Spider-Woman was losing. Badly.
Harry's tactical advice about "stalling" translated entirely into serving as a high-velocity punching bag. Earth-65 Gwen Stacy gasped for air, her lungs burning as she scrambled backward across the shattered asphalt.
A concussive shockwave from the Shocker hit her square in the chest, lifting her entirely off her feet. Before she even hit the ground, Cindy Moon's mechanical titanium spider-legs whipped out, slashing deep grooves into her white suit. Gwen tumbled hard, barely rolling out of the way before the Rhino plowed through a brick wall where her head had just been. She flipped backward, narrowly dodging a lethal sweep from Agent 77's cybernetic scorpion tail, only to be violently grabbed by the throat and slammed against a concrete pillar by the Lizard.
"Oh, thanks!" Gwen wheezed, her vision swimming with black spots. "But your breath is absolutely rancid, Connors!"
Dropping her weight, Gwen drove her knee upward with every ounce of enhanced strength she possessed, burying it directly into the Lizard's reptilian groin.
Connors' eyes bulged. His grip loosened. Seizing the microscopic window of opportunity, Gwen twisted her body, grabbed the heavy scales on his shoulders, and violently hurled the monster over her hip. Connors hit the pavement with a bone-shattering crunch.
"You should never have bullied Peter!" Gwen screamed, planting her boot into his chest to keep him down.
She wasn't a hero. She knew that. But she could stand up for her friend. She needed to vent the suffocating, acidic rage burning in her chest.
Panting heavily, Gwen looked up. She was still surrounded by four heavily armed psychopaths. She braced herself for the inevitable beating to resume.
Suddenly, Agent 77 spun around. He pointed his massive cybernetic tail directly at Cindy Moon.
"Moon?!" Jesse Drew roared, his voice echoing off the buildings. "You lied to me?!"
Gwen froze, completely bewildered. The S.I.L.K. enforcers were suddenly turning their weapons on each other.
"You tricked me into betraying S.H.I.E.L.D.!" Jesse screamed, stepping toward his boss. "You made me risk my life for you! And now my HUD is telling me I haven't needed the isotope serum in months?!"
"Agent 77, stand down!" Cindy yelled, her red goggles flaring. "Have you lost your mind? If it weren't for my serum, that alien infection would have killed you!"
Wait, Gwen thought, shaking her head. Agent 77 powers come from Cindy's serum?
"How long were you going to keep me on a leash?" Agent 77 bellowed, tapping the side of his helmet. "Someone just uploaded the unredacted medical logs directly into my armor's mainframe! I'm cured! I quit!"
He turned to run. Cindy's face twisted in fury. She raised her wrist console, overriding his armor's bio-locks. The cybernetic suit malfunctioned violently, sparks showering from the servos. Agent 77 seized up, screaming as the massive metallic tail forcefully detached from his spine.
The heavy, razor-sharp tail whipped through the air like a piece of shrapnel. It slammed directly into the Rhino's helmet, dropping the fifteen-foot behemoth to the ground in a heap of unconscious metal.
"What is happening?" Gwen whispered.
"You're next!" a familiar, distinctly female voice shouted.
Gwen turned around. Standing in the middle of the wreckage, holding the severed, sparking Scorpion tail like a baseball bat, was another version of herself.
Earth-616 Gwen was wearing a new suit, a black spider-suit with red webbing and red spider symbol on her chest with red mask covering bottom of her face. Without missing a beat, 616-Gwen swung the heavy mechanical tail like a golf club, smashing it directly into Cindy Moon's chest. Dr. Silk flew backward, crashing into a pile of wooden pallets.
"Phew," 616-Gwen let out a long breath, dropping the heavy tail to the pavement. "Man, this is a rare opportunity to actually beat Cindy up. In our world, we're friends, so doing this is incredibly therapeutic."
Earth-65 Gwen stared at her doppelganger. Her brain completely short-circuited. She had just watched her alternate self orchestrate a mutiny, decapitate a cyber-suit, knock out a tank, and obliterate a supervillain.
"That is outrageous," Earth-65 Gwen stammered. "How did you do that? And how do you have spider-powers?!"
