Ben, now as XLR8, zipped through the streets like a blue lightning bolt, weaving between cars and pedestrians with unnatural grace. His streamlined alien form moved so quickly that to onlookers, he appeared as nothing more than a blur of motion, a whisper of wind that rattled storefront signs and scattered loose papers in his wake.
His mind raced faster than his legs. The moment Gwen's voice had gone silent mid-sentence during their call—cutting off with a choked gasp that still echoed in his ears—everything inside him screamed that something was terribly wrong. Gwen was smart, capable, and careful. She didn't just stop talking without reason.
"Gwen, come in," he had tried again, his voice distorted by XLR8's physiology. "Gwen!"
Nothing but static.
Ben pushed himself harder, feeling the alien form's muscles straining as he cut corners with impossible precision.
He screeched to a halt outside Tennyson Industries, the reinforced steel and glass laboratory building looming above him. The specialized lab door—designed to withstand a dozen different alien attacks—was already slightly ajar.
Bad sign. Very bad sign.
Without hesitation, Ben shoved the door open and burst inside, his XLR8 form tensed for immediate action.
What he saw made his blood run cold.
The lab was in partial disarray—equipment toppled, papers scattered, chairs overturned. But that wasn't what seized his attention. It was Gwen, suspended in the air, her wrists tangled in some kind of thick, synthetic webbing—held aloft by someone wearing a Spider-Man suit. But not the friendly neighborhood Spider-Man he'd friend with.
This one was darker, with subtle differences in the suit design which he changed. Black where there should be blue, menacing red eyes instead of the usual white lenses. Ben recognized the outfit immediately .
Superior Spider-Man.
The villainous version of Peter Parker twisted by Otto Octavius' consciousness—a character Ben had seen in Ultimate Spider-Man cartoon series. And he had Gwen dangling over a shallow pool of water that hadn't been there before, shimmering with dangerous electrical pulses dancing across its surface. Each blue arc of electricity made the water glow momentarily, casting eerie shadows across the lab.
"Knight!" Gwen called out, spotting him first. There was fear in her voice, but also relief—and something else. Determination. Even in danger, she was already analyzing, searching for a way out. even in panic
Superior Spider-Man turned his head slightly, acknowledging Ben's presence without fully taking his attention off Gwen.
"Ah, the famous Ben Tennyson arrives. Right on schedule." His voice was cold, calculating, with none of the usual Spider-Man's quippy banter. "Turn human," Superior Spider-Man commanded. "I have no interest in fighting an alien. Unless you want to see what happens when your little girlfriend gets a shock she won't walk away from."
To emphasize his point, he slackened the web line—Gwen slid slightly downward, her feet nearly skimming the electrified water. She gasped in terror, her body tensing as she pulled her legs up to avoid contact.
Ben didn't argue. This wasn't the time for heroics or witty comebacks.
With a hiss of light and energy, he transformed back—not into his regular form, but into the Knight Suit, the high-tech armor he used for serious threats. The White exoskeleton covered him from head to toe, reinforced with plates of adaptive metal that shifted with his movements. Small blue lights pulsed along the seams, mapping the energy flow. He removed his helmet slowly, the faceplate separating with a soft mechanical whirr.
Gwen's eyes widened like saucers. She stared at him like he'd just torn the sky in half.
"Ben?" she whispered, shock evident in every syllable. "What the hell is going on?" Her eyes darted from his face to the Knight armor and back again. "And you are Knight the fuck?"
Knight. The mysterious tech-enhanced vigilante who'd been protecting New York . The figure who'd made headlines, who'd fought alongside the Spiderman during the various Incident, who'd saved a bunker full of civilians while Gwen had seen it on the news .
And all that time, it had been Ben.
Ben ignored the question for now. He stared daggers at Superior Spider-Man, his posture rigid within the Knight Suit. "What do you want?"
"You know exactly what I want, you little shit," Superior Spider-Man snapped, using his free hand to toss a weapon to the ground at Ben's feet. It clattered against the tile floor with a heavy metallic thunk. "The Null Void Gun. You locked it. I could've cracked it if it weren't written in some freak language! I can't even interact with it on this plane."
The Null Void Gun—Ben's latest creation or to be specific other version of him. A portable dimension-breaching device that created controlled openings to the Null Void, an interdimensional prison realm where the worst criminals in the universe were contained. which is designed as a last resort for threats too dangerous to be held in conventional facilities.
