Harry stood by his glider near the bottom of the tower, watching as jolts of electricity went flying across the dark night sky. He saw Spider-Man swinging around the tower, dodging blasts and slinging web at Electro. He felt rage towards the one he once called friend building up in his chest.

"Now's our chance!" The Goblin hissed inside Harry's mind. "He's occupied with Electro; he won't stand a chance against us both". Quickly! Our revenge is at hand!". "No!" Harry grabbed his aching head. "Gwen is there..." she was up there in the dangerous path of the fight, trying to help.

Harry's friend...

"You pathetic fool! Kill him now!".

"I promise you, we'll have our revenge ! Soon! But after we get Gwen out of here. Harry felt the Goblin inside him resign to the plan. He shot off on his glider into the air and met Gwen atop the tower. She nearly screamed as she saw him come up behind her. "Harry, what are you doing here!? She asked giving him a questioning look.

Harry told her he wanted her safe, after all how could he honesty tell her the truth. It would break her heart. She insisted she needed to stay, to help Peter defeat Electro however she could. It didn't take long for Harry to become exasperated. He shouted there wasn't much time. He told her he cared about here, which was true. He told her she was his friend, which he wanted to believe, but a part of him struggled to understand if ANY of his friendships had ever been real. To back up his point, the deafening roars of electricity echoed.

Gwen was silent for a brief moment, but then she understood. She stepped onto the glider, and held onto him tightly.

Meanwhile the fight was intensifying. Spider-Man webbed Electro's face, blocking his breathing. He torn it off angrily, giving Spider-Man time to take to the air. He swung by web and delivered a kick straight to his chest at full speed. Electro shot back, crashing against a huge gear. He fell to the ground, groaning. The dust settled. Spider-Man slowly approached him, webbing him down. He got nearer, wondering if Electro could even stand up, and it was over. But he did suddenly- breaking free of the webs and catching the web-slinger off guard to deliver a shocking blow.

Electro shoved Spider-Man back and off his feet. He grinned as he pinned Spider-Man down and shocked him again and again. He tried to shove Spider-Man's heads towards the gears to be crushed but Parker got an arm free and punched him in the face.

Seemly out of nowhere, there was Harry and Gwen hovering above them both. Spider-Man paused in confusion to look up at them. Until...

"Out of my way!" Electro growled, so focused on the fight that he wanted to shoo Harry away like a little pesky fly. He sent a bolt of electricity right at him. The explosive shock burnt out the glider violently launching Harry and his passenger helplessly into the air. Gwen gripped onto him tightly and screamed as they began to plummet down. They crashed through the clock-tower and free-fell down.

His spider-senses jolting him to new strength, Spider-Man noticed them falling, and saw their path- that fatal height down to the bottom. He reached out his arm, ignoring Electro for the sake of his friends. He shot out his web at them. Spider-Man let out a scream of agony as he realized it was falling short. Uselessly, he struggled to move, to jump down himself in hopes of catching them , but another of Electro's bolts shot up his spine and paralyzed him with pain. He fell back, writhing in agony. Electro made him watch.

Gwen cast one last fleeting glance at Harry before closing her eyes and gripping his body closer. She didn't want the impending view of the clock-tower floor to be the last thing she saw.

"NO! You'll get us both killed!" The previously silent Goblin hissed in his ear. `Good thing I was already six feet under then, huh?` Harry thought back.

They hit the ground hard with a sickening thud, Gwen was flung from Harry's grip landing a few feet away. She reached up to touch her forehead after feeling something warm trickling down her cheek. There was a huge gash, but not from the fall: She'd been hit by flying pieces of the clock-tower as it tumbled down around them. Harry had broken her fall...

She glanced around for him, her aching head and blurry vision making his motionless form look shaky. She then desperately crawled over to him. "Harry?" He faced away from her. She shook him, trying to wake him. Then, with more force, "Harry?".

"No... No..!" she screamed as her hands came back wet and crimson. Tears rolled down her cheeks uncontrollably. "Harry, say something! I know you're okay, just say something!" She pulled him closer and found his eyes to be closed, his mouth open slightly.

Above, Electro was gripping Spider-Man's throat and squeezing hard. He laughed as he seemed to be losing his life- but Spider-Man felt a rush of spirit, of care for his loved ones and anger at Electro. He shoved him up and off him, grabbing him instead, and forcing him against a gear, with lighting speed he webbed him down to it, and kept on webbing until he was fully cocooned.

Screaming in rage, he just kept going as the gear slowly approached another gear... Electro struggled desperately as he neared and neared... And then... The crushing blow ended it swiftly. No further struggling, no noise, and then the gears jammed. He breathed for a moment. Part of him knew he'd just killed a man - but he was too worried to stand there.

Spider-Man swung down, his heart beating fast. "Gwen?" He found so much rubble from the clock-tower. He used his senses, dreading finding his girlfriend dead. "Gwen! You're alright!" Spider-Man laughed in joy as he spotted her sitting down. He rushed up to embrace her from behind. He stopped when he felt her chest heaving, her turned her to find her tear stained face avoiding him.

"What..?" Then he saw him. Harry, his best friend. He wasn't breathing, and Peter sensed no heartbeat. "No.. Not you, not like this..."

All Peter could do was hold Gwen close and let her cry in his arms, as he looked down at the one who'd saved her. Police sirens wailed in the distance, but they were quiet in that moment.

"Thank you, Harry. Thank you..."