Archive of Our Own ^beta

Chapter Text

Begin Recording. Sender: Unknown.]

~kszzzt~ Units are all ordered for immediate capture and detainment. We need to know the connections between them and why they are able to exist in the same universe without combusting from future knowledge.

Units 14512 and 8311 have been captured.  14512’s pet needs to be kept in solitary confinement. Nearly escaped us twice but in their haste, they forgot the various traps laid around their cell and was promptly electrocuted for their error.  8311’s weakness has been proven to be 14512’s’ life. 

14512 was used as bait to subdue 8311. We promised to let them go.

~kszzt~

They should’ve known better .

[Recording Ended]

–

“Oh my god.” Gwen Stacy scrolls through her social media feed on her laptop, head tilted to one side to keep the phone in place on her ear. “You seriously did that?”

“Yeah, of course I did,” Miles Morales responds with a grin that he knows she can’t see. He props his feet up on the desk, Ganke not here to stop him. “Just jumped in, whoosh and thwiped out some webs and called it a day.”

Gwen whistles. “You handle things so easily in your universe,” she says. “Over here it’s going nuts because some guy discovered some remaining vials of Lizard Serum so half the neighborhood was infected. S.H.I.E.L.D. managed to shut them down but it was crazy. Almost died twice.” She says the words like they’re a badge of honor, something she wears proudly on her chest, and really, it is. Sharing near death experiences with her friends, even over inter-dimensional phone call, – thanks to Peni’s amazing tech – is one of her favorite pastimes. That, and actually visitingher friends’ dimensions – once again, thanks to Peni’s futuristic machinery – because who could resist a little change in scenery?

“Yeah, but there was this dude with five backup guys. All had guns. And I’m not talking those pistol things, I’m saying like, bordering on machine guns types.”

Gwen smirks, knowing full well Miles is exaggerating. For what purpose, she has no clue, but she’ll humor him, like what good friends do. “Yeah? And what’d you do?”

Miles stammers, trying to think of a good story, and Gwen chuckles as he sighs and relents. “Okay, fine. Maybe I didn’t go up against people like that.”

“Thought not,” Gwen says, absentmindedly swiveling in her chair. “But hey, any action is good, right?”

“Yeah.” Miles sounds tired all of a sudden, and Gwen straightens, her ears on alert.

“You good? You sound tired.”

“Yeah, yeah, I’m good,” Miles responds, but he sounds distracted. “Shoot. My roommate’s home. Call you later?”

“Sure. Tomorrow good? 6pm your time?”

Miles nods, though he knows she can’t see him. “Yep. Sounds good.”

He hangs up just as Ganke walks into the room.

“Hey Ganke, what’s up man?”

Ganke just grins at him. “Nothing.” It’s so obvious he’s hiding something that Miles doesn’t believe it one bit.

“Aw, c'mon. You’re hiding somethin’.” Miles laughs, raising a hand for a fist bump.

But Ganke doesn’t raise his own hand to return the gesture. Instead, his hand goes behind his back. His eyes are twinkling. “Remember those alternate dimensions you were telling me about? I think this is from one of them. Or two of ‘em at least.”

Miles fully expects his roommate to produce some kind of weird food wrapper, or laugh and tell him it’s a joke, but Ganke pulls two newspapers out from behind his back and tosses them to Miles.

He catches them, and flips the first one to the front headline and blanches. On the cover, in bright colors, is a picture of Sp//dr. The headline reads: SP//DR GONE MISSING. On instinct, Miles skips to the caption, which reads: “Sp//dr robot, as well as both pilots, disappeared this Friday. Pic courtesy by the Daily Bugle.

He lets the paper slip from his hands, blankly staring at nothing.

"Hey. Miles?” Ganke edges closer, looking concerned. “Are you okay?”

“Yeah, yeah, I’m fine,” Miles says a bit too quickly, shaking his head to clear the thoughts from his head. His chest is exploding from worry. “Lemme see the other one real quick.”

Ganke isn’t blind. He was expecting Miles to take the newspapers, grinning, and regal him with stories, maybe giving Ganke some more insight into his superhero life, but instead, he watches his roommate’s grin slowly fade as he stares at the second newspaper. Something’s going on. The mood in the room drops to an uncomfortable silence, tension hanging in the air as Miles reads, eyes darting across the paper, faster and faster until Ganke isn’t sure if he’s reading anymore.

“Ganke,” Miles says after a while. “Where’d you find these?”

“I got it here actually,” Ganke says. “It was just sitting there on the front steps of the school, which was really weird but, y'know, weird things happen all the time.”

Miles nods slowly and then looks back down at the newspaper in his hands, this one written in some kind of cartoony font, the pictures somehow moving on their own. The front page has a picture of Ham fighting some kind of cat. The article is just another reminder that this is weirdly coincidental and strange. Two newspapers, from two separate dimensions, both with similar articles. Two members of the Spider-Gang missing.

Automatically, he reaches out to pick up his phone, scrolling through the contacts to the most recent, hesitating a split second before he taps Gwen’s number.

Ganke is watching him nervously, his face pinched tightly in concern. Miles knows that this must be somewhat scary for him to experience something he hasn’t explained yet. It’s one thing to tell exaggerated stories where the good guys always win, and it’s another if it’s not even certain that the good guys will win.

“Okay, I don’t have to be a genius to know something’s up, Miles,” Ganke says eventually. “Who’re you calling?”

“That girl that used to go here,” Miles says, hoping that Gwen wouldn’t mind if he slipped up about her secret identity. After all, the Spider Gang has come to trust Miles’ roommate because whoever Miles trusted, they could trust too.

“Wanda?”

“Yeah, except her name’s Gwen, and she’s Spider-Woman.” He waited while Ganke’s face suddenly showed his realization.

“Ohh that makes a lot more sense now that I think about it.”

“Well yeah, but I’m calling her to make sure she hasn’t, well, disappeared.” He puts emphasis on the word “disappeared” while tilting his head towards the newspaper on the floor, and Ganke nods his understanding.

“Yeah, well,“ he glances at the phone in Miles’ hands and turns to leave. "I’ll be outside. We can make this like a mystery!”

He sounds way too excited for what seems like a serious problem, but Miles goes along with it, flashing his roommate a half-hearted grin. “Yeah, man. See you soon.”

As soon as Ganke leaves, Miles puts the phone to his ear.

One ring.

Two rings.

Three rings.

With each increase in number, his heart rate speeds up. If Gwen doesn’t pick up, then she could be busy, he tried to tell himself. But there’s a nagging feeling in the back of his mind that bothers him.

Fourth ring.

“Hey, Miles, what’s up?” Her voice allows him to relax; he nearly falls out of his chair as all the tension leaves his body. They hadn’t gotten her yet. Good.

But the anxiety soon rushes back in, and he grips the phone so tight, his knuckles turn white. “Gwen, you gotta be careful.”

“What? Why?” Her voice is tense now, waiting for Miles to continue.

“Both Peni and Ham went missing,” Miles says. “Newspapers from both their dimensions arrived this morning and Ganke found them on the front steps of Visions Academy. It can’t be a coincidence, can it?”

Gwen hums, and there’s a sound of paper shuffling around. Apparently the news doesn’t concern her as much as it does Miles. “No. I mean, yes, it could be a coincidence, but it could also be a trap. Someone could have organized those newspapers–”

“Yeah, they could. But they also could’ve kidnapped Peni and Ham.”

There’s a pause on the other end of the line before Gwen speaks again. “…I guess,” she says uncertainly. “But I wouldn’t really look too much into it. Have you tried calling them?”

“Peni said she’s going to be busy the next few weeks the last time I talked to her,” Miles says. “And Ham doesn’t answer his phone. I think he lost it.”

“Try calling Peter or Noir,” Gwen suggests. “I think they’ll know what to do, being adults and all.”

“Good idea, good idea.” Miles glances down at the wristwatch on his arm, considering Gwen’s advice. Why couldn’t he think of those brilliant ideas? “Thanks Gwen, I’ll try that now.”

“Yep, keep me posted,” Gwen says, and in that moment, the tension in her voice comes through, and Miles can tell just how worried she is. She played it off as no big deal, but obviously it is. “Talk to you later, Miles.”

“Yeah.”

It’s only when Miles hangs up does he remember that he literally talked to her less than an hour ago. It’s irrelevant to the issue at hand, sure, but it’s enough for him to flush in post-hand embarrassment as he dials Peter’s number.

“Hey, uh, kid.” Peter sounds distracted for some reason and his voice comes in and out of static. Miles winces at the sudden interference and pulls his ear away from the phone as it shrieks in his hand from the feedback. He resorts to put it on speakerphone. “What’s up?”

“Hey, has anything from a different dimension come into your universe?”

“No.” Peter answers quickly, way too quickly. “Why?”

“Two newspapers came to my universe, one from Peni’s dimension and one from Ham’s. Both of them said that they disappeared. So I was just wondering if you knew about it, yknow, cause you’re an adult and—“

“Look, Miles, just because I’m an adult, I actually don’t know anything about this and I happen to be really busy right now so—“

In the background, Miles can hear someone yell, “Oh dude! Is that a portal?”

“Peter, what’s going on?” Miles narrows his eyes at the phone and as if Peter can sense it, the older man sighs.

“Okay okay, fine. Maybe something involving different dimensions is going on here.”

“Peter…”

“Fine!” Peter gives in easily around Miles. Way too easily. It’s so easy that Miles knows exactly how to manipulate his friend into giving in. “There’s a portal that opened up here a few hours ago. I’m going in to check it out.”

“Wait, Peter!” Miles knows this is wrong. Every instinct in his body is screaming at him to stop Peter. “You can’t go in there, man.”

“Yes, I can.” Peter sounds like a stubborn child. “Something could be wrong.”

“Dude, do you even know what dimension is on the other side of that thing?”

“No, but if it makes you feel better, I’ll stay on the line with you while I go through if you want— oh my god.”

“What? What is it?” Miles half rises out of his seat, hand raised over his wristwatch, ready to open a portal to Peter’s universe. “What’s going on?”

“It’s nothing. There’s a hand sticking out of the portal,” Peter says, but he sounds frantic. “Look, kid, tell the others to not go near any weird portals otherwise they could—AGHHH!“

The line goes dead.

“Peter. Peter? Peter!!” Miles stares at the phone in his hand. He has full battery and has service. They couldn’t have disconnected unless—

“Unless Peter was taken,” he says out loud, heart thumping wildly and Ganke’s voice floats through the closed door.

“What’d you say? I heard you screaming. What happened?”

Miles wrenches the door open and is met face to face with his concerned roommate. “Ganke, show me where the newspaper came from. Now.”

Ganke seems to recognize the urgency and he runs off down the hall, Miles sprinting after him, dialing Gwen along the way. When she picks up, he shouts, “Peter’s been taken!”

“Woah woah calm down,” Gwen says quickly. “He’s been taken? By who?”

As quickly as he can, Miles fills her in on everything that had happened over the phone with Peter. “I dunno where he is and I’m scared. I don’t know what to do. Ganke’s showing me where he found the original two newspapers right now.”

“Alright.” Gwen is trying to sound reassuring but right now, Miles is so anxious he can’t concentrate on her voice. “Just stay calm. I’m going to find Noir and ask him about it.”

She hangs up.

“They showed up here.” Ganke gestures to a stretch of blank wall, and Miles jogs over to join him.  The wall, a plain brick one, would look normal and innocent any other day, but to Miles, it looms over him, a reminder that his friends are disappearing. He stares at the wall, but it looks ordinary and unexciting and it soon gets boring.

That’s when he realizes that he forgot to tell Gwen not to go into any portals, per Peter’s request.

“I gotta portal myself,” he tells Ganke, whose eyes immediately widen like his birthday’s come early.

“Wait really? Can I watch?” He’s actually hopping from one foot to another waiting for Miles’ response.

Miles grins at him. “Yeah, man, just watch the portal and make sure it closes after I’m through. If it doesn’t, don’t let people go in after me.”

There’s no time to put on his Spidey-suit, no time for anything, and he barely waits to see if Ganke agrees before tapping his wristwatch, a portal opening in front of him.

Peter’s warning rings in his head as he tumbles in through the portal, and out into the streets of New York, 1933.

Chapter Text

[Begin Recording. Sender: Unknown.]

~kszzzt~ Units 14512 and 8311 are successfully held in custody. The only problem is making sure they don't escape. Boss put them on subsequent tests immediately and similarities are clear. They both have some kind of relation to spiders.

Now for the rest of them.

