Project Solstice: Scarlet and Gray

X-Men - All Media Types Spider-Man - All Media Types Iron Man (Movies)
Gen
Multi
G
Project Solstice: Scarlet and Gray
author
Summary
It's months after Venom, after the showdown at Oscorp. After Peter Parker's best friend, Harry Osborn had to have his spider powers removed due to the danger they represented. But time marches on, and with the advent of summer, that means a whole new chapter in the saga of Spider-Man and Spider-Woman. And as Peter and Gwen are about to discover, summer will be no break.
Note
I always felt that the first twelve chapters of the initial Project Solstice (i/e: the part up until the Venom fight at Oscorp) worked extremely well as a singular cohesive story. Everything after that was my desperate attempt to include my own take on as many Marvel characters as I could seemingly dredge up from their long and storied run, and before long, I wound up with a tale glutted with side and extra characters and a storyline that was coherent while not terribly cohesive. So, I shaved off everything after Venom, stuck it in its own universe, and now here is the new sequel/soft reboot of Project Solstice. My own personal writing endeavors will still take priority, but you'll likely see this or my Thrud story get an update once every...few weeks to a month or so.Anyway, here's Scarlet and Gray.
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Cry Havoc

"We have reached our cruising altitude," Hank said with a smarmy smile. "You are now free to move about the cabin."

"Are you gonna say that every time we take off after a mission?" Alex asked. He gave a roll of his eyes and shot the new girl a smile that made Kitty immediately regret the seating arrangement aboard the chopper. Watching Alex turn his most winning grin toward their new passenger, she unfastened her seatbelt (phasing through it would have been more effective but made it quite a chore to put back on in a pinch), but not in enough time. "Hi. I'm Alex. Call me Havok."

"No one actually calls him him that," Kitty said, approaching. "Alex, we just rescued her from the dark and sinister clone lab, and you're hitting on her?"

"I was introducing myself," Alex said defensively.

"If you're talking to a girl, you're hitting on her," Bobby called from the seat next to Hank, and Kitty quirked an eyebrow at Alex. Outnumbered, he simply rolled his eyes but said nothing more. Kitty smiled down at…well, she had called herself Peter, but they hadn't gotten much else out of her. And Peter wasn't even a female nickname, as far as Kitty knew.

"Hey. Let's get you some proper clothes, okay?"

They had wrapped her in a lab coat and made sure to button it up to preserve her modesty, but it was about an hour flight, and the last thing Kitty wanted to do to this poor girl was force her to sit next to Alex Summers for an hour in cramped conditions with only an ill-fitting lab coat to cover up with. The girl (Kitty simply couldn't assign the name Peter to her) undid her seatbelt with some trouble and stood to follow Kitty without a word.

There was a small partition set into the back of the chopper, the last couple of rows of seats having been gutted to make room for a closet-sized bathroom. The two girls could fit, but just barely. Once inside, Kitty sat the girl down on the toilet seat while she rummaged around in a locker right next to it. There were spare uniforms for all of them, and the fact that the team was mostly female worked in their favor, as Kitty was able to find one that would fit the girl at least well enough.

"The suits are designed to be worn with nothing underneath," Kitty said, passing it to the girl. "They lift and support and everything. Don't worry, we wash them very thoroughly after every mission."

That got a small laugh from the girl, accompanied by a slight smile that Kitty found…actually rather cute. Obligingly, she turned her back, hearing the soft rustle of fabric as the girl doffed her lab coat. Kitty had just long enough to muse that she was offering this girl privacy but had already seen every inch of her, but that was the sort of thing you didn't say out loud in this sort of situation.

"Guess you didn't need to really turn around, though," the girl said, and Kitty smiled to herself as she heard the whir of the zipper, turning to meet those bright blue eyes once she was sure all the naughty bits were covered. The girl wriggled a bit before reaching back and tugging her hair out of the collar, letting straight, dark brown locks spill down her back. "Jeez. I have too much hair. This is ridiculous."

"I think it looks gorgeous," Kitty said. She almost asked how long it had taken to grow, but she caught herself, realizing how silly the question was. Casting around for a different topic, she came up short. What was there to talk about with a girl that had been born half an hour ago? She seemed to have some memories in there, though. In any case, the girl who called herself Peter didn't look eager to rejoin the others, resuming her seat on the toilet and giving the occasional squirm.

