35 Upgrades, People. Upgrades.

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***

"You like it?" Gwen asked, leaning on Peter's shoulder as they stood in her large warehouse.

"Like it...?" Peter muttered, taking in his surroundings. If he thought of his own room as large, then Gwen's warehouse was gigantic, but half its space was swallowed by a metallic junkyard - from electronic waste, and metal scrap to rusted car engines. Almost everything was neatly arranged, with every section having a small pile of its own.

"I love it," Peter said, looking at the custom-built machines that filled the rest of the empty space. They all looked rickety; as though they would collapse at the slightest touch - but he would bet an arm that it was intentionally made that way not to draw too much attention.

He didn't care if he was wrong, as he'd grow it back either way.

"How'd you even make this?" Peter thought out loud as he moved over to one of the biggest machines followed by an excited Gwen who skipped over to where he was standing, thrilled to finally show off her intellect to her genius boyfriend. It was nice to make something that Peter couldn't fully understand...for now.

He stared at the large machine which looked like a hand-built 3-D printer, but underneath its seemingly rusty shell, lay intricate circuitry that he couldn't make sense of. Perhaps if he sat down before it for a day or so, he could perhaps uncover a part of the veil, but unless he actually delved into the subject, he wouldn't be able to make sense of it. It was merely a challenge, nothing more. If a human had done it, he could too.

He was Peter fucking Parker, after all.

"Can I touch it?" he asked, still enamored by the machine. Numerous others were stacked around the warehouse too: Photolithography Equipment, Water Bonding, Semiconductor Equipment, Textile Manufacturing, and powerful computers that dwarfed his own by miles. He could barely name them all, and all of them were designed to look and work like junk, unless Gwen herself intricately worked the machinery in a specific way.

"Treat the machines as you would me," Gwen smirked at Peter who raised an eyebrow.

"Really, Gwen?"

"What? Don't you want to give them a kiss?" She patted the 3-D printer lovingly.

"They aren't as beautiful," Peter sneaked in a compliment.

"Tsk, flattery," Gwen muttered, rubbing her face to hide her slightly red cheeks. "I walked right into that one, didn't I?"

"You did," he smiled before taking a look around the room once more. "But they are fascinating to see, for sure. But where is the thing I came here to see?"

Gwen pointed at herself while pouting, "You didn't come here to see me?"

"..."

"Ok fine, I'll stop it. It's right here," Gwen giggled before unzipping her hoodie and slipping out of her tracks with one fluid motion, making Peter's eyebrows shoot to the sky before falling down with disappointment.

Underneath her clothes was her new suit - one that seemed to be plucked right out of the comics. It was sleek, and form-fitting with a hoodie built into its collar, making it quite unique among the suits of the other spider-people. The base color of the suit was white, with black accents that added depth and patterns that made it all the more beautiful - not that it needed to be, given Gwen was wearing it.

She kicked off her shoes, revealing lightweight, flexible, and durable boots that seemed to blend into the suit, but the most notable feature was, as he'd expected, the web patterns that originated from a large, stylized spider emblem that represented every spider-person across the multiverse.

"You don't like it...?" she questioned, her eyes filled with confusion, looking at the disappointed expression.

"Of course I do. How could I not!" Peter waved her off. "It's just that what I expected was...errr...not the suit."

"Wha-ooh!" Gwen's eyes widened in realization before furiously blushing after realizing that perhaps randomly taking off her clothes wasn't the best way to reveal the suit. "You have a dirty mind!"

"I'm not the one who took their clothes off."

"You-!"

Gwen dashed forward and flicked his forehead, but he barely budged.

"Fucking brick wall," she grumbled, folding her arms, looking all the more gorgeous in the suit.

Peter merely chuckled, "All right, all right, I'll admit it, the suit looks incredible."

"Thank you!" Gwen's frowning face perked up almost instantly. "Wanna see something cooler?"

"Gonna take off your clothes again?" Peter asked with a hopeful expression.

