Hey guys, just a little introduction to the story here. I wrote this because I've always loved Gwen Stacy about 1000x more than MJ, just something about her is perfect, and I cried a little when I read the comic which includes her death. And of course, the new Spider-Man movie can't help but follow along, which includes *SPOILERS* the death of one of the best romances ever. So to keep myself from being too depressed, I decided to write my own ending to the story, which leads into an entire new adventure for Peter and Gwen. This involves spoilers from The Amazing Spider-Man and The Amazing Spider-Man 2, so read with caution and I hope you all enjoy!

UPDATE: This and chapter 2 are now combined, so one less chapter, but a lot more substance! Enjoy!


Time stopped.

As Peter looked on. Helpless from such a distance, he saw the love of his life, Gwen Stacy, falling out of the grasp of Harry Osborn, or the monster he had become.

"NOOOOOOOOO!" with a shout that could be heard from miles away, Peter lunged himself off of the side of the bridge, towards Gwen, towards the water, and towards death. "Okay," he thought, "I have one shot at this. I can't shoot a web underneath her, the impact would kill her. I can't even grab her and pull her up, it would snap her back. My only option is to swing in at just the right moment, and wrap us both up to avoid the impact."

From the top of the Manhattan Bridge, there was nowhere to go but straight down. Gwen never thought for a moment that Harry would drop her, actually drop her, and try to kill her. But all those thoughts were replaced with one thing….Peter. The boy she loved, the boy that had to avoid her to comply with her father's selfish promise, the boy that she would never stop loving. "No, this isn't how it should end. It CAN'T end this way." Her mind focused on him, and only him. Quickly losing consciousness, it was becoming harder and harder to focus, in the darkness of the night, all she could see were the lights of the skyline reflecting on the river's cold water.

All Peter could hear were the shouts of civilians trying to catch a glimpse of what was happening, and the insane cackling of his best friend turned killer flying away, back to whatever pit he came from. He would deal with that later, but for now he tried to drain it all out and focus on the one thing that mattered, getting down to Gwen. "500 feet left, I've gotta do it now!" He thought, but another voice inside him screamed, "No! It's still too high. Wait just a little longer, you can do this Parker. She's Gwen, your Gwen, you can do it." And so he waited, streaming through the air at an alarming speed. Finally, when he reached only about 200 feet above the water and he was about 100 feet below Gwen, he shot a web straight up to the support beam on the bottom of the bridge, and as the cable straightened after reaching its mark, he swung in her direction, ready to catch her.

As she finally was about to pass out from the shock of falling so far, the last thing Gwen Stacy saw before losing consciousness was a dark silhouette racing towards her and a silver stream enveloping her entire person, she felt Peter crash into her, and all went black.

"Gwen, Gwen don't worry, I've got you, we're gonna be fine." Peter desperately tried to cover them both in a web cocoon that would absorb the impact blow from the water. "50 feet….30…..20….10…."

CRASH!

If you've ever heard a dive from a high point, a rock, or maybe a diving board, you know that from a fair distance, the impact can sound like concrete, and feel like it too. The web cocoon absorbed the blow from hitting the water, but shattered upon impact as they went down. Gwen was out cold, and it was up to Peter to get them both to safety. He grabbed Gwen and swam furiously towards the surface, and soon as he broke the water, he made for the first bit of land he could find. He quickly pulled her up onto the rocks, pulling off his mask, Peter tried to keep her heart going. "Gwen, come on, stay with me. You're gonna be fine, I told you. We're gonna go to Oxford. You'll be a famous biochemist and I'll continue fighting crime, we have a plan, you can't die yet!" His words became sobs. "I promised your father, and I broke that promise. I broke that promise!" He slowly resigned himself to her death when he saw no breath.

Suddenly, it all came rushing back. The lights, the sounds, she felt life again. Gwen woke up on the rock next to Peter, watching him and listening to his incoherent sobs at her death. She sits up as best she can and puts an arm on his shoulder.

"Whoa there, Parker," She tried to catch her breath in between sentences, "I'm not dead yet."

