A/N: I have seen both Mr. Peabody and Sherman and The Amazing Spider-Man, and both movies are AWESOME! This story contains a few spoilers to both movies, so if you didn't see EITHER of the two movies, I highly recommend you go see them first before reading. Trust me, You won't regret it. If you have seen both movies, Congratulations! You have my permission to read on. Also, if this story seems a bit off, don't flame me, I'm new here. I also apologize if this story is way too wordy and descriptive. Again, I'm new here!

Enjoy! :)

Sherman and Penny, former enemies, now best friends, were hanging out together for the weekend. Both of her parents were out of town for a three day business trip, and Mr. Peabody offered to take care of Penny while they were away. On Friday, Paul and Patty Peterson dropped off Penny at Mr. Peabody and Sherman's penthouse. Mr. Peabody offered to take the two children to the movies. Both Sherman and Penny agreed to one particular film, The Amazing Spider-Man 2. Mr. Peabody agreed to their decision and dropped the two kids at the movie theatre.

Mr. Peabody: Ok Sherman. Here's $50 Dollars for the tickets and snacks.

Sherman: Thanks Mr. Peabody.

Mr. Peabody: Call me when the movie ends, so I can pick you two up, ok?

Sherman and Penny: Ok!

Penny dashed to the ticket booth as quickly as she could.

Penny: Come on, Sherman!

Sherman: Coming!

Mr. Peabody: Have fun, you two.

Mr. Peabody begins to drive off.

Sherman: Bye, Mr. Peabody!

Sherman and Penny go to the ticket booth and pay for the 3D showing. Once they got the tickets, they went inside, received their 3D glasses, bought a large popcorn to share, one Coke Icee for Sherman, and a White Cherry Icee for Penny. Afterwards, they went to the auditorium, shut off their cell phones, put on their 3D glasses, and began to watch the movie.

-2 hours and 20 minutes later-

Sherman and Penny were walking out of the movie theatre, after watching The Amazing Spider-Man 2.

Sherman: That has to easily be one of the best Spider-Man movies ever!

Penny: I agree Sherman, but that ending where Gwen Stacy dies nearly made me cry.

Sherman: Oh, yeah...

15 Minutes Earlier...

In the movie, The Green Goblin(Harry Osborn), realizes that Spider-Man is his childhood best friend, Peter Parker. Remembering that when Harry begged for Spider-Man's blood, so that he could possibly cure his disease, only for Spider-Man to refuse, he kidnaps Gwen Stacy and hurls her to the roof of the clocktower. Spider-Man saves her just before crashing into the glass roof.

...

Penny: That's a close one!

Sherman: I know, that was intense!

...

Spider-Man proceeds to fight Green Goblin, on top of the gears of the clocktower. Gwen was knocked off of the gears but is caught by one of Spider-Man's webs, sticking to one of the gears.

Spider-Man fights Green Goblin, while the gears in which Gwen is hanging from continues moving.

A/N: Please forgive me for the interruption, don't kill me. I completely forgot how did Gwen fall to her death. So I'm gonna skip this part for now. Sorry. If anyone knows how to she fell, please let me know, so I can rewrite the story...

Casual FF Reader: Shut the f*ck up and continue with your half-assed story! *throws a boot at my head*

Me: *SMACK* Ow!

Back to story.

Gwen Stacy falls to the bottom of the clocktower, with several smashed gears following her. Spider-Man launches a web that eventually forms a little hand.

...

Penny: Oh my god! Please save her Spider-Man!

Sherman knows what's gonna happen next due to the fact that he reads comics in his free time, so he remains silent.

...

Gwen continues to fall while the web tries to catch up to her in slow motion. Eventually, the web latches on to Gwen, but not before she slams onto the ground, with the impact instantly killing her.

...

Penny: ... She ... she ...

Penny remained speechless and nearly made a tear fall from her eyes after witnessing Gwen's death.

...

Spider-Man rushes to the bottom to see if Gwen was alright. He kept thinking that she will be ok, but eventually takes off his mask and sheds tears at the sight.

Peter attended Gwen's funeral and went to her grave more than several times, No longer becoming Spider-Man. Until Peter sees Gwen's graduation speech, motivated by her words, Peter ultimately decides to continue defending Manhattan from other notorious criminals. Just in time too, because Aleksei Sytsevich, now known as The Rhino, breaks out of prison and rampages in a mechanical rhino suit. Spider-Man appears and begins to battle The Rhino until the credits begin to roll.

Present

Sherman: It may be sad, but think about it. Why do you think he got together with Mary Jane Watson?

Penny: Maybe you're right, Sherman.

Sherman nods in agreement and switches his phone back on. He then dials his adopted father.

Sherman: Hi Mr. Peabody. The movie ended, so we could use a ride back.

...

Sherman: Ok, we'll be here. Bye!

Sherman hangs up his phone and talks to Penny about anything about their mind.

5 Minutes Later

Mr. Peabody arrives in his red moped, with a modified side-car, so it can seat two people. Penny and Sherman, get in the side-car, strap on their helmets and Mr. Peabody drives off.

Mr. Peabody: So how was the movie, you two?

Sherman and Penny: It was awesome!

Mr. Peabody: Glad you chose a movie to enjoy.

Mr. Peabody, Sherman, and Penny all arrive at the penthouse.

Mr. Peabody: Kids, get yourselves ready for bed.

Sherman and Penny: Yes, Mr. Peabody.

10 Minutes Later

Sherman and Penny got dressed in their sleeping clothes, Penny wearing purple pajama pants with a white T-shirt, while Sherman wears a pair of black pajama pants with a red T-shirt. Later, they brushed their teeth, and went to Sherman's room. Sherman got in his bed, while Penny slides into a sleeping bag she brought with her. Mr. Peabody knocks on the door to wish the two friends goodnight.

Mr. Peabody: Goodnight, you two.

Sherman and Penny: Goodnight Mr. Peabody

After that, Sherman turned off the lights and both of them went straight to sleep.

End of Part 1.