Gwen was going about her day in her home when she suddenly felt a strange sensation that made her senses alert. It was as if something was happening that needed her attention. She looked around her room, but everything seemed normal. However, her feeling of unease persisted. Suddenly, the container in her room filled with a strange goo fell over, spilling its contents on the ground. Gwen felt a bit uneasy and wondered what caused her senses to alert her.

As she tried to make sense of what was happening, she decided to look out the window. She had a clear view of the facility and that's when she noticed the chaos that was going on outside. The rebels had launched an attack, and it was only a matter of time before things got worse. Gwen felt a strong urge to help them escape and do something to stop the chaos.

She opened the window, hoping to get a better view of the situation outside. However, she was unaware that a strange creature had attached itself to her foot. As she took a step forward, the goo from the container stuck to her foot. She didn't seem to realize it was there or even notice the broken container. Gwen began to feel a sense of urgency as she knew that time was running out, and she had to act fast.

Despite feeling stuck and unsure of what to do next, Gwen was determined to help the rebels and stop the chaos from spreading. She knew that it was up to her to act quickly and decisively. She took a deep breath and made her way outside to join the fight.

Peter lay there, observing his wound's futile attempts to heal. The saber's heat only exacerbated the injury, and each effort to mend itself resulted in Peter losing more blood, leaving him bleeding out even more.

Kanan had his saber raised and was ready to defend his family and team. Ezra joined his master as they had their blades raised, looking towards the injured Peter beginning to be surrounded by Stormtroopers.

"Hera, get everything on board. Sabine, Zeb, get Peter. We'll cover you!" Kanan directed them.

"Kanan! Watch yourself!" Bucky warned as Vader came in for a strike.

Kanan blocked the strike just before Vader could kill him. But even when he blocked the strike, it was difficult to hold as this was someone strong with the Force. The Troopers were beginning to take defensive positions and opened fire.

Bucky took position behind the leg of one of the wakers while everyone else took cover behind one of the crates. Hera was moving the generators into the ship while everyone kept her and Tua covered as they boarded the ship. Sabine tried to get over to help Peter but was stuck with constant blaster fire.

Vader then used the Force to then shove Kanan and then sent him and Ezra flying. Kanan managed to find his footing and was ready to go back into the fight. He went to see Vader, who was quick to block the attack. Kanan was bounced backward due to the impact and immediately went back into it again. Kanan went to try and strike him, but Vader actually grabbed Kanan's arm and ended up holding him into the air before throwing him across the floor and into a crate.

Ezra got up and ran towards Vader, only to be picked up and flung into the Walker and kept there. Then Vader started to manipulate Ezra, causing him to lift his lightsaber up to his neck.

"Your master has deceived you into believing you could become a Jedi," Vader said.

Ezra was struggling to stop him from leaning the saber to his throat. Kanan then managed to get back up and took a swing up to attack Vader from behind. This made him lose his grip on Ezra and focus on battling Kanan.

Hera and Tua ran into the ship with Chopper making his way to the controls. "Get ready to fly us out of here!"

Chopper bleeped, worried about Peter.

"I know, we need to worry about that when we get out of here!" Hera proclaimed as she ran out to help everyone.

Sabine tried to find a way out and got an idea as she took out some detonators and handed some to Zeb. "You know what I do in hopeless situations?"

"Yeah! Blow stuff up!" Zeb proclaimed.

They tossed several detonators to create a smokescreen, providing an opportunity to dash toward Peter. Sabine sprinted to a stack of boxes and began firing at the troopers encircling Spider-Man. Despite her efforts, their cover made them difficult to hit.

However, they were helped by a woman wearing a white outfit with a hood raised. This was Gwen Stacy. She leaped down and kicked the trooper into its second, and ended with Gwen clearing a pathway for them. She then looked down and gasped when she saw Spider-Man was injured.

"Oh, no," Gwen said in terror.

"Peter!" Sabine ran over to his side. "Peter?"

"Sabine?" Peter asked in pain. "Is that you?"

"Yeah. It's me." Sabine assured him as she helped him up. "I got you."

"Let...let me help." Gwen said as she walked over and helped hold Peter's other arm so he could walk better."

"I'll keep you covered!" Zeb said as he stood up and opened fire, letting out a roar in anger. "Come on, you bucketheads!"

"Sabine? Am- am I breathing?" Peter asked as they walked through the battlefield.

"You are. Don't worry." Sabine tried to comfort him. "Just focus on me, we'll get us out of here."

Then something came running through the walls, causing an explosion and Sabine and Peter to be flown farther from the ship. Gwen was left standing as she saw

Sabine shrieked when she saw the Walker falling and it barely missed them when it fell on top of another destroyed Walker, and nearly caved on them when Gwen grabbed it and saved them.

