Her jokes weren't that good when compared with me but, egh, can't have it all.

But, despite all that, I was still worried. Worried that she didn't realise just what mantle she was trying to take on for herself. That she wasn't ready to be a Spider of this world.

The title of Spider-man may have once just been something a hero passed on. But in this world, it was stained with my deeds. My acts of 'terror'. I was a diverse figure in this world, so unless she was sure, Gwen would not be ready to pick up the mantle.

I decided to meet her tomorrow, talk to her Spider to Spider. But tonight...since I was in town, I might as well meet a few old faces while I was at it.

My first stop, Hell's Kitchen.

Hell's Kitchen:

"I swear! I don't' know anything!" the crook cried out in horror as he was pressed up against a brick wall, his kneecaps damaged as his arm broken. Looking right into the eyes of the Devil of Hell's Kitchen.

"You work for the Dominicons," the Devil growled, "recently they have been increasing the size of their drug empire. You know something, so talk!"

"Okay! Okay! I-I know that they have a shipment coming in tomorrow! At dock 12, near midnight, that's all!"

"You better pray I don't come back," the Devil growled as he hit the man in the head, knocking him backwards and falling down unconscious.

He looked around, he was in the middle of a warehouse, surrounded by the unconscious and beaten bodies of several gang bangers. But he knew he wasn't alone.

He listened closely and smiled, turning towards a large stack of wooden crates, "it's nice to hear you again Peter."

"Oh dammit it!" I hissed, deactivating stealth mode, "I knew I should have added a silencing ward into stealth mode. And what's with using my real name Devil boy?"

"It's hardly a secret now isn't it?" he smiled, tossing a grappling hook to the roof and zipping up to the skylight.

He climbed out to the roof where I quickly followed him. I smiled, "it's good to see you again too Devil."

He extended his hand and we shock. "So, you in town for long?" he asked, approaching the roof's edge.

"No...there's a new Spider in town, I thought I should check her out," I replied, looking out at the neighborhood I knew and spent so much time in.

"I see...I heard about her. Works mainly out of Queens, right?"

I nodded, "yup. Brilliant, but new."

Matt nodded, "so. Do you know who she is?"

"Yup."

"And?"

"And...I think she'll do just fine," I leaned forward, "it'll be tough, but I'll give her the run down...and you know... she'll need a mentor."

"No, no, no, no. Absolutely not."

"Why not?"

"Because I'm not going to spend half my nights teaching some kid while I could be out stopping a murder."

"Give her a chance Matt. I promise, she has heart if nothing else."

The Devil grumbled, before sighing, "fine...fine, whatever...it's good to see you again Peter...New york hasn't been the same without you."

"Well it hasn't fallen yet," I smiled, "I guess I have you to thank for that huh?"

He snorted, "maybe...but you know, Glider has been doing his part too."

That part did surprise me, "really? He is?"

The Devil nodded, "not half bad. After you left, the city faced a minor crime spear. The Glider really stepped in and helped out. He isn't half bad Peter, you should talk to him...at the very least you owe him that."

I sighed, "yeah...I know...I'll see you later Matt, take care. Oh, and if you need anything," I took out a note with the address to the New York sanctum on it, "go to that address, tell them you know me and you need my help. You won't be turned away."

Matt took the note, "got it...any chance this is in brail?"

I smiled, "what do you take me for? Of course it is," I leaped forward and activate my thrusters, "see you later alligator!" and blasted away into the night.

Queens:

I sighed. I knew there would be some kind of fall back from my identity being revealed. But this...this was just unfair.

I stood in the middle of my home in Queens, the suit was in stealth mode so no one could see me anyway.

The house had been...well, it's seen better days. The windows were broken in and the walls were covered with graffiti.'Spider's Web!' 'Freak show!' 'Traitor'.

There were signs of the house being painted over, I could see the northern part of it was covered with a fresh coat that covered partial a slur, '-ing terrorist'. I'm guessing they didn't like what I did to SHIELD...or rather some street gang was responsible for it, trying to get credit for painting Spider-man's house.

Either way, it seemed someone was still trying to cover it all up and make it decent. And I think I could guess who.

I turned, the lights in MJ's room was still on. I smiled and made my way over to the tree on her yard and climbed up to the third branch, sitting down and observing her in silence.

She was looking over a math text book, I never realised it, but she was probably doing her final year in high school right about now. What I'm also supposed to be doing. Homework, staying up late on a school night...not having to fight crazy villains, mask your identity and be on the run.

I watched her bite a pen, grumbling as she scribbled away an incorrect answer into the note, pushing it aside and throwing her hands in the air, giving up.

I chuckled, 'same old MJ.'

She took out her phone and dialed a number. The person picked up in seconds as MJ spoke, "I hate homework," the person on the other line mumbled something, "no, that's because you got someone else to do it for you!" mumbling, "whatever Liz...hey, you free Friday night? The new Jame Bond is out and I want to catch a show…..yeah, of course Johnny is invited….no, you know Harry and I aren't like that. Yes Liz….whatever girl, you believe whatever you want to believe."

I g.r.o.a.n.e.d, Harry and MJ? Again? That girl never learns.