~kszzt~

[Recording Ended]

Everything's black and white, which would be expected, especially considering Noir comes from this place, but it disorients Miles enough for him to sit there, dazed.

Only when some girl rushes past him does he get a handle on his brain and gets himself to stand and grab her arm. She turns to stare at him, eyes wide, flinching back like she'll get slapped. Her arm clutches her purse tightly to her chest. "What do you want? I don't have anything to steal."

It's an attempt to come off as tough, but her voice sounds like she's about to cry.

"Hey, uh," Miles searches his brain for a question. Why was he here again? "Have you seen Spiderman around here?"

"Spiderman?" She hesitates, as if she knows something she can't talk about, and in a sudden burst of energy, she points down the street and then tears her arm out of Miles' grip and sprints down the street, cradling her purse in her arms.

"Okay then," Miles mutters as he starts walking in the direction the woman had pointed in, "don't tell me."

It doesn't take long to find Noir. The man left a trail of blood along the sides of the streets, and Miles follows it to some kind of alleyway, where Noir is perched on the side of an apartment wall, fiddling with the same Rubik's Cube he had ever since he was forcibly taken to Miles' universe.

"Noir, man, I've been looking for you."

The older man looks up at the voice, body tensing, but relaxes once he sees who it is. "Hello Miles."

"Still working on the Rubik's Cube?"

"No." With movements almost too fast for Miles to follow, Noir's fingers blur and the cube's multicolored sides suddenly merge into one color. "I solved it three times already."

"Already?" Miles allows some kind of impressed tone to seep into his voice, because really, he's only ever solved a Rubik's Cube once, and that took him five months. "Dude, that's cool."

Noir shrugs, pushing himself off the wall to land in front of Miles. "Why are you here? Did something happen with the multi-thingy?"

"No, no, the multiverse is fine," Miles says quickly. "I just came to see if you've bumped into Gwen yet. She was supposed to come here."

"No, I can't say I have." Noir hums thoughtfully; he had become way more cheerful -- well, by Noir standards, more cheerful meant slightly more cheerful, but it was a start -- since Miles knew him, and he honestly didn't know what to think of that.

"Really?" Miles turns in a full circle, as if that would help Gwen appear faster. "Look, some real crazy stuff has been happening. Peni disappeared, Ham is gone, and Peter -- Peter B I mean -- was just taken, so Gwen was coming to warn you and I don't want you or her to disappear on me."

He pauses, letting out the breath he'd been holding ever since he arrived in this dimension, and a hand lands heavily on his shoulder. "Kid," Noir says seriously, "No matter what happens, you have to keep going. It's what Spiderman does."

"What?" Miles can't see how this relates to anything. "Don't you get it? Our friends are disappearing!"

"Yeah," Noir heaves a sigh, "I know. And some hoobedodad portals have been opening up lately in people's houses. They suck people in and then spit them back out, shaking, disoriented, and scarred for life. They won't tell anyone what happened to them or anything."

"That doesn't--"

Miles is interrupted by a sudden flash of light. "Gwen!"

Without even checking to see if Noir noticed the light or not, he's running out of the alleyway, nearly falling over in his haste. God, if Gwen is okay, if she's okay, he's going to, going to--

And then he stops.

There is a portal open in the middle of the road. Teal and pink lights ripple and reflect across the street, glowing brightly.

There are footsteps behind him and Miles can feel Noir's presence as the wind ruffles his hair. He's frozen, staring at the portal, mind stuck in a constant loop: They couldn't have gotten her, they couldn't have gotten here, they couldn't have--

Gwen steps out of the portal, eyes going straight to the two Spider-People standing on the corner.

"Miles!"

And then he's running towards her, she's running towards him, and then they're hugging so fiercely, Miles wonders if their spines have broken by now. But they haven't. They haven't, and Gwen is here.

"Oh thank God," Miles exclaims when he pulls away. "Gwen, I thought they found you!"

"No, they didn't," Gwen says, giving him an actual genuine smile. "My parents made me do the dishes before I left. I said I was going to MJ's but obviously I'm here." She spreads her arms wide and then catches sight of Noir.

"Oh hey Noir."

He nods to her, tipping his hat slightly as he walks over to them. "That's your portal, right?" he asks, gesturing to the rift that Gwen just came out of.

"Yeah." Gwen says, frowning. "Why?"

"Then what's that one?"

Noir points past Gwen's portal, to where yet another rift had opened up. Except, instead of the multicolored lights, it radiated a solid blue color.

"Uhh," Gwen glances to Miles. "Is that one yours?"

"No, I landed on the next street over," Miles says, squinting at the portal. "Unless--"

"Looks normal to me," Noir says, and when Miles looks over at him, the older man is so close to the portal, he's nearly touching it.

Wait, Peter B. had said that a random portal opened up in his New York, and Miles is pretty sure that this portal right in front of Noir is no less random.

"Noir!" he shouts, just as the detective reaches out to touch it.

There's a blinding flash, and even as Noir pulls away in shock, chains snake out of the opening, moving as if they have a mind of their own. One wraps around Noir's wrist, the other around his legs. He grunts, straining to get away, and suddenly Gwen is there, tugging at the chains, trying to free him.

"Wait, no! Gwen!" Miles runs over to them, grabbing Gwen by the arm. He yanks her backwards, and they both fly into the street as the light from the portal gets brighter and brighter.

"We gotta help him!" Gwen shouts in his ear, struggling to go towards the blinding light. "We can't let him be taken!"

"I can't lose you with him!" Miles shouts back, and he can feel the tears forming in the corners of his eyes as he holds her back. "We can't do anything!"

She screams at him, writhing in his grip to try to break free as the light gets so painfully bright that Miles has to close his eyes and hold on to her, hoping they would make it out of this.

And then it's over. Just like that.

Noir is gone, the portal is gone, Gwen's own rift sitting in the middle of the road, and a few bits of newspaper float down the street as a slight breeze wafts through and vanishes.

Gwen untangles herself from Miles and stands, running to where the portal was only moments before. "He's gone." she says after a while, her voice sounding incredulous yet incredibly sad. She turns to Miles, and Miles is suddenly struck with the realization that she had lost her own Peter too. And Peter B. disappeared a while ago, Ham even before that, and just now, Noir was taken in front of her own eyes.

"I--" It was partially his fault, Miles knew. His fault, that he held her back, his fault that he didn't try to help. But Gwen, as if sensing his thoughts, locks eyes with him.

"It's not your fault," she says seriously. "If I had gone to help or you had gone to help, or hell, both of us, we would be gone with him."

Miles nods, but his stomach is churning. It's one thing to hear it over the phone, it's another to actually see someone disappear in front of his very eyes.

And, as if to mock him, there's a rustle of paper above him and when he looks up, a newspaper almost hits him in the face. He catches it before it can land on the ground, and he unfolds it, Gwen coming over to read the headline with him.

Spiderman Disappears! The Menace Has Been Vanquished!

Gwen rips the newspaper out of Miles' hands, crumpling it and tossing it into the street. "Yeah, got it, J.J.J," she mutters.

She starts towards her portal, but turns to glance at Miles. "Hey, uh, Miles? Stay safe okay? I'll try to find someone to help."

"Yeah," Miles says, tapping his wristwatch to open up his own portal. "You too."

She smiles at him and vanished through the rift. He hesitates before doing the same.

He comes out in the exact same place he disappeared, Ganke sitting crossed-legged in front of him. "Ganke? You've been here the whole time?"

"Huh?" Ganke looks up and upon seeing Miles, breaks into a large grin. "Oh dude! You're back!"

"Yeah," Miles tries to smile but he's pretty sure it came out as a wince. "You waited for me?"

"Of course, man! Why would I not?" Ganke seems to take a good look at his roommate's face and deem it as not a good time to ask any question. "You need to lie down though? You're kinda pale."

"Yea-yeah, sure." Miles allows himself to be led into the school. Ganke seems less energetic than before, but maybe it was because Miles’ mood wasn’t infectious. Even if his friend didn’t understand why Miles was acting down, it’s enough to keep him quiet all the way to the dorm room.

Only then does Miles remember Noir’s words, staring at the ceiling of his room.

No matter what happens, you have to keep going. It's what Spiderman does.

He rolls over to stare at the wall. He’s not Spiderman if he can’t even save his friends.

It suddenly dawns on him that he should probably check in on Gwen, and after checking to make sure Ganke isn’t here — he always took all his classes in the afternoon, which was why it confused Miles he waited for him the whole time Miles was in 1933 — he tapped his wristwatch to open a portal.

The teal and pink portal opened on command, like normal, but as soon it was wide enough to accommodate a human, a newspaper shot out of it and landed at Miles’ feet.

He felt his heart drop twenty stories.

The newspaper is just as he expects, anxiety rising with each word read. Gwen is gone. She apparently never made it back to her universe.

But now there is only one question remaining: would Miles be able to get her back? Get everyone back?

It was what Spiderman did on a daily base, right? Risk himself for people he loved?

And so, it’s with these thoughts in mind that Miles steps through the portal, right as the teal and pink of Gwen’s universe morph into an ominous blue. 

Chapter Text

This isn't Gwen's universe. He's been to her dimension about five times by now, and Miles knows for sure that he's in the wrong spot.

For one, it's snowing. It snows in New York but never this much in Gwen's New York. And second, there are too many trees. Way too many trees.

It strikes him that he must've landed in the wrong universe, but when he turns to go back, the portal is gone.

Odd.

Further investigation proves that he isn't even in New York at all. He's in a forest.

He taps his watch, trying to open up a new portal, but nothing happens. The device fizzes and sparks against his wrist and he quickly unlatches it from his arm. He's about to drop it in the snow when he sees a flash of silver. He bends down to pick it up and his heart skips a beat. It's Gwen's watch. The one she probably used to get here.

A further look shows another watch, this one Noir's. And another right underneath: Peter's. Miles sits back, mind whirling. They all came here. This was where they disappeared.

Which meant--

"Ah, Miles Morales."

His head jerks up at the voice and a man in a suit steps out from behind a tree. He's smiling like he's been expecting Miles to land here for a while.

"Welcome to my lab."

"Your lab?" Miles notices the distant shadow in the distance, very distinctly shaped like a factory of some sort and a shiver goes down his spine. "Uh, where am I?" The question is genuine. He's sure the guy just told him he's at his lab, but this forest doesn't even look remotely like a lab, and even that factory thing looks more like a rundown prison than a lab.

"I already told you," the man says, smiling. It's starting to get creepy, and Miles starts to back away.

"Please stay where you are."

Miles freezes.

"Now." The smile is gone now, replaced by a look of scrutiny, like the older man is looking at him under a magnifying glass. "Stay still. This will hurt a little."

Miles' Spider Sense goes off. Duck! He does, but not fast enough. Something sharp hits him between the shoulder blades and he hisses in pain. "Dude! What the heck was that?"

The man merely bares his teeth at him in some sort of feral way as Miles' vision turns fuzzy. "A little something to keep you under wraps while I get you to the holding cell."

"The what--" He falls to his knees. No, he can't go out like this! He can't be captured like the rest of his friends! His head is spinning, blurring the forest in front of him. Panic rises in his chest even as he can feel whatever drug was in that dart kicking in. He can barely see the man, and his last thought is: Why does everything have to be this hard? and then everything goes black.

---

He wakes up on some slab of metal and his first impression is that it's cold. It's cold enough to get him to sit up.

Where is he? He doesn't remember anything, but when he takes a good look of where he is -- metal bars on three sides of him, a concrete wall behind him, and the layout of the area that gives off a sense of "prisoner" -- everything comes back to him.

The portal. Gwen. The man with the weird darts. And now Miles is stuck in the very place he was trying to avoid.

"Hey," a voice echoes through the prison, the source almost directly opposite of Miles. "You awake?"

He squints. In the darkness, Miles can barely make out a familiar face staring at him through the bars. He's taken aback, heart pounding in his chest. No, they couldn't have gotten her too. They couldn't have. It was impossible, right?

"Gwen?"

Gwen stares at him blankly. "Uh, no. My name's Unit-65, not Gwen."

She pauses and adds: "Who're you?"

"I'm Miles," he hastens to say. "Miles Morales. Gwen, don't you recognize me?"

He's reaching through the bars now, as if that would help her remember him, remember this isn't where she's supposed to be. She pulls away from him.

"No, I don't know who you are or who Gwen is. You have the wrong girl."

Miles stares at her, baffled. "Wha-"

She glares at him, the shadows across her face lengthening. "All I know is that you're subject 1610 and you're dangerous. Well--" she corrects herself, "--actually we're all dangerous. Especially that guy, who came in wielding two guns."

