Gwen Stacy was a promising young student, invited by Max Modell alongside her best friend, Peter Parker to tour the bleeding edge company at Horizon Labs. One of the experiments the paired observed was a massive colony of spiders Modell was bombarding with numerous radioactive particles in the name of generic alteration. Peter fell into the colony, where he was devoured by them. However in the process the spiders became a singular hive-mind construct that absorbed Parker's consciousness. Masquerading as the man they absorbed, Spiders-Man put on a costume and began to fight crime in "Cruel York".

On the Goblin Night, the Goblin Queen's servants took to the skies of Cruel York, bombing and kidnapping random citizens. When the Green Goblin attempted to grab Gwen, he was interrupted by the timely arrival of Spiders-Man. While the Spiders were focused on a trio of Goblins in front of them, he was attacked from behind by Jack O'Lantern. Jack O'Lantern slashed open the back of Spiders-Man's costume, but was surprised when a horde of spiders burst out, overwhelming the villain, crawling up his mask and incapacitating him to the terror of his allies, forcing them to retreat. Having seen everything, Gwen approached Spiders-Man, still believing that Peter could be saved, and tryed to convince him that their work at Horizon could still change him back, but the Spiders turned her away, warning her that it was too late for him to be anything other than a monster and that she should keep away from him, before disappearing into a nearby alley, leaving only his discarded Spiders-Man costume behind.[1]

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