She walked to the window and looked out, glazing right at where I sat. For a moment my heart skipped, I was worried she saw me. But after a moment, I realised that she hadn't as she gave no outward expression.

"Yeah...I miss him too Liz," MJ sighed, "that stupid boy….wait, Johnny said what?!" she cried out, "he came back?! When?! A few months ago?! Why didn't he tell us?! For our protection?! What the hell does that mean?! Time travel?!"

I shook my head, Johnny could never keep a secret. Damn that guy.

MJ growled, rubbing her nose, "fine, whatever. Peter will do what he always does, worry about everything and everyone except himself and the people around him. God that boy's difficult to love….no Liz I didn't mean it like that! Urgh, will you stop already?!" MJ blushed.

I rolled my eyes, 'she never will change.'

I watched her for a few moments longer, she made plans with Liz and then went to bed, after another failed attempt to finish her homework. The moment the lights were off I left, heading off to my final guest.

Manhattan:

Harry Osborn, also known as The Glider, flew through the city of New York. It was getting late, nearing midnight, but he wasn't done with his daily three hour patrol.

He sailed across the night sky heading into Harlem. The neighborhood became more rowdy recently, he heard rumours of some big time crime lord getting people's attention. He didn't know who he or what he did, hell he didn't even have a name.

As he flew through the air though he saw something he didn't think he would see ever again inside the city limits.

With me:

I smiled, waving as I stood on top of the Apollo theater wearing a black hoodie and blue jeans. Harry noticed me almost immediately as he flew down to greet me.

He swirled his glider and jumped off, "Peter? Is that you?"

I nodded, "hey Harry, long time."

I smelt the guy get tense, angry, before calming down. He sighed, reaching up to remove his mask, revealing his face to me as he glared, "what the hell are you doing back here? Do you know how much danger you're in? If SHIELD found out-"

I snapped my fingers, activating my stealth mode and vanishing from Harry's sight. The hero looked shocked, glazing our nervously before I reappeared again, rooted in the same spot as before.

"Relax...I found a way to vanish if I want," I shrugged, "anyway, I came to see you...I realise I owe you an explanation."

"Yeah, me and Liz and MJ!" Harry growled, "why didn't you tell me Peter?! If you knew who I was then….why?"

"Because I don't trust you," I replied, Harry flinched, as if visibly hurt by the answer. And the I continued, "or rather I didn't...until you proved to me that you could actually be what you wanted...a hero."

Harry blinked, "why? Why did you ever think that? I mean, I get I used to be a jerk but...we used to be close Pete."

I nodded, "I know Harry...but it's not you I don't trust. It's Green Fields."

Harry's eyes widened, "how do you know about that?"

"What? A friend of mine recovers from a coma better than before and you think I wouldn't investigate?" I scoffed, "come on Harry, you know me better than that...are you feeling any of it's side effects?"

Harry gulped, shaking his head, "no...dad always only limits my doses to around two ml a day, less than a quarter of what is needed to be fully effective..."

"So he isn't a fool, good," I nodded, "and it's addictive qualities?"

"I….I get urges, but, I manage," he sighed, running his hand through his hair, "Peter...I...I know you might think that I'm nothing more than a junkie out for a thrill...but since you left I've stepped up, I have and I don't care what you think, but I'm not stopping being the Glider, if you only knew the number of people I've helped-"

"-I know," I replied, "and I'm proud of the man you've become."

Harry stopped his rant, blinking in shock, "w-what?"

"I understand you had it rough Harry, and I'm proud to see that you've grown from your challenges," I nodded, "you earned my respect...and even though I don't like the way your father operates, I am glad he helped you become The Glider if nothing else…."

He and I looked at each other, not breaking eye contact. Finally, Harry sighed, "damn it...and here I was ready with a whole speech about how much I've m.a.t.u.r.ed."

I smiled, "I'm sure you'll find it needed eventually...now, what's happened since I was gone?"

Harry sighed, "not much...well, not much in the super wired department. After you went on the run crime kicked up for a while, but Daredevil and I managed to handle most of it. So far there was only the Shocker incident a few days ago that was ever, you know, newsworthy."

"And school?"

Harry smirked, "when people found out who you really were things got flipped on its head. They began assaulting MJ and Liz, trying to learn more. Lucky Flash and I held most of them off, and what we didn't, the girls handles themselves...speaking off which, Flash became quite distraught when you left."

I chuckled, "he must have been surprised."

"And then some...he turned over a new leaf, if you can believe that. He realised how much of a jerk he acted like and become someone entirely different. He's probably the nicest guy in the school now, helps anyone who asks for it and is humble about it. You leaving left a big impact on him Peter...especially that speech you gave about a new Age of Heroes."

I smiled, "good...and speaking of heroes...have you seen the new girl on the block?"

Harry scoffed, "yeah. Caught her trying and failing to jump two blocks in a single leap. Would have broken her neck too if I didn't come in and swoop her away. Told her off, told her to take off the damn costume but she refused."

I nodded, "sounds like someone I know."

Harry rolled his eyes, "yeah well now I know how you felt when dealing with me...you want me to have another talk with her? I told her not to wear the symbol but...well, she said something very familiar."