"Pete?" Sabine recognized it was the creature that crashed their ship before. Then she saw Peter wasn't responding. "Peter, we gotta go!"

Gwen aided their escape from the Walker while Sabine seized Peter, pulling him to safety and permitting her to let go. Gwen then turned to see the Mudhorn man approaching with a mocking stride.

"Aw, looks like this Spider-Man is broken. I want to exchange for a new one." Mudhorn Man stated, looking over to Gwen. "Ah, this one will do."

"Kid..." Peter got Gwen's attention. "Run."

Gwen's gaze shifted between Peter and Sabine as she had a look oc concern, then back to the Mudhorn. Leaving now would only result in the hero's demise at the hands of this monster. She resolved not to allow that to happen. It was time for her to step out of the shadows and take action. She was ready to confront the empire she so deeply loathed.

"You..." Gwen snarled as her fists started to glow blue, a new energy flowing through her body. "Back...the flark..."

Mudhorn Man then went charging towards the others as Gwen ran up to fight him off.

"...off!" Gwen proclaimed as she inevitably charged up bioelectricity in her fist, causing her to send the Mudhorn Man flying and crashing into another Walker. Gwen stood in shock as she looked down at her fists and saw the electricity crackling off her knuckles. "WHAT WAS THAT?!"

"I don't know, but any chance you can do it again?" Sabine asked, looking toward Mudhorn Man who got back up.

"Oh, I've got this guy!" Gwen promised as she tried to build up the energy again. "Let's do this!"

Sabine noticed she was handling the Mudhorn man and turned to Peter, observing that his condition was not improving. She realized he was still losing blood and they remained trapped in the midst of a war zone.

"Focus, Pete. Come on, we gotta get out of here!" Sabine said as she helped him get to his feet. "Come on, one foot in front of the other. We can do this!"

Peter and Sabine kept only stopping and it ended with Peter falling over. The injuries were too much for him to bear. He couldn't walk any further.

"No!" Sabine cried, getting everyone to look towards her. "Peter, you gotta stay with me!"

"Peter, come on." Sabine tried to get him to wake up. She took off his mask so they could look him in the eye, but saw his breathing was only getting worse. BD ran over and jumped on Sabine, seeing his friend was dying. "Peter! Don't you dare quit now! Don't you dare quit!"

Zeb shot another trooper and made his way over. "Come on, kid, this is a flesh wound." He tried to downplay the situation. "You've survived worse. We'll get you patched up and you'll be better in no time."

But Peter didn't hear any of this. In fact, he went limp the second that Zeb finished talking. Sabine broke down into tears as she clung to Peter's body and cried. She removed her helmet, allowing the tears to flow down.

Mara Jade was brought to the medical bay due to her physical discomfort. The medical staff tried everything in their power to diagnose and treat their symptoms, but unfortunately, they could not find any underlying health issues. Mara Jade was being closely monitored and examined, but nothing was out of the ordinary.

Suddenly, Mara Jade experienced a sharp pain in her chest, and it felt as if her heart had stopped. She began to choke and gasp for air, causing the medical team to spring into action to assist her. Despite their best efforts, they had a difficult time figuring out what was causing her sudden health issue.

"No!" Kate cried seeing her friend die as she pulled out three explosive arrows and shot them, causing a massive explosion.

Sabine wept, clinging to Peter. As she cried, the black goo from Serena's botched experiment crept towards Peter. Sabine didn't notice it attaching to Peter's torso, and Zeb, initially confused, realized too late. Overwhelmed by the sight, he was utterly lost.

"Sabine?" Zeb got her attention.

Sabine took a step back as she observed the sticky, gooey substance that was slowly attaching itself to Peter's body. Her eyes widened in horror as she watched the material engulf him completely. However, to her surprise, the goo didn't seem to harm him at all. Instead, it worked its magic and conjured up a new suit for him.

The suit had a rough, body armor-like texture, with black-plated parts and prominent white features that included the eyes, spider emblem, and web shooters. The overall design of the suit was sleek, with intricate details that made it stand out. As Sabine looked on in amazement, she was wondering what this thing was made out of. Then if that wasn't surprising enough, Peter jumped up and awoke like nothing had happened, spooking BD in the process.

Mara Jade then gasped as she woke up and looked around, feeling a new sense of power flowing through her. It was like she had all of the energy in the galaxy.

She was uncertain of the power's origin, yet it felt... good.

It was like she was almost reborn with this newfound sense of power and abilities.

"What happened?!" Peter asked in shock as he looked around and noticed the suit. "What...what is this?"

"I don't know," Sabine admitted. "But...Peter, you died."

"Well, I'm feeling better now," Peter admitted as he saw the troops closing in. "You guys get to the ship. I'll handle these guys."