She points to Miles' left, and when he turns, he can make out a familiar silhouette against the wall.

"Noir?"

"The name's 90214, kid," what is undeniably Noir's voice echoes through the cell. "Dunno who you are or where you came from, but if you ever touch 14512, you're dead." On the last word, he leans forward, and Miles can see exactly how this place has been treating him.

With Gwen, it's less apparent, but on Noir, he can see the scars, freshly lashed across his face, dried blood along his right cheek, and cracked glasses, the left lens missing. Noir stares him down and Miles knows exactly why Spiderman wasn't so well received in Noir's universe. The man is intimidating, especially when he doesn't remember Miles.

He feels a sudden urge to run away, but the bars behind, in front, and to both sides of him remind him that he's a prisoner here.

His impulse is to ask who 14512 is. But he has a feeling that he already knows. Still, the words tumble out, echoing awkwardly in the silence. "Who-who's 14512?"

"Me."

Peni steps forward, her small body seeming even smaller in the spacious cell, her appearance ragged and worn out. She's in the cage next to Gwen's, right under the window, so Miles can see her perfectly.

He's not so sure if he wants to.

Her face looks beaten, one eye swollen shut, the other narrowed slightly. Her clothes are torn, her shoes untied. Miles can't help staring at a thick metal band wrapped around her left wrist. "1610, huh? Those scientists out there were making a big fuss to try to catch you."

"Well, looks like they did, didn't they?" Miles tries to joke, but the mood in the room is enough to stifle his words.

Peni shrugs. "Yeah, but I'd prefer it if they didn't. You know, crazy experiments and all."

"Wait, they've been experimenting on you?" Miles asks, once again embarrassingly loud. He internally winces while he waits for a response.

"You didn't know?" Gwen scoffs, gripping the bars of her cells. Miles can see her hands are scarred and bruised. "They test you for these stupid chemicals, and you have to hope to God that you're positive, otherwise they run tests to try to inject the stuff in you. A cheery place, really." Her words are dripping in sarcasm, and Miles shudders. While he appreciates that his friends still have their same personalities and ways of speaking, it really doesn't help that they don't recognize him.

"So how long have you been here?"

If possible, Noir looms closer, and Miles backs away, bumping against the opposite line of metal bars. "Been here as long as I can remember," the man replies. "First thing I remember is our escape attempt. And before that, nothing else."

"Yeah, we've all been stuck here for our entire life," yet another voice comes from behind Miles, and he whirls around, the name forming on his lips before he even can see the source.

"And before you call me some weird name, I'm 616, not whatever you're thinking," they say just as Miles blurts,

"Peter?"

"Don't know who the heck that is, but okay." Peter shrugs. Out of all of them, he looks the least broken, maybe because he already looked like a hobo in the first place.

"Listen," Gwen says, folding her arms. "1610, this is a place where you can't be tossing names everywhere. They could capture those people and bring them here if they need to convince you to do something." She puts airquotes around the word 'convince', her face twisting into a grimace. "And let's just say that all of their 'tasks' for you are not going to be in your best interest."

"Yeah, no kidding," Miles replies. "But uh, Gwe-65," he corrects himself hastily, seeing the look on her face. "Do you have any idea why we're here?"

"Not so sure about you, but we're here because of some weird spider DNA stuff. Crazy experiment gone wrong or something. They promised us that they can get rid of it but all they're doing now is testing for it, which is stupid, because we all obviously have it."

"What do you mean by 'obvious'?" Miles asks. "Wouldn't the tests prove it?"

"Nah. We just all assumed it because those people that tested negative for the spider DNA are gone. Long gone."

"You mean... they're dead ?"

65 shrugs. "I have no idea."

"That doesn't sound promising."

"Okay, but tell us," 616 leans against the cell wall, looking as casually disinterested as he can manage, "do you think you have spider DNA?"

"Uh, yeah," Miles says so confidently, the others look taken aback. "I-I mean it was kinda obvious, and a bit of a struggle, but you guys helped me learn to control my powers." He can't believe he's explaining this to the people who would know this best, but from the looks on everyone else's faces, he assumes that he probably needs to explain more. "Look, guys, I know you all. I think your memories have been wiped or something--"

"Kid, we already told you." 90214 says. "We don't have a clue who you are. Maybe they erased our memories, maybe not, but whatever you remember, we don't." He says it almost in a wistful tone and Miles wonders exactly what happened to his friends while they were separated.

"So you-- So you don't remember anything?"

"That's what he just said, didn't he?" 14512 asks, her eyes widening slightly. "None of us know who we are. We just woke up and bam, we're here. Been here for a long time."

"You aren't-- you didn't--" Miles sighs, just resigning to whatever the hell was going on here. "Alright, okay fine. You guys may have been here since the beginning of your lives or whatever, but I sure wasn't, so I want out."

"The only way out is through a one-way portal at the other end of this forest," 65 gestures sharply with her thumb behind her at the cell wall. "And we all tried to get out, but none of us have even managed to escape this place."

"Except 928," 14512 says, frowning and crossing her arms.

"For the last time, 14512, 928 doesn't exist." 616 grimaces. "She's been having weird visions of a dude named 928 who is another test subject here, apparently. Other than 8311, who is held in another location because of his weird DNA, there's no one else but us here."

"C'mon!" 14512 throws her hands up in indignation. "You don't remember him? The guy who actually made it outside of this prison? They had to replace the door because of him, remember? There were slash marks everywhere."

"Uhhh, no." By the tone of 65's voice and the way she glanced at Miles and rolled her eyes, she clearly wasn't believing any of 14512's words. "We would've known about him if he did what you said."

"Ask 8311!" 14512 continues, like she can't hear 65. "He'll agree with me!"

"8311 is not here," 90214 says gently. "But I think if he were here, he would--"

Miles never got to know what '8311' would do if he were here, because at that moment, a loud alarm went off.

" All personnel, please report to Holding Block A to escort the Units to the Training Center."

"Training Center?" Miles can't believe his ears haven't exploded yet from the booming sound. "What's that?"

"Not good," 616 tells him, his face set in lines of exhaustion and resignation.  "They've decided to bump the tests up earlier. Early welcome to the newbie, I guess."

Five guards come into the holding block, all carrying some kind of machine gun. Or, Miles would call them machine guns if not for the blue liquid that sloshed around in the clear barrel, leaving glowing bits of blue on the floor. There are consecutive screeches and slams of metal as they forcefully open the cages and slam Miles' friends against the wall, cuffing them.

The guard assigned to Miles jerks his wrists so roughly, he has to stagger to keep up as they are marched down the hallway.

"Can't you guys break these cuffs?" Miles hisses to 90214, who happens to be right next to him again.

"No can do, kid." 90214 nods slightly towards the ceiling and Miles looks up. "They've got electric thingamabobs to electrocute us if we do. That's why this is called the Electricity Chamber. You're lucky your first test wasn't here."

Miles shudders, imagining blue lightning shooting out of the ceiling. "Yeah, I guess."

"Quiet!" The guard's voice causes Miles to jump, and quickly face forward again, as they hurry down the halls, turning left, right, right again, left, right, and left before they stop in front of a large set of silver double doors.

"Test's in there," 65 whispers in Miles' ear, somehow materializing beside him. He nods, swallowing hard, and the door swing open.

They're tossed inside with no fanfare, Miles managing to land in a squatting kind of position, balancing cautiously on the loose metal tiling of the floor.

"You didn't get those off yet?" 65 stands above him, arms obviously free of the cuffs. Miles glances down to his own wrists, just now remembering he was chained up.

"Oh, yeah." He snaps them easily and stands, turning to face her. "Gwe-- I mean, 65, what's happening?"

"Our first test of the day," 65 answers, turning away to stare at the ceiling in anticipation. "They gotta get 8311 here first. No use testing twice."

As if on cue, a ceiling panel slides open and Ham drops through, breaking his cuffs before he can hit the floor and floats to land on the ruined floor. "How are you guys? I haven't seen you in forever."

"8311, it's only been 12 hours," 90214 says, his eyes showing his confusion. "How is that--"

14512 rushes past him, tackling 8311 in a hug, and he chuckles. "Nice to see you too, kiddo." When the girl finally detaches herself from him, he sidles up to 65, who is still squinting at the ceiling, maybe looking for a way out.

"Hey, uh, when's the testing start?"

"Now." The warning in 616's voice holds some kind of surprising clarity with them because Miles' Spider Sense goes off in that moment.

"Duck!"

He didn't need to shout. All of his friends hit the ground alongside him as a huge chainsaw appears out of nowhere, slicing the air above their heads.

"Wow, that was close," he breathes, and 65 shoots him a disapproving look.

"First rule of the Training Center:" she leaps out of the way as the chainsaw makes another round at them, this time slicing through the floor, " Never let your guard down."

"Oh, yeah I think I figured that much out myself," Miles says as he watches holes open up in the walls, and instinctively crouches as huge arrows the size of his head plow past him, embedding themselves in opposite walls. "Damn! Isn't that dangerous?"

His Spider Sense goes off. Leap . He jumps, spinning a web to the ceiling, right as the ground opens up, making the walls shake, and an unearthly scream echoes from within. The noise brings some kind of protective instinct in him but before he can release the web to save whoever was inside, 8311 grabs his arm.

"Kid, you don't want to go in there. It's a trick."

"But--" Miles glances down at the gaping abyss, torn. He believes 8311, or whatever 8311 used to be, but every instinct in his body is telling him to go down there, to save whatever poor soul is being tortured--

Without warning, the walls explode, and Miles latches onto the ceiling as he twists and turns, avoiding the projectiles as they shoot everywhere, vaguely aware of his friends leaping and dodging from wall to wall below him.

"You gotta keep moving, 1610!" 14512 screams up at him, her face a mixture of confusion and horror. "You'll die if you stay in the same spot for more than two seconds! They'll target you, they're always watching y--" A slab of wall comes apart and hits her in the face and she falls backwards, heading towards the rapidly shrinking hole in the floor as panels slide over the abyss that had been there only a few minutes ago. 90214 reaches towards her, halfway between two walls, and shoots a web that catches her by the ankle. 14512 twists, surprisingly not unconscious, and pulls herself up by the webbing as 90214 swings around the room, avoiding pieces of wall and random projectile exploding from the now-solid floor.

Miles leaps backwards as what looks like a giant pencil jabs into the space where he was hanging. "Woah! Are they trying to kill us?"

"Probably," 616 says in his ear as the room shakes again, the new hole in the ceiling vanishing as well as the holes in the wall. Spikes jut up from the floor, sliding over the tiles to creep up the wall at an alarming rate. 65 cries out in pain as one slices her leg when she takes off too fast. Miles is immediately at her side.

"You okay?"

She gives him a weird look. "Yeah, I'll heal. Part of the spider genetic thing anyway. One of the first tests they did."

"I, uh, okay. Yeah." Miles backs off, a sick feeling in his gut. He knew that his friends believed they had been here all their life, but he had no idea how much they had gone through, or were made to believe they did. It's like a wall has come between them, like he doesn't belong.

It feels like the collider incident all over again.

There's another bang, but instead of releasing more projectiles into the air, all appendages retract into their respective walls, and Miles drops to the floor, somewhat tired. The adrenaline is still rushing through him, and he looks around as his friends land beside him. They look battered, but still alert, like at any moment, the walls will open again. 65 is bleeding from one leg, 14512 has a bruise above her left eye, and 616 is holding his wrist, which is twisted at an unnatural angle. But for the most part, they are intact, and Miles allows himself to release the breath he's been holding ever since the chainsaw erupted from the walls.

"First test down, a ton more to go." 8311 stretches, joints popping unusually loud. "See you guys later."

There are choruses of farewells, as the ceiling opens up and an electricity field encases 8311, slowly moving him upwards and out of sight. Miles raises his hand to wave goodbye, too late, as the ceiling closes.

They're allowed a few seconds of blessed silence, the only noise being their breathing, before the doors slam open again and they are all immediately cuffed and hauled into the hallways again.

But instead of going back to their cells, like Miles expects, they are taken a different direction, the minimal decorations fading as they go on, the light dimming to a pale purple light.

He risks talking to 14512, even though she gives him a warning look as he leans over.

"Where are we going?"

"Next test," 14512 says. "Maybe we'll see 928."

"Never in a thousand years," 65 says from his other side.

14512 just shakes her head and they lapse into silence.

