Author's note: I've been meaning to do this since I saw TASM2, I was originally going to just do Peter and Gwen one-shots about their early stages as parents and stuff like that, but I couldn't bring myself to do that, not after I saw her die. Anyway, this is just my version of TASM3, if, you don't like Peter X Gwen, then please read something else. Enjoy

P.s. This has some pretty strong spiritual themes in it, not over the top, if you saw the movie "gravity" that's about as far as it goes.

P.p.s. this won't be like any of my earlier spider-man stories, it'll be a LOT longer, and it'll be more focused on character development than action sequences.

Disclaimer: I don't own Spider-Man, SONY does.

"Home is behind
The world ahead
And there are many paths to tread
Through shadow
To the edge of night
Until the stars are all alight

Mist and shadow
Cloud and shade
All shall fade
All...shall...fade"

Billy Boyd (Lord of the rings: the return of the king)

(Peter's POV)

It wasn't supposed to be like this, Gwen and I were supposed to spend the rest of our lives together, but she was taken from me. Whenever I'd picture us dying sooner then we planned, I thought we'd go together, like Thelma & Louise or Romeo & Juliet or Milo & Cassia. I didn't care how it happened, or if it hurt, or if it took forever, I just wanted us to die together and spend the rest of eternity in paradise. She's already there, and I'm still stuck here. I know that I'll die too at some point, but I can't stand spending the rest of my life in a world where she doesn't exist. Sometimes I dream that I'm walking through my front door and she would throw her arms around me, and sometimes, we'd be surrounded by our children. We never talked about that possibility, we had a few scares but we never brought up children as something in our future. None of that matters now though, she's gone and I'm still stuck here.

She made me promise to continue being a hero, and until the day I die, and I will. Honestly, I hope it happens soon, because it feels like every day without her feels like a piece of my soul is being removed.

As I clean up what remains of her in my bedroom, I find a flash-drive that has "Gwen's speech" written on it. It's strange, I don't remember ever installing her speech on a flash drive, or being given one. The speech begins, but at a part that I don't remember her ever reciting to me.

"It's easy to feel hopeful on a beautiful day like today, but there will be dark days ahead of us too.

There will be days where you feel all alone and that's when hope is needed most.
No matter how buried it gets or how lost you feel, you most promise me that you will hold on to hope.
Keep it alive! We have to be greater than what we suffer..
My wish for you is to become hope.. People need that..
And even if we fall short... what better way is there to live?

As we look around here today at all the people who helped make us who we are,
I know it feels like we're saying goodbye but we will carry a piece of each other into everything we do next...
To remind us of who we are.. and what we we're meant to be."

The speech makes me feel alive again. Like every muscle in my body is ready to burst. I am this city's only hope, and I just do whatever I can to keep it safe.

That little boy that I saved last year stands before the heavily armored Aleksei Sytsevich, wearing nothing but a Spider-Man costume. The boy stands there, ignoring Aleksei' s taunts, and the pleas from his mother and the small army of policemen, he stands there, knowing that his death is all but certain. I quickly swing down to the street and guide the boy back to his mother, but not before telling him that he's without a doubt the bravest kid I've ever met. Aleksei simply chuckles as all of this takes place.

I grab a megaphone and stand on top of a police car as soon as the boy is back with his mother, and begin to speak. "On behalf of the people of New York, I'm ordering you to put your mechanical paws in the air!" I command him

"I'm the rhino, I crush you, I KILL YOU!" He replies in his barely audible Russian accent

"You want me to come down there so you can kill me?" I ask

"YES!" He replies

"I'll be right there." I reply

He charges toward me in his Robotic suit at full force just as I step down. I consider just standing their, just letting him impale me with his large horn so that my misery can be over ad I'm with her again, but suddenly, I hear voice "not yet" it says. I jump up as a missile heads in my direction, swinging a manhole cover around me, blocking all the missiles that he fires at me. I deflect each missile as I get closer to him, I finally use the cover offensively at the last second, knocking him down. He tries to get up but the suit is clearly too heavy, realizing that he's lost the second round, he gives up and allows the police to take him into custody.

THREE YEARS LATER...

I lost her four years ago tonight. I still spend my nights sitting on the roof of her apartment building when I'm not out patrolling. I sometimes tell myself that I need to be here, that I need to protect what little remains of her family in case oscorp ever decided to finish them off. Although, I know that they have no reason to harm them, I guess it's just my way of feeling close to her, sometimes I imagine her opening up her bedroom window, and rushing me inside to patch up my wounds before anyone saw. I guess I don't like living in reality, it's too painful to accept the fact that I'm in a world where Gwen Stacy no longer exists.