Sabine and Zeb acknowledged each other and quickly made their way toward the ship where Chopper, Bucky, Tua, and Hera were already waiting. As they approached, they saw Kate and Yelena running towards the ship, closely followed by a group of stormtroopers. The blaster fire was intense, and the tension was palpable.

Just as it seemed like the troopers were going to catch up, Peter began to prepare to strike. He clenched his fists tightly, and his suit began to transform, forming a giant fist that stretched outwards. With a powerful punch, he hit one of the troopers, sending them flying into the legs of the nearby Walker, causing it to topple over and crash to the ground.

Meanwhile, Gwen was still engaged in a fierce battle with the Mudhorn Man, trying her best to hold him off. Just as it seemed like she was about to be overwhelmed, Peter arrived on the scene. With a swift leap, he effortlessly cleared the distance between them, wrapping his arm around the Mudhorn's head and slamming it down into the ground with a resounding thud. The impact was so powerful that the ground shook, and the Mudhorn was left dazed and disoriented.

"Ooh, this feels good!" Peter explained as he looked at Gwen. "Get to the ship!"

"How is he still alive?!" A trooper cried out as he aimed to fire at Peter.

"Guess your boss needs better aim!" Peter cried as he punched another, uppercutting him and the suit created a large tendril that sent him flying even further.

Peter sensed another coming up from behind him, which was a mistake as Peter turned around, and his fingers became tendrils of their own and ended up grabbing the trooper by the leg, yanking him into the air, and then Peter ended him being smashed into the ground.

Peter then turned and saw Kanan and Ezra needed a hand, He reached his tendrils to try and help, but he got too close to the sabers and it harmed whatever the suit was made of. He screamed as he yanked the tendrils back. Then he looked around and wondered if there was another way he could help and looked up at the Walker above them and got an idea. He stretched out and the tendrils latched upward and grabbed the Walker, then started to pull them.

Kanan and Ezra seemed to guess what he was planning as they used the Force to then push Vader over to the Walkers as they were falling downward. Vader looked up at the Walkers as they were falling and raised his hand in response. When the Walkers fell on him, it gave the two a chance to back up and get a look at Peter's suit.

"Where'd that come from?" Kanan asked, looking over his new suit.

"I am not entirely sure," Peter admitted as he looked it over. "But...man, I never felt so alive."

"Not exactly something I thought I would hear from someone who was stabbed," Ezra said.

"Come on," Peter said as they started to make their way towards the ship.

Suddenly, Peter's senses tingled with the presence of danger, prompting him to turn just in time to see the Walkers being lifted from the ground. They observed, astonished, as Vader remained unscathed, and effortlessly caught the Walker before it could catch him.

"If that doesn't kill him, what will?!" Ezra asks.

"Not us!" Kanan cried as he pushed Ezra towards the ship. "Move!"

They ran towards the ship as they started to take off and they tried to reach it. Sabine and Yelena offered some help as they tried to shoot Vader to slow him down. But Vader managed to redirect the shots, sending two at Sabine's helmet, sending her flying backward. The other one went for Yelena, hitting her in the arm, causing her to cry and get caught by Kate.

Peter then grabbed the two of the Jedi and leaped into the ship, using the suit's tendrils that gave him an extra boost to get into the vehicle. They made their way inside of the ship and they closed the latch and flew off, trying to get as far away as possible.

"My lord, I will mobilize our fighters to pursue." The one and only surviving Trooper said. He was cowering behind the legs when he saw Spider-Man tearing through them.

"That will be unnecessary, Commander," Vader tells him. "The rebels will not leave the planet yet.

When they were a safe distance away, the team was trying to get over the run of emotions they went through in that fight. Peter almost dying, a strange new suit coming out of it, and a new spider hero coming out of it to help. Yelena groaned as Kate was treating her wounds.

"You sure you're alright?" Kate asked as she patched her friend up.

"I'll live, Kate Bishop." Yelena groaned, wincing from the burn.

"Zeb, make sure they can't track us," Hera tells Zeb.

"Consider it done," Zeb promised as he headed to the cockpit.

"You okay?" Peter asked Sabine, his new suit mask retracting on its own like it was his iron suit.

"Don't worry, I'm okay," Sabine said as she removed her helmet.

"Kanan, what was that?" Ezra asks Kanan. "Another Inquisitor?"

Kanan sighed as he held his shoulder. "No. Something worse. A Sith Lord. The ancient enemy of the Jedi."

"How do we fight him?" Ezra asks.

"Fight him?" Kanan was shocked to hear that question. "Ezra, we were lucky to survive. Peter almost got killed in one move."

"Someone like that worse than an Inquisitor?" Bucky scoffed. "Great. It's just like fighting HYDRA. You think they died off, and two more grow in its place."

"Okay, so, who is our mysterious new-dressed friend?" Yelena asked, looking towards Gwen.

