So someone suggested a crossover between Spider-Gwen and MCU Spider-Man and I thought, 'why not'? Might be a nice break from writing Looking Glass and it'd give me some experience in writing a closer-to-character Spider-Man rather than the ball of angst and cynicsm Noir tends to be. So here's my attempt at a crossover between the two.

Take note that it's probably not gonna be the best since I don't know how to write 'cinnamon roll' characters. I tend to default to more anti-heroic protagonists. If anything can be improved then please mention it. I only made this over the course of a few hours so it's likely going to be pretty rough.

The fic was suggested as a romance between MCU Spidey and Spider-Gwen. While I think it's more viable than Gwen and Noir are in Looking Glass, I do still have my doubts. I left some questions at the bottom to get the readers' thoughts.

"Mr. Stark...I don't feel so good."

He remembered it all. The shock at seeing everyone around him disintegrate into dust, watching as Star Lord, Drax, Dr. Strange and Mantis all fell - turned to dust and blown away by the wind. He didn't have time to think it through or wonder what exactly happened to them all. All he knew was one thing: Thanos won, and that meant they all lost.

"I don't know- I don't know what's happening..."

His spider-sense warned him first. It was subtle for just a second before it suddenly screamed out, warning him of danger everywhere. He wanted to run, to jump and swing away as far as he could, but he knew it wouldn't have done anything. It wasn't an attack he could just dodge with a flip and a quip. People were dying, and even if he didn't know why he knew it was coming for them.

"I don't wanna go, I don't wanna go... Sir, please, I don't want wanna go...I don't wanna go..."

He wanted to be brave, to go out like a hero, but he couldn't. He remembered hugging Mr. Stark tightly and begging, pleading for him or anyone to to make it stop. His spider-sense told him he was next and he couldn't take the idea of leaving, not yet. He was too young, he hadn't said goodbye to May or everyone was just like when Liz's dad trapped him under the warehouse. Suddenly he wasn't Spider-Man, just a kid in over his head.

"I'm sorry...

Peter didn't know why he apologized. It wasn't his fault. He was tempted to blame Star Lord, but he understood why he did it. If someone told him May or Ned were dead and their murderer was right in front of him he didn't know if he'd be able to control himself. He nearly lost control completely when he went after the man who shut Uncle Ben. So he couldn't blame him, not really.

Maybe he thought he failed. He'd messed up during the fight at the airport and then the ferry. He didn't tell Mr. Stark or the others, but it still bothered him sometimes. Maybe if he'd just pulled harder, maybe if he knocked Star Lord away to keep him from hitting the big purple guy in the face, maybe...

Always maybes. May told him he always had the weight of the world on his shoulders.

Fading away wasn't painful. He was cold at first, but soon enough there was nothing. He remembered looking up at Mr. Stark; determined to go with some sort of dignity, at least. His last thoughts were of May, Ned and the rest of his friends. Were they safe? Would they ever find out what happened to him? He wondered if May would be proud of what he did, what he tried to do. She'd cried the first time she found out the truth, wondered if he'd be next after Uncle Ben and leave her alone.

When Peter closed his eyes he didn't expect he'd open them again.

He did.

Peter sat up with a loud gasp of breath, "Wh-What...?" He tried to stand, but his legs felt like jelly. Hands clumsily gripped the closest wall to pull himself up. He was in an alley, or at least that's what it looked like - brick walls, piled up cardboard boxes and and puddles of what he hoped was water barely lit up by the setting sun. It smelled like garbage and every breath he took felt like someone punching him in the chest, but he was alive. He'd take it.

"M-Mr. Stark...?" He pulled himself up fully and looked around. The alleyway was barren and he saw a few cars passing through the alley at the exit. For a second he thought it was all a dream, a little paybacks from all the burritos he ate last night, but one look down cut that thought away immediately. Mr. Stark's new suit was still on him, albeit dirty and damaged from the fight back on Titan.

He'd survived...

Peter laughed and cried at the same time. He thought - he knew - that he died, but he was still here, still breathing, "Wow..." He wiped away the last of his tears and trudged down the alley, trying and failing to get the suit to give him a new mask before quickly giving up. He didn't care. He was pretty sure wherever he was they had more to worry about with that big purple guy trying to destroy half of the life in the galaxy.

