Gwen Stacy was an exchange student in Paris when Apocalypse took over America, escaping the culling's that took the lives of many of her friends, like Peter Parker. While traveling through a jungle, Stacy fell ill. She would have died, if not for the medical skills of Dr. Donald Blake, who nursed her back to health. She in turn saved him from a mutant ambush as Apocalypse's control spread. Unable to return to the United States, the two migrated to Africa, where they took up the relief effort for the famine stricken continent[1].

Their work ended in an attack by the Marauders, human soldiers of Apocalypse who devastated the village the pair worked in. Gwen managed to kill their leader, Wilson Fisk, with her firearm before Tony Stark arrived with medical aid and the firepower to destroy the other Marauders. Stark had come to collect Blake so that he could examine the new cybernetic augmentation being offered by the "Lost Horseman", Mikhail in London. Gwen did not trust Stark, and accompanied Blake back to Britain. There she was captured along with Blake, Stark, Ben Grimm, Sue Storm, and Victor von Doom to be turned into cyborg slaves of Rasputin[2].

Thanks to a device hidden in Stark's pacemaker, Gwen and the others were able to free themselves and ruin Rasputin's operation. Gwen accompanied Bruce Banner into the control room of Rasputin's ship, but soon learned that he was a traitor, loyal to the mutants. Banner then transformed into the Hulk and subdued her. The Hulk let Gwen go and switched sides, however, once he learned that Apocalypse had launched his sea wall defense perimeter, which would annihilate Europe. Gwen and the others destroy Rasputin's ship, but Blake was forced to sacrifice himself in order to kill Rasputin. Gwen blamed von Doom for his death, and forced him to promise to bring Blake back to life. With Apocalypse's sea wall perimeter launching an attack on Europe, Gwen and other human survivors attempted to escape into space[1].

While escaping the missiles launched at them, Gwen berated Bruce Banner for being a gene traitor for his part in aiding the forces of Apocalypse. The repentant Banner then launched himself from their ship in order to stop a gamma missile from destroying Gwen and the others, causing him to be transformed into an even more monstrous form[3].

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