Spider-Man 0X

Miles stood a few feet away, his dark suit shimmering with the fluid motion of nanites. His expression was cold and almost emotionless. Gwen's fists tightened as the cybernetic fibers of her fists hummed with power. The sting of her recent actions is still fresh in her mind. She had killed Peter Parker—this world's Peter Parker, the man she loved, albeit an alternate version. The guilt gnawed at her, but she couldn't afford to lose focus now. Not when the stakes were this high.

Miles' smirk grew wider. "So, what's it going to be, Gwen? Are we going to play this the hard way or the easy way?"

Gwen launched herself forward, closing the distance between her and Miles in less than a second. Miles' eyes widened for a brief second, but his reaction time was just as quick. He dove aside, avoiding Gwen's fist by a hair's breadth. The cyborgs also launched themselves forward, converging toward Gwen in an overwhelming swarm. Their hands reached out, ready to grab hold and pull her apart limb by limb.

"Get back. I'll deal with her, as for you all, go out and cause some mayhem. Keep the Avengers and Mutants busy. I'll personally deal with her. NOW GET MOVING!!" Miles screamed loudly as the cyborgs suddenly stopped and without any delay or questions as they tore through the warehouse walls and out into the night.

Gwen's right arm transformed into a plasma blaster as a bright blue beam shot forth, striking Miles in the chest. There was a burst of smoke, the sound of shattering metal, and Miles was propelled backward into a wall. With the cyborg henchmen cleared she charged in, firing rapidly, pushing Miles.

The plasma bolts hit the wall and exploded with tremendous force, creating an inferno. Yet through the billowing clouds of fire, there was a flicker. A small glimpse of a shadow rushing through the blaze toward her. Gwen didn't stop as she switched her left arm into a cryo blaster and kept firing at Miles, who was dodging and running around the warehouse with ease. There was a faint yellow barrier around his body, generated by his nanites, that was defending his body.

"C'mon, Gwen. You know you can't defeat me with inferior technology. Besides, it doesn't have to be this way. You could join me. Together, we could be unstoppable. No more hiding, no more running. There are countless Peter Parker in this multiverse, I'm sure we can find one for you to replace yours," He avoided yet another stream of fire and rolled behind a fallen steel beam.

'Damn. Miles is too fast,' Gwen cursed under her breath. He was using his enhanced agility to dodge most of the beams. She merged her both arms as the nanites reshaped, turning them into a laser-point machine gun. 'Locked and Loaded.' She unleashed a deadly barrage of blasts upon Miles' hiding spot. An overwhelming assault of heat and destruction that consumed everything around, disintegrating steel, metal, and concrete, and vaporizing everything else.

'That bitch! I can't even hack her system. Old model,' Miles cursed under his breath and emerged from behind the beam with the shield surrounding him. He ducked, dodged, and jumped around the blasters. 'How the fuck is she using those weapons. The original model didn't have a laser-point machine. Fuck. Did she upgrade her cybernetics in secret?! Tsk.' Miles clicked his tongue in annoyance.

The warehouse was a battlefield of flashing lights, clashing metal, and the deafening roar of explosions as Gwen and Miles faced off. The air crackled with energy as Gwen's upgraded cybernetic weapons powered up to their maximum output. Each move she made was calculated, efficient, and deadly. This was no ordinary battle—this was a war, and she was prepared to do whatever it took to win.

'Damn it! There's no opening!' Miles ran across the warehouse, dodging and avoiding as much as possible. His suit's shield was draining faster than he expected. He was fast, almost impossibly so, but Gwen's enhanced reflexes kept her right on his heels. Her new upgrades, hidden from everyone, even from Miles' ever-watching eyes, were about to turn the tide.

'Plasma blades activate. Rush mode activate.' Gwen activated a new sequence in her cybernetics. Her legs glowed as a surge of energy coursed through them, amplifying her speed. She vanished from Miles' sight for a moment, only to reappear directly in front of him. Her arm had already transformed into a glowing blue blade made of hardened energy. She slashed at Miles with a speed that defied physics.

The blade met the shimmering barrier of Miles' nanite shield, sending sparks flying in all directions. The force of the collision sent shockwaves through the ground, cracking the concrete beneath them. But Gwen wasn't done. She followed up with a spin, her other arm transforming into a hammer that glowed with an intense heat. "SMASH MODE ACTIVATE!" She brought it down with all her might. The air rang as the impact created a fiery explosion.