"What's that?" I asked Harry.

"She said, and I quote, 'I'm not going to stand by and watch people get hurt. I have a responsibility to help if I can'. Now where do you think she picked that up from?" Harry asked, clearly amused.

I chuckled, "I met her once before you know?."

"How?" Harry asked.

I nodded, "remember the Lizard?"

"Hard to forget a six foot tall monster."

"Helped me track him down, put her life on the line to help others...she's honestly a decent human being to say the least."

"So you know who she is?"

I nodded, "yeah..."

"And you approve?"

I sighed, "it's...complicated. If this was before I made myself into a terrorist then yes, I would have been fine..but now being a Spider carries a weight too it...I have to see if she's ready...Harry, I can't stay long...could you watch over her? For me? Make sure she doesn't die or something."

Harry was quite for a while before he sighed, "yeah...okay...damn it, I'm not even in college and I already got all this shit on my plate."

I chuckled, "yeah well, people like us don't get to rest Harry," my suit transformed, covering me in the now familiar black and white costume, "stay safe Harry. If you need me, ask the Devil, he knows how to get in touch."

"Right," he nodded, extending his hand out to shake, "I'll see you soon, Spiderman."

I smiled, shaking his hand, "and I you, Glider," and with that, I took off, swinging into the city.

I went to a motel and checked in, paying only in cash. I was getting ready to rest for the night when suddenly my head started to pain. I grunted, holding my head as I did. I felt something odd, like the word itself resonate with me. And then as quick as it came, it vanished.

I panted, holding my head and rubbing the sides. Where did that even come from? All that pain...maybe Franklin Richards' powers were finally kicking in? Yes, yes that makes sense. The stronger the powers the more they will last, I know that for sure. So maybe they finally were.

I stayed up late trying to figure out what changes I had undergone, but unfortunately, it would seem that my powers hadn't morphed in anyway. I cursed, I suppose now I would just have to wait until another one of those headaches attacked me for some change.

So, now being too awake to go back to bed, I tapped my costume and spoke, "S.e.xy, what have you got for me on Warren?"

"Dr. Miles Warren was born on 21st of April 1972. He has a son Jack who is estranged and wife who died five years ago. He had been attending weekly sessions with a psychologist who specialises in obsession therapy, and after hacking into the doctor's computer I found her notes on Dr. Warren.

A holographic sheet was presented to me as I began scanning the doc.u.ment, absorbing the information.

My eyes narrowed as it did. He's been in therapy for five years since his wife died. At first things seemed simple enough, dealing with depression suicidal thoughts and how horrible he felt because his son blamed him.

Then came his obsession. He selected 'targets' for a lack of a better word. Women with blonde hair, blue eyes, young, and he began stalking them. In these medical notes the doctor mentioned she told him many times to stop and he swore he did. But she didn't believe him.

Immediately alarm bells went off in my head. This….this could be a problem. I looked through the other files S.e.xy found, every single scientific paper proved the man was a genius, no question about that, but he was unstable.

I found an old picture of his wife, blonde hair, blue eyes. He has a type. This was definitely a problem. And since this pain in the back of my head just refuses to go away, I might as well do something useful.

"S.e.xy, get me Dr. Miles Warren's address," I said as I stepped out of my hotel room, locking the door behind me, "oh, and find me a 24 hour diner, I'm going to get hungry."

"Doing so now," a map of the city with two marked location came up, both fairly close to each other.

I walked into an alleyway and then climbed up the fire escape of the building, leaping from roof to roof, making my way to Warren's place.

I made my way to the heart of Manhattan, to the Italian part of the neighborhood. The buildings in this place was old, very old. All of them were built to look similar, but I could tell where Warren lived by unkept garden and frankly overflowing trash bin out on the curb.

I made my way to his house and latched onto the side, activating stealth mode as I did. I snuck my way across the largest window facing the street and peaked inside. It was a bedroom and curled under a single layer of sheets was one Dr. Miles Warren.

I looked at the lock, simple enough. With a snap of my fingers I unlocked it with my mind and carefully slide it open.

I snuck into the room and moved. Warren was about to wake up, I could see him sitting, I reached down and channeled bio-electricity through my suit, giving him a sharp jolt.

"Ep!" he cried out before dropping down in a stunned manner. I read his file, no medical history of a heart condition, no problem.

I turned around and began looking through his room. I looked in his sock drawer, his night table. Under his bed, in his closet. If he was keeping anything that might...obsessive, I would find it here.

And just as I was about to begin searching downstairs I noticed something. I pushed the clothes in his cupboard to the side and noted that the back panel was slightly raised up. Elevated. I knocked on the wood and it rang hollow.

I smiled and pressed my hand against the surface, the wood was pushed back before I heard a click. The back panel slide away, revealing what I thought I would find.

A shrine of sorts, dedicated to one person, Gwen Stacy. A picture of her was hanging in the middle, surrounded by a circle of fake roses. On a small pedestal below was an array of pictures and locks of blonde hair. No prizes to guess who that belonged to.

I looked through the small shrine and found a leather journal down bellow. I picked it up and read the latest entry written.