When he made it to the end of the alley he was almost floored when a screeching car slid past him and a few people passed him by, most of them not even looking up from their phones. Just another reminder that he was alive, "Wow..." He pushed himself on the wall and tried to ignore the throbbing in his skull. He had to...Mr. Stark was still there on Titan with that blue robot woman. He had to do something. Call Happy or Ms. Potts or...

He almost fainted. Peter grabbed the closest wall and threw up. A few people looked at him, some with pity and some with disgust. Peter wiped his mouth and stumbled down the street, using to wall to keep himself standing. His vision swam and the urge to pass out then and there grew worse by the second. He was tired, hungry and sick all at once.

He rushed to catch up with a nearby businesswoman and tapped her on the shoulder. She turned around and gave him a wary look, her eyes darting down to his torn suit, "Hey, uh, weird question, but where are we?" Her wary look worsened, "I-I don't mean the street or anything, just...what city is this?" She looked American, and so did most of the other people, so maybe he got lucky and New York was in car-surfing distance.

"We're in New York. Now please leave me alone."

She walked away. Peter didn't bother chasing after her; he got what he needed, "New York...?" This place felt...different, but she had no reason to lie to him, right? He groped through the suit's 'backpack' till he found his (miraculously intact) phone, "No signal..." Calling May and the others would've had to wait. Still, the GPS would've been useful. He didn't recognize this part of town.

The dizziness finally began to fade. Peter stood up straighter and made to duck into another alley to swing away before a call from behind made him turn, "Dude, what the heck are you wearing?" A brunette woman asked, her eyes looking down at his torn suit through his red-rimmed glasses, "You some kind of new Superhero? Where's your mask?"

"Uh..." Quick, he had to say something, "No...?" He shook his head, "Um, I mean...I'm wearing this cause of a bet?"

"Oh...well, that's lame." She sighed and walked past him. Peter shook his head and ducked into the closest alley he could. She didn't recognize him, but he wasn't that surprised. Spider-Man costume copies were all over the place and no one else saw Mr. Stark's new suit. Probably just thought he was another fan cosplaying on the street or something.

He crawled up the wall to the building to get a better view. From higher up he vaguely recognized the place - now he just had to figure out where to go. Going to the Stark offices would let him talk to Happy or Ms. Potts, maybe make contact with Mr. Stark again, but he wanted to go home and make sure Ned and everyone else was okay. He checked his phone again and frowned at the lack of bars. What the heck was wrong with it?

Groaning softly, he tapped into the suit's controls and forced it to give him another mask, ignoring the warning about possible nanobot instability. Mr. Stark wouldn't be happy with him messing with the suit again, but it was better than swinging around without a mask, "Come on, Spider-Man..." He took a deep breath and checked his webshooters. Still working, so no worries on that front.

He looked left and right one last time before he jumped and swung his way to the direction of Stark offices. He'd just drop in, tell Happy and Ms. Potts what happened, then leave to go check on Aunt May. He was sure it'd take a while for even them to make a plan to get Mr. Stark back, so it was better if they found out as soon as possible.

A few people looked up at him as he was passed. He was used to staring and being recorded. This was different. The people were surprised, like they were seeing Spider-Man for the first time. Peter didn't think much on it. He just had to tell them what happened on Titan and then check on everyone.

That was the plan, at least. Peter landed on a close by alley and looked down at his suit. He didn't have a change of clothes - left it before the fight with those creepy guys with Mr. Stark and Dr. Strange (cool name). Could he just walk in? Mr. Stark planned to make him an Avenger all those months ago, and right now really counted as an emergency.

He was going in.

A few of the people waiting in the lobby gave him weird looks when he rushed in and talked to the woman at the desk, "I-I need to see Happy and Ms. Potts! It's urgent!" She looked up at him, her lips puckered in annoyance but otherwise showing no other reaction to his plea, "Please, we don't have time!"

"...Do you have an appointment?" Her voice was flat and annoyed.

