A/N: The art above is not mine!

Last chapter of the arc! Be prepared! 😏 ❗️Warning❗️Attempted murder, violence, and gore will be mentioned. Read at your own risk. Super long chapter ahead!

It was quiet...too quiet.

Gwen didn't like it. Especially the cold feeling of her warm body holding a cold lifeless one. His eyes were dimmed. He lost all warmth by the time Gwen gently placed him on the ground. Her blues were void as she desperately held onto his hand to conserve warmth, but he was too far gone.

Peter is gone...and it was all her fault.

She killed him in cold blood. She was not even hearing his pleas to stop her from hurting him. His screams echoed loudly in her head and punched her chest, stabbing it repeatedly as she stared at Peter's corpse in front of her.

Gwen's lips quivered as burning tears streaked down her dusted skin and onto her split hands. Looking down at her hands, her form trembled as she brought her hands to see blood seeping out of her suit, splitting the skin in her knuckles.

It was proof.

Gwen silently sobbed, feeling the ache in her chest from the fight. She deserved it. What will Aunt May and Uncle Ben think of this? Will they hate her? Will her father hate her?

What has she done?

The burning in her chest didn't let go even when she stood up. The burning in her chest didn't let go even when she heard footsteps coming near her. Arching her wrist to the ground, she webbed her mask towards her but only blankly looked at it.

A hero...what a joke.

Gwen gritted her teeth, throwing it to the side as it smacked against the rubble and flopped to the ground for the siren lights to take. She sniffed, stumbling to the side as she felt her body heavy. Her vision was dazed, and she noticed the rebars did quite a number on her making her lose blood but she felt numb to it.

She can't...She can't keep going.

"I'm...Peter..." The three-year-old boy nervously raised his hand while the three-year-old girl grinned, showing some missing front teeth.

She smacked her hand against his, grabbing his hand and enthusiastically shaking it, making him stumble and yelp. "I'm Gwen! I'm three years old and I like corndogs! What do you like?"

Gwen whimpered, shakily going over to escape the place. She grunts, tripping her feet over a rock and falling face-first to the ground. She clenched her hands hopelessly as tears continued to fall.

"I like your glasses," the little girl bit her lip, looking down at Peter who continued to cry on the sandbox.

Peter shook his head, "They just make me look weird. They make me look ugly."

Gwen nodded. "Yeah," she agreed making Peter cry harder and run away from the girl, making her blink. "What did I say?"

Gwen panted, hissing in pain as she shakingly stood to her knees, glaring down at the blood pooling underneath her. Where is she going to go? She lost Peter. She couldn't even confess to him, plead to him that she forgives him.

"You're not my friend!" A four-year-old Peter snapped at her while she crossed her arms defiantly.

"Only I get to make that decision Poo-poo head!" A four-year-old Gwen shouted back as Peter gasped in disbelief and pointed at her as tears welled up in his eyes.

"I'm not a poo-poo head! You are!"

"Nuh-uh!" Gwen stuck out her tongue and this caused an immediate reaction as Peter started running away again but Gwen tackled the boy to the ground.

The dark-skinned boy by the swings can only sweatdrop, watching them roll on the ground. He sighed, walking over to them and punching their heads. They yelped at the pain and tearily looked up at the boy who only glared at them.

"You're going to make up and be friends! Got it!" he shouted.

Gwen and Peter glanced at each other and huffed, looking away but Gwen glanced at him again, giggling to see his glasses crooked.

"What is going on here?" Aunt May walked over to the children and cooed to see Gwen and Peter finally getting along. She took her camera out and grinned at them. "Come on, get in the picture. You too, Harry."

Peter sniffed, shaking his head and standing up. "No! I don't want to take a picture with Ugly here!"

Gwen irked, snapping her head to him. "What did you say?! Come here!" she screamed and tackled the boy on the ground once again, making him wail loudly.

Aunt May tried to get the picture but only resolved with Gwen grinning at the camera and holding a peace sign while she wrapped her arm around the crying boy. Harry wasn't able to pose at all. He was only trying to calm him down but ended up in the picture anyway.

Gwen heaved, coughing as the dust slowly started to get into her lungs. Shit.

Peter huffed, tucking the pearl in his pocket. "Whatever. You're not pretty anyways. You don't deserve it."

"Oh?" Gwen smirked at him. "Once I grow boobs..." She pointed at him, throwing her head far, arching her back to look down at him. "I will be beautiful! Muahahaha!"

"Pfft!"

"H-Hey!" Gwen blushed as she stomped on the ground frustratingly.

"Yeah, I'll let you know," Peter rolled his eyes.

He stopped as he looked up at the sky and gasped. The colorful wisps came back, surrounding the field they were sitting in. Gwen gasped too as her eyes sparkled at the sight of pretty lights. It reminded her so much of Christmas lights.