I've obsessed over her for days now, today she came in wearing that blue skirt I loved. I remember making a joke about it, but I didn't think she would remember. But to my surprise, she did! She knew and laughed! That settles it, Gwen shares my feelings, no matter what that quake of a psychologist says! She is my soulmate!

I need to make her mine, slowly I'll start separating her from the other interns, maybe I could assign her the XX029 project, have her work it with me...in private.

Okay, definitely suspicious. I put the book away and was about to call his doctor when I stopped myself. I turned back to the shrine and then to the unconscious man now asleep. This...this was an opportunity. A test of sorts...hm...I have just the idea.

I had my suit take photos of the shrine and scanned pages of the diary, entries that were vague for the most part, not giving any hints as to who wrote them, but portrayed Warren's psychosis' in an obvious manner. I then began to compose a short message.

'So, the little girl wants to be a Spider? Well let's see if you can play. This diary belongs to someone close to you, someone...with an unhealthy addiction. Can you figure out who it is? What will you do once you know?

You have 24 hours starting now. Fail to solve this little mystery and I promise, the next person who I'll message, will be Captain George Stacy. Won't he be in for a rude awakening?

Signed,

The Dark Knight'

I had S.e.xy send several copies of the message to every single account Gwen had online, I even had her send a text. I then covered my tracks, put away the hidden back panel for Warren's shrine but kept the diary with me for physical evidence.

By looking at it I could tell he only write after every day, meaning he would have no reason to make an entry tomorrow morning. Which would give Gwen a full day before Warren suspected something was up. I snuck back out and swun away into the streets of New York.

Gwen was probably asleep by now, she would get the messages in the morning. I'll have to see how she reacts to this threat, how she handles both blackmail and a stalker, because at the very least, she needs to have some sort of experience with this stuff.

With Gwen:

To say Gwen Stacy was panicking would be an understatement. She had been careful, so careful. She knew Peter Parker, on a personal level, she saw what it did to the Fantastic Four when he left and how he had to vanish when his secret identity was revealed.

She promised herself that if she was going to be the hero she wanted to be, be the change she wanted to see, then she would never ever put that secret identity in risk. She would never put her father at risk.

She was so wrong.

When she woke up that morning, she had received a message, a message that when she read to sent a chill down her spine and threatened to stop her in her tracks. It threatened to make her… cry out in terror.

Someone knew.

They knew, and they were taunting her. Treating her life as a game. And she could do nothing to stop it.

But what scared her more were the images the message had. Entries upon entries, all about her. All about their obsession over her. Did the person who send her this write these things?

No...she couldn't be sure. Why would they? Would tip their hand? No...this was someone else. So far, Gwen established a fact, she had two enemies.

The idea of people obsessing over her came into play. She thought about who they could be all day. The thoughts consumed her every moment. She didn't even wish her father a good day, she didn't even eat. She just walked out.

By the time she arrived at her lab she had thought up a basic criminal profile for the two. Her relationship to a police captain wasn't just for show, she did at very much like her old man, more that she would care to admit.

The one who wrote the notes were male, or at least had a very masculine handwriting. He also was very...well, he had mental issues. She didn't doudt for one second that the man had an obsession with her, maybe even borderline psychotic. And what's more...he seemed to be very close to her...somebody who interacted with her on a daily basis.

The other one...well, she couldn't really tell. He for sure knew about her powers and more importantly knew about her. She loved mysteries, and the messenger knew that too. Why else would they taunt her like this?

A test? Maybe...but who? And why? Test her as a hero? Maybe...no, most likely.

As Gwen sat down at her lab she looked around the workspace, watching the other interns there. And she realised immediately that she had recognized the handwriting from the pictures of the entries. She had seen it before somewhere in this very room.

Which means….one of the men here had an unhealthy obsession with her. Which meant...she was in danger.

With Peter:

I checked out early from my motel room and left before anyone saw me. I got breakfast at a small family dinner in Queens before heading off to see my would be replacement.

I found her in university, working hard on some sort of serum. Or trying to rather. She was distracted, unfocused. She kept looking over her shoulder, looking at everyone around her. Eyeing every single person in the room, ah, so she did get my messages, good.

It honestly boring watching her watch everyone else around her. She looked like she might make a move on another lab assistant, but she stopped herself, going back to her station.

I watched, curious. She seemed to suspect it was someone in the lab, good. I don't know how she came to that conclusion, but she was clever, that was something at least.

"Spider, Dr. Warren is pulling up," S.e.xy informed me. I turned my head and sure enough he good doctor himself was entering the university. I sat back and smiled, waiting for the fireworks.

I watched the man enter the lab and great everyone, taking special interest in Gwen as he even stopped to chat with her for a while. Gwen was pleasant enough, but after he left, she turned and looked out the window, a look of horror dawning on her face.

Ah, she's got her first suspect. She froze, I could almost see her thoughts running through her head. I was curious what she was thinking, so I carefully sent out a mental prob and attached it to her psyche and listened in.

'Can it? No...Dr. Warren has been nothing but kind to me and...and he's rejected far more capable candidates and promoted me to be his personal assistant. He always asks me to join him for lunch, always offers to stay back and…..I need proof. Proof that it's him. HIs handwriting, I know I recognized the handwriting in the diary from someone in this room, it has to be him. A test then….'