"Does it fit okay?" Kitty asked. Figuring they'd be here at least until someone needed the head, she leaned against the hand sink and smiled at the girl.

"No, yeah, it fits fine," she said hurriedly. "Um…where are we?"

"Well, right now, we're on the way back to the X-Manor," Kitty said. "We found you in a hidden cloning facility outside of…Pemberton? Pembrook, New Jersey. Definitely Pembrook."

"A clone would make sense," she said after a pause, looking down at herself for a prolonged moment. "Not sure why I turned out like…this."

A suspicion was beginning to form in Kitty's mind….

"You said your name is Peter," she said. "So…."

"My name is Peter Parker," she said, the words seeming to tumble out of her mouth. "I live in in Forest Hills, Queens. I go to Midtown High, and I'm starting my sophomore year in September. And up until like an hour ago, I definitely remember being male. So if you found me in a cloning lab, I think…. Fuck, it's too trippy to even say it."

"You were cloned, or - like, the…original you was cloned, but that clone turned out female?" Kitty suggested. "But how did it - I mean, you, get all your original memories? You have all of them? Or is it like fuzzy?"

"It's so clear, I'd…if I just woke up like this, I'd think I'd been mind-swapped or something with some girl," she said, turning her gaze up to meet Kitty's eyes with her own. They were just too blue! Kitty felt her face heating up a bit at the prolonged eye contact and had to look away.

"That's gotta be…weird, though," Kitty said. "As far as your memories are concerned, you're a…boy in a girl's body."

"It's like that one episode of every cartoon ever, but they leave out all the implications it has as far as, uh…the intricacies are concerned," the girl said.

"You mean your penis is now a vagina?" Kitty said, prompting a shocked laugh.

"Well…why beat around the bush?" she asked with a shrug and a smile Kitty could only call impish.

"Oh, Bobby's gonna love you."

…...

"The Xavier family is one of the oldest families in the state of New York, and in fact their genealogy can be traced back to the early days of the United States, when Carlos Xabier left his life as a Spanish conquistador behind to settle in the New World with the love of his life, an Irish immigrant named Frances.

"The Xavier family has always known its share of eccentric heads, and each one has seen fit to put the palatial Xavier Manor to his own unique use. The robust Colonial-style building has served as a library, a scientific research center, and even a Prohibition-Era brewery. But its most important mission is one its only embarked on in the past decade."

"Now this is the bit where I'm a little stuck," Henry said, spinning away from his computer screen to face Kitty. "Because there's a lot to work in."

"Well, first of all, Hank, can I just say that you have the smoothest narrator voice I think I've ever heard?" Kitty told him with a wink. "You should do ASMR videos on YouTube."

"...What?"

"It's demented whisper porn," Bobby said from next to her. "Y'know, Hank, why not cut into like a shot of Xavier sitting in front of a bookshelf or something and like have him explain the next bit himself? Like, 'I saw the suffering and persecution mutants were facing blah-blah, so I built a school campus on this ridiculously huge forest my family owns.'?"

"That's…not a bad idea, actually," Henry said thoughtfully, a hand coming up to stroke his baby-smooth chin. "Maybe we could go up in the chopper and take some aerial shots of the classrooms and the new dormitories."

"You're really taking this seriously," Kitty pointed out, impressed. "I mean, this is just going up on the site, isn't it?"

"Right on the main page," Henry nodded. "With luck, we can put together a comprehensive presentation that will actually explain to people what the Xavier School and the X-Men stand for. I'm sure the curious have read stories or seen old news reports or even those ridiculous conspiracy videos on YouTube."

"What, like we're some kind of mutant factory using government secrets to create mutants?" Bobby asked.

"I saw that one," Kitty told him. "It had me convinced for a bit."

"The fact is, there's very little information out there pertaining to mutants that isn't muddled up in politics or personal agendas or doesn't come in the form of a scientific dissertation," Henry went on. "This video is intended to explain who we are and not just what we are."

"That's sort of beautiful, Henry," Kitty said with a smile at him.