"I don't know, but she seems to not only be a fan but have similar powers to me," Peter commented as he approached her. "Who are you?"

Gwen was still trying to figure out everything that just happened, but finally got over it and then reached up to take off her mask. "My name is Gwen Stacy," she introduced herself. "And...I've been following you guys for a while."

"I can't tell if I'm honored or creeped out," Kate commented.

"So, you have similar powers to me?" Peter asks. "How?"

"Well...my step-mom, she's been trying to...mimic your powers," Gwen confessed to everything. "She's Serena Patel."

"Serena Patel?" Sabine seemed to know the name. "The forefront to the Empire's bioengineering and genetic research?"

"Kill her," Yelena stated.

"What?" Gwen asks.

"We're not killing her," Peter promised. "How'd you get these powers?"

"Well, she was working on DNA splicing with spiders for a while, and one of her experiments got loose..." Gwen recapped her origins. "It managed to bite me, and...here I am, spider powers and all."

"Why are you fighting the Empire then?" Bucky asks. "If your mother-"

"I have been to planet after planet my stepmother has visited." Gwen interrupted him from finishing. "I witnessed the terrors of the Empire firsthand. And I wasn't a fan of what I saw. I couldn't fight back, because I was...well, I guess nothing really changed." She admitted, looking at the scrawny form she kept after the transformation. "I just want to do some good for the world after everything I watched the Empire do."

"So, we're not killing her?" Yelena asks.

"We were never going to do that," Kate stated.

"That settles it," Hera stated as she stood up. "I'm going to make for orbit so we can jump away."

"Wait, no." Tua stopped her. "I promise you, He will have a blockade of Destroyer's waiting for us."

"And this shuttle is slow," Kate commented as she came down from the cockpit. "And it barely has any weapons or shields. We'll be blown out of the sky."

"We're gonna have to find out how to smuggle ourselves off Lothal for a change," Sabine scoffed.

"That's not a bad idea," Hera commented.

"What are you thinking?" Kanan didn't like that work.

"I'm thinking we know the right man to smuggle us off-world," Hera said with a grin as she headed up the cockpit.

Peter, Kanan, and Ezra seemed to all realize who she was talking about. "Not him!"

Getting some help from Lando Calrissian to get them off of Lothal with the Empire coming after them. The entire of Lothal has been turned against them with them being framed for kidnapping Tua.

They landed the jet and found a small piece of land where they once left Lando with his pig. They exited the ship and they were where they found a droid waiting there for them.

"You must be Lando's droid." Hera guessed.

"Yes, ma'am." He confirmed. "Welcome. I have prepared everything according to Calrissian's instructions. Is one of you a mechanic?"

"Oh, that must be me," Sabine stated.

Chopper grunted in defense of him.

"Definitely not you, Chop," Peter told him and looked over his suit. "Whew. This thing feels...so good."

"You're not worried?" Bucky asked as he didn't seem to be a fan of the suit.

"It seems alright." Peter shrugged, flexing his muscle, accidentally sending a tendril out, causing him to shriek and stop it. "Okay, I still gotta figure out how this thing works."

"So, what do we do about her?" Yelena asked, looking at Gwen. "Because give me three minutes, she won't be a problem anymore."

"What?" Gwen asked as she backed off. "Whoa. Whoa. You don't gotta do anything with me. Look I wanna get away from the Empire. And right now, I'm a wanted fugitive for helping you guys escape. If I go back now, they'll kill or capture me and throw me with the rest of them."

"Rest of them?" Kate asks.

"The Mutants. They're all locked up in some facility." Gwen explained.

Peter was surprised to hear that as he approached Gwen, retracting his mask to finally meet her face-to-face. "You know where this facility is?"

"No. sorry. My step-mom was never good at sharing secrets." Gwen was sorry to say. "But I know other secrets. Other...what's that smoke?"

Everyone looked over towards the direction they were looking and were shocked when they saw a giant cloud of smoke rising from the distance. Ezra was the first to react as he ran towards one of the speeders in the area.

"Hey, kid!" Zeb tried to stop him.

"Just let him go, Zeb," Kanan tells him.

Ezra zoomed across the distance and reached Tarkintown where he met the team trying to help. But what was left was nothing. There was fire and ash, with everything burned down and nothing left standing. Kanan zipped over on another speeder as Ezra used binoculars to check for anyone left.

"There's no one," Ezra said in sorrow. "They're all gone."

"They're prisoners of the Empire now," Kanan stated as he started to walk over towards his apprentice.

"All I sense is evil," Ezra stated. "Why would they burn Tarkintown?"

"To spread fear, make us afraid," Kanan explained. "The people that lived here just got caught in the middle."

"This happened because of us?" Ezra asked.