She can feel their warmth as she spreads her arms out, enjoying the cool breeze and lights. Peter stood up next to her and spread his arms too. Peeking an eye, he looked down at her and tucked the pearl in her pocket before looking away.

Gwen broke down, punching the ground continuously. He's not coming back. Nothing will ever be the same again. Not without him.

Gwen shakily stood up once more, panting in mere exhaustion. She closed her eyes in grief, holding up a clenched fist and opening it, revealing her pearled necklace. It was cracked and Peter's blood remained tucked underneath. She doesn't deserve this. She shouldn't have it.

Arching her arm back, she gripped the pearl tightly before swinging it forth to throw. But the pearl still remained in her hold. She can't do it. She can't throw it away.

Slam!

Gwen stopped, her senses flared, making her turn around. She stopped at a man standing by the lockers. Many lockers were dented and destroyed from the collision but few remained...including her locker.

She frowned, seeing a shadow using a crowbar and once again hitting her locker. "Hey..." she croaked, painfully stepping towards the figure but they ignored her, using their crowbar to hit her locker again.

"Hey! It's dangerous here!" she shouted, forgetting her mask back with Peter but didn't care.

Gwen frowned, seeing the male hunched over as he kept muttering over his breath. Blood spilled on his temple and bruises were covered all over his arms and cheek but the man was too focused, banging the crowbar again.

Gwen had enough. She's already grieving and this idiot is banging on her locker. She gripped the crowbar before he hit her locker as she seethingly glared at him.

However, her eyes grew accustomed to the darkness in the hall, and recognized the man in front of her. Dr. Curtis Connors. Her science teacher was pale, his eyes constricted in fear as he tried to snatch the crowbar from her hand but she kept a firm grip on it.

"Dr. Connors?" Gwen frowned. "What are you doing?"

Her senses flared and jumped back as the man pulled out a scalpel, and swung at her. She grunts, landing on her knees. Her balance was way off, causing her to fall to the ground and look up at the man in disbelief.

"Dr.Connors!" she shouted but stopped on the scalpel. It was stained with dried blood. She frowned, cautiously standing up and narrowing her eyes at him. "Dr. Connors," she looked at him. "What did you do?"

The man ignored her, picked up the crowbar from the ground, and started slamming her locker again on the lock while muttering under his breath. It was then that Gwen was finally able to hear what he was saying, making her stiffen.

"Peter....Peter...Peter..." the man repeated, slamming on her locker while gripping the scalpel in his other. Gwen's eyes narrowed at him, looking down at the bloody scalpel.

Suddenly...everything started to make sense to Gwen and not in a nice way.

Peter grinned, glad to see that Gwen also took an interest in his scientific project. "Remember when we saw that our lab teacher, Dr. Connors, doesn't have an arm? I heard from him that he is actually working on a project that would help regenerate his limb and other veterans. I thought it would be cool to do something cool for a change."

-

Peter grinned, "I'm actually making progress with the project. We're about to test it out with some lizards Dr. Connors has in a few days."

"That's so cool," Gwen grinned. "I can't wait to see my best friend receive a Nobel prize for making regenerative limbs. That's awesome."

Gwen immediately stood up and lunged at him, smacking away the crowbar and snatching the scalpel before placing it under the man's chin. She seethingly glared up at him as he looked at the ground blankly.

"Dr. Connors," she growled, gripping his wrists tightly. "You have some explaining to do. What did you do to Peter?" she seethed.

"Peter...Peter...Peter..." the man whimpered as his eyes widened in horror. "Peter!" he screamed but Gwen was not having any of it, throwing the man to the ground harshly.

The man grunted, reaching for the crowbar but screamed as Gwen kicked his face, making him fall on his back.

"What did you do to him?!" Gwen screamed, throwing another kick at his abdomen as he screamed again.

Tears started to spill from her eyes and her body began to heat up uncomfortably as she watched the man in pure hatred. "WHAT DID YOU DO TO MY FRIEND?!" she screamed, crouching to the ground and grabbing the crowbar.

"Peter...Peter...Peter..." the man continued whimpering but screamed in pain as Gwen slammed down the crowbar on his knees. Her blue eyes hardened, hearing him repeating the name.

"STOP SAYING HIS NAME!" Gwen slammed down the crowbar, hitting his legs again and making him scream in pain. "LEAVE HIS NAME OUT OF THIS! WHAT DID YOU DO TO HIM?!"

Gwen threw the crowbar away and crouched on top of the bloody man and grabbed his collar, bringing his face near hers. "You better give me answers. Or your legs won't be the only ones broken."

The man didn't respond this time, infuriating her. She webbed the scalpel this time, raising it over her head. Dr. Connors didn't let her this time, grabbing her arm.

