Gwen was gone, Gwen was…

Peter howled, screaming out into the night as he held her cold body to his own warm one, begging her to wake up, move, do something. But there was nothing. There would never been any response.

Sobbing brokenly, he turned after a while, mask screwed in his fists, to look up at the clock gears where the now mutated Harry lay, unconscious. His vehicle was destroyed, his face with now hooked nose and green mottling having a streak of dark red run down it from a cut somewhere. But he was still Harry, somehow.

Peter sniffled as he looked back down at Gwen because it hurt, if only she knew why he had looked back at Harry. She'd be furious, she wouldn't understand, Harry did though.

It started a few days ago, while Gwen was preparing to interview for Oxford. Harry had just got back into town and he and Peter had run from his meeting with Oscorp executives to spend the day together, just them. No Gwen, no Spiderman. No restraint.

"You got your braces removed, now there's nothing to distract from your unibrow…"

"There it is, there he is! Do you still blow dry your hair every morning?"

"Well, one of my manservants holds the dryer for me, but I still work the comb. So, I'm not completely helpless!"

"Dude, that whole model thing is so exhausting!" Harry huffed, sunglasses covering his ice blue eyes as he slid down the banister after Peter that morning.

"Oh, I know!" Peter laughed, wandering a little more before leaning up against the railing, unable to look away from Harry's face or, for lack of better words, stop grinning at his old friend's presence. Harry seeming caught on, laughing back. "What? You got a lady?"

"Ah…" Peter stopped laughing, cutting off with a sigh and resting his arms and body against the railing that was behind him, chuckling. "That's a question...that's a question." He hauled himself over and stood on the front off the railings just over the beach to look back at Harry smiling sadly. "No, I don't. Yeah, it's...uh...I don't know. It's complicated."

Harry couldn't help but shake his head with a smirk. "Yeah, I don't do complicated."

Peter shrugged, nodding his head as he looked out onto the bay, thinking. Harry talking pulled him out of his reverie though. "So, what's her name? Who is she?"

"Her name's Gwen, Gwen Stacy." "Gwen Stacy…" "She works for you." "Really, she works for me?" "Well, she does work study at Oscorp…" "Is she a model employee?"

The banter ended with Harry laughing at Peter's face to the end question and his silly grin, which somehow made Harry warm up inside a little more than he had originally seeing his old friend at his doorstep offering his condolences.

After a day on the bay flipping rocks across the water and talking about random topics, they both knew Harry needed to go home and, of course, so did Peter. Of course, when you're in the back of a fancy shiny, black BMW with tinted windows and your old friend is pressed up against you, you're bound to attract some glances in your direction.

Pulling into Harry's grand house driveway though made Peter feel slightly more at ease with the whole thing, he knew his best friend was one of the most watched people in New York right now and nothing could change that. Being let out and escorted inside with Harry though, he felt like he should make an excuse of some kind to go home and found his mouth as dry as a desert.

"Hey…" Harry pulled him back out again, blinking at him and chuckling at the expression on his face. "Where do you go when you stare at nothing like that?"

"Nowhere, just been through a lot lately…" That wasn't a lie, being Spiderman, graduating, being with Gwen even if she was leaving him...it wasn't too far from the truth. Harry being back was just the icing on the neverending cake it seems.

"Huh." Harry smirked, crooked smile sending shivers up Peter's spine. "Well, do you want to join me upstairs? I don't feel like going back to my 'meeting', if you can call it that."

Peter swallowed at the look he gave him and chuckled, shaking his head. "As much as I would like that, I have a lot of work to do. Next time?" Harry looked a little disappointed, but otherwise covered it up and nodded, hands twitching by his sides. "Next time."

Nodding, Peter started to back out, nodding. "Next time." Turning around, he quickly and quietly got out of there, letting out a breath as he wandered the streets of Manhattan, trying his damndest not to turn around.

Peter was brought back to reality by the sound of the clock gears grinding to a halt. Shooting an web up, he pulled himself up to the gears and, hesitantly, lifted Harry's form from the gears, abseiling down next to Gwen's body and lying Harry on the other side of him, wiping his face with a sniffle before pulling his knees up to his face and hiding his face into his costume as sirens echoed in the distance.

There was too much death in New York City that night for even Spiderman to handle that night.