Now Miles can think, and he does. If he were here alone, he would be freaking out but he's not. His friends are here, even if their memories aren't, their personalities are the same, interactions are the same, everything the same except for their knowledge of him.

It hurts that they don't know him. He knows it's not their fault but he's new to the spider stuff, new to his powers, and his newness just made him more careful around them. This is worse. Much worse.

They all have serial numbers, in seemingly no particular system to which they are assigned. He doesn't know what to think of that.

And 928, Peni's -- no, 14512's -- apparently imaginary friend. Maybe they existed, maybe they didn't, but if Peni had some kind of belief they would show up, then maybe they would. Considering she claimed that they were the only ones to make it further out of the prison than the rest of them, Miles is pretty damn hopeful they would show.

The guard in charge of him suddenly pulls him backwards, and he stops, breaking free from his thoughts to stare at another set of double doors. These are smaller, more run down, and the guards walk them through after one fiddles with a keypad on the left.

The room is dimly lit, and the guards unlock the cuffs for them this time, retreating quickly. The door closes behind them with a loud clack and the room plunges into darkness.

Chapter Text

Miles stumbles forward, waving his hands in front of his face, eyes instinctively going wide. He can't see anything past his nose, and his Spider Sense isn't helping, especially with his friends cursing and bumping into each other beside him. Someone's arm smacks him in the face and he grabs it without thinking.

“What the— get off!” 65’s voice hisses at him through the darkness.

“Gwen— I mean, 65! It’s me!” Miles clings to her, but she manages to pull her arm away before he can get a better grip on her.

"Calm down!" 65 whisper-shouts. "I won't survive the test if you're like this!"

"What is the test, even?"

Someone stumbles past him -- he can tell by the voice that it's 616 -- muttering, "God, every time we do this, I never can tell when they're gonna flip the switch."

65 doesn't answer.

Miles doesn't even have enough time to call her name before there's a loud bang, like a gunshot, and the area in front of him is suddenly illuminated.

"GO!" 90214 yells from behind him, voice sounding hoarse, and Miles runs, heart pounding frantically.

It's only two seconds before he sprints face-first into a wall.

"Ow." He rubs his face, his nose stinging.

"It's a maze, 1610!" 616 shouts, his voice suddenly increasing and then decreasing in volume as a slight breeze wafts from him rushing past. Taking the initiative, Miles runs in the voice's direction, sideswiping another wall.

A maze? A stupid maze? He expects death traps, or maybe trapdoors at the very least, but as he fumbles his way around dead ends and invisible walls, nothing exciting happens. He can hear the others in the maze as well, shouting to each other as they make their way through.

"1610!" He hears from his left, and when he turns, he's met with an arm gripping his shoulder. "You're new here right?"

He doesn't recognize the voice, nor does he care. He's stuck in a maze with no sense of direction, his friends' voices fading in the distance. So it would be an understatement that he's freaking out.

"I, uh, yeah?" His voice cracks on the last syllable, and he winces, not like this other person can see him anyway. "Who're you?"

The person chuckles. "928, I guess. You wanna get out of this maze, chamaco?"

"Yeah, man," Miles says, trying to sound cool for this random person. "I really do."

"Great." The grip on his shoulder suddenly increases in pressure and Miles finds himself staggering forward, being pulled none to gently around corners.

He hears a hissing sound and suddenly the air gets thinner, and he winces as his lungs contract painfully, trying to catch his breath. 928 is speaking to him, but he can't really hear. "Oh, sorry. Too hard?"

Miles wheezes in response, the air strangely gone from his lungs and 928 curses under his breath. "Forgot they release nitrogen in here. C'mon, we gotta move quickly."

Nitrogen? Miles' brain is getting heavy, even as 928 drags him through the maze, probably lifting him over his shoulder at some point. He can't process anything and normally, he would be trying to run somewhat steady at least, but it's the most he can do is stumble behind a dude who doesn't seem like he's slowing down anytime soon.

It seems like hours before 928 finally comes to a stop, letting go of Miles and crouching down next to him as the latter collapses on the floor, drinking in air. "Hey, can you breathe now?"

"Ye-yeah, thanks," Miles manages, struggling to sit up. It's still dark, which he's thankful for, because if this guy sees what a pitiful excuse for Spiderman he is, he'll probably regret saving him. "Nitrogen?"

Great. Now his words are messed up.

928 just replies as seriously as possible. "They release nitrogen into the maze to prune the member count. They don't let you stay in it that long, just to make sure you don't pass the test."

"What's the test even--" Miles is cut short by 928 abruptly shifting beside him, his presence vanishing, and he can hear footsteps.

"1610? Where are you?"

"928?" Miles stands up sort of wobbly, nearly falling over in his haste at the familiar voice.

"Peni -- I mean 14512?" He looks in her direction, but he can't see her.

"Hey 1610," she replies, and her footsteps get closer. "Got through the maze first try, that's so cool!"

"Yeah, uh," Miles waves his hand in front of his face again, like it would help him see her. "Where are you?"

"Follow my voice," she giggles, and as he walks in her direction, her hand brushes his wrist and then takes hold. She tugs at his arm gently and they start to walk again, as the lights slowly start turning on, increasing brightness the farther they go. "Found 928, didn't you?"

"I--" He's struck with the sudden realization. He just met 928. The guy who the rest of his friends claimed didn't exist. Peni's -- 14512's -- apparent imaginary friend.

14512 doesn't need an answer. She can see it on his face. She grins at him, eyes literally sparkling in the dim light. "Yeah. Thought so."

"1610!" Miles turns at 65's voice, automatically grinning, but at the look on her face, he falters. "How did you get through so fast?"

"What do you mean?"

"It took me forever to come out of that maze on the first try, and I was breathing in mostly nitrogen. How'd you do it?"

Her expression is anything but pride -- was that jealousy? anger? -- and as Miles glances over at 14512, she mouths, 928.

"I met 928!" He says it too quickly for it to be taken as the truth, but all 65 does is roll her eyes.

"Great," she says to 90214 and 616 as they walk up besides her. "We've got another loopy one."

"14512 is perfectly fine," 90214 says simply, an underlying tone of warning in his voice and 65 backpedals.

"Yeah, I mean we've got another person with an imaginary friend."

"You too?" 616 squints at Miles, before shrugging. "Eh, could be worse."

"They're probably waiting for us," 14512 says, gesturing to the large doors in front of them, her metal band flashing under the lights so that Miles can barely make out her serial number etched onto it. He blinks. Did they all have bands?

For the first time since coming here, he pushes up the left sleeve of his jacket and is met with another band, similar to 14512's, except this one has the number 1610 carved into it. His mind struggles to connect the dots. They don't remember him, and believe to spend all this time here, yet they know each other and 14512 knows 928. And they refer to each other by their serial codes, not their names, considering that the bands have the numbers scratched in the metal already, they could also be interpreted as nametags. Which would make sense if they didn't remember anything.

Some kind of memory wipe, maybe? Or--

The doors slam open and the slew of guards come pouring in, cuffs dangling from their belt.

"Oh great," 65 mutters as they're whisked away down the hallways. "Another test."

Another test is right. As Miles stares at the new set of doors in front of him in heavy trepidation, he wonders how long he can keep this up.

--

It's late that night -- or, rather, as Miles assumes it's night because they all have finally been led to their cells -- that they finally get a rest. He resorts to lay on the dusty ground, facing the cracked ceiling as his friends move around in their adjacent cells. He's exhausted, his body sore and his mind stretched taut with tension. The others seem just as tired, but he can hear them muttering to each other, making small conversation. He strains to overhear them.

"You ever wonder why he calls us by those name?" Miles identifies the voice as 14512's.

"No," 65 says. "Our names are these. Octavius said so himself." Miles can only imagine as 65 tilts her own metal band in 14512's direction.

Wait.

Octavius?

He sits up so fast, his head spins. 616 reaches through the bars for a brief moment, as if to steady him, before pulling back too quickly to be considered as natural. "Octavius?" He turns in the girls' direction, gripping the bars of the cage so tightly that his knuckles turn white. "Olivia Octavius?"

65 and 14512 stare at him with such utter expressions of confusion that he flushes.

"No," 65 says slowly, like he's a two-year-old who doesn't understand. "Doctor Otto Octavius. He's in charge of all the testing around here. Really smart, but his testing methods are shit."

The last word is said fiercely, her expression twisting into anger. "He's killed so many people trying to find those with Spider DNA, but we have no choice but to trust him, otherwise we'll be killed. He has way too much power here."

"So... like a fear factor?" Miles says and 65 shrugs.

"Yeah. I guess."

Miles nods slowly, adding more pieces to the puzzle. Considering this was an alternate universe, Doc Ock had to be a dude, which explained the Otto part. But the names were still confusing. "Okay, uhm, what do you mean he gave you guys your names? They're just serial codes."

"I don't know my real name," 65 admits, "and I'm sure none of us here do. We probably were caught at some point, because all these new people coming in have to come from somewhere, unless we were created in a lab."

"Which isn't a problem for you," 90214 says, his voice so alarmingly close to Miles, he has to turn to make sure the older man was still in his own cage. "None of you produce your own webs."

"Yeah, well, we love you for who you are!" 14512 says, her voice chipper and bright. "And we're all in this together, anyway!"

90214 doesn't seem convinced; though he gives her a tentative smile back, his hands, Miles notices, are tracing his wrists through his sleeves.

"But anyway," 65 turns her gaze on Miles, who automatically blushes. "You called us by names when you came here. What else do you know?"

Miles hesitates. "I, uh, a lot," he says finally, and 14512 edges closer, pressing against the bars of her cell as she stares eagerly at him.

"What's my name?" She says, and Miles is so used to calling her 14512 that he stumbles.

"I, ah, uh, it's Peni. Peni Parker."

"Peni." She rolls the word around in her mind, testing it out, before grinning at him. "I like that name! It's cute!" She stands, chest puffed out proudly. "Call me Peni then, from now on!"

90214 chuckles, and when Miles looks over at him, the expression on his face something similar to happiness as he gazes at Peni, literally bouncing around in her cell. "How 'bout me, kid?"

"Well, your name is Peter Parker, but we call you Noir to make it easier."

"How would that make things easier?" 616 asks, his face full of curiosity.

"Cause your name is Peter Parker too," Miles says, becoming more confident with each word. Maybe if he helped them recall everything, they would have a better chance in getting out of here.

Peter grins, for once not looking tired and done with the world. "Hey, really? That's cool." He glances at Noir. "Guess we better call you Noir then, to make it safe."

Noir nods once in reply.

"And me?" Miles turns to face 65, who looks both scared and determined at the same time.

"Gwen." Miles says immediately. "Gwen Stacy."

A slow smile spreads across her face as she stares at him, like it resonates within her in a way she doesn't understand. "Gwen. That name rings some bells. I like it."

"Great." Peter claps his hands together. "Now that we're done being all close and--"

"Wait!" Peni turns to Miles, her eyes wide. "What about 8311? Or 928?"

At the mention of 928, Gwen rolls her eyes, Peter shifting uncomfortably as Miles glances over at her.

"8311 is Peter Porker," Miles says, grinning internally as Peter snorts with laughter. "Dunno who 928 is."

Everyone's laughing now, more nervous laughter than anything, but it's laughter nevertheless. It's enough for Miles to relax a bit. Even if they don't remember him, they're still his friends.

They all lapse into a comfortable silence, until a loud clatter startles them all.

"What was that?" Gwen immediately crouches in a battle stance, looking around for the source.

Miles' heartrate spikes as he tries to see in the dark hallway. He has no night vision, but apparently the person responsible for the noise does, because they drop from the ceiling to land right in front of him, grinning. "Hey, wanna get out of here?"

The voice sounds familiar, but Miles can't place it. Not until Peni speaks, her voice full of astonishment.

"928?"

Chapter Text

[Begin Recording. Sender: Otto Octavius. ]

~kzzt~ The Units are starting to gather. I can sense them acting up in the depths of their minds. It's not going to be long before another breakout is staged. I will need to prepare backup.

1610 is most likely the cause of this. We need to give him treatment immediately.

~kzzt~

On another note, the door to the dark maze has been opened without a key. The keypad seems to have been slashed through with something sharp. I will look into that further once we shut down the uprising.

[Recording Ended]

--

"This is 928?" Even in the dark, Miles can tell Gwen is reconsidering her existence. "Where is he? I can't see him."

"The lights aren't on," Peter says stupidly, and Miles hears him shift in his cell, trying to see. "How the hell does this work?"

"How does what work?" 928 drops lightly to the floor and taps something on his wrist. "Lyla, you mind turning on the lights for us?"