"Gwen, how did yo-.." He stammered trying to clear his eyes "I-I thought you had….I..I saw…"

Suddenly, Gwen leaned in towards him. She wrapped both arms around his back, pressing her lips to his. She was tired, absolutely exhausted, but for this, she had the energy. The passion was intense, and Peter felt it.

Gwen pulled away for a moment and stared straight into Peter's brown eyes. "I know what you thought, and I'm here to say I'm not going anywhere."

They stare at each other for a moment. Of course, they both had thought the other was dead for the time being, so to them, it was like seeing each other's ghosts, and they couldn't have been happier. Peter returned the embrace, softly crying into her shoulder. As they held each other, leaning up against the soft rocks, they soon drifted off to sleep. Just before succumbing to the final pressures of rest, Gwen's mind raced with thoughts of the future. Oxford? New York? What would her family think about all this? It didn't matter. Not when she had her Spiderman, no, her Peter, alongside her.


As the sun rose ever so slightly above the Manhattan skyline, the rays of sunlight brushed Gwen's face with a soft, yet intense warmth. She stirred and struggled for a moment before finally forcing her eyes open. Leaning her head up slightly, she noticed the face staring straight back at her, with eyes that hadn't shut all night long. "He was watching me...he didn't once let me out of his sight."

"Good morning." Peter softly whispered as he brought one hand up to brush the hair out of her face, he caressed her cheek with his thumb, taking in the warmth of her smooth skin. He turned his face and looked up at the empty sky for a moment before feeling warm on his cheek, a kiss.

"Good morning to you, my hero." Gwen smiled brightly at him with her green eyes reflecting the sunlight ever so slightly.

"You know...you uh, yo-you might wanna shower." Peter couldn't keep a straight face and quickly tried to suppress his laugh so he could talk. "You-you kind of smell like, like uh, well...fish."

Gwen dropped her mouth open, feigning offense. "Well thanks! I see how it is now, save me from death then tell me I smell like fish? Great seduction technique bug boy!" She punched him in the shoulder, which of course never did anything. "Besides, I could say the same for you, you might have a little something on your face." She reached over and wiped the left side of Peter's head, quickly retracting her soaked hand. "Peter! You're still...you're still bleeding...a lot." She showed him her palm covered in his blood.

Peter reached a hand up to feel the side of his head. "Really? I-I hadn't noticed, too busy with...you know...saving you." He chuckled as Gwen punched him again. "Well, I uh, I guess we both got stuff to fix, don't we?"

Just then, Gwen snapped back into reality. "Mom, the boys, what the hell are they going to think? There's no way they didn't see the television last night. They've got to be going insane right now!"

"Don't worry, it'll be fine. Going home, I mean" Peter reassured her, he always seemed to know what to say, even if he really didn't. "Of course, they might be a little pissed you spent the night with their friendly neighborhood Spiderman, but I'm sure they'll get over the initial shock eventually."

"Peter, seriously, what are they going to say? They had to have seen what happened last night. They must think I'm dead by now, and-"

Peter cupped her face in his gloved hands and stared into her eyes. "Gwendolyn Stacy, everything will be fine. Do you know why? Well, be-because I love you, and I, I am never leaving you, ever. Everything that happens now, we do together, got it?"

All she could do was nod her head furiously in agreement.

"Alrighty, I guess it's time we got you all cleaned up and brought back to your family, whaddya' say?" Peter asked as he stood up. He motioned to her to grab onto him, about to go off swinging through the city again.

"Wait!" Gwen pulled away and reached to the ground, pulling something out from in between the rocks. It was his mask. "Here, Spiderman can't go around without this."

Peter smiled. "Thanks, Gwen."

"I mean," she continued, "think of how much trouble I would be in if my mom knew it was YOU." She caught his sudden glare in the middle of donning the mask, indicating her subtle jab worked. "Oh don't worry, I'm just kidding."

"Okay, no insulting the guy who's carrying you 300 feet in the air!" Peter snaked an arm around Gwen's waist and shot a biocable up the side of the bridge, bringing them back up to street level. Landing on the side, somewhat out of side, he shot another cable up and around the corner of the bridge's tower, the entrance to Upper Manhattan.

"This!" Gwen shouted above all the car horns and yelling that populated the city, "This I could get used to!" She couldn't tell but Peter's smiling like an idiot underneath his mask.


