Batman and all related characters belong to DC and Spiderman and everything belongs to Marvel. Enjoy the Story. Re-uploading due to spam reviews. Thank you.

The usually hectic, congested streets of New York City were shattered by the piercing screech of one Barbara Gordon's, aka Batgirls specially supped up motorcycle called the bat-cycle as she raced through the streets of Washington Heights. Frantically weaving through traffic, she desperately raced to the George Washington Bridge when a voice cracked in her cowls headset.

"Batgirl where are you?!" Peter Park, Spider-Man's voice cried out, frantic in her ear. She looked up to see her best friend webbing through down the street in the same direction as she zigged zag through the congested traffic

"I'm right below you; I'm almost at G.W. Bridge right now Pete!" Barbara responded calmer but barely.

"I screwed up!" Spiderman nearly choked out, causing Batgirls heart to sink. "It's my fault Barbara, I let this happen!"

"Peter no, don't do that; we're not going to let that maniac hurt Gwen!" Barbara responded, saying everything she could reassure not only him but herself too.

"If anything happens to her Barb, I don't, I...!" Spider-Man practically sobbed in Batgirl's cowl comms.

"Peter stop it, I swear, we're going to save her!" She reiterated again to her friend as they both could see the bridge approaching fast. She didn't need to remind him that Gwen was her friend too. Her Father was friends with Capt. George Stacy. In fact Barbara had stayed with the Stacy's wile she Mid-Town science Academy with Peter. It had only been less than fifteen minutes when the mysterious lunatic known as Green Goblin ambushed them on a patrol, holding Peter's girlfriend Gwen Stacy hostage. He instructed them to meet him at the George Washington Bridge if they wished to save her. Barbara revved the engine as her GPS indicated she was only few more blocks from the bridge.

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Goblin stood ready on top of the south tower of the G.W. Bridge awaiting the arrival of the two heroes. Gwen doing her best to struggle in his grasp, but with the madman's mechanical suit it was feeble at best. "W..Why are you doing this…?" she managed to sniff out to her captor.

"To prove a point my dear," he cryptically said with an evil smile with the two young heroes fast approaching. The Goblin lowered his head to Gwen's face. "You have Spider-Man to thank for this," he snarled into her ear which caused Gwen to shudder anew in fear.

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Arriving at the bridge Batgirl pulled her grappling gun and fired it skyward at the south tower of the G.W. Bridge. Grappling up to tower she landed at the same time as Spider-Man. "Gobby, let her go now!" He raged to his arch nemesis who devilishly chuckled in response.

"Oh Spider-Man I'd be more careful with your chose of words," the maniac cryptically remarked as he backed up towards the edge as he held out Gwen by the back of her neck causing the poor blonde to scream out in terror.

"No don't!" Peter cried out desperately.

"Help me; please!" Gwen begged through her hysterical cries.

"We're going to Gwen," Batgirl replied determinedly. "Hand her over Goblin, and walk away, we can settle this another day," she calmly added.

Both young heroes could sense the devious smirk from underneath the Goblins armored mask. "Certainly, if you both take off those masks and never get in my way again," he replied smugly

"Please there is no need for any of this," Peter added sternly, eyeing his goblin clad foe

"Have it your way."

As if in slow motion, Goblin released his grip on Gwen and she went straight down toward the inky black water of the Hudson.

"No!" Both Batgirl and Spider-Man bellowed at the same time as they watched their pretty blonde friend fall. Everything happened instantaneously. Green Goblins drone glider swooped down where the demonic looking villain jumped on to escape. At the same time Spider-Man sprinted to the ledge and shot a webbing to snare Gwen's ankle while Batgirl shot a grappling hook at the glider that was carrying Goblin away which successfully connected, pulling her upward with him.

Looking back down, she could see to her relief that Peter had snagged Gwen and was pulling her back up. "Oh thank god he got her!"

"Oh Batbrat, wanna go for a ride?!" Green Goblin suddenly sarcastically jeered at Barbara as he suddenly accelerated. "Oh boy!" she nervously muttered to herself as they climbed faster. Thinking fast she pressed a button on the grappling gun to reel herself in closer. As she gradually got closer to the glider, Barbara reached into her utility belt to pull out a standard batarang and took aim at one of the goblin gliders engines. Loosing the bat themed boomerang, Batgirl hit the starboard engine causing a flameout which in turn forced the glider to lose control and throw Goblin off the glider.