In the silence, Miles can hear a tinny mechanical female voice reply, her words indiscernible, and the lights above them flicker on. Miles hadn't even noticed them the whole time he was here, and he was left blinking in the sudden brightness.

928 doesn't look like he's been through anything major. There are no rips in his clothes, no dried blood, nothing. His jacket sleeves are rolled up to his elbows and Miles can see some kind of watch on one arm. He notices that 928 doesn't have a metal wristband like the rest of them.

"So you're 928?" Gwen squints, eyes moving to 928's left wrist, and Miles knows she's checking for a band too. "Where's your nametag?"

"Don't need one," 928 replies, turning to face her and she raises her eyebrows at the sunglasses covering his eyes.

"Wow, Mr. Edgy here," she says, a hint of sarcasm in her voice and 928 smirks. 

"Well, I mean, if that's what's going to get you to cooperate, go ahead and call me that."

Gwen frowns. "Cooperate with what? I don't even know you. For all we know, this could be a test set up by Octavius."

"Octavius, huh? That douchebag didn't even know I was here for a week." 928 grins and turns to Peni. "Chamaca, I advise we get out of here."

"Not without my friends," Peni replies, though her eyes are showing their sparkle. Miles knows that she wants to leave; everyone in the room does. But distrust is something they've all been taught, either through the weird testing Octavius put them through or not, they weren't going to walk out that door with someone only two people barely knew.

"Fine," 928 walks down the hallway to the door and then turns to face them, arms spread wide in exasperation. "You guys with me or not?"

"Explain who you are and why you're here, and I'll decide," Gwen retorts and 928 scoffs.

"Probably not going to believe me anyway, chamaca, but I'll try."

He explains so quickly that Miles has a hard time catching up, but he gets the gist of it.

He's from the future, and he still has his memories (this second part was directed mostly at Miles, as it he knew Miles still remembered his life outside this hellhole). And as far as he knows, Octavius doesn't know he's here, which allows him to sneak around without getting caught. And if they didn't come with him, they would eventually die because Octavius is almost done researching.

When he's done, he just looks at them expectantly. Miles is ready to join him because anything would be better than being cooped up in this cell and being forced to go through tests that he could die from, but Gwen still looks hesitant.

"I don't know--" she starts before 928 sighs.

He walks back down the hallway, gingerly stepping over the blue liquid on the floor, to the other end where a keypad sits locked to a wall. He types in a code and there's a loud clang as the doors to everyone's cells all spring open. There's a shink sound and a crash, and suddenly the keypad is dangling by exposed wires, sparking erratically. 928 grabs the keypad and yanks it from the wall, throwing it onto the floor. At the same time, weird blue lights appear through his clothes and expand outwards, cloaking in a skintight blue suit, red marks on chest materializing out of thin air.

He turns to face them, taking off his sunglasses so they can all see his unnaturally red eyes which practically glow under the light. "There. Are you with me or not?"

Miles is suddenly struck with a realization that this could be the future's alternate universe Spiderman. This is legitimate help, and though the rest of them don't understand what this, he does. And with that thought, he steps out of his cell, his friends watching him in amazement as he sticks out his right hand to 928.

"I'm Miles Morales," he says as they shake hands. Behind them, he can hear his friend slowly emerging from their cells. quiet with astonishment.

928 grins, revealing sharp fangs, and Miles struggles to not stare.

"I know."

--

As it turns out, Peni is right. Not that she's surprised of course, because she's usually right.

She was right when they had to navigate the maze for the first time. She was right when she thought they were going to flood the maze with something to try to get them to move faster. She was right when she said she saw a flash of blue outside, which meant a new arrival.

And now 928 is here, adding to the list of things she currently is right about.

928 knows all of them, their names, their serial codes, all of it. It's slightly creepy to say the least, but Peni is just glad to get out of here.

The stakes are high, 928 tells them, because if he gets caught, no one else will come here to save them. He also tells them they have to split up, which is honestly the last thing Peni wants to do.

"Noir, Peni, you come with me. We need to find some machines. Peter, Miles, and Gwen, you three find the rest of the spiders and Ham and then escape into the woods. We'll meet you there."

Gwen, as usual, has to protest. She's a good person with a good heart, and she wants to be free from this place like the rest of them, but Peni knows she has a habit of questioning everything an adult tells her to do. Either that or someone she doesn't know.

And 928 is both of them.

"Free the spiders? We don't know where they are, or how to free them."

Peter chimes in. "And we didn't even know there were other Spider People."

928 looks unfazed, his mask materializing onto his face. "Well now you do. And we have a plan, so follow through with it."

He kicks down the door and alarms blare almost immediately.

After that, it's chaos.

928 takes off down the hallway, Noir scooping Peni up and running after him. Peni suppresses the urge to press her face into Noir's trenchcoat, and instead calls out to 928 as they run through the facility.

"What kind of machines do we have to find?"

"Mind-wipe machines," 928 responds, yelling over the sirens. "Your minds have been erased by Octavius. We need to destroy those machines so we can't be mind wiped if we get captured."

She notes that he said 'if' instead of 'when', expressing his confidence for whatever plan he has. He's from the future, like her, so he must have some sort of genius knowledge.

"What's the probability for failure?" she yells back.

"I don't shocking know!"

Wow, great vote of confidence there.

Shouts from up ahead cause her heartbeat to rise. If they got caught--

"Shock." 928 grumbles and she sees something strange happen with his hands.

His fingernails lengthen. Or some kind of spike comes from his fingertips. But whatever it is, it's sharp, almost like claws. And right as the guards turn the corner, 928 leaps at them. His claws cut the barrel of the first guard's gun, spilling the blue liquid everywhere. The resulting scuffle causes the rest of guards to be forced backwards as 928 and the first guard try to gain control of the weapon. Finally, 928 knocks the gun backwards, the blue liquid sloshing over the guards, and screams and the sound of sizzling flesh overlap with the sirens. Noir runs forward, shoving aside guards as he follows 928 down the hall into a small room to the left.

"This is where they kept all the stuff they stole from you," 928 says, tossing two guns to Noir, who catches them both with one hand, shoving one into the band of his belt. "Found it when I came in here."

Noir grunts in response, before whirling and shooting a guard in the face as he tried to enter the room.

The guard collapses backwards, and 928 whistles. "Good shot."

"Thanks?" Peni can hear the question in his voice. Killing someone isn't something to be proud of, and she can tell Noir is confused on why 928 even complimented him at all.

But they all learned that in this testing facility, they have to take the strange things head-on or they'll get killed. So Noir rolls with it.

928 doesn't take any weapons for himself, though he does peruse the racks of confiscated items and finds some sort of weird ray gun for Peni. She studies it, and sees that there's a mini dial next to the trigger, and she twists it so the arrow points to 'stun'. She doesn't want to take any lives if she doesn't have to, even after what happened to her and her friends.

“Ready to go?” Noir asks her and she looks up to see him watching her carefully, 928 already near the door, foot tapping impatiently.

“Yep.” She lifts the gun so it’s at the proper angle and they’re off.

Chapter Text

[Begin Recording. Sender: Otto Octavius]

~kzzt~ The Units have escaped with the help of a Spider Person who for some reason isn't registered in the testing area.

The Units have split into groups. One is heading to destroy my life's work. The other going to free my life's work. I don't know which is worse.

~kzzt~ It's time to show them who they're messing with.

They will regret it.

[Recording Ended]

--

It doesn't take long for them to find the mind-wipe machines. 928 knows his way around so well, Peni has to remember that it's probably boring being stuck in a testing facility for days on end.

The first machine she sees invokes some strange feeling inside her. Fear? Anger? She doesn't know, but as Noir tenses as well, she can tell she's not alone in these thoughts.

928 steps forward, investigating the machine. "Yeah, that's it," he says after a moment, and Peni feels a wave of dread for no reason.

"Can we destroy it?"

The machine is basically a casing of wires and metal locks, all intertwined around each other, keypads located on all sides, keeping the machine secure. There's a helmet hovering above the bonds,

"We destroy it all ," 928 says and grabs the machine, hoisting it above his head before hurling it at the wall. Locks bounce off the chains, wires snap, and the entire machine explodes. Peni shields herself from the wave of dust and flying shard of metal and when she looks back up, the machine is completely gone, crumbled into dust.

928 dusts off his hands and crouches near the pile of debris he just created. "Lyla, give me a visual scan of the facility," he says reaching into the pile of machinery and pulling out something round and glowing, though as he tugs it out, the wire connecting it to who-knows-what snaps and the light sputters and dies. He frowns at the device and places it under a huge screen hovering above him. "And scan that for more machines."

There's a whirring noise and a holographic woman comes into existence on a screen in front of them, large heart-shaped sunglasses covering her pale, light-skinned face. Her eyelids are slightly lowered in some way that gives off waves of attitude and sass, and Peni immediately takes a liking to her. She wears a huge fur coat, which barely moves even as she turns -- and glitches, because she's a hologram -- and speaks. "There are approximately twenty more of those mind-gizmos through the facility," she says. "Though you destroyed..." she pretends to count on her fingers, "..one out of the twenty."

"Yeah yeah, I know, we're slow," 928 grumbles, rolling his eyes. "Do me a favor and enter the systems."

"And destroy the rest of the machines for you?" she smirks, obviously aware of the power she's given here. "Don't count on it, Mi--"

928 cuts her off with a look and Lyla fizzles out, dissolving into glowing specks which dart away across the screen.

"Alright, we need to go find--"

928's words are cut off by an explosion ripping through the walls. Peni's grip on Noir loosens, and she flies back, smacking into the TV screen, pain shooting up her back. She winces and falls, barely managing to miss the pile of rubble below her as dust swirls around the room. She can't see, but she can hear the sounds of a fight going on around her. There are bangs, gunshots, the familiar thwip of webs as, presumable, 928 and Noir fought off whatever waves of security were coming in via explosion.

Then something cold and metallic wraps around her waist, snaking around her so tightly, she loses her breath and blacks out.

The last thing she hears is her name being called, desperately shouted from Noir, who sees her as she's taken away.

"Peni!"

--

"This place is a mess." Peter looks absolutely done with everything, even as they run -- read: swing --  for their lives, with about thirty guards out for blood behind them.

"No kidding," Gwen says, giving Miles a look like wow, glad he noticed .

Miles gives a slight smile in response.

They have no idea how to navigate through this place, a detail 928 apparently overlooked. So now they're stuck running through a tangle of corridors. With a trail of guards after them.

Miles isn't used to swinging in such a narrow space. The ceiling is high enough for them to swing, and it's faster, but the walls are very close together. He fumbles his next web and a guard's hand closes around his ankle. Gwen solves that problem, however, by dropping back to roundhouse the guard in the face, his gun flying out of his hands and skittering away across the floor, blue liquid splattering all over the ceiling.

The corridors are flashing red, making it hard to discern colors from one another, but Miles really isn't bothered by that. What he's worried about is the alarmingly increasing accuracy of the guards' guns.

"Can we shake them off if we split up?" he shouts over the alarms.

"That is a terrible plan!" Gwen yells back, her voice barely heard over the sirens. "We're already split up enough!"

"Here!" Peter suddenly shouts and a hand grips Miles' collar and drags him backwards down a rather narrow hallway. Miles fully expects the guards to follow them but instead, they run right past the intersection.

"Wha--"

"Secret hallway," Gwen explains appearing at Miles' side out of nowhere.

"And how'd you know this this existed?" Miles looks to Peter for answers and the older man shrugs.

"I had an instinct. I feel like I've been down here before." Peter turns and starts walking down the hallway, Gwen and Miles hurrying to keep up.

They can't hear the alarms anymore, the light fading to a dim blue, almost white, as the area widens into a regular-sized hallway. There are bars lined along the walls, much like Miles and his friends' cell block. As the three of them make their way down the hallway, they can hear voices. They're slightly muted and hushed, more like whispers than anything else.

"Hello?" Peter calls out, his voice echoing through the place, eerily bouncing back to them.

Hello? Hello? Hello?

The voices cease almost immediately and Miles shivers.

"Who are you?"

Gwen stiffens besides him and Peter bends his knees, going into an instinctive crouch.

"What do you want?"

Miles swivels, looking for the source, but finds none. He's getting creeped out, but something tells him that whoever is here could probably help them. Otherwise, he reasons in his head, they would be dead already. "My name is Miles Morales, and they are Gwen Stacy and Peter Parker--"

"Peter Parker?"

