That woman.
The woman talking to Mr.
Harrington.
She was laughing.
Her Spider-Sense finally flared again—this time as a piercing shriek, erupting inside her mind and pointing straight at the woman.
But Gwen was wearing a formal gown.
Her suit, mask, and web-shooters weren’t on her.
There was nothing she could do.
“Gwen, let’s go!” Betty grabbed her hand and started running toward the parking lot.
Gwen stumbled along for a few steps before coming to a dead stop.
“Betty,” Gwen said, her voice so low it was nearly swallowed by the sound of the rain.
“You go first.” “What?
Are you crazy?” “I left something backstage.
I have to go back for it.
I’ll be right behind you.” “Gwen—!” “Go!” Gwen’s tone suddenly turned sharp.
It was so forceful that Betty flinched and let go of her hand.
Betty looked into Gwen’s eyes.
Under the moonlight, they looked nothing like the Gwen she knew—they were cold, burning with a desperate, lethal resolve.
“…Hurry up,” Betty said, turning to run back toward the parking lot.
Gwen spun around and sprinted toward the backstage entrance of the auditorium.
Her long purple dress whipped in the wind, and her blonde hair, soaked by the rain, plastered itself against her face.
She ran with incredible speed, far faster than any girl in a gown and high heels should be able to move.
The backstage entrance was unlocked.
She pushed through the door, dashed through the dark corridor, and found the band’s dressing room.
Hidden in a locker in the corner was a backpack—inside was her Spider-suit.
She stripped out of the gown with frantic speed, not even pausing to feel the chill.
The white skin-tight suit adhered to her skin, the web-shooters clicked onto her wrists, and she pulled the mask down to cover most of her face.
She tucked her long blonde hair into the hood and mask.
The purple dress was left discarded on the floor.
She flipped out of the window, landing silently on the auditorium’s outer wall.
Using her hands and feet, she scaled the surface with swift, steady movements.
The rain lashed against the white suit, which shimmered silver-white under the moonlight.
She slipped into the auditorium through a half-open window.
The sight inside made Gwen freeze.
The stage lighting circuits had been torn apart.
Electrical sparks hissed and crackled in the darkness, casting eerie, flickering shadows against the walls.
The floor was a chaotic mess—trampled gowns, scattered shoes, and shards of glass embedded in the middle of overturned tables and chairs.
Food and drinks had mixed into a disgusting sludge.
The air smelled of rust, masked by a cloyingly sweet perfume, with an underlying layer of rot.
She stepped forward cautiously across the slick floor.
In the dead silence, her Spider-Sense became hyper-acute—she could hear her own heartbeat clearly, feel the cool spray of rain drifting in through the window, and…
Someone was at the other end of the hall.
She turned.
The blonde woman was standing at the edge of the stage.
In the flash of electrical sparks, a dark red light flickered across her face.
She was drenched in a dark red liquid from her collar to her hem.
Her skin had an unnatural sheen in the firelight, hanging loosely off her frame.
“Gwen Stacy.” the voice was raspy and deep, carrying a harsh, grating friction.
Gwen’s breath hitched for a second.
She was wearing her mask; her identity as Spider-Woman hadn’t been exposed.
But the moment the woman spoke her name, her Spider-Sense screamed a warning more intense than anything she had ever felt.
Her body was telling her one thing: *Run.* But Gwen didn’t run.
“It’s you,” Gwen said from behind the mask, her voice steadier than she expected.
“You’re the one who hurt Mr.
Harrington.
You caused the chaos.” The woman tilted her head, the corners of her mouth curling upward.
As the sparks flickered, it became clear that the smile was being forced out from beneath the skin.
“Harrington?” the woman repeated the name with a casual air.
“Oh, you mean that man at the door.
He was in the way.” Gwen clenched her fists.
Her web-shooters were aimed at the woman, but she didn’t fire yet.
She needed to know one thing first.
“How do you know my name?” The woman laughed.
It wasn’t loud, but in the silent auditorium, it was jarring—raspy and drawn out.
“Of course I know.” The woman took a step forward.
