A/N: So after having this idea for a fic for like months now, I've finallly gotten Microsoft Word back and decided to have a go at writing a multi-chapter The Amazing Spider-man fic. After watching the movie again, I feel like I had a better feel for everything like the characters and the inner workings of Oscorp, which obviously becomes pretty important later on in this story. Let me tell you all right away that there is NO CHARACTER DEATH here. I would never kill off Peter and hey, there's even alive!George in this story. So this is sort of an AU set post TASM, sort of a what-if Curt hadn't caught Peter in time before he'd fallen off of Oscorp Tower, and what-if he hadn't killed Gwen's father but instead had somehow just incompacitated him during the fight and then proceeded to hold him captive at Oscorp? Well, I decided to explore these possibilities, and well, here's the result! The central pairing is obviously Curt/Gwen, but there's a little Peter/Gwen in the beginning, and some Gwen/M.J. friendship thrown in too.

Disclaimer: I don't own Spider-man or any of its characters.

He's so close now, he thinks with the serum in his hand as he climbs the top of the tower. The Lizard was on his tail, but the Ganali device was so close that he couldn't let anything get in his way now, just a little further.

He finally makes it to the top, quickly replacing the reptilian serum in the device with the blue antidote that Gwen had cooked up for him in the lab.

3…2…1

The projectile launches into the sky, a blue smoke cloud immediately following its launch. Peter breathes a sigh of relief.

The Lizard falls off the high point of the tower, but grabs holds of the edge of the roof before falling off of the building. The pointed section of the tower that currently housed the Ganali device is about to give due to it's exposure to the liquid nitrogen, Peter can feel the vibration under his feet as the metal begins to break off of its hinges.

He dives off of the surface just before it smashes into the roof of the tower, rolling off of it and nearly crushing him in the process.

It all happens almost too quickly for him to absorb, one minutes he's dodged the falling point of the tower, and the next thing he knows Connors is gripping his wrist, his reptilian mask fading away due to the release of the antidote. Peter also realizes, with a sudden panic as he watches Connors's scales fade from his face that the arm of his that is now holding onto him is disintegrating as well.

The skin on Curt's right arm begins to peel off like a cocoon that had previously housed a caterpillar, the muscle and bone slowly disintegrating into nothing.

Before Peter can say anything or even have time to process what's happened, Connors's right arm has broken off completely.

And then he is falling.

Traffic was so congested that night she must've been in that squad car for what normally would feel like an eternity. She didn't feel anything though. There was no concept of time, or of how long the drive from Oscorp Tower to her apartment building had really been. She sat in the backseat, head pressed against the window. The only thing she would ever remember about the drive was how cool the glass had felt against her cheek, and the fact that the traffic on the busy streets of Manhattan was moving so slowly that the squad car had felt like it was hardly moving at all. They were in a panic, clearly. Gwen hadn't heard any news coverage of the events unfolding at Oscorp, but she could obviously gather that the people were clearing out of Manhattan as quickly as possible. She didn't really blame them, but in that moment she was so numb that she could hardly feel much of anything at all.

The officer drops her off at her apartment building, she doesn't acknowledge him as she mechanically slides out of the backseat and leaves the vehicle. It was nothing personal, she was just in such a fog she could hardly think let alone speak properly. Their usual doorman isn't stationed in front of the door like he usually is; leaving Gwen to assume that he'd left the city as well. She remembers a comment Peter had made about how intimidating the doorman had been, a wave of despair crashing through the numbness of her mind.

When she makes it up to her apartment, her whole family is sitting in the living room in front of the television, no doubt watching the news coverage of what was happening at the tower. Her mother's eyes are slightly misted over with unshed tears even before she sees her daughter walk into the living room, but when Helen's eyes meet Gwen's the older woman crumbles as she gets up from the couch to embrace her daughter.

"Oh Gwen, my baby…" Her mother holds her so tight that Gwen can feel her convulse every time she sobs. "We all thought the worst."

She doesn't know what to say in response. Thought the worst? The worst of what? The memories of confronting what used to be her mentor in the labs of Oscorp had been blocked from the surface of her brain as if her psyche was trying to protect itself from having a nervous breakdown. She recalls the DNA laboratory at Oscorp, creating a serum for Peter, and then he had shown up and oh…They'd actually thought he'd hurt her, no worse. They'd thought the worst. Gwen just embraces her mother and tries to be strong for her and for the sake of her brothers.