1 week later….12th avenue….7:30 p.m.

"So, England?" Peter took a bite of gelato and looked at Gwen questioningly. A week ago, he was ready to drop absolutely everything and move with her to England, to spend the rest of his life with her. But now, things were different. In the span of one night everything had changed drastically.

She looked back and him and those big brown doe eyes. Gwen couldn't help but smile, even after everything they had been through only a week before. All she could manage was "England.". She had almost forgotten about the previous plan to move to Oxford and study her passion, biochemistry, and sharing life with Peter, her Peter. That was before the near-death experience that came in the form of Harry Osborn, however. "Peter, I-"

He cut her off in that nervous, cute way she always loves.

"I was thinking the same thing! We could-"

"Exactly, we wouldn't have to worry about-"

Somehow without even finishing their own sentences they knew the decision they've made, to stay in New York. It was too dangerous to leave now, to leave the city in such suspense and terror, and they didn't even know it yet. Harry would come back, and something told Peter that it would be soon, and worse than before. Even though he didn't quite understand how anything could be worse than nearly losing Gwen….with the exception of actually losing her. He shuddered at the thought of it, and quickly put it to rest. He quickly changed the subject. "So, since we'll be staying here, what about Empire State? It's a high ranked school, you could continue your studies without missing a beat, except maybe OsCorp.."

"What about OsCorp?" She looked at him confused. Could she really give up this amazing opportunity? Of course she's had a few run ins with trouble recently, but it was a great asset to Peter. "I can't give that up, you need someone on the inside, I can get information easily." Peter gave her a strained look, she knew she wasn't making this easy for him, she never would.

Peter shook his head slowly. "It's enough that Harry's turned on us, I-I couldn't bear it if he came after you again. He'd know EXACTLY where to find you, and-" He brought his eyes down to the table, he couldn't finish the sentence.

Gwen reached across the table and took his hand in her soft palm. "Peter, I'll be fine. Harry's disgraced, he can't get back in short of blowing up the door, and by then, you'll be there to help. Right?"

"Of course, bu-"

"Then it's settled, I'm staying at OsCorp while we're at Empire State."

"We?" Peter hadn't given much thought to college life. He barely made it through high school, would he really be able to finish college with all this crap going on in life right now?

Gwen looked at him like he had just grown another eye. "Yes. We. If I have to stay here where it's safe and enroll in Empire, so do you. It's part of life, Peter. What happens when all this is over? We need something to fall back on when…." Gwen trailed off. The thought of a normal life was appealing, one without Spiderman, and villains. A life where they went to school together, got married, had children, and retired to live long and adventurous lives together.

"When….?" Peter looked at her with those sarcastic, expectant eyes. He noticed her cheeks turning as red as the spandex of his suit.

Gwen quickly took another bite of gelato, hoping to hide her embarrassment, to no avail. Peter knew, he always knew what she was thinking it seemed. She watched him grin with that stupid boyish grin of his. It was like a light popped on inside his head.

"Oh, I get it!"

Gwen shook her head mockingly and threw out her best sarcastic voice. "Oh, do you now?"

"Of course, you think you'll end up being the lucky spouse of your friendly neighborhood Spider— CRAP!"

Gwen smacked him in the eye with gelato to try to end the embarrassment before it got any worse. "Oh I'm sorry, did I catch Spiderman by surprise?" She tried to keep the S-word down in public, but sometimes it slipped out.

Peter laughed slightly while clearing his eye of the freezing, sticky substance. "Sometimes..sometimes I hate you, you know that?"

"Yeah, well, you still love me 80% of the time."

"75%"

Gwen put an incredulous look on her face, hiding her embarrassment. "95% and you know it!"

Peter threw up his hands in defeat. "Fine, 95% it is then!" He couldn't help but smile and laugh at the woman that happened to be sitting across from him. The woman that he loved, and that loved him right back.


Ravencroft Institute for the Criminally Insane….around 2 a.m.

"Ahhh, Mr. Fiers….so wonderful to see you again."

The man in the hat barely acknowledged the greeting, and simply stated, "I want to see patient 00378. Now."