The voice comes from directly behind him this time, and Miles whirls to see a young teen dressed in a Spiderman outfit waist-up, his bottom half clothed in white pants. He offers a slight smile before focusing his attention on Peter. "My name is 50101, but Octavius hasn't bothered to wipe my memories yet, so I guess I'll have to introduce myself as Pavitr. Pavitr Prabhakar."

"Wait, so their memories were wiped?" Miles jerks a thumb back to the Gwen and Peter and Pavitr focuses on him.

"I believe so, if they don't remember anything," he says carefully. "The others here haven't been wiped either, except for a select few who managed to escape once."

"The others?" For the first time, Miles notices other Spider People clustered along the walls, all staring at him. Some are in costume, some in civilian clothes, and some in between.

"Yeah." Pavitr points to a computer monitor at the end of the hall. "That opens the cells, by the way."

"You're ready to go? Just like that?" Gwen seems incredulous. "This place is a nightmare."

Pavitr shrugs. "We've been stuck here long enough, haven't we?"

The question is directed to the other Spider People, who all mutter agreement. He turns to Gwen, smiling widely. "There. You have your answer. We will help to get everyone to escape."

Peter smirks as he walks over to the computer monitor, the screen lighting up as he draws closer. "Well then, let's give Octavius some hell in return for what he did to us."

--

Peni wakes up in bonds, the metal and cording digging into her skin. She wiggles experimentally, struggling to get her bearings.

Her heart nearly stops as she realizes she's confined in one of the mind machines.

She's stuck. Really stuck. This isn't good.

Tears prick in the corners of her eyes and she tries to keep them in. She feels helpless, unable to do anything. If she gets her memories wiped again...

Though no one is in the room with her, the room seems more menacing than ever. She glances down at the chains binding her, eyes scanning over the keypads attached to her. If she could get her hands free, she could work the keypads and free herself--

She freezes as footsteps echo in the hallways, resonating closer to where she's trapped. She tugs on her bonds in desperation, writhing to try to escape.

"Peni! Are you okay?"

"Noir?" Her voice is cracked, broken, but the wave of relief that washed over her when she sees him is what makes it worth it.

He rushes over to her, investigating the bonds. "928's in the hall. We destroyed two more rooms of machines, and the hologram dame is currently working through her fifth one."

"Thank god," she whispers, and Noir can see the tear streak on her face. He gives her a tentative smile.

"We'll get you out of here. Hold on."

928 comes through the door, eyes wild, hands clutching fistfuls of wires, which he drops as he approaches Peni.

"928, can you get her out?" Noir asks and 928 grins at him, though he seems slightly distracted.

"Yeah, old timer, I got it."

He wrenches various cords out of the walls, sparks flying from the severed plugs.The first lock falls off, shattering against the concrete floor. The bonds loosen bit by bit as 928 pulls off locks, entering in keycodes faster than the eye can follow. Noir helps by shooting the bonds farthest away from Peni's body as he can, though his eyes keep darting to the open lab door.

Peni, sensing they’re running short on time, stays silent, though her mind is buzzing with questions. How did they even figure out where she was? Did they know how much danger they were putting themselves in by being here?

"Shock!" 928 hisses in pain as a plug sparks into his hand. There's a shink sound and his claws slice through the remaining cords. There are only a few locks left on Peni's bonds, and she tries to help by pushing them taut while 928 yanks on the keypads, fingers flying over the keys.

"928," Noir says warningly, in that voice Peni knows well enough that his Spider Sense is acting up.

928 keeps going, either by sheer determination or by stupidity, Peni doesn’t know, but her worry increases with each second. Noir is fingering the second pistol in his belt, finally taking it out, the click as he takes off the safety barely heard as the walls explode.

Two mechanical arms erupt from the sudden cloud of dust and plaster as lab equipment fall and shatter, spraying glass everywhere. One yanks 928 backwards so forcefully, he flies into the wall with a sickening crack and falls to the floor, motionless. The other wraps around Noir, squeezing him hard enough that he lets go of his gun, which goes off once it hits the ground.

Doctor Otto Octavius hauls himself into the lab, grinning from ear to ear. His mechanical limbs clank and shudder as they retract and coil, leaving one to keep a firm grip on Noir, the other reaching through the rubble to grab 928, who's still unconscious, and hoists him up by one arm.

"No!" Peni struggles to break free of her remaining bonds as Ock hums, dropping 928 to open the remaining cell-cocoons. He shoves Noir inside one, and drags 928 into the other. The chains click shut and the helmets lower onto their heads.

Peni feels tingly, the movement branching from the roots of her hair, and when she looks up, she can see another helmet lowering itself onto her head.

No. No no no no. He was gonna wipe her memories. She couldn't forget this, any of this.

She wishes Miles, Gwen, or either of the Peters would come into the room, maybe help her break the last few locks, but the twisted smile on Ock's face tells her that they won't be coming anytime soon.

"Looks like your friend forgot to cut the last wire," Ock says, grinning. He gestures to the thickest wire intertwined through Peni's arms, locking them in place. "His and your funeral both."

And then the visor slides into place over her eyes and Peni plunges into the vast space of memories.

--

The void used to be her hiding place, her way of telling herself scenarios to fill her lack of memories. She constructed false memories for herself, based on assumptions and fantasies. But now, the void was full of glowing object, bright screens showing her past events in her life.

No. Not her life. This extended beyond what she ever experienced. She sees herself working on some type of robot, a spider perched on her shoulder. She sees a huge machine, sending cars, buildings, and random objects flying through the air, glitching wildly. She sees her friends, dressed in strange costumes, peering into some kind of banquet room. She sees it all.

And she remembers.

Her name is Peni Parker. She's from New York. The year is 3145, and she isn't supposed to be here. This is another universe, an alternate dimension. She has a psychic link with a spider who lives inside a robot. Her father's robot. Her father, who is dead. Her friends, who are alive. Her friends, who she sacrificed everything for, as they did the same for her. Her friends.

She's going to forget it all.

She's going to forget and she doesn't want to. How many times has her mind been wiped? She dives further into the memories, the glowing bits and pieces of her life, to try to find the answer.

Once. Twice. Three times.

This will be the fourth.

She doesn't want it to be.

She gasps as the memories shatter, watching in horror as they scatter into the blackness around her.

She sits there, numb, in silence. She doesn't want to forget, she doesn't want to forget, she doesn't--

But the brightness comes back. This brightness, this one is different.

It's white. Black and white. She immediately connects it to Noir.

Noir. The man who risked everything to save her back at the collider. She remembers that now. The man who she was drawn to by the child inside her who desperately wished for a father, a father who was alive, not dead.

She drifts closer to the lights, reaching out to touch them.

And suddenly she can see his memories, all of them. His life in 1933, his origin, his sudden realization that not everything had to be dark and grey in the world. She herself was in his memories the most, standing out like a beacon in a stormy night. She taught him to love.

There's another flash behind her, this one red and blue, much like her own world, except the sense is brighter, more neon and vibrant, but at the same time, broken and destroyed.

She turns and sees 928's memories.

His are not as disturbing nor as emotionally invoking as Noir's, yet she can see his soul shining through in each moment of his life. She can see how he went from being a douche to someone who actually cared. She sees his character development like a storybook, unfolding before her like something from the movies. She can see him observing her friends' antics, his decision to open the portal to Ock's lab himself, his drive in trying to help them through the tests.

She acquires his name from a memory of a holographic woman: Miguel O'Hara.

The memories spin, condense into small balls, and she reaches for them, unsure of what exactly she's supposed to do with them, but the importance of catching them overwhelms her.

She takes hold of one. It's cool, slippery, but the longer she holds it, the more it warms, eventually becoming too hot to touch.

Still, she hangs on.

She holds on like it's her own memories, even though she knows hers are long gone. She doesn't want anything to go away. She wants all of this to stop. She wants to wake up from this nightmare.

The light grows brighter, blinding her, yet her hands remain stubbornly clasped on the memory. Something tickles her arm, pulling her from a thread, keeping her stabilized as the light grows brighter still.

Then it implodes, and everything goes dark.

It's gone. It's all gone. The memories: her, Noir's, Miguel's, all of it. The void is empty, and she feels like something has been ripped out of her. She can't see, but she can still use her voice.

She screams.

And then it's gone. All gone. She's back in Ock's lab, staring blankly through a tinted visor, watching the doctor scuttle around his lab, adjusting schematics. Her first instinct is to yell at him, yell for taking away her memories, for ruining her life yet again.

But then she realizes: she still remember s .

Something went wrong in the process, because she still remembers everything. Nothing is fading, nothing dying, and for once, she feels at peace. What happened? She turns her head as best she can to look over where Noir and Miguel are being held, both conscious now, and watching Ock with scrutinizing looks.

The doctor hasn't noticed them yet. Peni decides to make the best of the situation.

She reaches into the depths of her mind, recalling a friend she had forgotten and abandoned since she was here.

Her spider.

The psychic link is still here, but barely. Each memory wipe stretched it, sliced through each individual strand one by one. But it's there, still holding, and Peni calls out to her spider.

Come here. Please. I need you.

She waits. She's not even sure if her friend will come. It's been so long.

But then she hears the scuttle of familiar legs crawling along metal, and the familiar light pressure of the spider suddenly appears on her arm.

Hey little guy.

She's ready to apologize to it, but there isn't a need. The spider understands her. It always does.

Chapter Text

[Begin Recording. Sender: Otto Octavius]

~kzzt~ Let's hope everything goes to plan. I have successfully rewiped Units 14512 and 90214's memories and included that infiltrator who has eluded us for a while.

~kzzt~

[End Recording.]

--

[Hello Miguel.] Lyla's voice echoes in his head, somehow sounding snarky despite her cool tone. [I have reversed the process of the mind-machine. How was the trip?]

The trip into my own memories? Not great.

[I mean the others' memories, Miguel.] Lyla sounds slightly exasperated now. [I did not know the outcomes of this process, but it seems you have understood their pasts?]

Yeah yeah, just figure out a way to get out of here. He doesn't have time for this. Miles, Gwen, and Peter are probably running around the facility, confused. He mentally kicks himself for not telling them where to go.

[They have figured it out.]

Wait, what?

[They found Pavitr and the others. They are breaking them out right now. Alarms are imminent.]

Almost as if on cue, more alarms, in addition to the red flashing ones, started to blare. Ock's head jerks up, and turns to stare accusingly at the three captured Spider People.

"What did you do this time?" The comm-tech on his ear crackles and he growls into the receiver with a voice meant to kill. "What?" He pauses, sighs, and rolls his eyes. "Fine! Get your asses out there and subdue them!" There was another pause before he groans. "You idiots can't do anything right."

It's a miracle, really, that Ock decides to leave the room under the impression the Spiders are going to stay where they are. Because as soon as he's gone, there's a chittering noise and Peni breaks free of her remaining bonds, her spider skittering from her shoulder to work at Noir's bonds. It only takes a few minutes before they're all free and out in the hallway.

Miguel hears Noir mutter to Peni as they dash through the facility: "You remember everything too?"

He can see Peni nod out of the corner of his eye.

So they had their memories back. There was no need to destroy the machines if Lyla could reverse the effects done to the captured Spider People.

How many have you reversed?

[About fifteen.] Miguel can just see Lyla smirking in his mind's eye, and he forces down a grin.

You're fast. No, he definitely wasn't smiling.

[You flatter me.]

Footsteps.

Miguel abruptly comes to a halt, Noir doing the same, Peni nearly skidding into Noir.

They aren't guards, because these footsteps are more staggered and casual, accompanied with the heavy breathing that could only come from one person.

"There you guys are!" Gwen comes into view first, Miles and Peter right behind her.

"Figured," Miguel says, a smirk crossing his face. "I could tell by Peter's labored breathing."

"Shut up," Peter grumbles. "We freed the Spiders, and they're wreaking havoc. As soon as we can, we're getting out of here."

"How are we even going to do that?" Miles interjects. "We have no way of creating a portal to get out of here!"

"There's a portal at the end of the forest, remember?" Gwen says, but Miles still looks dubious.

"The portal probably closed by now."

Miguel solves the problem by sending Lyla to check on the portal.

[I'm picking up high energy levels from the interior of the forest. It does not relate to any portals, though the area is for attracting and pulling intended portals off track.]

So you're saying we can make a portal there?

[Only if you can find something to make a portal with.]

"Do you have anything to make a portal with?" Miguel says aloud to no one in particular, though Miles seems to take the question to be aimed at him.

"It broke as soon as I came here," he says apologetically. "I left it in the snow."

"We can probably find it and fix it," Peni says, looking eager to get out of this place. "I remember how they work."