"Well, if the Cerebro computer's projections are right or even close to right, we're going to see a lot more mutants emerging in the next several years," Hank said. "There's a big change coming, and if we can present ourselves not only as a place for mutants to learn but also as the face of mutant interests, we can spin this into something really good."

They tweaked a few technical details on the video (Henry was good with lab equipment but terrible with video-editing software, hence Kitty's presence), and Henry set off minutes later to track down Piotr Rasputin and see if he was free for an afternoon helicopter ride. Piotr had come to them all the way from Russia, where he and his little sister had done helicopter tours for visitors to their little part of the nation. This left Kity and Bobby to fill their lazy summer afternoon with whatever distractions the X-Manor could provide.

Nearly thirty years ago, Charles Xavier had been little more than another mutant, someone born with powers far above and beyond those of a normal human. Back then, mutants had been a rarity among rarities, winners of a genetic lottery with the prize being abilities ranging from the extremely handy to the downright dangerous. Looking for someone to connect to, to share this strange experience, he had searched the world over for other mutants and invited them back to his home to live in safety and peace away from a world that didn't understand or accept them.

Nowadays, the Xavier School for Mutants was well over a hundred strong in its attendance, and with the addition of dormitories and an education outbuilding, it was starting to resemble a real private education facility. Mutants were growing so increasingly common that there were now estimates putting the human-mutant ratio at four-to-one.

This was, according to Charles Xavier, an important time for their kind.

"You hear anything more about the new girl?" Bobby asked as they walked the grounds of the school. Students milled around them, the year-rounders that didn't have families to go back home to over the summer or had powers that were simply too dangerous to spend any amount of time away from a facility equipped to help keep them from hurting anyone.

"Hank ran a bunch of tests on her, and I think he even got Jean to poke around in her head," Kitty said. "She's legit. Her genetic structure is perfectly human, and she only has a few traces of the clone juice we found her in. Even that's starting to leave her system, though."

"And her brain?" Bobby asked. "I heard she has, uh…guy memories."

"Jean says the memories are real," Kitty said. "No traces of implantation or tampering, and she's really good at spotting that after hanging out with Logan. It's like they were already there when her brain was formed, like they…occurred naturally."

"How is that even possible?" Bobby asked. "I mean, that's the kind of stuff that happens on TV to add an extra layer of angst to cloning stories. Whatever Dr. Moon was trying to claim, you can't just copy-paste memories into a brain."

"Jean said the memories were…stringy," Kitty said. "Like they were connected to…something. But she only felt it for a moment."

"That's ominous," Bobby observed. "So where is our girl? What's her name?"

"She said her name was - "

"Riley," a voice spoke behind them, and Kitty turned to see that the new girl had found herself some more casual clothes. The basic athletic attire of black sweats printed with the words Xavier School in blocky font up one leg and a yellow tank top gave the impression that she was just another X-Kid out for a jog, though her hair was still loose around her shoulders. A hair tie was wrapped around her wrist, and judging from the frazzled state of her hair, it seemed there had been a few failed attempts at a ponytail.

"Do you need help with - "

"Yes," Peter-now-Riley said immediately. Stifling a giggle, Kitty obligingly took the hair tie and gripped a handful of hair (so thick and full!), pulling it into a ponytail for her. "But I'm…Riley now. I wanna kinda keep the clone thing under wraps because…I'm already freaking out about it. I don't want anyone else not knowing how to deal with it."

"How are you dealing with it?" Kitty asked. "It's a lot to process."

"I'm just crushing it all down under a veneer of disaffected apathy while I get my bearings," Riley said. "I've got a tentative emotional breakdown scheduled for tonight or tomorrow, though."

"That's a perfectly healthy and rational outlook," Bobby said with a sage nod. "Want some ice cream?"

"Do I ever."

…...

The Xavier school boasted some of the most luxurious dormitories Kitty had ever seen, the kind seen in a private school on a television show or movie. When she had first arrived at the school, she had honestly thought that the place had once belonged to the Kennedy family or something, but JFK only wished he'd been an Xavier.