Gwen stopped, looking at the man's empty eyes. She frowned, looking behind her as the man kept looking at her locker. Getting up, she threw the man away and walked over to her locker.

Something is going on. Why did Connors want to open her locker? Seeing as the man broke her lock, she stabbed the scalpel into the door and pushed it open.

Her dress and jacket fell to her feet. She frowned, grabbing her phone but stepped back as something fell to the ground. "What?" she crouched, picking up the small rounded object.

She looked at it closely but wasn't able to see and grabbed her phone to light it. Her eyes widened at the object. "A camera bug," she muttered. How did it get here?

Gwen turned around, walked over to Connors, and kicked him over to face her. Her eyes narrowed at the man as his eyes were on the object in her hand. "What is this?" she growled.

"..." he coughed, turning his head over and looking at her. "...you were a success," he groaned. "You were a success..."

"A success," Gwen spat, looking at the camera closely. "What were you trying to do with this?"

The man only chuckled, shaking his head while Gwen continued to glare at him. "She's watching...she's always watching you..."

"Who?" Gwen narrowed her eyes at him. "What does Peter have to do with any of this?"

However, before she could get any answers from the man, she heard a click behind her. She stiffened, moving away in time as a bullet hit the lockers in front of her.

Who's shooting her?! Gwen turned around, paling to see her father stepping into the darkness. His gun aimed at her sole figure while squinting to see her, unable to see her face.

"Ghost-Spider!" George shouted as tears spilled from his eyes. "You're under arrest for the murder of Peter Benjamin Parker!"

Gwen's eyes widened in horror. "What?" she gasped, taking a step back.

"Get on the ground!" he shouted, aiming his gun at her.

"Da-Captain, I–" Gwen took a step closer but stiffened as a bullet hit the floor in front of her, making her paralyzed on her spot.

"She's watching you..." Connors groaned, looking up at the sky with a bloody grin. "She's always watching."

Gwen shook her head in disbelief. This can't be happening. "Officer! He experimented on Peter. He turned him into a monster–" Gwen jumped back as George fired her.

"You took my daughter's best friend," George seethed, glaring heavily at her. "You'll pay for that, Ghost-Spider."

Gwen looked around for an escape, seeing everything mostly blocked off. She looked up at the sky, stiffening to see a figure standing on top. The sinister smirk gave chills down the girl's spine. Not a moment later, the figure jumped away.

Gwen's eyes widened in fear. The last thing she knew, she dropped everything and gripped the pearl necklace before jumping after her. She ignored the calls from her father and ran after them. She spotted the figure running away from the school and getting on their bike.

The wheels revved before waking off. Gwen retaliated by webbing the buildings close to her and going after them. The figure glanced back, and sped faster, leaving a red trail of light.

Gwen's eyes narrowed, taking longer distances, and went faster. Something felt off. Who is this guy? Gwen yelped, dodging away as a trail of bullets flew towards her where she once was.

That's it.

Gwen gritted her teeth, letting go of the web, and dived towards them. She dodged the incoming bullets using her spidey senses. She closed her eyes, hearing the revvying wheels closely. Without a moment to waste, she flung her wrists forward, webbed the rims, and pulled.

The bike was pulled back, causing the man to fall forward and roll on the ground. Gwen jumped over the bike as she heard it fall and scratch the floor.

Gwen panted, looking down at the man as they groaned. Gwen looked around the place, frowning to see that they were outside in a parking lot. Taking a further inspection, she noticed they were completely alone.

"Hahaha," the man chuckled, slowly getting up and adjusting his wrist. "That was entertaining."

Gwen's eyes narrowed at him, "Who are you?"

"Aww...It's really sad that you don't recognize me Gwennie," he lifted his helmet, dropping their shoulder-length black hair. Their tanned skin shined from the lamppost.

Gwen's eyes slowly widened in disbelief, taking a step back. Their black eyes stared at hers with a malicious smirk on their features.

"Surprise," Cindy Moon shrugged with a grin.

Gwen shook her head, "Wait. That's not right. Why are you here? Why did you–"

Cindy groaned, arching her back as she tossed her helmet to the side and barely watched the girl. "And to think you were looking for me. Tch. You sure have short-term memory."

Gwen stopped, "Wait. You? You're the one who's 'always watching me'? Why?"

Cindy chuckled. Reaching back to her pants, she pulled out a golden bracelet and attached it to her wrist. "Because I can?" she laughed, seeing as the golden bracelet slowly turned into a golden gauntlet with sharp claws.

Gwen's eyes widened, standing defensively. She frowned. "That's nanotech."

"Yup," Cindy grinned at her and waved her golden gauntlet at her. "You like it?"