"Remember my power, Spider-Man give a quick explanation earlier and he gave me a mission to infiltrate Cindy" 616-Gwen explain.
616-Gwen gestured to the unconscious bodies. "I uploaded the medical files to Jesse. I ripped his tail off when Cindy deactivated the suit. I threw it at the Rhino. But because I was conceptually invisible, your brain just assumed the suit malfunctioned after it deactivated and the tail snapped off on its own."
"Okay, but what about the spider power?" Earth-65 Gwen demanded.
"I raided Cindy's underground warehouse," 616-Gwen shrugged casually. "She had crates of the spider-isotope serum and had 3D fabricator making herself her spider suit. I took the serum and her suit"
Earth-65 Gwen rubbed her forehead, a massive headache blooming behind her eyes. "Right. Okay. So... what do we call each other? Are we both Spider-Woman?"
"No, I have a better idea," 616-Gwen said, pointing a finger-gun at her. "Since I have my Ghost power first... you can stay Spider-Woman. I'm going to be Ghost Spider."
Ghost Spider. Earth-65 Gwen grimaced. That was an incredibly cool name. She wished she had thought of it first.
Before they could debate copyright infringement, the pile of wooden pallets shifted. Cindy Moon pushed herself up from the wreckage, wiping a smear of blood from her lip. Her four mechanical titanium legs locked into place, lifting her above the debris.
"Alright, Cindy," Earth-65 Gwen snapped, dropping into a fighting stance. "You need to take responsibility for Peter's death!"
Cindy laughed. It was a cold, cruel sound that cut through the sirens wailing in the distance.
"Me?" Cindy asked, tilting her head. "I didn't kill that poor, pathetic boy. Weren't you the one who beat him to death, Spider-Woman?"
Earth-65 Gwen flinched as if she had been slapped.
"You killed him without a shred of mercy," Cindy taunted, her voice oozing with venom. "As I recall the autopsy reports, the boy eventually regained his human consciousness. He begged you to stop hitting him, didn't he?"
Gwen's breath hitched. The memory hit her like a physical blow. The ruined gymnasium. The blood on her knuckles.
"If you hadn't found out it was your friend underneath those scales, would you have regretted it?" Cindy pressed, taking a slow step forward on her titanium spider legs. "No. You would have felt righteous. You were protecting your classmates. You were putting down a rabid animal. Admit it, Spider-Woman. You didn't feel a shred of guilt while you were caving his face in. That's why you didn't stop."
Gwen squeezed her eyes shut. Her hands trembled. The agonizing, suffocating weight of the guilt pressed down on her lungs.
Cindy Moon didn't actually want a head-to-head fight. She knew she was dealing with a deeply traumatized high school student. Psychological warfare was just another weapon in S.I.L.K.'s arsenal. Break the girl's spirit, isolate her, and recruit her to replace the rogue Agent 77.
Gwen opened her eyes. The trembling stopped.
"Maybe," Earth-65 Gwen whispered, her voice hardening into pure steel. "Maybe you're right. I can beat myself up over Peter for the rest of my life. But I might not ever get another chance to beat you up."
She wasn't a hero. But she was here for her friend.
Cindy's smirk vanished. She secretly tapped a button on her wrist console, signaling the Rhino to charge Gwen from behind and crush her.
Nothing happened.
Cindy glanced over her shoulder. The fifteen-foot mechanized behemoth was lying face-down on the asphalt, completely unresponsive. Cindy's mind, completely scrubbed of Ghost Spider's involvement, desperately tried to rationalize the failure. Did he trip over a pothole? Incompetent morons.
Cindy turned back to the two masked girls, her titanium legs rearing up like a striking mantis. "Very well, Gwen Stacy. Let's finish this."
"You're not just fighting her."
A high-pitched whine of repulsor turbines drowned out the street noise. Harry Osborn dropped out of the night sky on his glider, hovering ten feet off the ground. The Vulture was nowhere to be seen. Harry held a glowing, orange pumpkin bomb in his right hand, his eyes locked dead onto Cindy Moon.
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