Riley seemed to be of the same mind, based on the way she looked around in utter awe as Kitty walked her through the dormitories. A tour had of course been conducted, showing the new arrival the grounds, the various educational buildings, and even Hank's lab. It hadn't escaped Kitty, the way Riley's eyes had lit up when shown all of the scientific instruments and machines the Beast employed in his pursuits, and she made a note to talk shop with the girl later, once she was settled in.

For now, Riley needed some sort of stability - a place to rest her head - and Kitty was happy to provide.

"You don't have any problems bunking with me, knowing I was…well, I remember being a guy?" she asked, sitting cross-legged on her newly-claimed bed and peering curiously across the room at Kitty. It was well past curfew, though lights-out had been extended to midnight for the summer. It had been decided that Riley would stay with the X-Men for the foreseeable future, until her affairs could be put in order.

Given that she didn't even have affairs, it would be some time before Hank could actually convince the world that she existed.

"Well, it makes the most sense," Kitty said. "Bobby and I are the only ones that know about the whole clone thing; everyone else just thinks you were being held prisoner down there. I don't mind you crashing here. You seem pretty cool, and honestly…you're kind of fascinating."

"I'm…fascinating?" Riley asked.

"Well, I know this is sort of a traumatic time for you," Kitty began in an apologetic tone, "but it's still…well, this is unprecedented, you know? Obviously, I wanna help you through this girl-clone thing, but I also just need to understand how it happened. How did you somehow end up with a full copy of your original self's memories? It obviously wasn't Dr. Moon's plan, so it just…happened that way. Plus,there's the whole jumping fifteen feet in the air and sticking to a ceiling when we found you."

"Oh…yeah, I did that, didn't I?" Riley asked with a sheepish smile, and Kitty just couldn't get over how cute she was! This was going to be a problem!

"I guess it makes sense to try to clone Spider-Man and mold his brain into being your own personal minion, but was the gender swap an accident or on purpose?" Kitty asked, figuring they were past pretending it hadn't happened.

"Either way, I'm gonna try not to ever think about that, ever again," Riley said, glancing pointedly over Kitty's shoulder. Kitty turned, smiling when she saw one of the many Spider-Man posters she had adorned her walls with. "A fan?"

"I've been trying not to geek out on you too hard because this is obviously not your best day," Kitty admitted, though hearing even an indirect confirmation that she was dealing with Spider-Man in the (cloned, gender-swapped) flesh was exciting. "And…listen, Bobby and I joke, but if you need to unload or process all of this, let me know, okay?"

Riley sighed, turning to stare out at the warm summer evening. For a long moment, it was silent but for the sounds of bugs chirring away into the night, the occasional bird call disturbing their noise. She could hear the distant hum of activity in the manor along with some thumping music, likely another slumber party in Petra's room.

Kitty never merited an invite.

"It hasn't hit yet," her new bunkmate said at last. "I guess…. I still think I'm gonna wake up and this'll all be a weird dream, or…Iron Man's gonna swoop in and scoop me up and take me back to my life. But I - "

She went suddenly still and silent, her expression freezing in that "keep-it-together" look Kitty had seen so many times. When a new student came in with a troubled past or a volatile new power - when their whole lives had crumbled out from under them - they often had the look of someone who had been forced to very quickly adapt to new circumstances, usually faster than they had been able to keep up. Finally left alone with some time to really process the gauntlet that they had just run, they tended to lock up as their brain was, for lack of a better term, overclocked.

Riley's emotional load was a bit more intense than most (though sadly not by much), and it seemed the full brunt of it was starting to settle onto her, now that the still, silent night had nothing left to distract her with. Kitty watched her face morph from shock to hopelessness and finally to grim resignation.

"It's just a little…surreal, I guess," she said, trying for affected casualness, but there was a tremor in her voice that made Kitty ache to hear. "I'm not…me. The real me is back in New York, living his life. And I'm just…here."

"Well, here is pretty nice, too," Kitty said with a little shrug, not sure how else to help her than to at least make her see that her current lot wasn't bad. "You're welcome to stay, and I'm sure Hank would let you become a Junior X-Man."

Riley was silent for a long moment, and Kitty had a feeling she was done pondering her unusual situation for now. Kitty cast around for a change of subject, settling on the opposite end of the bed.