Gwen's senses flared and jumped away in time for Cndy to aim her gauntlet at her and fire at her. Gwen continued running away and circling the girl as she kept laughing, firing at her.

"A whole new wooooorrrld–A new fantastic point of viewww!" Cindy loudly sang, smirking at her. "No one to tells us no...or where to go..."

Cindy laughed, "Or say we're only dreaming."

Source: Radioactive Spider-Gwen Vol II Issue 8 (May 4, 2016)

Gwen frowned, seeing the girl stop firing at her. Gwen glared at the girl. "Oscorp," Gwen spat. "You got that from Oscorp didn't you?"

Cindy smiled, "I may have...but also from my own company, you see. S.I.L.K. It's a small organization after I left S.H.I.E.L.D."

Gwen raised her fists in defense as the golden gauntlet spread over the girl, giving her a golden iron suit. Gwen cursed as she aimed her open palm at her and fired. Gwen grunts as she jumps away, wincing at the pain in her chest.

"Shit!" Gwen cursed as Cindy laughed, showing off her technology. She's having too much of this. But it's no fun when the girl is injured in the battle. Pity.

"Gwendolyn Stacy. Ghost-Spider of Earth-65," Cindy released herself from her suit, now looking at her.

Gwen panted, glaring at the girl. What does she want?

"Tell me," Cindy smirked, raising her gauntlet and showing a hologram of young Gwen being bitten by the radioactive spider. "I'm practically your fairy godmother."

Gwen blinked, standing up straight. "My what? What are you–Wait, it doesn't even make sense! Who are you?"

Cindy sighed, "Okay. Okay. I get it. Maybe there is a point to those clichē little 'supervillain' speeches after all...you need to understand? Fine. I'll spell it out for you. I was attending a science exhibition at Oscorp Labs. The accident that created the spider was one in a billion...if that newspaper hadn't come along and killed it. But it did. And life carried on. A life with a low mortgage rate. A life with a laugh track.

"I wanted to scream. So many years trapped. A prisoner in the web of fate. I can still count every wasted vote, every drop spilled. All I could do was look back and dream of another chance to have power. I thought I found it with S.H.I.E.L.D. and in a way, I did. Thanks to a freak accident and my research, an agent survived. My work gave him a second chance. A special life and so much more. He owed me. Kind of the way you owe me, Gwen."

Gwen glared at her, "I owe you nothing."

Cindy chuckled."But I owed no one. S.H.I.E.L.D. held all the invisible strings I'd sworn to cut. And with his help, I did. I released my spider into the world. My gift of chance. A middle finger to the web of fate. And when it found you, Gwen...so did I," she smirked, taking steps close to the shocked girl.

"I never stopped watching, sweety," Cindy cooed, standing now in front of her. "...Learning from my little lab rat out there, testing my science in the field. But I never imagined you'd bring us here..."

Cindy raised her gauntlet for the girl to see as a few holographic objects appeared in front of her. Gwen's eyes widened in recognition: Ant-Man's helmet, Falcon's wings, Mr. Fantastic's flash drive, and more.

"I've picked this world clean of its low-hanging fruit. The weapons these maniacs discarded like old shoes are tools S.I.L.K. needs to ensure that no Cindy Moon ever has to hide in a bunker again."

Gwen gritted her teeth, slapping Cindy's gauntlet away from her face. Cindy grunts, taking a step back and holding her gauntlet to her chest.

"Yeah," Gwen spat. "A whole new world...with you sitting on top, right?"

"Oh, don't be such a clichē," Cindy rolled her eyes and maliciously smirked at her. "Isn't it obvious? I'm offering you everything you've ever wanted. A chance to be all the things you should have been. Come on. Run the world with me."

"You're full of shit, lady," Gwen took a step back, narrowing her eyes with distrust before storming towards her. Raising her fist, she let out a scream before lunging at her.

Cindy sighed, scratching her head with her gauntlet. "Okay. We'll do it your way."

Gwen's senses flared too late for her to react. Cindy aimed her gauntlet at her, firing her chest. Gwen grunts, falling back on the ground. The loud screech hit Gwen's ears as she hit the ground.

Gwen stiffened, gritting her teeth in pain. What–What did she–? Blood...feels like it's on fire. She coughed but was unable to move much before feeling herself burn inside out.

"You know," Cindy mused, walking over to the crouched girl and grabbing her by the hair, looking down at her with a satisfying grin. "The daughter of Lawman, you are a terrible detective, Ms. Stacy, storming over here wild-eyed and half-cocked. Not one moment to examine the clues. To think about the possibilities."

The gauntlet slowly opened, releasing an army of spiders over the girl's head. "The pym particle was the first thing I stole. Certainly, you've heard of it. The astonishing breakthrough that makes Ant-Men and Wasps...and spider-sized women."