Miles barely managed to block the attack, but the impact was devastating. His shield flickered, and he was forced back, skidding across the floor. For the first time, his expression faltered, showing a hint of surprise.

Gwen pressed the advantage. She pivoted on her heel, her body a blur of motion as she unleashed a flurry of attacks. Her arms morphed rapidly, switching from blades to blasters to hammers, each strike more powerful than the last. The upgrades she had integrated into her cybernetics gave her an edge Miles hadn't anticipated.

Miles grunted as he blocked another powerful strike, his nanites straining to keep up. "When did you upgrade your cybernetics? To think you could push me to this degree. Not bad..." he admitted through gritted teeth, his voice lacking the smugness it had held earlier.

Gwen's only response was another attack. "Lock on!" She activated a hidden compartment in her arm, releasing a cluster of micro-missiles. They locked onto Miles and fired, creating a series of explosions that engulfed him in flames and debris.

But Miles wasn't out yet. As the smoke cleared, he emerged, his armor scorched but intact.

"You're not the only one with new tricks," He growled. With a thought, he activated a hidden subroutine in his nanites.

The nanites shifted, expanding and morphing around him until they formed a massive exoskeleton. The suit was hulking, with reinforced plating and multiple weapon systems integrated into its frame. It was a far cry from the sleek, agile form he had been using earlier. This was a brute-force weapon, designed for maximum destruction, not to mention its defensive capabilities.

He swung a massive arm at her, the exoskeleton's servos whirring with power. Gwen barely managed to dodge, the ground where she had been standing exploding in a shower of debris. The shockwaves were enough the level the warehouse. Miles didn't let up. He surged forward, his movements slower than before but far stronger.

Gwen used a series of acrobatics, mixing and matching techniques with her cybernetics as she feinted and dodged in an effort to get away from the unavoidable attacks. And thanks to the now-destroyed warehouse, she had enough space to dodge the assault.

She counter-attacked with blasts from her plasma cannon, but Miles' exoskeleton absorbed the impact, the energy dissipating across its surface. He responded with a volley of missiles from his shoulders, forcing Gwen to leap back. These missiles were locked onto her, so avoiding them wasn't an option, considering Miles might take this chance to rush in on her. So she activated the force field to protect her from the shrapnel.

"Damn it!" Gwen knew she had to think fast. Miles' new armor was a game-changer, but it also had weaknesses. The heavy bulk of it made him slower, less agile. If she could exploit that, she might be able to turn the tide back in her favor.

She activated a tactical visor in her suit, scanning Miles' exoskeleton for vulnerabilities. Her AI quickly identified weak points in the joints, where the armor plating was thinner to allow for movement. It also detected an energy source in the chest, likely powering the entire suit, but it was protected by an energy barrier.

Gwen narrowed her eyes. "Gotcha," she muttered.

With a burst of speed, she charged at Miles, her arms shifting into twin energy blades. She dodged his wild swings, using her agility to stay one step ahead. When she got close, she aimed for the joints, slashing with precision and force. Sparks flew as her blades cut through the thinner metal, causing Miles to stagger.

"YOU FUCKING BITCH!" He roared in frustration, trying to catch her with a wide sweep of his arm, but Gwen was too quick. She ducked under the blow and slashed at the back of his knee joint. The armor gave way, and Miles stumbled, dropping to one knee.

Not wasting a second, Gwen's arms transformed again, this time into a massive energy cannon. She pointed it directly at the power source in Miles' chest and fired. The blast was concentrated and powerful, hitting the exact spot where her AI had identified the weak point.

[Booom!] The explosion was deafening.

The energy cannon's blast tore through Miles' exoskeleton, hitting the power core directly. The armor sparked and crackled, the nanites struggling to repair the damage, but it was too much. The exoskeleton powered down, the once strongest cybernetic suit now a smoking, sparking wreck. Miles collapsed to the ground, the exoskeleton falling apart around him. He groaned, trying to push himself up, but his body was broken and sparking with electricity, his systems overloaded.

Gwen stood over him, with her energy cannon pointed at his head. Blue liquid began to spill out of his body and mouth.

"It's over, Miles," she said, her voice cold.

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