Her heels clicked sharply on the wet floor.
But following that sound was another, much subtler noise—a skittering *sh-sh-sh-sh* that seemed to come from everywhere at once.
“I know better than anyone.” Another spark flashed.
In that brief light, Gwen saw the woman’s skin moving.
The skin itself was undulating—something was crawling underneath, causing the surface to bulge and collapse in patches.
“Six months ago,” the woman continued unhurriedly.
“The Oscorp Industries radioactivity science exhibit.
You were there.” Gwen’s pupils contracted sharply.
“You were bitten by a spider.” The woman took another step.
The skittering grew louder.
“That spider gave you superpowers.
It let you swing through the sky like a spider, let you become a superhero.
What a beautiful, legendary story.” There was a strange note of admiration in the voice.
“You’re a lucky one, Gwen.” She paused.
“But you aren’t the only lucky one.” Gwen finally noticed the source of the skittering.
Things were crawling out from under the woman’s skirt.
Black, tiny, and innumerable—spiders.
They surged from beneath her shoes, squeezed out of the folds of her dress, and poured from her sleeves, spreading across the floor.
Gwen took a step back.
“I saw it,” the woman’s voice grew more frantic.
“I saw that spider bite you.
I saw you fall to the floor, saw you curl up in pain, saw that light in your eyes when you stood up—” The voice suddenly dropped.
“I craved that light, too.” “I craved it more than anyone.” The woman closed in on Gwen.
“So I tried to find the spider that bit you.
I searched for days, for many nights, scouring every corner of the exhibit.
Finally—I found it.” Her mouth split open.
The arc was no longer a human smile—it was too large, too wide.
“But it was already dead.” The voice turned cold.
“It was dead.
The spider that should have belonged to me was dead.
Its body was curled in a gap under the display stand, legs pulled inward, shriveled and stiff.
It was dead.” “But that’s okay.” The woman’s body began to undergo a transformation.
Gwen watched as the woman’s skin began to bloat, pushed out from within by something.
Her shoulders broadened, her arms lengthened, and her fingers bent at angles that defied human joint structure.
Her neck elongated as the skin began to loosen and slide off, revealing dark red tissue beneath that looked nothing like human muscle.
“I swallowed it.” the voice changed.
It became a sharp, buzzing drone that echoed through the cavernous hall.
“The spider I ate gave me strength.
It allowed me to become the spiders, allowed me to consume humans.” The face was deforming.
Her features shifted—eyes pulling apart toward the sides of her head, the mouth splitting horizontally, and the nose becoming a thin slit.
The freckled, round face was being replaced by something non-human.
“Every human I eat makes me stronger.” “And if I eat you, Gwen—” The mouth opened.
It wasn’t a mouth anymore.
It was a fissure that tore open from the center of the face all the way back to the ears.
Inside the rift, tiny black feelers writhed and undulated.
“—then I will have your power.” Gwen’s Spider-Sense exploded—her mind went white, and her body instinctively recoiled two steps.
Her right foot hit something slick, and she nearly lost her balance.
But she steadied herself.
She stood there, her white suit shimmering coldly in the electrical flickers, her eyes behind the mask locked onto the deforming monster before her.
“Who are you?” she asked, her voice firmer than she expected.
The monster tilted its head.
It tilted to an angle impossible for a human neck, its lateral eyes sizing Gwen up.
“Can’t you tell, Gwen?” the voice buzzed from the rift, muffled and droning.
“We’ve talked before, after all.” “You even turned down my invitation to the ball.” Gwen’s mind raced.
They had talked.
He had asked her to the ball.
The image of a boy in a rumpled navy hoodie surfaced in her mind—a round face covered in freckles.
He had stood nervously before her, his fingers rubbing the seams of his pants, trying to maintain his composure as he asked, “Can I invite you to be my date for the Spring Formal?” “You…
you’re Karl King?” “Correct answer.” The monster’s maw peeled back to the sides.
On that face that no longer belonged to a human, the expression was still recognizable—it was a smile.
A cold, malicious smile.