Miles' head jerks up at the word remember and Miguel catches his eye and nods slightly, tilting his head towards Noir and Peni. Miles gets the message, his eyes going wide, his expression almost childlike wonder. When they get moving again, he drifts closer to Miguel.

"Hey, man, 928, how did they get their memories back? Can we get Peter and Gwen's as well?"

Miguel just grins at him. "You bet. Also, call me Miguel."

--

On the way to find more of the strange mind machines, Peni learns three things.

One, Lyla hacked into the machines' networking and reversed the process.

Two, the mind machines aren't a priority anymore because they're all relatively harmless, thanks to Lyla.

Three, they need to return Gwen and Peter's memories.

They run into a random Spider Person in the hall, his outfit foreign, but still inexplicably Spiderman. Peni decides, based on his outfit, he must come from Asia.

He shouts unintelligible words to Peter, who nods and points in the opposite direction, and the Spider Person runs past, followed by at least ten more people, with the addition of about three guards.

"They're trying to find a way out!" Peter relays to the Spider Gang, his voice barely heard over the sirens. "We gotta keep moving!"

"In here!" Miguel gestures to a room to the right and they dart inside. "Peter, Gwen, get into the machines and pull the helmet onto your head, Lyla will give you your memories back. Miles, Peni and Noir, follow me. We need to find a way out."

Peni's spider chitters in her ear and she translates the message. "My spider says you can just use the guards' weapons to blast a hole in the wall. The chemicals are strong enough to eat through concrete and metal."

"Great." Miles doesn't need to look down the hallway to know that there aren't any guards in their vicinity. They're probably all busy chasing the others, Peni reasons silently, and her spider chits in agreement.

Noir ventures further down the hallway, guns drawn. He pauses at the end briefly before diving out of sight, and the corridor is lit briefly by gunfire, blue liquid splashing onto Peni's shoes as she hurries towards him.

"Noir!"

He emerges, relatively unharmed, holding a guard's weapon, gently nudging her shoulder so she turns around, but not before she can see a body behind him, blood trickling across the tiled floor. "Peni, can you hold this for me?"

The gun slides into her hands and she finds the trigger, turning to aim at the wall. A jet of blue liquid shoots out of it, boring into the wall, and she watches as it slowly burns away half of the wall, creating a hole big enough for them to pass through.

"Great job," Miguel says, before he passes her through the hole, disappearing into the snowy whitness of the forest, Miles at his heels. She hesitates before following.

--

Noir hasn't gotten used to color yet. His memories used to be all color, but now, as the hologram dame had apparently recovered his past, he understands the importance of color.

The snow is white. The trees are brown, strikingly dark against the pale background. The flakes crunch under his feet, not unlike New York snow, except this is fluffier, less sludgy and slippery. He keeps one eye on Peni, who runs ahead, and the other on Miles, who is moving at the pace of someone who wants to get away from here as soon as possible.

The facility behind them seems to be increasing in sound the farther they go, and he finds himself full on sprinting, the other Spiders keeping pace easily.

A thwip behind him triggers his Spider Sense and he whirls to find Gwen and Peter swinging above them, both wearing expressions of amazement.

"Did you get your memories back?" Peni shouts, her face mirroring her friends' glee.

"Did we?" Gwen calls back, laughing. Her voice echoes in the forest, high and bubbly laughter escaping her lips as they swing. The snow glitters below them, the sun shining across all of their faces as the move farther and farther away from the source of all their troubles, their trauma.

Noir dares to hope that they can get out of here quickly.

He doesn't hope hard enough.

--

There's a bang, like a gunshot, and Gwen flinches automatically, twisting her body as her Spider Sense goes off. A metal tentacle shoots past her, burying itself into the nearest tree.

"Guys! Watch out!" is all she has time to say before the facility explodes behind them, Spider People running into the forest like millions of ants, guards somehow shooting bolts of energy instead of blue liquid, and above it all, the man who caused the entire shithole in the first place.

"Doc Ock."

She releases her web, Peter moving in sync with her movements, her friends coming to a halt, turning to face their enemy.

The doctor laughs, the sound gravely and maniacal. "Oh, you Spider People are just hilarious, thinking you can get away so quickly."

"Stuff a sock in it, Ock," Peter grumbles. "You captured us, brainwashed us, what more do you want?"

"I want to continue my research," Ock says casually, as if there isn't a battle going on around him between the Spider People and his guards. "That's all I want. So how about we head back and do a few more tests before I let you go, eh?"

Gwen clenches her fists. The nerve of the guy! "We're not going anywhere with you."

"I wouldn't be so sure about that," Ock says, humming lightly. "I can still experiment on you when you're dead."

On the last word, one of his tentacles lift into the air, and a glass jar materializes above it. Ock catches the jar deftly and holds it to show the Spider Gang.

"What the hell is that?" Noir asks, and when Gwen turns to glance at him, she sees Miguel's brief reaction of horror.

"It's a symbiote," the futuristic Spider explains. "It bonds to people like a parasite and gives them gross goop powers."

Ock looks somewhat annoyed at Miguel's explanation. "Yes, sure it does that."

"You aren't thinking of letting it bond with you?" Peter says disbelievingly right as Ock twists open the lid of the container.

"My intention is for it to bond with me, yes," Ock says mildly, as he pops the lid off and lets it drop into the snow.

There are a few seconds of silence before the container turns black and goopy, and something shoots out of it, heading straight for Gwen's face.

She shrieks and dodges, rolling to lessen the impact, and looks up right as the symbiote attaches itself to Noir's left arm.

"Oh god," she hears Miguel say, right as their friend quite literally explodes in a mass of black and white goo.

Chapter Text

[Begin Recording. Sender: Pavitr Prabhakar.]

~kzzt~ We escaped. Doc Ock has abandoned his recordings for now. There are many files on his research and I'm taking them all. I will destroy them if they reveal too much information.

The Spiders who helped us go: Peter Parker from Earth 616, Gwen Stacy from Earth 65, and Miles Morales from Earth 1610 are forever in our debt. If we somehow get out of here alive, I will be sure to thank them. If I have to make a device to find their universes individually, I will.

~kzzt~

[Recording Ended]

--

This is not right this is not right this is not right.

Noir staggers backwards, his head erupting in voices.

There are screams, shouts, signs of battle around him, yet there's this voice in his head he can't get out.

Peter Parker.

Shut up, he tells the voice without further hesitation. His body jerks forward, not on his own will, and he's stunned into silence.

The idiot doctor thinks he can command me. You should be lucky I chose you instead.

His left hand raises on its own accord, and Noir watches it happen, a prisoner in his own body.

I assume you are having trouble with this stupid meatbag. It sounds a bit frustrated, but Noir is more concerned about this voice, this one that reeks of death.

Yeah, what about it? Who are you?

Black goop materializes on his shoulder, pulling outwards into the vague shape of a head, white eyes narrowing slightly, mouth opening to display sharp teeth. I am Venom. We are Venom.

Noir has only a split second before the goop contracts into his body, suddenly erupting like strings, thickening into chains that contort and twist around him, covering his face, torso, arms, legs--

His mouth opens, and he laughs, but the sound that comes out isn't his, doesn't belong to him. His body has changed. It's dripping black goo, moving on its own will, and when Ock notices them, his expression changes from smug delight to horror to anger all in one fell swoop.

Noir would think it's funny if he wasn't too busy trying to get free of this strange sort of mind control.

Two of Ock's tentacles shoot outwards, tips pointed together in some kind of deadly blade. It's faster than Noir's eyes can follow but two things happen at once.

One: his Spider Sense goes off and he tries to move aside but the goop thing won't let him

Two: His arms raise and he somehow catches the mechanical limbs, one in each hand, and pulls, wrenching Ock backwards so he's overtaken by a group of Spider People duking it out with three terrified guards.

And suddenly Peni is there, her eyes wide. "Noir?"

Noir tries to speak, to tell her not to be scared, that he's fine, it's just that this disgusting parasite--

Not a parasite. The voice rumbles in his head and Noir ignores him, still struggling for control.

Just let me tell her I'm fine.

The gross thing -- the symbiote? Venom? -- retracts only reluctantly to allow his face to be free from the goop and Peni staggers back in horror. "What--"

"Peni," he says quickly. He has no idea how long Venom will give him. "I'm fine. You just need to get the portal open so we can get out of here."

He can see the questions forming on her face, but luckily for him 928-- no, Miguel was his name, was it? -- pulls her away. The goop slides back into place over Noir's face and Venom takes full control.

You are a competent fighter, but together we are stronger.

Yeah, says the thingamabobber who just attached itself to my brain. I don't need any more voices in my head.

Noir launches himself forward, again, not in control of his body, and picks up a guard, launching him bodily across the area to smash into a tree. His arm -- Venom's arm -- shoots forward to catch another guard's gun before he can fire, twisting the barrel to resemble some strange pretzel before he leans forward to quite literally eat the guy's head in one bite.

Did you just eat that person's head?

Venom sounds indignant, like a petulant child. Been trapped for two years. You would be hungry too.

Noir just sighs, not even bothering to fight for control as Venom scatters guards like they're bowling pins. He supposes that having this symbiote in control is better than nothing. They need all the help they can get.

--

"Over here." Peni tries not to look at Noir, who has turned into some kind of goopy black thing with too many sharp teeth, as Miguel tugs her back to a suspiciously large pile of snow.

Feeling stupid and useless, she kneels besides him as he plunges his hand into the snow and pulls out something very familiar.

It's Miles' portal device.

"You used these to get around?" Miguel squints at the device. "No wonder it broke once you got here. Ock made electromagnetic fields to disrupt anything you guys could use to escape."

"So can you fix it or not?" Peni's itching for her mech, for something to help her friends. She hates standing around and doing nothing. Blaster fire and webbing fly through the air around them as Miguel slices open the watch.

"I can't rewire it to work with the fields Ock has here." The bitterness in his tone is evident and she realizes that he wants to be in the thick of things as much as she does; it's the curse of being smarter and from the future, she realizes, and if it were any other time, she would giggle at the irony. Miguel draws her back with "I'm a geneticist, not an engineer."

"How'd you get here in the first place then?" she asks and Miguel glances at her.

"Lyla did all the hard work," Miguel says wryly and she grins in response.

"I can probably rewire it," she says finally, taking the watch back. "But I don't know how it would work with the design."

"Better to try," Miguel tells her, "than not know at all."

She huffs in response. She supposes he's right. She does want to get out of here, and there's no harm in trying, but she wants to fight. Her spider chitters on agreement.

"Heads up!" A Spider Person yells across the battlegrounds, and there's a loud thwomp as a guard flies over their heads, blue liquid flying everywhere from her leaking gun. Miguel growls in response and picks the guard back up, launching her back at the Spider Person.

"Keep the damn fight away from us! We're trying to get everyone home!"

Peni has to give credit to the Spider Person for meeting Miguel's frustration, though they do back down. "Yeah, yeah, future boy."

Miguel rolls his eyes and turns back to Peni. "How quickly can you work?"

Peni hesitates, her eyes flicking over the battle behind them, catching sight of Ock wrapping a metal limb around Miles and raising him into the air. She gives a little shriek of horror and Miguel turns in time to see a huge hammer come from nowhere, smashing Ock forward into a cluster of trees with a grunt, Miles slipping harmlessly from his grip. The name slips from her mouth before her mind can even register it.

"Ham!"

The pig in question lands -- or rather, he floats -- next to her, grinning from each to ear and Peni can't help letting out a delighted laugh. "Hey Peni."

She would hug him if Miguel didn't clear his throat and nod towards the device in her hand. "Sorry, I gotta work."

"Ah, kids these days," Ham winks up at Miguel, who watches him with an amused smirk on his face. "They're always working."

Miguel just scoffs. "You get your memories back too?"

"Yeah, thanks to that holo-lady," Ham says. "From what I know, she's your assistant or something, so guess I gotta thank you."

"Hopefully you thanked her first," Miguel responds, and Ham looks offended.

"Yeah, I did. Who do you think I am, kid, a pig?"

Miguel doesn't point out that Ham, in fact, is a pig, and from the faint thwip, Peni deduces that Ham has made his leave into battle.

"Oh my shocking god."

Peni, hands still wrapped around wires, looks up in time to see Miguel looking down at a massive cannon-like gun that somehow landed in his hands. "What is that?"

"Dunno." Miguel hefts the hunk of metal upwards to look for a trigger, and, evidently finding it, aims it at Ock, who's busy yelling at a bunch of guards to get him backup. "We'll find out."