I watched as she got up with a pen and a blank sheet of paper. I pulled my mental prob away and watched as she walked up to Warren's section of the lab and began talking to him.

I read her lips, she mentioned something about a hand written recommendation letter needed for some program she was planning to attend. She could think on her feet and improvise, that was good. She handed the paper and paper to him and smiled.

And he melted into her hands like butter.

She got the letter from him then and there and with a smile she walked back and sat down. She looked at the paper and a look of horror came on her face. I put the probe back in and listened to her thoughts.

'I-It's him! It's the same handwriting! H-He...oh my god, I need to get away, I need to tell someone. Dad? N-no, I can't I….how? How do I explain it to him? Oh hey dad, last night some text message with these pictures of a diary was sent to me, telling me to find out who it was or else they would expose me as the new Spider-woman?!'

I chuckled, the girl was in over her head I suppose. I cut the prob and tapped my helmet, "S.e.xy, activate the voice disguise function and call Gwen with a blocked number would you?"

"Right away," the AI replied as I began to hear a dial tone in my ear. I watched as Gwen flinched out of her trance, pulling out her phone and looking worried. She waited a moment before picking up and the call.

"H-hello?" she whispered, "who is this?"

"It took you three hours, colour me impressed Gwen," I chuckled, "I have to say, the handwriting thing was ingenious, though to be fair it was a fairly easy task I gave to you."

Gwen's eyes winded as she snapped up and looked around, "who are you? How do you know all of this?!"

"I watching you right now" I replied. She looked out of the window, right at the tree branch I was sitting up, but couldn't' see me thanks to the stealth feature, "don't bother trying to look for me. And don't worry about explaining things to your dad, I have you covered."

I reached out mentally with my mind and unlocked the window Gwen was looking out of. She stepped back in shock, "h-how are you doing this?!"

"Simple, I'm a ghost," I then took the diary I flicked from Warren's last night and threw it through the open window. It flew right at Gwen, who dogged it at the last minute, expertly catching it with dexterity I came to expect from any Spider, "oh, I see that you have gotten spider sense as well, that's nice."

Gwen looked at the book, opening it, her eyes wide as she looked it over, "h-how?"

"That's for me to know and you to find out. Use this, tell your dad you found it while snooping in Warren's desk, that should cover you. I recommend you do so quickly, don't' want him getting away now do you?"

"Who are you?!" Gwen hissed, I could smell her desperation from here.

"I told you didn't I? I'm the Dark Knight," and with that, I cut the call, much to Gwen's horror and frustration.

She passed the first test, let's see if she passed the second. I climbed down the tree and deactivated my camo, walking out until I was far enough to sneak up a building and fly across the city.

I found Gwen's address and snuck into her apartment. It was empty and frankly a mess, which made sense since only Gwen and her dad lived here, her mother had died a few years before.

I looked through a couple of photographs before scanning enough of Captain Stacy's face to make a perfect holographic form of him.

I then left and looked for a place to enact the second test. I began looking around the docks, finding an abandoned warehouse off to the South which was obviously some kind of mob controlled area. It took S.e.xy two minutes to link it to one Richard Salvanin, the brother to the head of Salvanin crime family.

I selected the warehouse for the bases of my plan. I snuck in and made my way to the inner office in the top floor. I locked the door, and with a clear line of sight to the near empty ground floor of the warhouse, I knew I would be able to do whatever I wanted in here.

I moved the furniture in here, mainly chairs, tables and cabinets, giving off a wide space for myself in the center. I unlocked all the windows and even the skylights, and placed two holo projectors on the ground before me that I had made beforehand just for this test.

I activated one projector and it displayed a very life like image of Gwen's father, bound and gagged and kneeling down before me. If one wasn't an expert in illusion, or had experience with holograms like Stark, they wouldn't be able to tell they were fake.

I then had S.e.xy create a holographic image of Richard Salvanin from the pictures she could find online. It wasn't perfect, but then again Gwen didn't know the mobster very well so she wouldn't focus on him, her father on the other hand...

It took me three hours to set this all up. But now, with my trap constructed I pulled up a wooden box and sat down on it, legs folded. I took out my SA and snapped a picture of the hologram of Captain Stacy, "S.e.xy, track captain Stacy for me will you?"

"Yes Peter, I do," the AI replied, "according to police scanners he is returning back to the station with a possible mentally deranged individual who was caught stalking."

I hummed, that means he's probably just arrested Warren. Perfect, he would have just left Gwen then.

"What about Gwen? Where is she?"

"According to her mobile, she is making her way home."

"Probably took a half day after everything that's happened. Can't say I blame her. Do you still have access to her phone?"

"Yes I do. What would you like me to do?" the AI asked.

"Lock all external means of communication for the phone to the burner number we acquired," I ordered, "then send her the following message: It's time for your second test, if you ever want to see him alive again come to me. Send out current location."

"Right. Anything else?"

"Oh, and send her the picture I just took," I then leaned back and waited. Hum, I would need a costume for this role.