Superior Spider-Man gestured at Gwen with his free hand, the movement tense and impatient. "Here's the deal. You remove the lock. You give me access. And I give you your girlfriend back. Simple."
Ben didn't take his eyes off him. He knelt, the Knight Suit's joints emitting a soft hum as he picked up the gun and connected it to the lab terminal with a specialized cable from his armor.
As the interface booted up, he typed rapidly, his fingers dancing across the holographic keyboard. Lines of alien script flowed across the screen, incomprehensible to anyone without knowledge of Galvan linguistics. But even while he worked, his voice was low and steady.
"Why do you even need the Null Void gun?" Ben asked, stalling for time as he actually implemented a secondary protocol. "What's in the Null Void that you're so desperate to reach?"
Superior Spider-Man's response was immediate. "Do your job, Tennyson. I don't even care what's in there. or ben designed it to contain criminals beyond redemption? There's a secondary configuration—one that opens a portal to the multiverse when combined with a device."
He paused, his masked gaze growing darker.
"I want to go back. My world. My timeline. You give me that, and I disappear. Forever." There was a hint of desperation behind the cold voice. "This reality isn't mine. I don't belong here, and I want out."
Ben didn't answer immediately. He typed a final sequence, then ejected the gun and tossed it toward the villain.
"Done. Now let her go."
But before Superior Spider-Man could react, a streak of white flashed across the room. A webline—different from Superior's—shot through the air, snagged Gwen's midsection, and yanked her away from the danger with precision and speed.
Ben's eyes snapped toward the source—a figure crouched in the high corner of the lab. White and black suit, hood up, web patterns over a sleek design.
Ghost-Spider.
Superior Spider-Man snarled, his body tensing like a coiled spring. "You again?!"
He pulled a small device from his belt—something that looked like a modified circuit board with alien tech grafted onto it—and jammed it into the side of the Null Void gun. "Fine. Screw the drama—time to leave."
He raised the gun, pointing it at the empty wall space. His finger moved toward the trigger—
—CRACK!
With lightning speed, Ben slammed his palm down on the Omnitrix embedded in his wrist. A flash of emerald light engulfed the lab, momentarily blinding everyone present.
"FOUR ARMS!" Ben's voice boomed, now deeper and more resonant as the massive, four-armed Tetramand stood where the human had been seconds ago. His crimson skin glistened under the lab lights, each of his four muscular arms flexing with raw power.
Superior Spider-Man reacted instantly, his spider-sense triggering as he leaped backward, still keeping Gwen suspended. "Predictable," he sneered. "I've studied all your transformations, Tennyson."
Four Arms grinned, revealing his teeth. "Then you know what's coming next."
He launched forward with surprising speed for his size, the floor cracking beneath his powerful legs. Superior Spider-Man fired a barrage of webbing, but Four Arms tore through it with two of his arms while the other two remained poised to strike.
"You're not the only one who's been in a lab!" Superior Spider-Man taunted, dropping a small spherical device. It exploded into a cloud of paralyzing gas—something he'd clearly prepared specifically for Ben.
Four Arms held his breath and burst through the cloud, his lower right arm connecting with Superior Spider-Man's midsection. The villain went flying but recovered mid-air, twisting his body to land on the wall.
"Not bad," Superior Spider-Man growled, firing impact webbing that expanded on contact. "But I'm better!"
The sticky substance enveloped Two of Four Arms' limbs, but the alien hero simply ripped free with a roar. "You picked the wrong hero to mess with, Doc Ock!" Four Arms charged again, this time feinting to the left before pivoting right—a move that caught Superior Spider-Man off guard.
The villain barely dodged, but Four Arms anticipated this, grabbing a nearby lab table with his lower arms and hurling it with pinpoint accuracy. It crashed into Superior Spider-Man, sending him tumbling across the floor
.His remaining two arms came down in a thunderous double-fisted blow aimed at Superior Spider-Man.
The villain rolled at the last second, the impact creating a small crater in the laboratory floor. "You think brute force will stop me?" he snarled, shooting a web line to pull himself up to the ceiling. "I'm Superior for a reason!"
He dropped down, firing web shots to blind Four Arms while simultaneously launching a flying kick at the alien's head. Four Arms blocked with one arm while another swung wildly, missing as Superior Spider-Man contorted his body in mid-air.