"Uh, no, but-"

"No appointment, no meeting." She turned back to her computer, "If you wish to make an appointment then please call Mr. Stark's secretary and state your business. Ms. Potts will give you a call within 24 hours time to inform you if you're allowed to meet or not-"

"We don't have time for that!" Peter screamed, "Mr. Stark's out in space and he might be in danger! If we don't do something he might be stuck there with no way or-or he might be-"

"I might be what?"

Peter turned around and gaped when he saw Mr. Stark standing right in front of him. He looked different - no wounds and wearing a charcoal suit instead of his armor - but it was definitely him. Mr. Stark gave him a curious look, his eyebrows arched together and just waiting for him to explain himself. Peter wanted to be the one to ask him that. How did he get off Titan? Was Thanos gone? Did they all make it?

He didn't ask any of that. Instead he practically stumbled towards the man and hugged him tightly. Mr. Stark grunted in surprise and froze for a moment before he suddenly pushed Peter off, "I know I have that effect on people, but respect the personal space, please." He dusted his off his suit and looked down at him curiously, "Now, who the heck are you, kid? Last I checked I didn't know any kids wearing onesies?"

"Wh-What?" Peter waited for him to say he was joking, but nothing came. A few of the other waiting people whispered among themselves, "M-Mr. Stark, it's me! Spider-Man!"

"Yeah...I don't remember any 'spiderman', sorry." Peter stood slack jawed. What the hell was happening? "Look, kid, if you wanna put on a costume and play pretend then do it outside, okay? People are working here."

"W-Wait, this doesn't make any sense," Peter said, "Wh-What about Thanos? A-And Dr. Strange and everyone else? Are they alright? Did we beat him?"

"Look, kid, you're obviously in your head about this, but I don't have the time to play pretend." He grabbed him by the shoulders and nudged towards the door, "Now scoot before security gets antsy, okay?"

"M-Mr. Stark-" The sliding doors shut in his face. Peter watched the older hero wave him off before he made his way to the elevator, a few of the other visitors immediately surrounding him to talk about something he couldn't make out.

That was Mr. Stark, he was sure of it, so why did he act like that? "What the heck's going on?" He backed away and debated crawling up to his office before thinking better of it. Mr. Stark had a reason for doing it, he had to. Maybe...Maybe someone was listening in? Maybe he had a plan and he couldn't tell anyone? If he got himself out of Titan then he had to have a plan, right?

Well...Mr. Stark seemed alright and so was the city, so maybe they saved the day after all? it would explain why he was back home again. Peter took a deep breath and swung his way back home. If Mr. Stark was safe then that meant they had some time, at least. He'd check in on May and Ned first, see if they were both alright. At least then he could see if he had to panic.

Peter breathed a sigh of relief as soon as he saw the window to his room. Ever since May found out about his identity he didn't have to sneak in any more, though the curfews made him wish for those days again. Nine o' clock sharp, she said, or he'd be grounded till he was in college. So far he wasn't dumb enough to test her on it. She'd screamed Mr. Stark's ear off (after the crying) when she found out.

As soon he was inside he knew something was wrong. His room looked different - no METS posters, no cobbled together computer and none of his half-finished science projects. Instead the room was neat and tidy with a sleek laptop on a nearby study desk. Did May redecorate? No, she wouldn't do that without telling him, and she wouldn't have had the time. The place was normal just last morning before he left.

He didn't get much time to think about it before the door suddenly opened. Peter snapped his head to the source and found himself face to face with a guy a year or two younger than him. The two of them just stared at one another, the guy's hand frozen on the knob while Peter was hunched warily, until he screamed.

"Dad! There's a burglar here!"

"What? No, no, no! I'm not a burglar!" His pleas were drowned out by the younger boy's continued screams. Peter heard the rushing pad of footsteps and soon enough a big man he assumed was the guy's dad barrelled into the room, a baseball bat in his hands, "Sir, please, let me explain!"

"Get the fuck outta here!" He swung the bat at his chest.

Peter ducked under the blow and backed away, both hands raised, "Look, it was a mistake! I thought this was my place-" He swung again. This time Peter jumped up to the roof and clung to the wall.