"Where did you get the name Riley?" she asked, and Riley looked up, smiling sadly.

"It's…my aunt's maiden name," she said. "My aunt and uncle raised me. Growing up, they were…basically my parents."

"Well, that's a nice way to pick like a…significant name," Kitty said, deciding not to question what had happened to Peter Parker's actual parents. That seemed to be another tragedy in and of itself. "You got a last name?"

"Benson," Riley told her. "Riley May Benson. Ben is…my uncle's name."

Abruptly, Kitty realized just how much more lonesome Riley must have been compared to the average new recruit. She hadn't just left a family behind, she had been removed entirely from her life, her friendships, even her original body and gender. And there was no going back, because as far as the world was concerned, Peter had never left. There was just also Riley now, an extra, a copy with no niche to fill. Add to that some serious gender dysphoria, and Kitty just wanted to hug the poor thing.

So she did.

"Um," Riley said with a bashful little laugh as Kitty wrapped her in a hug. "Sorry, I'm over here being depressing - "

"You're apologizing for your tragic backstory?" Kitty asked, snickering. "Don't worry, we're used to depressing around here. Or embarrassing power discovery stories. We have a lot of those."

"Do you have an embarrassing power discovery story?"

"In fact I do," Kitty said, wincing at the memory. "Dodgeball. Gretchen Gruenhagen and her fucking huge German-engineered muscles start hucking balls at me, and like…she leaves imprints behind when she hits you, so your arm is like stamped with the Rhino brand, you know? I'm the only one left not out, and they start coordinating, throwing a ball so I have to dodge out of the way and then like throwing a ball where I dodge. But it never hits me. It goes through me. Gretchen winds up, and I think I have this thing figured out…and I phase through my gym shorts."

"Oh no!" Riley gasped, laughing and smiling a wide, toothy grin of such pure mirth that Kitty found her own humiliation at the memory ebbing in light of the fact that she had coaxed some genuine happiness out of the girl.

"Yeah, lucky my school had separate classes for boys and girls, so it was just a bunch of girls that saw my Hello Kitty panties," Kitty said. "But yeah, you can bet everyone greeted me for months afterward with 'Hello, Kitty!' and like this shit-eating grin."

"I've never understood that phrase, though," Riley said. "If I was eating shit, I would not be grinning."

"I…you know, you're right," Kitty said with a tilt of her head. "I've been using that phrase for years and never really thought about the implications."

"Right?" Riley grinned. She looked up at Kitty with those baby-blue eyes. "Harry always used to - "

Abruptly, she stopped, and Kitty felt the good cheer in the room dissolve as Riley's face fell. Kitty could see Riley trying to take a few deep breaths, but as she turned her gaze downward, those blue eyes were swimming with tears, and a few drops fell onto her sweats. She'd known this moment was coming, but that didn't make it any less heartbreaking to see as that veneer Riley had been talking about crumbled. Whoever Harry was, mentioning his name had brought all of the painful memories to the surface, the moments as Peter Parker that Riley wasn't ready to say goodbye to but now all of a sudden had to.

She was already right next to Riley, so she pulled her in for another hug.

"Harry's…my best friend," she said. "We've been pals since we were like seven years old. Us and…Gwen."

The way she said Gwen's name implied all Kitty needed to know. Girlfriend.

"I'm sorry," Kitty said after a prolonged moment of silence. She didn't know what else to say. There wasn't really anything to say in this sort of situation. "I'm…really sorry."

Riley quietly cried into Kitty's shoulder, and Kitty could only hope that wherever Peter Parker was, he was enjoying himself.

…...

"Sir, Peter Parker has fallen asleep," Jarvis's voice spoke, jolting Tony from where he'd been staring unseeingly at his phone 'd been reading another article about Peter's accident-it was mostly baseless speculation, but he liked to see if anyone was guessing a little too close to the truth once in a while. Standing and stretching a stiff back - how long had he been here? - he made his way across the small observation deck to peer down at Peter.

"How's he doing?" a gently accented voice asked quietly as someone strode in behind Tony.