Helen pulls her daughter into the spot nearest her on the couch, keeping her arm around Gwen the whole time. Gwen's oldest brother, Phillip, sits on the other side of their mother while Howard and Simon sit in front of the couch near their feet. The Stacys don't take their eyes off the coverage unfolding before them. There is an imperative warning for a city wide evacuation, specifically anyone south of 54th street. There is a terrible dread and anticipation that she feels for wanting to know what's happening with her father and Peter on Oscorp Tower. Her wish is granted when the news footage cuts to a scene that was being captured by a helicopter, the footage isn't perfect but it's enough for her to get the gist of the scene unfolding in front of the camera. Peter is climbing on top of the tower towards the Ganali device, the serum Gwen had created for him in the labs of Oscorp in hand. Curt – er the Lizard, (was he really even Curt anymore?) follows behind him in hot pursuit.

Her mother removes her arm from around Gwen to grab her hand and hold it tightly, a heavy tension filling the room. This is it, we'll either all be monsters in a few moments or we won't be. He only had a few seconds as the Ganali device counts back from five, Gwen and her family sit in heavy silence with bated breath. Howard and Simon have moved up to the couch now, squeezing in on either side of Helen. Neither of them shed a tear, like their older sister they must have been too stunned by everything to even give off any emotional response to what may be the end of their humanity.

3…2…1…

She had debated on closing her eyes, but instead decides on facing the imminent chemical attack with her eyes open. What she sees when the time runs out is something that she hadn't been expecting. A blue cloud of smoke disperses over the city, the same color as the reptilian antidote.

He'd really done it, Peter had saved the city. The reporter in the studio is nearly ecstatic, informing the city that the chemical attack has been averted and that the city of New York was saved thanks to the efforts of Spider-man.

The reporter pauses though, pressing a hand to her ear, as if new information were being delivered to her via her earpiece, the gleeful look which had just been occupying her pretty face falls immediately. The news the reporter has just received could not have been good.

The reporter attempts to regain some of her composure and once again makes eye contact with the camera. Although she is clearly trying to collect herself, Gwen and probably the entire Stacy clan could see that the woman was near tears.

Gwen isn't sure why, but the sight of the distressed reporter drives her to stand up from her seat on the couch, careful not to block her family's view.

"This just in New York…" She can barely get the words out, this was bad – very bad.

"Spider-man, the masked vigilante, has fallen from the one-hundred and eighth story of Oscorp Tower. Paramedics are already on the scene and are taking him to the nearest hospital. No sure word on the current state of his health, but we'll keep giving updates as this story develops."

Gwen's legs buckle under her, causing her to fall to her knees in the spot she'd been standing in. A small gasp leaves her throat, silent tears streaking her cheeks. Still, she does not sob or convulse, and at this point she's one hundred percent sure that she's gone into shock. Peter had fallen off of the tower. One of the tallest buildings in Manhattan. No human being could ever survive such a fall, but Peter was far from any ordinary person. There had to be a chance he'd survive, the reporter had even said that they hadn't been positive on the state of his health. But she wouldn't fool herself. Superhuman abilities or not, there was no way Peter would simply walk away from this unscathed.

Peter.

His name is on the tip of her tongue, and when she first heard the news she'd almost whispered it under her breath, but she stops herself when she remembers that her mother and brothers still don't know who he really is. Another dreadful thought comes to mind when Gwen realizes that they'd remove his mask at the hospital, and soon enough everyone would know who he was. Peter Parker, a mere senior in high school, had saved an entire city, and this was the thanks he'd gotten. Everyone would know who Spider-man was now, and every criminal in New York would be gunning for Peter Parker and everyone he loved.

And it was all his fault.

Her mother turns the coverage off after they all hear what had happened to Spider-man, citing her reasoning as she knows hearing more about it will just upset Howard and Simon even more. The boys insist on hearing about what happens, telling her they have to know if Spider-man will be okay, but Helen had refused to hear any of it and tells the boys that it's time for bed.

When her brothers are all asleep, Gwen wanders out onto the terrace, seeing her mother in her white robe, staring out at the Manhattan skyline. For a moment, she debates on giving her mother a moment alone, but her desire to be there for her mother during such a difficult time wins out.

Gwen walks towards her, and upon further inspection she sees a cigarette poised between the middle and index finger of her right hand, although she has no intention of calling her on it. She rests her hands on the cement ledge when she walks to stand next to her mother, who still only stares out into the distance, seemingly oblivious to her daughter's presence.

They stay like this for a couple minutes, both of them standing side by side staring at the gleaming lights of the city; the beautiful lights almost enough to make the two of them forget about the fact that both of the men they loved were in danger.

Almost.

Her mother shocks her by being the one to break the silence. "He'll be okay, you know. Peter."

The look Gwen shoots her mother is almost incredulous, but she tries her best to conceal her surprise that Helen had picked up on something that Gwen had thought she'd done a decent job of hiding. She entertains the idea of playing dumb, but it's pointless since she knows that his secret identity would be made public soon enough anyway.