Her mother still cries herself to sleep every night, cradling a picture of her her late husband holding a baby version of Gwen in his arms. The boys were actually sent to stay with their grandparents in long island for a few months because Helen was sent to a mental institution after she tried to jump off the GW bridge. I keep telling myself that oscorp destroyed Gwen's family, but that would be a lie. It's my fault, I destroyed Gwen's family, just because I couldn't stay away from her, because I couldn't keep the promise that I made to her father just before he died! I promised that I'd protect her by staying away from her, but I couldn't, I failed her.

I feel like I'm on the verge of vomiting as I watch the people on the streets below, they all walk around completely careless, I feel like everyone should know how much pain I'm in. God, I'm sounding like Max...again. I start hearing cars, gunshots, and police sirens on the streets below. "Well, I guess that's my queue." I say as a SWAT van flips over. I swing down from the Stacys' apartment building and catch the van before it crashes on the ground.

A large Oscorp truck is in the center of the convoy, with a trailer attached to it's back. In the truck behind it, four men wearing grey jumpsuits with black bulletproof vests are shooting at the police cars with m-16's as well as a man with a large gatling gun standing in front of them. Tearing the police cars to shreds as turning the drivers into a thick, bloody paste. "Evening fellas, nice weather we're having." I say as I land on the trailer "OPEN FIRE!" One of the men commands, I web-zip all of their guns and attach them to a lamppost before they get to chance to shoot me. "That's not very nice to point guns at a guest." I say as I web them to the floor of the trailer and use my ionic webs to take out the wheels, leaving them to the police.

With no further distractions, I move to check the inside of the truck. The interior of the back of the truck is filled with containers, labeled "Project Zero" "What the hell is all this?" I ask, mostly just thinking out loud "Oh wouldn't you like to know." A female voice says from behind me. She looks to be early to mid twenties, she has white hair that goes passed her shoulder-blades (likely a wig), she wears a skin-tight black suit with twin tech-9's holstered at her hips, and she has a cat-like cowl that surrounds her eyes.

"Thanks for stopping the robbery, it's rare that I'm rendered unnecessary." She says

"Yeah well I was in the neighborhood." I reply

"You always are, and just in the nick of time."she comments seductively

"Where's this shipment going to?" I ask

"You know,, I'm actually not supposed to tell anyone, but I only play by my own rules." She begins "this is going to ravencroft."

"Why, what's so special about ravencroft?" I ask

"I don't know, they don't tell me." She says while holding up a text message on her phone that says "THEY ARE LISTENING"

"I think I recognize you." I say to her "You work for Harry Osborn."

"Yes, you could say that." She replies with a hint of seduction in her voice "Working for oscorp was the means to an end."

"I don't understand, I thought you were just a secretary." I say

"That was just what I wanted Harry, Mr. Osborn, to think. And I know a few of your secrets too, Peter Parker." She responds, clearly amused by my confusion

"What...hhow...do you know?" I ask, approaching her quickly

"You would be really surprised at how much information Norman Osborn has on you. He's practically obsessed with you."She answers

"Wait, Norman Osborn is dead." I say, all the while, realizing that we're still in the back of a moving truck

"There are endless possibilities with Oscorp, you don't think they would let their founder go so easily? They did it with the captain's daughter-" she begins "Wait, what do you mean, what are they doing to Gwen?" I overlap her, on the verge of becoming hysterical until she covers my mouth

"Meet me at the harbor, tomorrow, midnight, I'll tell you all that I know." She whispers, before jumping through a hole in the ceiling

I reach my apartment a few hours later and change into a t-shirt and sweats. I moved out of Aunt May's house shortly after I resumed Spider-Man duties. I couldn't endanger her like I did with Gwen. She's all the family I have left, I don't know what I would do if I ever lost her.

I feel like I'm in a foreign body when I'm not wearing my suit. Peter Parker barely exists now. I don't have much of a social life, not anymore. Gwen was always the social one, she would always try to get me to branch out more, but I never really felt the need to.

Felicia's lying, she has to be lying. Of course she would tell me that Gwen could still be alive, she works for oscorp. What else could they do to get to me? But maybe she wasn't lying. Harry wanted my blood, and killed Gwen to get to it, maybe they used one of the spiders that bit me and brought her back, maybe Gwen is still alive. No, she is alive, I believe, or, at least, I want to believe it.