"There's a cost for any action we take now, Ezra," Kanan informed him. "Things are getting worse just as they did back when I was your age. But back then, there were 10,000 Jedi Knights protecting the galaxy. Now..."

"There's just you and me." Ezra sighed.

"Against an Empire," Kanan emphasizes.

"We can fight! We have allies." Ezra stated.

"Do you understand what you're saying?" Kanan questioned the young boy. "You saw what we're up against. Look!"

"I'm not afraid," Ezra promised, seeing the scorched town of innocents.

"That's what worries me," Kanan whispered.

Making their way back to the group, seemed while they were gone they were managing to pull together a plan. They were loading up the equipment to their shuttle when the two Jedi returned.

"What happened out there?" Kate asked them.

"The Empire burned Tarkintown," Kanan informed them.

"Did anyone survive?" Sabine asked.

"The population's been taken captive," Ezra explained.

Zeb growled as he cracked his knuckles. "Let's go bust 'em out." He then started looking around. "Where's my rifle?"

"No." Kanan stopped him. "He'd be waiting." He then looked worried as he eyed Peter who heard the news and walked off. "We already almost lost one of us, and it was a miracle in itself he's not dead."

Peter let his frustration out by punching the ground with all his might and anger. That caused the suit to create a giant tendril that extends from the suit itself down the pathway, and then all the way over the fence. Then it ended with a giant rupture coming from the ground and a dozen or so sharp tendrils coming out of the ground.

Peter was surprised at what he did and looked down at his fist. "We've gotta figure this thing out."

Kanan then looked over to Hera. "You were right. We have no choice. We have to leave."

"For the good of Lothal." Hera nodded.

"That means we're taking the blonde?" Yelena asked, gesturing towards Gwen.

"The blonde has a name," Gwen stated back at her.

"Didn't care enough to remember it." Yelena retested.

"That's a good thing, trust me." Kate whispered to Gwen, referring to how Yelena constantly refers to her as 'Kate Bishop' constantly.

"So what's the plan for gettin' out of here?" Kanan asks.

"Lando had these old transponders lying around," Hera explained. "Sabine's gonna tune their signature codes to match this shuttle's."

"Sounds like a lousy Lando plan." Kanan scoffed.

"No, it's Lando's gear. It was my plan." Sabine informed them. "With these transponders beaming out the same signal as the shuttle, we should be able to slip by unnoticed."

"Ooh, sounds like a lousy Sabine plan." Zeb chuckled.

"Better than Lando's," Kanan stated.

"Is this really the best course of action?" Tua asks them.

"It's the best we've got." Peter snarled at her in anger. Frustrated with what happened with Tarkintown and innocent people being harmed. "You don't like it? You can walk back."

Everyone was a little put off with Peter's behavior but it was reasonable to say he was frustrated by the current events going on. They needed to get up and get off of Lothal to keep the city planet.

They then flew across the upper atmosphere to the planet, but instead of heading upward, they began flying around to begin releasing the devices. The Empire then began to span their resources so they could track them, but all of the devices were making things harder to track. They managed to break the atmosphere and zipped into Hyperspace before escaping.

"Never thought I'd say this, but thank you, Lando Calrissian," Hera said as she climbed down from the cockpit.

Chopper grunted in response as BD whirred on his head. Chopper seemed to be irritated by him, spinning his head to send the small droid to be thrown towards Peter.

"So, after dropping Tua here off with the group, where will we go?" Kanan asked.

"What are you talking about? We're part of the rebellion now." Hera reminded him.

"Are we? Are we all sure about that?" Kanan asked his squad.

"Maybe we could just grab the Ghost and lay low for a while." Sabine had to agree, not liking the idea of that Sith Lord coming after them again. They might have gotten too loud for their own good.

"I like fighting with Phoenix Squadron." Zeb gave his voice. "Reminds me of the Honor Guard. Besides, they're counting on us. Wouldn't be right to abandon them now."

"He's right." Peter agreed with Zeb. "Besides, we have no idea what this thing on me even is, but the other Avengers might help me understand what it is."

"Ezra, what do you think?" Hera asked the youngest.

"We can't help Lothal now, but I think the rebels can help us get stronger, so we can go back and change things." Ezra gave his word. "I think we should stay with the rebel fleet."

They then exited Hyperspace, beginning to make their way towards Phoenix Home.

"Phoenix Home, this is Ghost away team." Hera called in. "Clearance code 1-2-1-8-1-5."

"Your clearance code checks out. Welcome home, Ghost team."

They then patched and landed aboard the shuttle. Peter took Gwen with him as he headed back toward Hank McCoy's office.

"Doctor McCoy? Dr. Pym?" Peter called as his suit retracted into his body, spooking him and Gwen. "Whoa."

"Peter," McCoy called when he saw the young man. "What do I owe the pleasure?"