Curt Connors was the movie definition of an older scientist type. He had rugged features dusted with a stubble of a beard that seemed to never seemed to leave him no matter how often he shaved, and his hair was close-cropped and a nondescript sandy brown color. While it wasn't obvious at a glance, he bore a robotic right arm that Tony himself had designed, putting to rest a few ill-advised notions Curt had had about regrowing limbs using lizard DNA.

Tony still gave him some grief for that once in a while.

"Finally got him to sleep," Tony said. "All it took was a few hours of lofi hip-hop from YouTube."

"I'll pretend I know what that means," Curt said. His English accent hadn't entirely faded, but it was much more subtle than when he had first met Norman Osborn years ago, so Norman said. He leaned against the small ledge of the observation window and peered through. Down below, the boy himself was strapped to the same table as before, though the lights were down and Tony had had Jarvis pipe in some soothing music while he attempted to sleep.

"Still dealing with some extremely sharp mood swings," Tony said. "One minute he's chatting with Jarvis, the next he's screaming, demanding to be let go. I think we're dealing with some kind of dissociative disorder."

"I thought that might be the case," Connors said with a sigh. "I've watched the footage. He seems to have no recognition of himself or his surroundings during his episodes. Is he displaying any indication that there's a multiple personality present?"

"We don't really get a lot out of him," Tony said. "Could just be some sort of manic episode."

"That's true," Connors agreed. "But there are a few troubling details. Have you talked to May yet?"

"Gwen and Mary Jane are going over to the Parker household tonight to break the news," Tony said grimly. "How do you even deal with that?"

"She's been through so much already," Connors shook his head. "This could break her."

"It'll be a lot easier for her to cope if we have a cure on the way," Tony pointed out. "Is the bloodwork back?"

"We've isolated the compound itself," Connors said, holding up a file. "But some of these ingredients, I've never seen before. We've no way of working on an antitoxin until we've identified them all."

"May I, Dr. Connors?" a voice spoke at the door, and they both looked over to see Norman joining them. Norman Osborn was proof that a man in his forties could still be in the prime of life. Regular visits to one of his private workout rooms had kept him in the peak of fitness, and with his short reddish hair swept back away from his powerful features, he was handsome in an old-fashioned, Greek sort of way. Add to that a stern but paternal nature, and Tony had found some competition in the Hot Boss category.

Not that a little healthy competition wasn't good sometimes.

Curt handed the file to Norman, who studied Peter as he opened it before glancing down. Tony watched his eyes skim quickly along the test results, widening after a moment.

"This compound," he said, pointing to a string of letters and numbers that Tony couldn't make heads or tails of. He was only conversationally able to keep up with the chemistry side of science, and long diagrams detailing twisting chemical cocktails weren't quite his forte. "This is…."

"Promachloraperazine," Curt said. "Back in the 90s, it was used to treat anxiety and schizophrenia, but it was discontinued in favor of prochlorperazine, due to side effects including - "

"Sharp mood swings, violent outbursts, and dramatically heightened aggression," Norman said, staring out the window again. "When paired with other medications, effects similar to bipolar disorder can occur, and schizophrenia symptoms can in fact worsen."

"That about checks all the boxes," Tony said. "You familiar with this particular mixture?"

"I was part of the medical study that ended up banning it," Norman said. "It was part of my senior thesis."

"That's an incredible coincidence," Tony observed. "Or a villain origin story."

"Jarvis," Norman said. "Search and compile everything you can about a man named Mendel Stromm. Anywhere and everywhere you can find it."

"At once, Mr. Osborn," Jarvis said. "Sir, Peter Parker is - "

"AAAAAAAGH!"

"Awake?" Tony asked, hurrying to the window with the other two close behind. Down below, Peter was thrashing against his binds. "Jarvis, lights."

As the lights slowly rose in the room, Tony could see the strain in Peter's body as every muscle tensed and pulled at the manacles holding him in place.

"NO! LET ME GO! LET ME - ngh, Tony!"

"Pete? That you?" Tony asked into the intercom.

"I'm trying, Tony, I'm…" he tensed, letting a strained groan. "Don't let him get me. Don't let him use me a-against you."

"Who?" Tony asked. "Who else is in there with you?"