With Gwen:

She pushed her door open and walked in. Exhausted wasn't the word. She really didn't expect it to be true, but...it was. Warren was the one who wrote all of that, he was off his meds, literally.

Gwen didn't understand how she missed it, how she of all people missed it. She always prided herself on being a very smart person, but she missed this. Which megged the question. Just who was this Dark Knight and how did he know more about her that she did?

Just then her phone buzzed. Gwen took it out and frowned, looking at a message from an unknown number. She opened it up and immediately her eyes widened in shock.

It's time for your second test, if you ever want to see him alive again come to me..

And attached below was a location and a picture. Her father, bound, gagged and kneeling. "NO!" Gwen cried out, jumping out of bed.

This can't be happening! This can't be happening!

"No, no, no!" Gwen cried out as she dialed her father's number. She was waiting as it rang, when it finally clicked Gwen sighed in relief, "dad?! Where are you?!"

"Gwen, when in a hostage situation, never ever try to play with lives," the deep modified voice Gwen heard just a few hours ago ran out.

"Who are you?! Why are you doing this?! If you do anything to him-"

"-what? What will you do little Spider? If you call the cops you'll have to tell them who you really are. And if you do, you get arrested. You can try calling the Avengers, sure, but would they really give a f.u.c.k about you?"

Gwen began packing, sweat covering her face, "w-what do you want from me?"

"I just want to talk. Come here in...let's say twenty minutes? Do that, beat up my henchmen outside and I won't kill him. But if you don't get here soon, well...let's just say like Peter Parker, you'll have to learn how to live with your aunt and uncle."

The line cut out leaving Gwen cold.

Gwen memorised the given location and threw her phone aside, rushing to her bedroom. She ripped down her false ceiling tile and took out her costume. She slipped it on and opened the window, jumping out, not bothering to close it behind her.

She was careful! She was so careful! She jumped across streets, going higher and faster than she had ever gone before.

Her heart beating twice as fast as she's used too. Every beat sounded like a second passing away, a second closer to her father's death. Every jump she made helped she clear a building or two.

The city skyline however seemed to go on forever, as every time she tried searching for the docks, they were always another block away.

Finally, after ten minutes of running without pause, she saw it, the docks. She recalled the location she was give, it was a warehouse. Without a second thought she came crashing down the skyline, landing on the ground with crouched feet, glass raining down all around her as she searched for signs of life.

"What the hell?!" a couple of men guarding the grounds with guns turned to her.

"Where is he?!" Gwen roared as she charged at the men, surprising the men as she tackled the one closest to her, pushing him into another man and throwing them both into a wall with her increased strength.

"Waste the bitch!" the three goons around her cried out, taking aim at the girl and letting loose.

Gwen turned and leaped to the side, hiding behind a crate as bullet ripped into them. She took a deep breath and looked around, Finding a shadowy corner she leaped onto the wall and hide, traveling around around the other side and around the people in firing at her.

She sent two light jabs into the backs of two of them, dropping them down. Before the last man could turn to her, Gwen was already jump kicking him in the head, dropping him down, unconscious.

Clap, clap, clap.

The sound of slow clapping rang out. She turned, searching for the sound, "where is he?!" she noticed a door to a small office room near the back of the warehouse swing open. She took it as an invitation and charged right in, the door closing shut behind her the moment she entered the dark room.

"Safe, like I promised," the voice on the phone came out loudly in the confined space, "I have to say, I'm impressed. Eleven minutes, I doubt even Peter Parker could have done that in less time without his webs. But then again, they guy does have a few other tricks up his sleeve."

"I'm here like you wanted, let him go!" Gwen roared.

Slowly, out of the shadows of the warehouse a figure walked out. He wore a skin tight black bodysuit with plates of armour all over his body. He looked like a modern day knight with a black cape around his body and a metal helmet that covered his entire head with two long ears at the side and two white slits serving as his eyes.

"Who the hell are you?!" Gwen growled, crouching down, ready to attack.

"I...am Batman," the figure replied, pushing his cape aside to show off the bat emblem emblazoned on his c.h.e.s.t, "you my little Spider, have a choice," he snapped his fingers as internal lights in the warehouse came alive revealing two people kept inside two separate glass cases with a metal frame.

"Dad!" Gwen cried out, watching as her father bangged the glass with his fists, no sound coming out.

"Today, we have two special guests," the Batman spoke, "one, is Captain George Stacy, a police officer. The other is a mobster, a criminal by the name of Richard Salvanin.

"You have two options," the Batman continued, brining Gwen's gaze back towards him as he held out two hand held switches, on each hand, "this button," he held up his right hand, "will save your father's life. But, in doing so will fill the other one with poison gas killing the mobster instantly," he then held out the other hand, "and this does the opposite."

Batman threw the devices and Gwen caught them, stumped. Frozen as she looked at the two devices in her hands. The metaphorical executioner's blade meant to kill one of the men before her.

"Why are you doing this?" Gwen hissed, her hand trembling in furry.

"Because, I want to see just what kind of hero you are," the imposing man explained, "now choses quickly, before I select one for you."

Gwen looked at the glass casings, they seemed...thin. She got an idea. She picked up the button which would save her father and clicked.