He expected them to be surprised, but seeing the look of absolute fear on their faces felt like a punch in the gut, "Richard, run!" The man pushed his kid towards the door and rushed towards the cabinet. His spider-sense blared softly just before the man pulled out a pistol and aimed it right for him, "Fucking spider freaks! You aren't going to hurt my son!"

Peter didn't stay to explain. He jumped through the open window and swung away, gunshots ringing behind him.

He waited till he was far enough away in Chinatown before he finally stopped. Peter put his hands on his knees and panted, ripping away his mask so he could breath easier. What the heck was that? The guy acted like he was some kind of crazy murderer or something! He knew it was a bad scene, but most people knew Spider-Man was a good guy, right?

Peter wiped away the sweat on his forehead and swallowed nervously. Okay, so the guy was overprotective; so what? May kinda freaked when she saw him in his room, though the reasons for different.

Still, what the heck happened back there? Did he make a mistake? May wasn't there - or maybe she was? he didn't get a chance to look - but he was sure that was his room, even if it did look pretty different. May couldn't have sold the apartment, so-

Screams from below jolted him out of his thoughts. Putting his mask back on, he looked over the edge and found an all too familiar sight, "Don't tell me you forgot! This week's protection money is due, motherfucker, and I don't take no excuses!" A large Black woman in a white fur coat grabbed an old man by the collar and pulled him close, her face marred by a deep scowl, "Do I gotta make an example out of you?!"

"N-No, please, sales weren't good this week! And my daughter's sick, I needed-"

"I don't give a damn about your damn daughter! Money every week, like I-"

Peter landed on a nearby lamppost, "Hey, why don't you pick on someone your own size?" he said. The woman's scowl worsened and she looked up at him, "Might be a bit hard, though. Maybe lose the coat? Looks like it's adding a few pounds."

"Who the fuck are you?"

"Call me Spider-Man." She webbed her hand and yanked her away from the old man, "What's your name, soon to be jailed person?"

She didn't answer. Her scowl changed to a smirk and he saw something under her coat glow yellow before his spider-sense tingled. Peter jumped away and just barely avoided the large, golden rings that suddenly flew through the air at dangerous speeds, "Woah, that's new!" He swung through the barrage and clung to the nearby wall, "How are you generating those rings? Your belt isn't large enough to store all of them. Some kind of liquid compound, maybe?"

"Man, shut the fuck up!"

"You don't have to be so rude about it!" Peter swung through the next barrage and winced when one of the rings hit his shoulder. They packed a wallop! "So, really, what's your Supervillain name? Everyone has those, right?"

She shot another curse at him that he wasn't comfortable repeating. Sighing, Peter webbed her belt with a few balls of webbing till the entire hole was covered, "Think that's gonna work on me?!" She took aim again and...nothing. The web stretched slightly, the rings trying to push through, but nothing happened. Her right eye twitched and she tried again.

His spider-sense didn't warn him about the explosion. Peter's eyes widened at the sudden boom and the new wave of rings that suddenly shot out of the belt in all directions, "Oh, no, no, no!" He webbed as many as he could to the ground and walls. From what he could see the rings bounced around and the last thing he needed was anyone else getting hurt.

He was halfway to getting through them all when more of the rings were suddenly webbed down, "Hey, need some help?" A female voice asked. He caught a blur of black and white above him. He didn't have enough time to get a good look before another ring came for his neck and he dodged. Seriously, how did she fit it all in that in that one belt? It wasn't a liquid composite like his webbing.

When the last ring was finally taken down he got a chance to look at his rescuer. It was hard to tell from her crouching position on top of the car, but she looked about as tall as he was. She was covered her to to in a black and white costume that had smatterings of pink and teal on her arms and feet. On her head was a hood, though he didn't see why since she had a mask underneath it. It did looked cool, though.

The first thing that came to mind was 'female Spider-Man', and the webbing she had just made it worse. Was that egotistical of him? It wasn't like he was the only Spider hero around. Black Widow was one too.

"Thanks for the help." The lady with ring belt - Ringer! That sounded good - was on the ground, groaning and unconscious but still alive. Peter debated on whether he should web her down before the other Spider - Spider-Girl? Spider-Woman? She seemed like a Spider-Woman - did it first.