"I-It's like…me, but if…I just didn't care," Peter said. "About…people, about lives. He's…after what I'm after, but the things he'll do to get it are…. You can't let him get out of here Tony, you can't let me…."

"Pete, those manacles could hold back Harry on his worst day," Tony said, and Peter was quiet for a moment, breathing heavily as though he'd run a dead sprint.

"It's not enough," he said with a shake of his head. "I've never told you this, but…I pull my punches."

He heaved against the manacles this time, and Tony watched his eyes flicker open and shut several times. When Peter spoke again, the groan of straining metal nearly drowned out his words.

"How's that for a fuckin' one-liner, am I right?"

Chung! Chung!

"Jarvis, containment procedures!" Tony said as they watch Peter yank free of the bed.

"Those were the containment procedures, sir," Jarvis said dryly, though with a hint of urgency in his synthetic voice. "I will make efforts to hold him back and evacuate the building."

"Suit up," Tony said to Norman before turning to Curt. "Call Carol."

And then the glass of the observation booth shattered as Peter came bursting in.

…...

Walking through Forest Hills on a peaceful summer evening was supposed to be a romantic experience, or at least that had been the plan for Gwen. There were of course more desirable locations for a moonlit walk, but Ingram Street held a lot of memories for her and for Peter, a literal stroll along memory lane.

Now all it served to do was remind Gwen of what she may have lost.

But Peter was alive, she reminded herself. He was stable, and they just needed to figure out what was going on with the toxin he'd been dosed with. Tony was optimistic that he'd be okay, but she couldn't shake the feeling that something, something was going to go wrong. For hours, it had been plaguing her, a dread like she'd forgotten something and it was not a good thing.

"Is Aunt May home?" Mary Jane asked as they approached the Parker household. Aunt May's car was conspicuously absent from the drive (the garage served as nothing more than a storage shed these days), and the house was dark. "Shit, what time is it?"

"Oh, damn it," Gwen sighed. "She might not even be home from F.E.A.S.T. yet."

"I forgot she was doing that now," MJ sighed. "What time is it? My phone's dead."

Gwen reached into her pocket, but she found only lint; she'd gotten ready to go in such a hurry after hearing about Peter's situation, she'd forgotten all of her essentials. Dad was out late, and the house was probably locked up, though she knew where the spare key was hidden. At the very least, they would need a functioning phone to get a hold of Aunt May or in case of any updates on Peter's situation.

"Let's just make a pit-stop at my place," Gwen said, veering off down the little footpath approaching her house, which was situated right next door to Peter's.

He often called her his "own personal girl next door", which was so stupid and cheesy and she missed him so much….

Shaking off her melancholy thoughts, Gwen made her way up the steps to her porch, grabbing the spare key from its hiding place under a ceramic turtle on the porch and using it to let them into her sparsely furnished house. Dad wasn't much of an interior decorator, and Gwen had simply never found the time or energy to try to do so herself. This resulted in a house that was laid out almost exactly the same as Peter's next door but almost comically barren compared to the Parker household, packed as it was with decades' worth of accumulated knick-knacks. Gwen wasn't sure which she preferred, honestly. The minimalist Stacy household was clean and easy to keep, but Peter's place felt cozy, lived-in. Perhaps they both had their charms.

As MJ shut the door behind her, Gwen stopped dead in the entryway.

Spider-sense, more of a crescendo to the low-humming buzz she'd had in her head all day, a spike of energy. She held out a hand to stop MJ from walking deeper into the house, feeling a well of panic. Someone had gotten into her house? But who? As far as she knew, their secret identities were still a secret. And if any of their friends had had a reason to visit, they would have announced themselves, left a light on.

So who -

"Gwen," a voice said, barely louder than a whisper and almost inaudible over the air-conditioner humming away. But Gwen knew it instantly, and she spun so fast she heard a barely-audible gasp from MJ as she fixed her gaze on -

"Peter?" she asked, her voice shaking as she spoke. She could barely believe it after the day she'd had, but there he was, sitting at her kitchen table, in Dad's chair. Her relief at the sight of him was almost a physical weight off her shoulders. "You…what are you doing here?"

"Are you okay?" MJ asked. "Did they fix you? You still look…kinda not a hundred percent."