All four of his massive arms began moving in coordination, creating a whirlwind of punches that Superior Spider-Man struggled to evade.
"Spider-sense won't save you forever!" Four Arms growled, finally connecting with a devastating uppercut that sent Superior Spider-Man crashing into a wall of scientific equipment.
The villain slumped momentarily, then reached for the Null Void gun that had fallen nearby. Four Arms saw this and lunged, his massive frame sailing through the air.
"No more games!" Four Arms declared, all four hands grabbing Superior Spider-Man by different limbs. With a tremendous heave, he slammed the villain into the ground, the impact so forceful that Superior Spider-Man's mask cracked.
"It's... not... over..." Superior Spider-Man wheezed, but his body went limp as consciousness finally left him.
Four Arms stood triumphant, breathing heavily from the exertion. He turned to check on Gwen, who was staring at him with a mix of relief and lingering shock.
Ben, in his Knight armor, picked it up and turned toward Ghost-Spider, who now stood beside the rescued Gwen. The two women were of similar height, similar build—too similar to be coincidental.
He stared at the two of them, then said, "Why don't you take off the mask... Gwen?"
Gwen's mouth opened in shock. "What?" She instinctively started to check her face before realizing he wasn't talking to her. Her gaze shifted to the masked figure beside her.
Ghost-Spider hesitated, then slowly lifted her mask, pulling it back to reveal her face.
Gwen's breath caught in her throat. She stumbled back a step, staring into her own face—same green eyes, same features, though the other Gwen's hair was cut in a shorter style and there was a small scar above her right eyebrow that Gwen didn't have.
"This... this can't be..." Gwen whispered, her scientific mind racing to process what her eyes were telling her.
First her boyfriend turned into Knight, and now she had a twin? The rational part of her brain was struggling to keep up with revelation after revelation.
Ben gave a sheepish shrug, the Knight Suit mimicking the gesture with mechanical precision. "Yeah... about that."
Ghost-Spider gave a small smile and stepped forward. "I'm not your twin. I'm you. From another universe. Where I got bit by a radioactive spider instead of becoming a quantum physicist." She flexed her fingers, small sparks of energy crackling between them. "I've been tracking Superior for three weeks across different dimensions. He's been stealing tech to build something dangerous."
"What?" Gwen blinked, running her hand through her hair in disbelief. "This is insane. Absolutely insane." She turned to Ben, eyes narrowing. "And you! You've been Knight this whole time? The same Knight who saved my train? The same Knight who's been all over the news? The same Knight I've been theorizing about in my blog?"
Ben rubbed the back of his neck, the armor somehow conveying his embarrassment. "Yeah... about that too. I was going to tell you, but the timing never seemed right, and then it just got harder to explain why I'd kept it secret for so long."
"You just said I'm your boyfriend," Ben added, a small hopeful smile crossing his face. "Let's celebrate that emotional win for a second before we dive into the multiverse craziness."
Gwen looked away, flustered, her cheeks flushing. "That was heat-of-the-moment panic! Don't read into it!"
Ghost-Spider chuckled, crossing her arms. "I dunno, sounded like a confession to me." She glanced between them with knowing eyes. "Some things are constant across dimensions, I guess."
Ben was about to chime in when—
A groan from across the room interrupted them. Superior Spider-Man was beginning to stir, his body twitching as he pushed himself up on one elbow.
"We need to contain him," Ghost-Spider said, immediately shifting to a combat stance. "He's got tech from at least three dimensions. Who knows what else he's hiding."
Ben nodded, raising the Null Void gun. "I'll recalibrate this to—"
The Omnitrix on his wrist pulsed red beneath the Knight Suit's armor.
It flashed violently, the crimson glow intensifying until it illuminated the entire room.
Then—
WHOOSH!
Ben's body distorted, shadows spilling from his form. He tried to stop it, struggling against the invisible force, but the transformation triggered on its own. The Knight Suit dissolved as his body shifted, stretched, and changed.
He turned into Ghostfreak.
But this wasn't his doing.
His body moved jerkily, like a puppet controlled by unseen strings. The single eye of Ghostfreak swiveled independently, examining his own clawed hands with what appeared to be satisfaction.
A deep, otherworldly voice echoed from his mouth:
"Finally... the chance I've been waiting for.