"Cool. By the way, we should probably get outta here before the cops arrive. They aren't exactly a fan of Spiders."

He didn't ask questions and just followed her. She swung through the air too, and she could cling to walls - if Mr. Stark were here (and he wasn't acting like he didn't know him) then he probably would've told Peter to start complaining about copyright.

She waited till they were on a billboard out of sight before she spoke, "We made a mess back there." She sighed and put her hands on her hips, "It's not like Spider-Woman isn't already walking on eggshells. Couldn't resist hitting the glowy belt, huh?"

"Sorry." He would've been the first to admit that he wasn't the neatest Superhero. He was just glad that no one got hurt this time...well, except Ringer, but she kinda deserved it.

"Ah, whatever, it's not like they don't already hate me." She waved a hand through the air, "So, what brings you to this dimension? More inter-dimensional Vampires coming to hunt us down or are you just sightseeing on one of the worst dimensions in the multiverse?"

"Um...what?" Peter blinked. Was that code for something.

"What? Did the Inheritors get out or not? Cause if not then I should probably tell you I'm already in the Web Warriors and that's been keeping me pretty busy on the inter-dimensional front-"

"Wait, wait, wait." Peter took a deep breath to calm himself, "Okay, um...I dunno how to say this so I'll just ask straight out: what the heck are you talking about?"

She looked at him blankly (maybe? it was hard to tell with the mask on) before she crossed her arms, "Alright, so just answer this question: you do know you're in an alternate dimension, right?"

"An alternate what?" Peter almost laughed, if only to try to calm himself, "Um...I mean, alternate dimensions have been theorized in some journals, but there's never been any proof just yet. We haven't even begun to understand how to access these alternate dimensions, assuming they really exist. I heard that S.H.I.E.L.D was making some headway before they got decomissioned-"

"Okay, just hold for a second." She put her hands on her waist again and started pacing, "...Crap, you didn't meant to come here, did you?" She didn't wait for him to answer, "Alright, um...I'm gonna have to do some explaining, so just wait here a sec, kay?"

She swung over the corner and disappeared from sight. Peter debated on following her before he sat down at the top of the billboard, his legs dangling over the edge. An alternate dimension? A weird explanation, but it'd definitely explain all the weirdness going on. And heck, Dr. Strange used magic and they tried to stop a giant purple dude with a weird chin from using gems to genocide half the galaxy. At this point he'd accept anything.

The other Spider returned eventually, carrying some sodas and corndogs in a clear plastic bag, "Sorry, didn't want to do this on an empty stomach." She sat next to him and placed the bag between them, raising the mask up to her nose, "Anyway, I'm not really one of the science-y types, so uh...alright, do you know waht the multiverse is? You've watched movies and read comics before, right?"

"Yeah, I mean...I kinda get it." Peter raised his own mask and took a sip of the soft drink only to cough. It tasted like liquid sugar, "Like something happens and it's like the roads diverge or something. Like there's one world where I sneeze and another where I don't sneeze and both of them exist at the time, right?"

"I guess? Like I said I'm not an expert." She shrugged, "Okay, so I'm guessing you didn't come here on your own or on purpose. What happened?"

"We were, uh..." He licked his lips. The memories of dying were still fresh, "Um...there was this alien guy called Thanos. He was crazy, thought that everything would be better if half of everyone just...died. We tried to stop him, but he got away and..." He took a slow breath, "I don't know what happened, but suddenly most of us just started...turning into dust, me included."

"Turning into dust?"

"Yeah. I mean, I know that sounds crazy-"

"Crazy? Did you not hear me about the inter-dimensional Vampires?" She snorted and took a bite out of one of the corndogs, "I'm no expert, but it sounds like whatever this Thane guy did it's what brought you here."

"Yeah..." He looked down at can, "I-I gotta go back. I gotta make sure everyone's alright. Mr. Stark, May, my friends...who knows what happened to them."

"May..." She pursed her lips briefly, "...I know I might just be beating a dead horse, but are you Peter Parker under that mask?"