On closer inspection, he did look…worn. He was wearing clean clothes - a set he had stashed at Gwen's place just in case - but his hair was a mess, and he was pale, even more so than usual. His eyes were wide, glinting white in the semidarkness. Gwen reached for the light switch, but Peter was on his feet and standing next to her before she could even track the movement, pressing her hand back down.

"No lights, okay?" he said, and even the way he spoke was a little…off. His speech was shaky, halting, like he was constantly seconds from shouting and trying to keep his calm. "Look, I came here because I need your help. Oscorp is…compromised. I think Tony and Norman are being…mind-controlled or something by Hydra. They think that bomb that got me had some kind of aerosol toxin in it or something that made me lose my mind."

"But…Pete, we saw you in there," MJ said. "On that bed. You were acting…well, a little scary, to be honest."

"I was disoriented from the blast, that's all," Peter said with a rapid shake of his head, like he was trying to dislodge of a bug. "I mean, the last time I was knocked out in a battle, I woke up in Doc Ock's secret murder lab. I was just tired of waking up in strange places, you know?"

The words made sense, and it sure sounded like Peter. He even had that boyishly handsome smile that he got sometimes. But his voice was still…off, and Gwen's spider-sense hadn't stop buzzing since they'd walked through the door.

"Peter," she said, reaching slowly up to take Pete's chin. "Look at me."

She pulled his eyes to hers, staring into those baby blues, those heartbreakingly pretty eyes of his. Gwen's were such a boring, dull gray; she often expressed jealousy at Peter's gorgeous eyes, which was always a surefire way of getting him all flustered and embarrassed. Now, as she stared him down, she saw something…different. Or someone different. Someone cold, sinister, wearing a Peter mask. She felt Peter try to look away, but she managed to hold him in place.

"Peter," she said again, firmly this time. "Look. At. Me."

He blinked, and just like that, he was back. Her Peter stared at her with eyes wide in fear, shining tears threatening to spill out.

"Gwen," he said, sounding like himself but hoarse with emotion, with despair. "Gwen, don't…don't listen to a thing he says. He's lying, he's trying to…to trick you. He has a symbiote. Like Venom. He has a red one he stole from Oscorp."

"Who?" Gwen asked, her heart dropping somewhere cold and deep in her chest. "Peter, who?"

"He has…he has my…. He has me. Gwen, there's something else…in here. In my head. And it's…fighting me."

"You have to fight back," Gwen said. "Peter fight it."

"I'm trying," he said, starting to twitch. His mouth moved around in a thousand different expressions as his fists clenched at his sides. "Gwen, I'm…I'm trying. He's so…oily. I don't even realize it's…him thinking for me sometimes, until he's got his way back in and…."

Gwen's spider-sense screamed in her head, and she leapt at MJ, snagging her up as the dining room wall exploded inward in a splintering crash. Clutching the redhead to her chest, Gwen spun in the air and landed on her back, sliding across the hardwood floor into the entryway. She pushed MJ through into the living room, clambering to her feet.

"Out the window, into Peter's basement!" she called. "Voice command Spidey Has Fallen!"

"Okay," MJ gasped, and Gwen faced the kitchen again in time to see Peter climbing onto a familiar-looking batlike drone large enough to support a rider.

"Well, the symbiote isn't the only thing I stole from Oscorp," he said in the same unnerving almost-Peter halting speech. "Prototype goblin glider, back before Tony whipped up that ugly green suit. Hell of a lot flashier than a web-shooter, you know?"

"Who are you?" Gwen asked, and not-Peter grinned a wide, manic smile.

"You know who I am," he said. "Your friendly neighborhood Spider-Man."

"You are not Spider-Man, and you're definitely not Peter Parker," Gwen insisted. Not-Peter cackled at that, shrugging.

"Well, I dunno how to tell you this," he said, "but I am. I'm just the new and improved version. No attachments. No sentiment. Just power. And responsibility. And if I'm gonna keep the spider from crawling back into my brain, I gotta sever some ties, so…"

Shing! A set of blades sprouted from the front of the drone, cruel and wicked-looking and aimed right at Gwen.

"Nothing personal."

He lunged at Gwen.

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