"Well...I was...stabbed." Peter informed McCoy.

McCoy stopped everything he was doing and ran over towards Peter. "Are you okay?!"

"Where were you stabbed?" Pym asked as he approached the two.

"I'm fine," Peter promised. "In fact, I feel great."

"That's not something I hear often." McCoy comments. "What happened?"

"Well...from what I was told...I died for a moment." Peter explains and then shrugs, raising his arms. "Then this happened." He then grunted and the Symbiote formed around Peter's body, spooking the scientists. "Yeah." He gestured to Gwen. "Seems the Empire is trying to make more of me, and ended with this suit, and her getting powers. I just wanted to know what you guys could make of it."

"This is fascinating," McCoy said as he reached to caress the fabric of the suit. "Extraordinary. What is this thing made out of? So worst of nanite-based fabric?"

"I don't know, but it can respond and react to my commands," Peter explained.

"Armor with a neural interface?" Pym for interested as he looked it over. "This is amazing."

You wouldn't mind if we kept a sample for study?" McCoy asks.

"No, go ahead," Peter promised. "And my new friend here has a few things to say about the Empire's work." He said as he looked to Gwen. "She has powers like mine, so I'll be...I guess training her. Is that what you want?"

"More than anything," Gwen confirmed. "I really need to understand these powers."

"Okay, I'll leave her with you guys for a while, let you hear her out, and I'll check back with you later," Peter tells the three. "I gotta go debrief to Commander Sato of the idea of the Empire getting mutants."

Before Peter could leave, he was stopped by BD who came running. He then leaped on the counter, bleeping like crazy to warn them of something.

"What's his problem?" Pym asks.

"He said a transmitter activated on our shuttle moments ago." Peter said in worry.

Gwen's blood froze when she heard that. "The Empire tracked us back to the fleet."

Peter ran off to meet up with everyone else as they all reached the command center right after the other.

"Commander Sato! We need the fleet to jump out of here." Hera warns him.

"Our shuttle was tracked." Peter cried in terror.

Then an alert went off, causing them to react. "Commander, I'm scanning a ship entering our sector." He then showed the ship, which gave Peter the same feeling as he had back on Lothal. "We're tracking one target. No other ships have entered the system."

"Move Phoenix Squadron to intercept." Sato tells them.

The fleet sent fighters to attack the lone TIE Fighter, several fighters coming in to take down the one ship. But when they fired upon him, the TIE managed to dodge all of their attacks, and then opened fire to then strike them easily.

"Enemy fighter's making for the command ship." The pilot warned before being shot down.

"Hes coming right for us." Ezra noticed.

Then the entire bridge began to shake, indicating the TIE made contact and shot on them.

"How can one fighter best our entire squadron?" Sato asks.

"Your pilots are outmatched, Commander." Hera stated as she ran to the doors.

"Uh, what are you doing?" Kanan asked.

"Getting involved." Hera stated as she ran for the Ghost.

Kanan sighed and then groaned in anger. "Not without me, you're not."

"Let's go." Sabine said as she ran to help.

The ship began to shake again, and Peter could sense the chaos this was causing. There were people who were trapped, screaming in fear. He needed to help them get to the escape pods. "There are people in danger. I've gotta do something."

"Then do something." Sabine stated and placed her helmet on. "Ezra, come on!"

"All right if I tag along?" Ahsoka asks.

"The more, the merrier." Ezra shrugged.

The TIE carrying the Dark Lord himself was coming in for another round, he managed to strike down the last of the Fighters. Peter was running around the base, trying his hardest to keep the fires from spreading using his tendrils. But when he did, he screamed and yanked the suit back in pain.

"Guess this thing doesn't like fire." Peter stated as he started to shoot webbing, cooling the fire. "Guess that'll have to do."

"Everyone, check in." Hera called as she reached her seat.

"Tail gun, check!" Zeb called.

Turret, check!" Sabine called.

"Nose gun, check!" Bucky called out.

"Check!" Ezra called.

"All right, kids, do Mom and Dad proud." Hera called as she took off.

They separated from the command ship when Kanan noticed he was coming in for another round. "Here he comes."

Vader opened fire, taking more of the command ship. "We've lost our shields!"

"Ghost moving to engage." Hera called as they flew in to attack.

"I'm on him!" Sabine called as she opened fired to try and shoot him down, but he was able to evade every single attack. "Who is this guy?"

"Sir, the last attack damaged the hyperdrive core! We are dead in space."

"Phoenix Home to Ghost." Sato contacted them. "We can't withstand another attack from that fighter."

"Copy that." Hera said as she was trying to keep ahold of the TIE. "Phoenix Squadron, form up and focus fire."

They got support from two other ships closing in and helping.

"The Force is strong with him." Ahsoka took notice. "Kanan, let's find out how strong."