So instead she simply says, "I hope so."

Gwen also wants to say in response that she's sure her father is alright too, but truthfully she has absolutely no idea. The news coverage that the family had seen up to said nothing about the Captain of the NYPD, which could mean two very different things. Either her father was alright, or god forbid, the complete opposite.

"Have you heard anything about Dad?"

Helen takes a long drag of her cigarette before answering. "I've been too afraid to turn on the news. I've waited for a call from the NYPD, but no word. I'm not sure if that's a good thing or a bad thing." She turns to her daughter. "Did you see him, before he went up into the tower?"

Gwen blinks. "Yeah – I did." She's ashamed when she looks back on the moment now. Her last words to her father were for him to make sure that Peter was okay, when in reality it was her father who she should have been equally concerned for.

"He was in a panic you know. He called me after they let Spider-man go. Said you were in the tower and that maniac was headed towards you. I didn't know what to do, I just prayed, and made your father promise he'd bring you back and that you'd be okay. He promised me, that poor man. I made him make a promise to bring his little girl home alive when he didn't even know if he could."

Helen was crying quietly now, her left hand pressed to her mouth muffling the sobs.

"Hey Mom…" Gwen puts a comforting hand on her mother's shoulder. "It's okay, I'm here. I'm alright." She feels almost selfish after she says it, knowing that even though she was home in one piece, her father could still be in Oscorp Tower with the Lizard for all anyone knew.

Would Curt really do it though? Would he really hurt her father if he had gotten in his way? Would he do worse?

After a few more minutes of heavy silence Gwen and Helen head back into the living room where Helen finally dares to switch to the news coverage of what was unfolding in terms of the events that had occurred at Oscorp earlier at night.

Spider-man is alive, in a coma. How long he will be, doctors at the hospital can't predict at this stage. But all that matters is that he's still alive and Gwen practically sheds tears of joy because of it.

George Stacy had been presumed missing, but as it hadn't yet been twenty-four hours, an official statement couldn't be released yet. He was last seen entering Oscorp Tower unaccompanied to go to the aid of Spider-man. Eyewitnesses report that once they saw him go in, they didn't see him come out.

No one on any of the news or radio stations would say what everyone already knew. George Stacy was still in Oscorp Tower with the Lizard. No one would go near the place, now that the city would be on constant alert of another chemical attack. They'd seen what it – what he was capable of. The damage done on the Williamsburg Bridge and at Midtown High School would attest to that. The fact that some members of the NYPD had actually been infected with the serum when he'd unleashed canisters of it on them earlier would make people fear that he probably had a nearly unlimited supply of it in his arsenal. On top of it all, the city's last hope, the hero everyone had needed, had fallen.

He'd saved the city, but the villain had still knocked him down.

Whether the Lizard had hoped to create fear and disarray in the city, he'd sure as hell gotten it.

She stands underneath the shower head, hoping the hot water gliding off her skin will somehow purify her of the awful events that had occurred that day. Her skin is almost raw when she finishes scrubbing it, convinced after ten minutes that she's been properly cleansed.

Gwen decides to stay in her mother's bed that night. The last thing she wanted was for her mom to wake up alone that next morning and remember the terrible reality that her father was missing and that he may never come home to her or their children again.

Two sleeping pills later and her mother was sleeping soundly beside her. Gwen was glad for it, hoping that in the midst of all this madness that her mother could at least find some peace, even if it was just for a short moment.

Gwen doesn't sleep though, declining her mom's offer for a sleeping pill. She just sits awake on her father's side of the bed. Perhaps it wasn't a good idea, sleeping in her parent's bed. A place that he'd occupied for so long, but that he might never come back to again. His pillow even smelt like him. This was torture, she knew it. It was her own personal hell.

It didn't take her long to make the decision. After the news cast, she'd had the idea in her mind, weighed to pros and cons and even tried to calculate the success rate of her mission, which obviously given what she was up against, wasn't exactly good.

But now she was certain. To hell with the police. To hell with the Lizard. To hell with it all.

Tomorrow she was going to get her father back.

A/N: So during my Tasm re-watch I realized that the launch of the missile from the Ganali device was pretty much immediately after Gwen had gotten out of the tower and into the squad car, which makes the timeline of Gwen getting back to her apartment at the same time as the projectile launching a bit unrealistic, but for the sake of creating drama and tension, I decided to have the events spaced further apart. Anyway, I already have chapter 2 of this written and most of chapter 3, which is where we get some Curt/Gwen interaction, or more accurately put Lizard/Gwen interaction. But in chapter 2 we get Harry and M.J.!