He was tempted to refuse at first before eventually thinking better of it. He was in another dimension, who cared if another Superhero knew him? Besides, his spider-sense didn't warn him, just like when May and Ned found out, "Yeah." He took off his mask and placed it besides him. He probably looked like a mess, "How'd you know?" He turned to her and found her looking at him, mouth slightly open, "Wh-What's the matter?"

"Nothing, nothing, it's're younger than I thought you'd be."

"Hey, I'm 17..." He hated being called a kid. He could stop a runaway truck with his bare hands, didn't that count for something?

"No, no, it's just...most of the other Spider guys I know are in their 20's." She set her food down and swung her legs idly, "Well, I think I can help you. I've got a dimensional watch back in my place. We just use it, port over to the Web Warriors base and we can have you back home before dinner."

"O-Oh, really? That'd be great!" He smiled. Finally something was going his way, "Hey, um, you seem to know who I am. Do I know you? In my...dimension, I mean."

"Ha, maybe, though I'm probably dead where you're from."

He didn't get a chance to respond to that before she suddenly pulled her mask off. Peter blinked and let out a small sound of recognition when he saw her face in full. It was somewhat hard to tell without the headband and the couple of extra years, but he definitely knew who it was. He couldn't believe it was her. The multiverse worked in weird ways, but at least it was someone he knew.

"Yeah, it's me, Gwen-"

"Betty Brant!"

An uncomfortable silence settled over the pair. Betty- Gwen's sheepish smile was replaced by a look of utter confusion. Peter suddenly felt swinging away, "Uh...what?" She gave him a look that that screamed 'what the hell?', ", not Betty. I'm Gwen Stacy."

"Gwen...Stacy? Uh..." Did he know a Gwen Stacy? "Uh...oh, there's a Gwen Stacy in Midtown! She's that transfer student from France! Ned has a crush on her! Is that you?"

"What? France? How does that even- no, you know what, I met the Indian version of you, I'm not gonna question it." She rolled her eyes and laughed wryly, "Is her dad the police chief?"

"Uh...I think? She said she transferred cause of her dad's job in law enforcement."

"Huh, so there's a world where I'm French. Who knew?" She put her mask back on and stood, "Know what, least it means I'm not dead. Come on, let's go to my place."

"Right behind you, uh...sorry, what was your name? Superhero name, I mean."

"Spider-Woman. So original, I know." She clicked her tongue and clapped him on the shoulder, "Guessing you're Spider-Man. Or is it Spider-Boy?" He could practically see the smile under he

"Spider-Man." Where was Karen when he needed her? Interrogation mode would've been really nice right about now, "So, uh...I'll follow your lead?"

"Sure. Keep up, Spidey!"

She jumped off the billboard and swung, Peter following after her soon afterwards. Maybe things were looking up.

Test chapter done. This was mostly setup, but I did use the last quarter to establish a communication between Gwen and Peter. Remember, I'm taking criticisms/suggestions for improvement given my lack of experience writing lighter characters.

And yes, there'll be a reason why MCU Spidey doesn't immediately go home in the next chapter, so don't worry about this being the only chapter.


1. When in the Spider-Gwen timeline do you guys want this to take place? I'm torn between either it being during her early issues where she only had her dad for support and she was still being hunted by the cops or the current/later timeline where she gained control of Venom, exposed her identity and is presumably going to function as an unmasked hero under SHIELD. The former leads to more angst and depression on Gwen's POV's while the latter is there for readers who want a more lighthearted romp between two Spiders.

2. In the same way, do you guys want a Gwen that's already experienced in dimensional travel or someone who has no idea? The former allows her to be calmer when dealing with Peter (she'd already be used to alternate versions of him) while the latter makes her just as blind as him. If you guys pick the latter scenario I'll have to re-write the ending of this chapter.

3. So...romance or not? Personality wise these two could bounce off each other better- at the very least they won't be arguing and attacking each other. Their ages - Peter's 17-18 and Gwen's 19-20 - are close enough for it as well. If we don't go for a romance I can have Gwen and him being best buds/older sister and younger brother like Ultimate Gwen and Peter were, so give your thoughts.