"Oh my," the Batman chuckled.

A green gas was released inside Richard Salvanin's container, slowly coming down at the man. Gwen threw the controllers away and leaped forward, her hand drawn back before thrown forward, shattering the glass open.

She then turned to her father, his own casing automatically opening, "Dad!" she cried out, reaching down to pull her father out, only for him to disappear in Gwen's arms.

"W-what?!" the girl looked around, noticing that even the mobster had vanished, she turned to the Batman, "h-holograms?"

Batman chuckled, "did you think I would really hurt a police officer Gwen?"

"ARGH!" the girl roared, launching herself forward, ready to take this mad man down. But at the last moment, the armoured lunatic moved out of the way, grabbed Gwen by the arm and threw her into a table.

Crash!

Gwen landed in a pile. She wheezed, holding her side as she looked up, Batman rotating his neck, "slower than I thought. Hm, you'll need to work on that."

Gwen was on her back, glaring up at the man, "who are you?"

The Batman looked down, sighing, "well, you did half good. I mean, breaking the casing was a very blunt but effective way of doing things. And the distraction was a good touch. But, you didn't really have a plan ready when you came in here. You need to think before you leap Gwen."

"How the hell are you?!" Gwen asked, her patience beginning to boil.

Batman's helmet seemed to come alive as it moved away from his face, revealing the smiling face of Peter Parker underneath it, "hello Gwen. I figured we needed to talk."

Gwen gasped, "f.u.c.k me."

Ten minutes later:

Gwen and I sat on the roof of the warehouse, after calming her down I took out several bags of food I had gotten before hand out of my bag of storage and passed her half.

I finished the last of my burger and slurped my soda. I truend to Gwen, who had taken literally a single bite out of her food, the scent of confusion, anger, fear and admiration floated all around her.

I sighed, "I suppose I should first begin with an apology."

Gwen glared, "you think?! Not only did you threaten to expose my secret identity, you also pretended to kidnap my dad, made me take down some crazy guys with real guns and made me think I had to kill someone to save my dad?!"

I chuckled, "well, if you want, think off it like a test of sorts."

"A test?! What kind of test is it when you trick me into thinking my dad was kidnapped and dying?!"

"The kind I used to see if you were ready to become a Spider," I replied.

Gwen paused, her eyes widening, "a-are you serious?"

I nodded, "very."

"And?"

I paused, she looked nervous, I sighed, "not bad. A C minus if nothing else."

"C minus?! Seriously?!"

"I would have honestly failed you, but you did take down those mafia dudes effectively and not to mention how quickly you figured out it was Warren who was your stalker. Impressive work by the way. And I figured I might as well cut you some slack, after all this is your first month on the job," I shrugged.

"Wait, you would have failed me? Why?" Gwen asked.

"Well, frankly, the moment you thought your dad was going to die, you had your blinders on. You didn't even think off trying and sneaking inside instead of making an entrance. Rookie mistakes Gwen."

Gwen realised what I meant, and immediately she looked away, slumping her shoulders, "oh...I see...I suppose you want me to...to stop."

I laughed, laughed so hard Gwen actually flinched in surprise, "stop? Gwen, even if I told you to stop would you listen to me?"

Gwen blinked, "well, I mean..."

I snorted, "Gwen, I didn't ask permission from anyone when I began...and if you're going to be a hero I know anything I say, like my blessing or something won't be that important to you."

"B-but it is!" Gwen insisted, "I'm doing this in honour of you after all!"

"Really? Is that all?" I narrowed my eyes.

She flinched back, "no...I….I also wanted to help in someway so…. I suppose I wanted to both honor you and try and do some good...after I helped you with Doctor C...I couldn't help but think that, that moment right then was the most I have ever felt alive.

"A few days after...well, you told the government to suck it and went on the run, I kind of got my powers," Gwen explained, looking at her hands, "I don't get it, or how. I was at Oscorp, interviewing for an internship there when this spider with the number 42 bite me, and next thing I know I could do what you do."

I narrowed my eyes, if I recalled right in the Ultimate universe Miles Morales got his powers because Osborn tried to replicate the Ultimate Peter Parker powers. Maybe something happened in this world as well, only this time it happened to Gwen.

"I see...and you decided to what? Put on a suit and become a hero?" I asked.

Gwen nodded, "pretty much, yeah. I figured without you here...New York would need a Spider to protect her. And so, why not that Spider be me?"

I smiled, "I said it once, I'll say it again, you're one hell of a woman Gwen Stacy."

"I suppose," Gwen smiled, "I mean, I'm a lot different than that girl you helped all those...weeks ago? Wow...I just realise everything that's happened...it wasn't all that long ago."

I laughed, "yeah, I still remember when you were scared and wet girl standing at my door, asking for my dad."

"And you were n.a.k.e.d," Gwen chuckled.

"You didn't really seem to mind," I smirked, "if you recall, you seemed to be enchanted by my abs."

"Well….yeah, of course I was," she snorted, shrugging, "hey..I just realised something. When I came to you that night, were you seriously just sleeping?"

I shook my head, "no. I had literally just gotten back from patrolling the city and I didn't have the energy to change into something else."