"How can I help?" Kanan asks.

"Just remember your training." Ahsoka said as the two of them reached out, trying to connect with the Sith Lord from afar.

Ezra was trying to shoot him down, but began to feel a strange sensation. Back on the ship, Peter was beginning to feel more fear rise up within him, like this fear wasn't just his own.

"There's something familiar." Ezra comments.

"I feel...Cold." Peter whispered as he looked down at himself, clutching his fists.

"I think I know who it is." Ezra called into the comms. Ahsoka and Kanan were still focusing on trying to connect with Vader, learn how strong with the Force he is. "Back on Lothal I felt something. Kanan did too. And so did Peter. The fear. The anger. The hate. It's the Sith Lord we faced."

Ahsoka gasped when she felt a familiar presence when she sensed his power. And she didn't realize she involuntarily had allowed the Sith Lord to feel her presence. Ahsoka screamed in pain as she passed out due to the probing. Kanan was quick to catch her, and tend to whist was going on.

Peter however was also feeling their presence, and was feeling all of these emotions, and trying to process them all at once, and the surge Vader and Ahsoka caused a final straw to break.

Peter let out a scream as he unleashed a powerful wave of emotion that sent tendrils of his suit out across the whole ship, shoving people around, but also suffocating all of the fires in the process.

That same surge was felt by Mara Jade who ended up letting out a powerful blast of Force energy and sent things flying everywhere. She wondered what that was, and looked down at her fists to question how this is possible to feel so much frustration and so much power that's not coming from the Dark Side of the force. What has Peter Parker done?

"The apprentice lives." Vader comments, feeling a new presence in the force as he ended up pulling off his final attack.

"The Imperial pilot broke off his attack! And the fires around the ship have been taken down."

"They did it!" Sato calmed down, the ship losing power. Captain Syndulla, whatever you're doing, keep it up! The fires have been extinguished. The fleet can recover!"

No! Commander, you need to get the fleet out of here now!" Kanan demanded, tending to Ahsoka.

"I will not abandon our command ship." Sato promises.

"You don't have a choice, sir." Bucky stated. "Without a working hyperdrive, you must abandon ship."

"Sir, we have Star Destroyers in Sector 5."

Then two Destroyers appeared fro, Hyperspace and we're here to help Vader. "Lord Vader, we have entered the system and await your orders."

"Move your Destroyers to block their escape, but hold your fire." Vader tells them. That insurgence in the Force made him curious about who was on board that ship. "I want these rebels alive."

"It's now or never, Commander." Kate cried as she ran into the command module. "We have to go!"

Sato felt his ship shake and nodded. "I regretfully agree." He then activated the comms. "All hands, abandon ship. You'll have to keep that fighter occupied."

"Don't worry, sir." Hera said as he noticed the TIE changed direction towards them. "We seem to have his attention.'

Vader started to open fire, feeling the surge came from the Ghost. "Suddenly, there's a lot to do back here." Zeb called as he was trying to shoot him down.

"Sorry to spoil your fun, Zeb, but I'm ordering Chopper to divert all power to the hyperdrive, including cannons." Hera tells them.

"Hera, what are you doing?" Sabine asked.

Ezra noticed Hera making her way towards the Destroyers. "I think I know."

"Admiral, Lord Vader has separated one of the rebel ships from the rest of the fleet." A Trooper comments from the Destroyer.

"Then that is our primary target."

"Ghost crew, the escape pods are secure." Sato tells them as he and everyone else boards. Gwen and Peter helped a few injured passengers enter the ship, making their way to escape the chaos. "Fleet, commence hyperspace jump."

"Copy that, Commander." Hera contacted. "We'll meet you at safe haven."

Then the rest of the fleet jumped to reach the safe haven, and sabine was the one to watch. "The fleet is away. Get us out of here!"

Everyone, hang on." Hera called as they flew into position.

Vader was hot on their trail, not wanting to let them escape their grasp.

"Chopper, angle all deflectors astern." Hera tells their droid.

Chopper whirred and grunted in response.

"The Star Destroyers aren't the ones firing at us!" Hera reminded him. "Now, do it fast!"

They could tell that the Destroyers were beginning to activate their tractor beams. They were leading them into a trap. But Hera was already prepared with their own trap.

They managed to jump into Hyperspace seconds before they could activate the beam, and it ended with Vader being caught and unable to follow.

"Status report on the rebel craft." The officer demands.

"Sir, we've locked onto a ship, but it's not the rebel craft." The controller comments. "It's Lord Vader's ship."

That spooled the officer easily. "Release! Release him immediately." They did just that, but they knew this wasn't going to be the end of it. "It's not your fault, Officer. But Lord Vader won't know that."