"Maybe later," she grinned, giving him a sly look before elegantly backflipping over the 3-D printer and placing her hand on the corner of the counter and the wall.

BRRR!

With an inestimably small tremble, a small compartment opened up - one that revealed a fairly large hole, from which she pulled out two gloves - both attached to a web shooter and a mask, both of which she promptly put on. It covered her entire head, with two translucent, white, almost triangular lenses. The gloves fit like...well, a glove, but the moment the web shooters locked in with a satisfying 'CLICK', the entire suit emitted a white light, tracing the web patterns etched onto the suit.

BZZZ

"IT WORKS! HAHA!" Gwen pumped her fists in the air as black outlines appeared around her lenses, perhaps to help enhance her vision even further than it already was - biologically speaking. An unfortunate side-effect was that people could see her facial expressions via her eyes far more clearly.

"Whoa!" Peter took a step forward as Gwen ceased her celebration and stared into space - into seemingly nothing. "What just happened."

[ What? Oh, this? ], Gwen said, her voice suddenly much deeper and raspier as though a stone had gotten stuck in her vocal cords. The very next second her eyes widened, [ Shit! Voice Changer, Sorry! ]

"Ahem...Is this better?" Gwen tilted her head, her voice now sounding nothing like it did before. It still sounded American, but the pronunciation and intonation of words and sentences were completely different - as though there was someone else behind the mask.

"That's cool - it's really useful...but don't you talk when you fight already?" Peter frowned.

"Yeah, so wha-Oooooh!" Gwen facepalmed. "They already know how I talk, don't they?"

"Yup."

"Hmmm...I could pass off my previous way of talking as my fake voice and this as my new one?" Gwen thought aloud.

"You could do that. Not a bad idea," Peter shrugged spotting a chair on the side and taking a seat.

"Wait! Don't sit just yet!" Gwen called out, and Peter froze in the exact half-sitting position he was in a microsecond ago, using his Adhesive touch to not topple over.

"What? Is something wrong?" Peter asked, a tiny bit confused.

Gwen put her hands on her hips, "Didn't I say that I'd have a surprise for you here?"

"I thought that was you taking off your clothes."

"Haaaah, I'll never be able to live that down, will I?"

"I'll make sure of it."

"You're a bad boyfriend...", she playfully grumbled. "You tease me, while I take the time to make you a costume."

"Wait, a costume?!", Peter stood up in surprise, his heart skipping a beat as he watched Gwen bend down and pull out a neatly folded large piece of cloth before throwing it over to him.

"I promised a surprise, didn't I?"

He caught it with one hand, and it immediately unfurled before him, letting his gaze upon it with all its splendor.

His face unconsciously spread into a large grin as he drank in the costume. He immediately began tracing its entirety with his hands, reaching every single corner as Gwen watched on in amusement.

Once he was done feeling every single part of the costume, he carefully placed it down on the ground and closed his eyes, taking a deep breath.

"Wait, you can replicate this too?", Gwen asked in surprise as she watched Peter furrow his brows and concentrate. She knew he could generate clothes out of seemingly nothing, but perfectly replicating a complicated piece of clothing was something else.

"It...just takes a while," he mumbled, the clotheocytes in his body twisted and morphed, genetically storing the piece of data they'd just absorbed via the microscopic pores on his body.

A few seconds later, the T-shirt and pants on his body morphed and twisted before turning into a perfect copy of the costume that Gwen had manufactured.

It was form-fitting, but not as much as Gwen, looking far more medieval. With a black breastplate that rose and fell like a second skin, and armoured - metallic plates that ran down from his shoulders to his wrists that ended in a clawed glove that seemed to be designed to rip into flesh. A spiked belt covered his waist while a smooth yet mildly rugged cloak engulfed his head and flowed down his shoulders giving him a near-mystical look. The suit hugged his body, revealing the perfectly sculpted sea of muscles underneath.

Two glowing green eyes opened up under the hood, palpable excitement visible in them.

"I can work with this."

***