Gwen gritted her teeth, feeling weaker by the second. What is she doing to her?! Her head heated up, feeling the small spiders spread all over her body.

"The collector in me wanted to save it for a rainy day," Cindy grinned, observing as the spiders were taking effect on the girl, seeing many entering through her wounded chest. "But it was totally worth it to put you in your place. I mean, we really didn't have to do it theatrically...but since I made you a superhero, I thought it would be fun to play supervillain."

Cindy stood back up, backing away from the spider droids. "You really should have been more appreciative of all I've given you, Gwen. Because just like I giveth, I can taketh away," she chuckled in amusement as Gwen shakily reached for her to no avail.

"It's the stroke of midnight, Gwenderella..." she chuckled as Gwen's vision dazed.

So much in life we take at face value. But many of us know what's really going on? Who understands what they really have until it's too late?

She dropped unconscious.

🕸🕷🕸

Gwen groaned, feeling her body sore before she opened her eyes. It hurts. It felt heavy for some reason.

"Come on, pick up, Jesse..."

Gwen stopped, looking up and stiffening to realize her situation. She gritted her teeth, as she tried moving her wrists from behind. What was going on? Where was she? Why is she tied up?

Gwen blinked, looking around. And where is she?

"Still can't reach Agent 77, Ms. Moon?"

Gwen snapped her head to the side, eyes widening to see Dr. Otto Octavious standing beside Cindy. Cindy seemed to change out of her biker clothes to a different armor.

"I'll have to pay Jesse a visit at home," Cindy glanced at him. "I hate the suburbs. All right, Otto...Time to play with some of my new toys," she grinned, looking at the warehouse in glee.

That was when Gwen noticed the number of weapons she recognized. her eyes widened, seeing Loki's scepter tucked underneath the many piles.

Cindy grinned as she and Otto left the warehouse, leaving Gwen on her own. She sighed, leaning her head back. Her eyes dimmed.

She was tired. Everything hurts...literally.

Gwen looked around the room, her eyes stopping at a computer. She frowned, letting out a breath. Clenching her fists, she pulled on the ropes, surprised that her strength was too weak. Gritting her teeth in frustration, she stood up and picked up the chair in the progress.

With a grunt, she dropped on her back and broke the chair in the process. She screamed, slapping a hand to her chest. "Shit!" she cursed, feeling her wound dried but still fresh.

Gwen panted, shakily getting up. Something definitely feels wrong. she's more tired than usual. She arched her wrists to web the rolling chair to her but to her horror...her webs are gone.

Gwen gasped, looking down at her wrists. She shook her head in disbelief to see no more holes in her wrists. Her webs...are gone! She shakily stood up, stumbling over to the shelves, and yelped as Hawkeye's bow dropped on her head with a thump.

Gwen winced, rubbing her head in pain. Her senses are gone too! She cursed, walking over to the scepter and flopping on the chair, facing the old computer.

She's not sure what she's doing here. It's a dumb long shot. But even if evil Cindy got the drop on her one more time, she's going to throw up. She has to find some edge. And this is all she can think of.

Who is Jesse? Cindy mentioned him earlier.

Gwen turned on the screen, getting to work. Fingers crossed the S.I.L.K. files stolen aren't completely useless. She glanced over to the objects in the warehouse before hacking through the computer. Most of this stuff is still encrypted and garbled...but there has to be something.

She sighed, finding her way through the screen looking at the files, and glancing behind her to see if Cindy had come back. She's not sure what that crazy hag did to her but she's going to find out.

"Here we go," she muttered, finding Jesse's file. "Jesse Drew. Male. Parents were badass astronaut super spies hand-picked by S.H.I.E.L.D. to spend ten years living on a secret moon base. Because of course they were." She skimmed through the images.

"Mom and Dad fell in lust and accidentally made a baby. So...little Jesse spends the first eight years of his life in a crazy bond villain moon base, learning how to shoot laser canons and crawl through air ducts. Dad turns out to be a double agent working for the Russians. Mom has to take him out. Jesse's mind is thoroughly warped by the experience and he joins S.H.I.E.L.D. straight out of High School."

She skimmed, more and finally saw what Cindy was talking about. " A few years later they send him back up to renovate home sweet moon base where he and his team..." her eyes widened at the report. "Get attacked by venom-spitting space spiders. Wow," she leaned back on her chair and looked more.

"Astronaut Jesse manages to escape back to Earth where he learns the horror movie spider spit is turning his blood into a poisonous black goo. Enter evil Cindy Moon," she gritted her teeth. "And grants him strange and mysterious spider-powers. Welcome to the club," she muttered as she kept reading.

"She still gives him two doses a day...all for the low, low price of lifelong servitude. Great. So all I have to do to get my powers back is let some spider alien get all up on my face meat and–wait," she stopped, looking at the file closely.