Batgirl snapped back her bat-line and managed to use her cape as glider to steady herself. Turning her cowls night-vision to follow Green Goblin's path of descent. She watched as he crashed through a nearby warehouse roof while the glider splashed down in the river. Batgirl adjusted herself to glide down to the warehouse where Goblin fell into. After a few minutes descending she gracefully landed in the warehouse where she began searching for the armored clad goblin. Even with her cowls night-vision capabilities, the clutter within warehouse made it difficult to find the villain forcing Barbara to switch to detective mode. Still she could not find him. Batgirl was beginning to wonder if he had somehow managed to slip away when she heard loud running footsteps coming from behind her. "Uh oh." Batgirl muttered as she spun to see the fast approaching yellow, skeletal outline of Goblin coming right her. Bab's narrowly avoided a punch to the head by literally bending backwards thanks to her years of dance and gymnastics.

Goblin recovered enough to try to slam a fist down the red headed heroine who again managed to just dodge a devastating blow by rolling out of the way in the nick of time. Simultaneously she pulled out her duel electrified knuckles and quickly put them on. Now they were both facing each other, eyes focused on the other. "Why Goblin, why kidnap an innocent girl, for what?" She demanded, ready for round two.

"To prove that no one, not Spider-Man, or you Batgirl; stays good forever; everyone has a breaking point!" He answered truthfully.

"Seriously that's it!?" Batgirl furiously shouted back at the lunatic who chuckled at the angry display from the plucky teenage red-headed heroine who charged him with her electro knuckles sparkling.

Green Goblin block the first volley of punches but Batgirl instantly changed tactics by throwing a flash pellet into the lunatic's chest. "Arggh!" he screamed in surprise as he was blinded. Batgirl followed through with a series of punches to the face and body of the Goblin which shocked his suits systems, causing them to short circuit. It was the opening that Batgirl needed to deliver a swift kick to his head that seemingly put Gobby down for good.

"Enough Goblin, it's over, you're going down, permanently for this one!" She exclaimed to the seemly fallen villain.

"Oh you naïve little brat!" Goblin snapped. "It's never that simple with me," he sneered as pressed a button on his gauntlet. Hearing the jet engine fire up behind her warned Batgirl of the incoming glider.

"Shit," she muttered as she instantly grappled up to the rafters to narrowly avoid being fatally struck by the drone glider.

"So long Batgirl; give my regards to the Spider!" Goblin taunted with a cackle as he was pulled up and away by the drone glider.

"Damnit!" Barbara exclaimed in exasperation as she watched Goblin get away. "Gwen's safe though, that's what counts," She reassured herself. Getting out of the warehouse she began heading back to the G.W. Bridge.

When Batgirl finally made it back to the bridge she grappled back up to the tower where she left Spider-man and Gwen. Landing on the roof of the Tower she saw Peter holding Gwen as if he was comforting her. "Hey guys, sorry but Gobby got away, I think if we….." Barbara spoke but stopped when she realized Peter had his mask off, and even more unsettling, was sobbing uncontrollably. Something was wrong. Very wrong. "Peter…." Batgirl tried to interject when the terrible realization hit her when Peter turned his head over his shoulder.

"She's gone Barbara; I...I failed!" He cried out in anguish. "He killed her, that bastard killed the girl I loved; because of me!"

"…No…" Barbara choked out as tears fell from her eyes when she knew the terrible truth. They both failed. Gwen Stacy, the sweet beautiful girl Barbara introduced Peter to herself, daughter of her father's friend George Stacy was dead. When she reached him, she dropped to her knees and wrapped her arms around him, and sobbed herself. "I'm sorry Peter, I'm so so, sorry," she whispered softly in his ear as she held him.

On that horrible night; the nightmare had only begun.

So here is a short prologue to my new story. Technically this is a prequel to my other Batman/Marvel crossover, but there will most likely be some minor tweaks here and there but nothing major. As always please read and review.