The Ghost crew made it to the safe haven which was basically a pocked of dead space that they wouldn't be discovered in. They were trying to get everything back together after dealing with whatever that Sith Lord was. Peter and Gwen transporte onto the Ghost where Peter was happy to see his friends okay.

"Oh, I was so worried." Peter said as he approached Sabine and hugged her. "When I felt...whatever that was..."

"I'm fine." Sabine promised him. "I can handle myself."

"I know...I just can't help but worry." Peter defended as he then kissed her cheek. "You know how I get."

"Like how I was when I saw you get stabbed?" Sabine asked.

"God. Our lives are complicated." Peter scoffed. "Everyone else okay?"

"Ahsoka is fine. She had a bit of an episode, but she's okay." Sabine promises. She then looked to see Gwen was still with them. "She hasn't tried to sneak off?"

Peter chuckled as he eyed Gwen. "She seemed to be interested in sticking around for the long run."

"Well, I can't exactly go back home." Gwen comments. "I mean, look at everything. And these powers... you're the only one who can help me learn to control them. Better myself. Maybe...even help fight?"

"You still wanna help us?" Sabine asked. "After everything that just happened?"

"After everything I went through, that only made me more determined to this cause." Gwen promised. She then stood herself straight, looking determined and gave a salute. "Gwen Stacy, reporting for duty."

peter looked to Sabine as she only just shrugged. "Hey, she's your apprentice now."

"Huh." Peter commented as he turned to Gwen. "I have an apprentice. I honestly don't know how to feel about that."

"Well, you gonna leave her standing there?" Sabine asked.

"Uh, at ease." Peter guess.

Gwen nodded as she then wondered where to go. "Uh...is the somewhere specific I can go?"

"We've got a lot of work ahead of us." Sabine chuckled as they now needed to set up Gwen with somewhere to stay.

Meanwhile Mara Jade was walking her way down the halls when she reached her quarters. She then entered the room and closed the doors, leaving her in complete darkness.

Then a hologram illuminated in the darkness, getting Mara Jade to kneel down before her Master. "My apprentice. Why have you summoned me?"

"Forgive me, my Master." Mara Jade pleaded with him. "But something happened to me today. I...I've been having visions. Of the Spider-Man."

"Interesting." Palpatine commented. "What are these visions?"

"It's almost like I'm...tethered to him. I live parts of his life. I see him almost everywhere." Mara Jade stated. "I don't know what to do."

Palpatine heard that and seemed to be considering his answer. "This could be a great asset to our cause." He informed her, confusing Mara Jade. "Learn from his memories. Perhaps it could lead us straight to him. Contact me if you learn anything useful."

Mara Jade wasn't sure if she could handle that, her mind was fracturing, and she could barely tell false from reality anymore. But she wasn't going to question her master, if he sees this as necessary then it is needed.

"As you wish, my master." Mara Jade said as she closed the transmission.

Serena was currently already back to work on her projects on Lothal. She was working more or less to keep herself distracted. She couldn't believe how she never noticed her own step-daughter was a mutant she created. Not only that, the perfect mutant. She tried to replicate the results, but it was like an accident of nature that it managed to happen.

Looking over the footage of all her other subjects, all she saw was failure. She saw a young man in one of their strongest cells, trying to escape by shooting beams of pure concussive blasts from his eyes.

Serena scoffed and moved on, seeing all of the other failed experiments. There was another one that was a nothing more than a raging monster now. He was a dedicated soldier in the Republic, but was captured and experimented on. Most of the people here were either prisoners of the Empire and were transferred to hide why they were arrested.

They took a dedicated soldier, wiped his memories, and gave him not only bone claws in his knuckles, but also an indestructible skeleton laced with durasteel.

But all of them failed one after another.

One of them even managed to escape the facility, but he was no use. They never even discovered if his powers were worth anything. But there was one project that she was still working on.

Weapon XI.

Still in its early stages, this weapon was going to be capable of using plenty of other characteristics of fighters and even hopefully copy their skill sets. He was designed to be the most powerful fighter in the Empire. He was going to follow any commands given to him. He was going to lay waste to the Rebellion.

"You just can't trust your own family anymore." Serena sighed as she approached her experiment. "Isn't that just sad? But... between you and me, I always thought she had it out for me. Now what do you say we get back to making you perfect, Mr. Wilson?" She then turned on a recording to document her work. "This is my next experiment, one of our recent mutant experiments came up with the capability to teleport, and his sister managed to obtain the exact powers I was hoping for. She can absorbe others life force by touching them." She then snapped her fingers, using one of the tendrils to grab a syringe from afar. "Reminder, I gotta ask for more troops. She took out quite the few of them. But it seems her brother can't escape." She then injected the genome from the girl and the boy into the body. "As long as he can't see where he is going, he can't escape us. And we will keep them all here. Where they will serve a higher purpose. Security. For our Empire."