"Wait, wait," she paled. "What does this...oh. Snap. That's cold-blooded. She already cured him but kept giving him doses? That's not all...the doses aren't medicine. They're radioactive isotopes on my spider."

Gwen looked around the room, frowning before looking down at her hands and clenching them. She doesn't have her powers anymore. She...could start over.

A heavy weight on her chest started lifting slowly but the flashes of Peter's corpse popped into her mind. Gwen stopped, noticing her hands were trembling. Her lips quivered in rage.

She's watching you...She's always watching you...

Gwen recalled the many times she saw Peter talking to Cindy, making her eyes widen in utter horror. She gulped, looking back at the computer. She hesitated, reaching over and finding documents related to Dr. Connors.

To her horror, there were many files about him and his students, their schedules, their address, their medical records, their birthdays, everything. Except one stood up from the rest. Gwen noticeably paled and her figure trembled in grief.

Report. 2 days. Gwen Stacy is nowhere to be seen. Peter Benjamin Parker's "project" is progressing greatly. Lizard's DNA is compatible to grow and change a host's form.

Report. 5 days. Progress completed. Test Drive set on school's dance.

Report. 6 days. Dr. Connors' plan is compromised. Erase Peter Benjamin Parker.

Gwen's eyes widened in horror as her arms grew limp. No way...She looked further at the file as everything started to click in place. No way...Cindy turned Peter into a lizard...to get to her. To test her strength?!

Gwen fell right into her plan. She gritted her teeth, clenching her fists tightly. Letting out an ear-splitting scream she punched through the thick screen, breaking through.

She screamed, cursing at the pain in her hand. Without her spider powers...she's weak!

Her steel blue eyes hardened, and she looked around the room containing many weapons. She cursed, knowing that she was powerless without her powers.

Standing up, she didn't feel pain over her body as she walked over to the pile of trash. The seething rage radiated off the girl but she didn't care.

She's going to kill her.

She'll swear on it.

Going through the piles, she shuffled through and picked out random objects. It's nothing but it will make do. She'll keep fighting. Gwen stiffened and hid in the shadows as soon as the warehouse doors slammed open. Heavy footsteps entered and Gwen's eyes murderously looked at Cindy from the pile.

"Jesse Drew is dead!" Cindy shouted at the phone, making Gwen's eyes widen and look down at the web shooters. "No...Not really."

Gwen's eye twitched.

"Not yet," Cindy growled. "Send a chopper. I'm done here. I'm telling you, Agent 77 is gone! Missing! Awol! Dead to us."

Gwen didn't flinch as she heard the girl throw something across the room.

"Cancel his cards. Revoke all access. Scrub him from the system. I'm not sure what's going on here but Agent Drew clearly didn't appreciate...everything I've given him!"

"Hulkbuster mode. Tony Stark." Gwen heard Cindy's gauntlet speak before a holographic hand of Tony Stark's Hulkbuster hand formed over her gauntlet before she aimed at the wall, exploding the shelf across the room.

Gwen cursed internally but stayed silent, thinking of a plan.

"That was nothing," Cindy raised her phone to her ear. "Don't worry about it. We are moving on immediately. This nonsense has wasted enough of my valuable time. Clear the rest of my schedule. I'm taking a personal day."

With that, Cindy hung up, sighing as she stretched before glaring in front of her. "Don't think for one second you've escaped me Jesse Drew. I will find you. Oh, yes. And I will destroy your entire world. You small-minded, short-sighted, selfish..."

"Human torch mode. Jim Hammond. Android." Her gauntlet spoke again before the gauntlet torched the next shelf on fire.

"Prick!" Cindy Moon shouted, heaving. Her plans are falling apart so quickly. What the hell is going on?!

"I see why you'd keep this place secret," Gwen spoke up and stepped out of the pile as Cindy didn't look behind her. "Nothing like a little home-away-from-home lady cave. Great place to let off steam without any minions seeing you sweat," Gwen stoically stood behind her.

"There's also the whole...poor powerless Cindy-65. Nobody cared enough to lock her in a bunker so she went off and built her own," Gwen mockingly cooed. "But that version's a bit sad, isn't it?" Gwen chuckled.

"So your spider-boy sold you out"

Cindy turned to her, blinking at Gwen's form. Gwen smirked, "Come at me, Moon pie."

Source: Spider-Women Omega #1 (June 1, 2016)–ignore the mask

"Urban assault Spider-Gwen is about to battle damage your sorry ass...like it's 1993," Gwen cocked the numerous weapons wrapped around her. It looked ridiculous, knowing she couldn't beat Cindy in a fight without her powers but she refused to give up.