"I knew you didn't sleep n.a.k.e.d!" Gwen cried out, "ha! Well that's one mystery of my life solved...Peter...what you said….I understand you think I'm not read to take up your mantle but-"

"Gwen," I stepped in, "I didn't say that."

Gwen blinked, "but you said-"

"-I said you should think before you act, not demand you stop," I shrugged, "I admit, I wished you were a bit more trained, but even I wasn't perfect when I began."

"You helped the Fantastic Four take down Doctor Doom," Gwen replied flatly.

"Yeah...but if you remember I was also knocked unconscious," I chuckled, "listen Gwen, I don't mind someone else taking up my name, in fact, that entire speech about the new Age of Heroes I gave was for people like you. To act on your good intentions. And you don't need permission, or blessing, mine or anyone else, you're your own hero Gwen and besides, it's not like I asked permission either."

"So...I can be Spider-woman?" Gwen asked with hope, "you don't mind?"

I shrugged, "like I said, up to you. But, if you want to keep going, you have to realise, that trick which I just played on you to test you? One day, it might become real. And you have to accept the dangers being hero will bring to you and your family. Can you really take that risk?"

The girl looked confused, thinking silently to herself. I waited patiently, and then she spoke, "can you teach me?"

I smiled, "I have way too much on my pate Gwen, I'm sorry. After I left I somehow ended up gaining more duties rather than less. I'm way too busy," Gwen dropped his head hearing that, "but, I asked around and got a few favours from Daredevil and Glider. They agreed to hand hold you until they think you're ready to go out on your own."

"Woah. Seriously? Even Glider?!" Gwen asked in shock, "but that guy hates me!"

I nodded, "yeah. Between you and me, he's a big softy. Has a big heart, but also strives to always prove himself. He's….he's a good guy...but anyway, enough about him. Gwen, I'm going to ask you again. Are you sure?"

Gwen looked at me and nodded, "yeah. I am."

I smiled, "good. And remember, if you need me, the Devil and Glider know where I am. But first, before I leave," I stood up, motioning Gwen to follow me. She did and watched as pulled out the metal briefcase I had prepared beforehand in shock.

"How did you do that?!" Gwen asked in awe.

"Magic," I winked.

"Shut up! No way!"

"Yup," I nodded, "magic is real. And I'm what you would call a protector of the Earth realm. Anyway, enough about that, here," I pushed the case into her hands.

Gwen formed but took the case, looking at the lock, "what's the code?"

"You're birthday," Is replied.

Gwen blinked, "have I ever told you how creepy it is that you know so much about me?"

I shrugged, "hey, I do my research. Which is exactly what I need you to do as well. Inside is everything you'll need to get started. Tools I didn't have when beginning out as a hero. You'll have a leg up now, but you can't use this as a crutch Gwen. I want you to learn how to become better."

Gwen nodded, "right," she then opened the case, excitement rolling off of her as her eyes widened, sparkling at the notes and clothes inside, "this is so cool! What are they?!"

"Well the notes are just some things I figured you should read up on," I told her, reaching in and taking out a web shooter, "and this is a web shooter, I figured since you're now officially a Spider, you'll need webs to get around."

"How do they work?" Gwen asked eagerly, "I tried to make my own version of them, but they never seemed to stick for some reason. Never got it right."

"They used a pressurised contaniend of certain chemicals that when exposed to air turn into the web like substance," I replied, putting the shooter back in, "the first round is on me. But, if you want more," I picked up a neatly folded paper with the web formula written on it and smirked, "you're going to have to earn it."

Gwen grinned at the challenge, "I may not be the world's smartest hero, but come on Peter, give me some credit, I'm not stupid. With the formula it'll be a cake walk."

I blinked, "they serious call me that? World's smartest?"

Gwen shrugged, "some people, yeah. Like a lot of the college students I know think you're much smarter than Stark and Richards. But maybe they're a little bias."

I shrugged, "never figured...I kind of like it," I grinned.

Gwen smiled back, "I thought you would...Peter...thanks, for believing in me," she squeezed her fists, "I know you have no reason too, and taking your name as my own was a d.i.c.k move but-"

"-But you are a hero and you deserve a chance," I patted her shoulder, pulling her into a hug. She was hesitant for a second before she hugged me back, holding me tightly in her arms. "good luck Gwen. Be brave, be kind and never forget the first rule of super heroine."

Gwen pulled away, looking confused, "what's that?"

"If you happen upon a super s.e.xy bad guy, you are not allowed to fall in love with him," I replied.

Gwen rolled her eyes, "very funny Peter."

I stared into her soul, "no. I'm serious. Why the hell do you think my love life is shit right now? One skin tight black suit wearing cat burglar and next thing I know I'm a terrorist and a felon running from the law. I mean, it was so worth it, and I would totally do it again, but no, just….no."

Gwen blinked, "okay then…..right, okay."

I smiled, "good," I summoned my sling ring and created a portal to the roof of the London sanctum. I turned to Gwen and nodded, "until next time. Spider-woman," I stepped through the closed the portal, the last thing I saw? Gwen's jaw hitting the floor. Hehe, damn I love magic.