Tears fell down her cheeks, mingling with the rain. She was so beautiful, yet so depressed. "Gwen." I would try to reach out, explain his death, but she only pushed me away. Wet blonde hair clung to her cheeks as she grasped the corpse of her father, the man who had raised her. The once bright blue eyes now puffy and red, yet they were still beautiful.

All I wanted was to pull of the mask, to hold her tight and tell her everything would be alright. It wasn't alright though. The foundation of her family was dead, and it was my fault. Gwendolyn Stacy was a sensible person, but this made no sense. Spider-man was supposed to be a hero, not a killer. "I can explain." I whispered to her. She looked at me in horror. "Explain what? Explain how your childish fight with Dr. Octopus ended up with my father's death?" Her voice broke. I shook my head angrily. "I didn't kill him Miss Stacy; it was a piece of falling debris that Otto Octavious knocked loose." Gwen gave an unbelieving snort. "All you are is a man who dresses up in a freaking spider costume and swings around, causing more damage than you do well around here." I jerked back as if stung.

She didn't mean it. She couldn't mean that. If only she knew who I was, it would all be different. It's me, your boyfriend, Peter Parker! But she couldn't know. She couldn't know that her father's last words were Take care of my daughter Peter. He had known who I was, yet the fallen angel standing before me never would.I wanted to scream. Instead, all I could only hang my head politely. "I'm sorry ma'am. I didn't know that my constant saving of your life was damage." Gwen bit her lip. "I'm sorry Spider-man, but you must know how rough it is too loose someone you love." I did. The image of my Uncle Ben, lying on the concrete with a red flower of blood on his chest glowed in front of me. "I don't understand." Gwen sobbed.

I wrapped my arms around her and pulled her tight. Her short frame racked with sobs, with grief and sorrow I couldn't put into words. "It's no fair!" She yelled hoarsely. "He didn't deserve to die like that." I stroked her golden hair, my hands getting caught in her wet curls. She looked up at me, eyes shining with sadness. "Take me away." She whispered. "Please, just make it go away."

I nodded and extended a hand towards the sky, letting a thick strand of webbing shoot up and attach to the light pole above me. "Hold on." I murmured. I felt her grasp tighten as I jumped up into the air, easily swinging on webbing, letting the flashing red and blue lights fade away with the New York skyline.

Looking down, I saw her eyes squeezed shut and head bowed in a silent tribute to her fallen father. I slowly descended to the Earth and set Gwen down. She looked around. Thick trees and open air surrounded us. I doubt she even saw any of it. She collapsed to the ground in a sniveling mass. I, on the other hand, set right out to work. I carefully entwined webbing, sculpting and shaping a giant spider web above us.

Gwen was silent, eyes open and reflecting things I couldn't see. I carefully picked her up and laid her beside me in the web. "I've lost someone I love too." I whispered. "He was like my father, and in a heartbeat he was gone." She looked over at me. "Does it get better?" She rasped. I nodded, smiling inside my mask. "He once told me with great power come's great responsibility and its true. And yes, over time, I realized that it did get better." She smiled, letting tears drip onto her full red lips. "That's a relief, because I can't handle this." I grabbed her hand. "Thank you for all this." She gestured to the web and countryside with her free hand. "It's no problem Miss." I said formally.

Gwen sighed. "Please don't call me Miss, at least not here or now. I have a name, and it's Gwen." I smiled under my mask. "As you wish… Gwen." I felt Gwen relax next to me. She gently fingered a strand of webbing. "It's amazing really. I have no clue about how to feel right now. Half of me want to be at home, with everyone else I know but the other half never wants to return to New York. I'm not just Gwen Stacy anymore; I'm Gwen Stacy whose dad was crushed during a Doc Oct fight." I released her hand and began to sculpt a piece of webbing. "And I'm the guy who swings around and calls himself Spider-man. It's not about how people see us Gwen, it's truly about how we view ourselves."

Gwen turned to face me. "Huh, you do have a brain under that brawn." She teased. "But seriously, how do I face it?" She asked in a more somber tone. "You turn to those you love." Gwen released my hand and rubbed her eyes. "I'm a mess. I don't want Peter seeing me like this." I paused, unsure of how to go on. "Who is this Peter?" I finally asked. Gwen looked up, surprised by my question. "Peter Parker is my boyfriend." I gave a small nod. "That's right, the guy who usually takes my pictures."

Gwen smiled, actually happy for a second before the pain washed over her once more. "He's a phenomenal photographer. He free lances for the Daily Bugle actually. We met at school; we're lab partners in Dr. Conner's lab class." She paused. "He's wonderful." I sighed. I loved Gwen too. "Then why aren't you with him?" I asked. "I don't know what to say. I feel like everything is slipping and I'm falling and I don't know if even Peter can catch me." I looked at her through the mesh netting of the masks eye slits. "Well, you just have to trust him." I said quietly. "You remind me so much of someone I know." Gwen murmured.

My pulse quickened under my costume. "You're so real, honest and true in a sense." She continued. "It's odd to think that a few hours ago, I was dead set on you being the cause of my father's death. I now know though, that you're not like J. Jonah Jameson leads you to believe, are you?" I shook my head. "Good." She whispered. "Or I wouldn't do this." Gwen slowly lifted the bottom of my mask up, revealing my lips and nose. She slowly pressed her lips against mine, hands holding tight to my neck. Gwen pressed harder, the taste of her tears salty.

I pulled away and broke the kiss. "Your acting this way because your grief stricken." I told her. "You have a boyfriend Gwen, Peter and this isn't right." She shook her head. "What is right Spider-man?" I pulled my mask over the rest of my face. "How about respecting your commitments for a start?" Your father, as Chief of Police, knew this better than anyone."

Without another word I grabbed her in my arms and swung back towards New York and the fears she had left behind.