"I won't even dignify with a–"

"Dignify this!" Gwen cut her off, grabbing an electrical machine gun and firing at her continuously. The ringing in her ears hurt as she felt the gun repeatedly hit her chest but she ignored the pain.

Gwen panted, seeing the smoke filling the warehouse. "How you like me now, bitch?" she shouted.

The smoke slowly settled, revealing Cindy unscathed and with a holographic shield in front of her, covering her entire form.

"Energy Shield mode–Captain America," the gauntlet informed, making Gwen curse.

"Unfortunately," Cindy spoke, her eyes void as she activated Rhino mode–Alexsei Systevich. "Now I have to beat you–"

Gwen fired again, knocking the girl back. Gwen walked towards her, and keep firing. Flashes of Peter's pain entered her mind. Peter's screams echoed in her ears.

He didn't deserve this.

He was used so Cindy could get to her and take her powers away. She'll never forgive her for that. Cindy tried to use her gauntlet but Gwen kept firing anyway, using another machine gun to fire directly at her face but the woman dodged.

Gwen gritted her teeth, took out an electric sword, and sliced Cindy's chest. The woman's eyes widened and screeched in pain, falling to the ground. Gwen heavily glared at her, pointing the sword at her face.

"You better hope that claw thing has some kind of mode that can handle this shit," Gwen seethed.

Cindy sighed, raising her arms in surrender at the ground. "United you stand...Nothing in here stands against Spider bullets. Except maybe this," she smirked, glancing at her gauntlet as electricity fried every single electronic in the warehouse, including her gauntlet.

"Crap," Gwen dropped her guns and sword, now bare of any weapons. No point in using them if they're fried.

Cindy stood up, smirking at the powerless girl. She chuckled, amused as she saw Gwen effortlessly raising her fists in defense. "And so it's down to us. The radioactive Spider-Gwen. Facing off against the very woman who made her. Imagine the epic final battle that might have been. My brains versus your brawn. Could've sold tickets."

Cindy shrugged, "But look at us now. Me with no toys. You with no powers. C'est la vie." She separated her feet and raised her fists. "I'm game for some plain old fisticuffs if you are."

Gwen narrowed her eyes at her, raising her fists to her stance. "Lady...I've been wanting all damned day to smack you aro–"

Gwen grunts, flinching back when at top speed, Cindy swings her elbow high and knocks her chin up. "Gweny, Gweny, Gweny," Cindy mused. "No. I never said anything about a fair fight. I've been trained by the best in the world."

Gwen grunted in pain, trying to get used to being normal for the moment as blood spilled from her lips.

"You're a child who got to be super strong and quick for a minute there. Thanks to me," Cindy cockily crossed her arms, observing as Gwen's eyes teared up from the pain.

"Still," Gwen panted, glaring up at her. "Stil quick enough for this!" She bolted towards her, slower than usual, and threw a punch at her jaw. Cindy flinched back at the pain but only smirked at the girl as a bruise started to appear on her cheek.

"Aww..." Cindy cooed. "You poor thing. Don't even know how to throw a real punch." She let out a scream, throwing a punch at the girl, successfully making her fall back. Gwen grunted, taking steps back, and coughed as Cindy kneed her abdomen. Cindy was relentless, punching her and kicking her repeatedly while Gwen tried to keep up.

Cindy finally elbowed the girl's head, knocking her down. Gwen coughed, spilling blood on the ground. She was useless. She's useless without her powers. She...can't fight back!

Uncle Ben blinked before laughing, patting her shoulder roughly as she yelped at her strength. "You got spirit, kid. What did you say your name was?"

Gwen blinked, grinning behind her mask as she posed. "Call me Paraponera, that's my wrestling alias."

Ben laughed, "I can see that. Welp, take care."

Gwen stopped, grabbing his arm. "Wait. How come you let the man go? You clearly had the advantage to do it."

Uncle Ben stopped, turning to the girl. He won't admit that he has seen her fight in the ring a few times here. He frowned, seeing how small she was. "Tell me, child. How old are you? You seem about my nephew's age."

"Um..." Gwen cleared her throat, making her voice slightly deeper, and crossed her arms to make herself intimidating...and failing.

"I'm age-appropriate, old man."

Ben chuckled, finding the girl amusing, and sat on the bench, patting the seat next to him. Gwen blinked, complying as she sat next to him. He pulled out his wallet, showing a family picture of him, Aunt May, and Peter. Gwen's eyes softened to see Peter grinning at the camera. He seemed to be about 4 at that time.

"I wish I can live in a world filled with peace. My nephew always has a hard time making friends when he is a little different. He often comes home with new bruises and scratches which worries me. I know that everyone is evil in their own way even through their nice shiny masks. I only hope to at least fight and make a better place for my family. They deserve the world. Even if I have to raise my fists and jump in front of a bullet, it would give me great honor to know my family is safe. If I'm beaten down, I would still rise to fight again."