The resulting spray from the gun creates a recoil that rocks Peni forward, who isn't even holding the gun, though Miguel stays standing.

The initial shock of the situation is rubbing off now, and Peni instead feels exhilaration. Her adrenaline is running high, and it’s pushing her euphoria to the point where she’s believing she can get away with anything.

And maybe they will.

She connects the last wire and the device sputters before the light flickers on, green and beautiful against the frozen ground. “Got it!”

“Awesome!” Miguel wrenches the huge gun to the left, spraying Ock’s guards with bullets. “Can you open a portal?”

She tries, she really does, but the portal doesn’t open. The wires had been reconnected to different parts of the device in order to accomodate the electromagnetic field, so she has no idea how to work it. She frowns at the device.

“No.” Her disappointment is blatantly obvious so Miguel lets go of the gun and turns away from the battle in front of them.

“Here. Twist this dial to the—“

His last words are cut off by a strangled gargling noise and something wet and crimson lands on the device.

Peni looks up in surprise and is met face to face with the bloodied tips of one of Ock’s mechanical arms. “Miguel?”

Miguel meets her eyes, and together they slowly look down to where the arm is protruding from his chest. Blood drips from the wound, sizzling into the snow around him.

There’s too much blood.

Too much.

And then the moment is broken and everything speeds up again. Ock rips his arm from Miguel and the Spider falls forward, blood pooling around him. Peni screams, scrambling backwards, clutching the device in her hand. Miguel is motionless on the ground, the others are busy fighting, she’s going to die going to die going to—

“I believe that belongs to me.” Ock lands in front of her, stretching out one of his real arms for the device.

She responds by clutching it closer to her chest and pushing herself backwards the slightest inch, scrabbling in the snow.

Ock’s expression is unreadable as he draws closer to her. “Give. It. To. Me.”

And then suddenly he’s being thrown through the air, Miguel standing behind him, dazed and bleeding from the massive wound in his chest, but still strong enough whip Ock thirty feet backwards where he crashes into Venoirm. The symbiote almost immediately detaches from Noir and pins the doctor down, splitting in half to show all of its teeth.

Peni gasps for air, fumbling with the device. She and Miguel lock eyes for a split second before he’s beside her, still bleeding everywhere but somehow still able to talk.

“Twist the dial so it hits 30 degrees from the center, then press the button.

She does as she’s told and a bright red and blue portal appears right in front of them.

“Guys!” she shouts, “The portal is open!”

There’s a mad rush for the portal as all of the Spider People immediately stop whatever they’re doing and swing, run, and dive into the swirling mass of color. 

Peni watches them go, goodbyes hanging from the tip of her tongue as she realizes this could be the last time they all see each other again.

And then Noir is next to her, along with the rest of her friends. “You two ready to go?”

“Go on ahead without me,” Miguel coughs and when Peni focuses on him, she’s alarmed to see blood trickling from the corners of his mouth. Still, he stands, wobbling slightly. “You need someone to watch the portal from this end; make sure they don’t get out.”

It's a lie. It's all a lie. Peni can see it on his face, the resignation there. He won't make it, even if he escapes with them or not. They won't be able to get to a hospital in time, he wouldn't be able to heal in time, nothing would be in time.

She can feels tears pricking in the corners of her eyes but she forces it away.

"You can't do that." Gwen says, her voice full of disbelief, not realization, and Peni knows that Gwen can't see what Peni sees in Miguel other than a self-sacrificing Spider Person.

Miguel gestures to Ock, who’s wrestling with Venom, and the rest of the guards who are in the middle of picking themselves back up. “They won’t give up until they go through.” He turns to Peni, red eyes on brown. “Turn the dial the other way to close the portal once you’re on the other side.”

“Wait, no!” Miles shoves himself between them, expression stubborn even despite the imminent danger they’re all in. “There has to be another way! You can come through with us and—“

A bolt from one of the guards’ guns comes sizzling past them and it brings all of them back to the present. They could die here.

Peni feels her anxiety rising. “Guys we gotta go.”

She doesn’t want to leave Miguel behind, hell, he was the one who got them out of this place anyway. But though she’s only known him for a few hours, she knows that this isn't something she can change his mind on. If they don't get out of here now, they will die.

As if sensing her worry, Miguel grins at her, his teeth stained red. “Don’t worry, chamaca, I was planning on retiring anyway.”

And then he releases a web, wrapping all six of them into a tight bundle, and then they’re flying forwards into the portal, Miles shouting in protest, Gwen screaming, and Peni closes her eyes as the portal envelopes them, unable to watch Miguel disappear from view.

But she opens her eyes anyway, and Miguel’s watching her, sunglasses cracked, blood gushing from his wound, and he raises his hand in what seems to be with his last reserve of strength to salute her.

And then he’s gone.

They land hard, rolling over several times before Peter rips through the webbing and sprints towards the rapidly closing portal. It vanishes right as he gets there and he growls in frustration, slamming his fist into the wall that was behind it.

Peni pushes herself to her feet, heart pounding from the aftermath. Her clothes are splattered with blood — Miguel’s blood — and she feels dizzy with both horror and relief, but she walks over to where Peter is busy venting his anger into the wall and puts a hand on his waist. Ham nudges his way in between them, wrapping an arm around both, and then Gwen’s there and then Miles and Noir and then they’re all hugging.

She doesn’t know who starts crying first, but she allows her own tears to flow, trickling into her shirt, mixing with the blood there, as the sun slowly rises into the sky behind them.

Chapter Text

[Begin Recording. Sender: Pavitr Prabhakar]

~kzzt~ We are currently attempting to find the universe so we can prevent anyone else from being stolen from their dimensions.

Any further attempts will be recorded, but so far, we are unsuccessful.

~kzzt~

[End Recording]

"Lyla?" He sounds like he's underwater, his voice garbled slightly and muffled. She knows by now that it isn't because of water. It's blood. Blood in his lungs, mouth, everywhere.

A scan of his body reveals massive organ damage, internal bleeding, and yet, and yet he's still standing. Lyla knows he's only alive because of his determination and his spider DNA trying its hardest to keep him where he is.
She allows some of her emotional programs to slip into play. "Yes, Miguel?"
"Do me a favor--" His voice breaks off and there's a thud that indicates him falling to his knees. The battle that has been going on around them previously had faded, but the clang that echoed in Lyla's hearing processors told her that he was back in the facility, the place where he had risked his life to help the Spiders escape.  "--and go back to 2099. Keep monitoring the Spiders. I think you can--"
He coughs, and activates her holo, allowing her to pop into existence on his wristwatch. She can see the blood trickling from his mouth but says nothing of it.
"You'll be able to find Peni. I think. Help defend the multiverse. If you--"

"Shh." Lyla stares up at him, the man she'd assisted for what seemed like forever, but was only maybe a few years. He'd changed so much, and didn't deserve to die alone, in a place of hell. His eyes widen slightly at her interjection, but he falls silent.

"I will help your friends protect the multiverse," she promises. "You have my word."

He nods slightly, satisfied, and slumps back against the wall. "That's.. good. Thanks, Lyla, for everything."

"You're welcome, Miguel." Her constant monitor on Miguel's heartbeat suddenly plunges, flatlines. She looks up at him, from a awkward position from his limp wrist. She gives his body a faint smile of fondness, eyes going blank as she prepares herself to return to her time. "My pleasure."

He doesn't answer.

He never will.

--

She never, not even once, considered what would happen to her if Miguel ever died. She assumed that he would implant some kind of self-destruct in her, something to make sure her coding and personality, and everything about her was never found.

But he surprised her, because though he had threatened her many times with the concept of her demise, he didn't have the heart to follow through.

Not that she was surprised, nor was she disappointed, because she much preferred to stay in existence than to be shut down. Though, with Miguel gone, she has no directive to do anything other than his last orders.

Find Peni .

The girl was what, at least ten years old, no older than sixteen, yet she's already seen so much more death than she should. All of the Spiders have some way of of meeting tragedy early, she decides as she browses through the various records Miguel left on each universe.

Peni Parker. Earth 14512.

She narrows in on the universe, a blinking dot in a vast web, but large enough to encompass a whole new dimension.

Peni Parker. Peni Parker. Peni Parker.

The name flashes through her memory drive the closer she gets, the farther she hurtles into the unknown.

Peni Parker.

--

"Peni Parker."

She hasn't slept in days, weeks, and was it only just a month ago? She hasn't been able to find the universe they had been stuck on experimented on, memory wiped on. Miles and the others assured her it wasn't necessary, but with Pavitr contacting her nearly right after they escaped on Ock's notes and various experiment results, Peni knew it was only a matter of time before Ock gathered enough resources and set out to capture people again.

It was for their sake, not just her own.

And after what happened to Miguel... she didn't want to go through that again. No one had to be sacrificed, and she wanted to make sure of that.

She's running on three hours of sleep for the past three days combined, and she's exhausted. Which probably explains why she just heard her own name uttered in here, even though she's alone.

"Peni Parker."

There it is again. It occurs to her that if this is a hallucination, there's no harm in finding the source of the voice.

She looks up.

And is met face to face with Lyla, Miguel's former holographic assistant.

"Uh, yeah?" She mentally kicks herself. She really should've gotten more sleep last night.

Lyla's eyes narrow slightly. "How much sleep have you had the past few days?"

"T-three?" Peni offers the hologram a hesitant smile, which is brushed off by a sigh.

"Sleep." Lyla says immediately, the tone in her voice making it so it's more of an order than a suggestion. "I will take care of your multiverse scan."

Peni frowns. The sudden arrival of Lyla brings back painful memories. "Why are you here? Don't you have other things to be doing?"

She supposes lack of sleep makes her cranky.

Lyla gazes back at her through the screen, her expression cool. "Miguel is dead. What else is there to do? "

The words hit Peni like a punch to the gut. "So he's gone," she says, voice hollow.

Lyla nods, something strange flickering and glitching across her face before her expression settles. "His last instructions were for me to help you. So here I am."

Pen doesn't answer. She realizes that Lyla was probably with Miguel with his last moments, and the question spills past her lips before she can reign her mind back.

"Did he die fighting?"

Lyla shakes her head, hair stiff and motionless, the only indicator of her lack of true existence. Her face shows some sort of disgust. "He died in the very cells you and your friends were initially held in. Dr. Octavius decided to bring in him as he was the only Spider-Person he didn't have data on, but didn't think to patch up his wounds."

There's a sudden wetness in her lap, and when Pen looks down, she can see teardrops on her skirt.

She's crying.

Lyla seems to notice, but says nothing of it. “You’d be best to go to bed now, Peni Parker.”

She nods, her resolve crumbling under her realization of how long she’s gone without sleep. She’s tired. Really tired.

She’s asleep the moment her head hits the pillow.

—

As soon as the girl falls asleep, her screen lights up with an incoming call. Lyla represses the urge to sigh and answers the call.

“Hello?”

The Spider Person from the facility, what his name again? Lyla scans her records before zeroing in on an identity. “Hello Pavitr.”

The kid looks startled at being addressed personally from a woman he doesn’t know but Lyla doesn’t have time for formalities.

“Peni is asleep right now,” she informs him. “It would be best to check in later.”

“No,” Pavitr says quickly, and he angles the camera to show a monitor of the multiverse, a bright red dot in the center. “I found the universe.”

Lyla stares at the dot for a moment before looking over at the sleeping Peni. Another split second decision. It’s lucky she’s a computer than one of those indecisive humans.

She doesn’t bother to tell Pavitr that she already knows the universe coding and location. She doesn’t bother to tell him that the only reason why she knows where the universe is situated is because she watched Miguel die there, because she watched others get sucked into a world of tests and danger without consent.

She nods. “I’ll contact the others.”

Pavitr stares at her. “And then what? It’s too dangerous to go back.”

Miguel must’ve influenced her more than she realized. She grins at the kid, allowing her teeth to briefly morph into fangs. “You need research, right?”

“Yeah, but how did you—“

Lyla dismisses it with a wave of her hand. “We can take care of it.”

Only when Pavitr reluctantly cuts the call does she realize that without realizing it, she lumped herself in with the Spider Gang.

It reminds her of Miguel, and even as she turns her processors outwards to contact the others, she knows that it won’t do any good to compare herself to her manager. She’ll have to make her own name, carry on what he started. So it’s with burning resolve that when the screen flickers on with Miles staring at her curiously, she allows the Spiderman 2099 suit to cloak her holographic body, her own coat fading away.

“Miles. We’ve got a lock on the universe’s coordinates.”