If she's beaten down...she will still rise to fight again.

Gwen grunts quietly, shakily standing to her feet and glaring at the woman. But as soon as she stood up, Cindy threw an uppercut, causing her to fall back on the ground.

Gwen chuckled, looking up at the glaring woman. Cindy picked the girl up from her collar, raising a fist. "What about this could you possibly find funny?"

"Just...dude..." Gwen chuckled, shaking her head in disbelief. "Why would I go for Paraponera as a wrestling alias...it's a stupid name..but it feels good..."

Gwen felt her body heating up, her strength enhancing as her eyes could see clearer than before. Her senses flared so many times it made her dizzy with pleasure. Gwen clenched her fist and punched Cindy's chest, making the woman choke and fly through the warehouse wall and outside.

"When the powers kick back in," Gwen glares as she bolts outside, finding the woman dragging herself away from her in fear but Gwen was having none of that.

Payback is a delicious bitch.

Gwen crouched grabbed the woman's feet swung her over her shoulder and smacked her down at the concrete, causing the ground to crack. The woman screamed in pain.

Gwen wasn't done, getting on top of the woman and continuously punching her face relentlessly. Blood spilled on the floor beside them and Gwen was glad it wasn't hers.

"You brought Peter into this," Gwen growled, punching the woman harder. "Only to get to me, you fucking coward. If you wanted me, you could have just asked!"

Gwen grabbed the woman's unconscious form by the neck and pulled her off the ground. Gwen furiously gripped her throat tightly. Cindy Moon will pay with her life.

Gwen didn't care.

Cindy took the love of her life. It's only fair she takes hers too.

Gwen's life flashed before her eyes, making her tear up again. She screamed, tightening her hand more to hear the crack but stiffened as a hand grabbed her shoulder.

Gwen stopped. Her hand trembled, still holding Cindy's unconscious form in the air. She frowned, turning her head around, frowning further to see a man in a red bodysuit and two small horns on his head. He was also holding a staff while two large D's were on his chest.

Who is this guy?

"Back off," Gwen growled. "I don't have time for you, get out."

"It's not wise, Ghost-Spider," the man spoke peacefully, as his eyes were concealed by the red mask. "She will lose her life at this rate if you continue."

"Good!" Gwen spat, glaring at the woman. "She took everything from me! She deserves what's coming to her!"

The man hummed, unaffected by the woman's brutal state. instead, he placed a hand on his chest. "My name is Daredevil. I wish to help."

Gwen ignored him, her hand still holding the woman. She frowned as her hand didn't tighten her throat. Why? Why can't she do it?

"You're a hero, are you not?" Daredevil asked behind her. "Let her go."

Gwen's lips quivered, feeling the ache in her chest as flashes of Peter's light in his eyes gave out in her arms. Her hand trembled, still not tightening her hold.

"Why?" Gwen's voice cracked as tears fell from her eyes. "She took him from me. He was my everything. And she took him–she took my path!"

Gwen continued to cry as Daredevil gently placed a hand on her arm, lowering it down. Gwen whimpered, letting go of Cindy's unconscious form, causing the woman to fall to the ground. Daredevil nodded, looking down at the mourning girl who fell to her knees.

"Death is an easy way out, let her suffer behind bars for her crimes. She will not get away from this," he stated, walking over to Cindy's form and picking her up bridal style. He looked back at her, "You have to keep living, Ghost-Spider...there is so much you have yet to learn." With that, he walked away and left the girl behind while taking Cindy away.

Gwen looked down at the pool of blood on the ground. Even though she could hardly see from the lampposts, she was still able to see her crucial state.

Reaching for her pockets, she shifted through them in hopes of keeping herself stable. Anything to keep her awake but stilled, crying more in realization.

The pearl was gone...along with Peter's memories.

(っ◔◡◔)っ ♥ Next Episode: Feast ♥

A/N: AAAHHH! The end of the arc! Seven chapters! Wooh! That was long. Season 3 is almost coming to an end! We're about to go to the 16th episode of the 3rd season.

Does everything start to click in place? 😏 I hope so...I had to go back and find some chapters jaja. Speaking off, I am really sorry for my horrible spelling throughout the book . It is completely unintentional and I bet it can be a pet peeve to everyone to see my mistakes.

I promise once I finish the book, I will go back to edit (Even though some of the comments will disappear out of the blue 😭 I hate it when that happens).

In the meantime, feel free to ask me anything here in the comments. If you guys like, I can make a Questionnaire 3 after Feast.

Thank you guys for reading this weird and off-spelling story. Love you!

-Wuv out ♡

Published: August 23, 2023

Word Count: 7322