Doctor Lorne knew better than to argue. Immediately he opened the requested cell door. He didn't understand why Mr. Fiers insisted on these late night meetings with Osborn, he was just an insane little brat with severe multiple personality disorder. One minute, he was his semi-normal childish self, the next he's darting around the room cackling like a demon screeching about a goblin. "Damn fool." He muttered under his breath once he was alone.

Gustav Fiers stepped into Harry's cell. To the gentleman, the kid seemed docile for the time being. "So, I have good news and bad news. Which one would you like first?"

"Just tell me." Harry didn't turn to face his visitor, he just stared at his warped reflection in his cell's broken mirror.

"Well, the bad news is that Stacy girl is alive and apparently plans on sticking around OsCorp a while longer, the good news is, Spiderman's staying too."

"Anything else? What about our earlier discussion?"

"About the team? How many did you have in mind?"

Harry's eyes narrowed. "Let's keep it small, 6 at the most. I don't want them eating each other."

"Fair enough, I have one candidate so far, Aleksei Systevitch, he's more than willing to join up."

Harry grew a one sided, wry smile. "Good, get him out and load him up then."

"Where do we get what we need? I'm sure you can't just make it appear out of thin air boy."

Harry chuckled, "No, everything you need is already at OsCorp. Like I said, get him out and get him loaded up." He felt it coming back….he….IT…was taking over again. He felt his hair stand up on the back of his neck and his face contort again, oh the pain it caused him.

Gustav knew it was time to leave, that thing was coming back. As much as he disapproved of the kid sometimes, seeing this….monster….take over him like it did was just painful.

Harry's last words before he's lost for the night, "Special projects, you'll find it….all….THERE! AGH!" and in a second, he was gone. The goblin was back. Banging on the bars, darting from one side of the room to the other, cackling maniacally. There was no amount of pain the doctors could inflict that would stop him.

"Come out spidey….come out, come out, wherever you are! IT'S TIME TO HAVE SOME FUN!"

Gustav Fiers walked out the door, leaving the demonic voice behind him. His time would come soon, but not yet….Not yet….


OsCorp Tower…..3p.m.

"It's about time!" Gwen couldn't believe it, for months her department had been working on a breakthrough idea for a theory on curing the loss of brain cells in humans, specifically in alzheimers patients. Actually taking the suggestion from an example Peter used months ago when he first visited OsCorp, to use the Zebra fish's cells which have the power to regenerate at will, to transfer that into a human's body, without much side effect.

"Well thank the universe for Miss Gwendolyn Stacy!"

She knew that forked tongue voice anywhere. Alistair Smythe, the lead researcher in her department, and the only man she had to answer to, young and attractive but the all around creepiness and obsession he had with her ruined it. With an exasperated voice she replied, "You don't even know what just happened, do you?"

"No, but I'd very much like to..." He stared at her with an uncomfortable smile that Gwen had come to loathe, but she had to tell him.

"Well, you remember my team's theories about the Zebra fish's genes being used for healing purposes? I finally cracked the last equation that could keep the genes stable enough without deteriorating or destroying the host body. This could be huge, absolutely huge!" She was too excited to notice the look of complete disdain on Smythe's face.

"Well, that's great Gwen, but remember how I told you all to scrap EVERY cross-species genetics project since the Connors incident?"

"Actually, you told us to keep go-"

"I said nothing like that," Smythe lied to keep up appearances. In fact, OsCorp hadn't gotten rid of hardly any of the cross-species genetics projects, they had just been dug into the ground for the time being. And Smythe was the one in charge of keeping them running under the radar, evidently not doing a good enough job. "Miss Stacy, the next time you deliberately disobey your superior and then proceed to lie about it, you can forget about a future in OsCorp. Got it?"

Her fists were tense. If Peter were here right now she would actually let him blow his cover just to see Smythe punched across the room and bloody. She manages to squeeze out a simple "Understood." before turning around quickly and heading back to her cubicle in the main office.

As Gwen entered the main office, she noticed the giant television screen turned to Metro News 4, and of course, Peter was plastered all over. Her Peter. Of course, this time it wasn't the usual crappy philosophical debate on whether he was a hero of the people or a menace ravaging the great city, it was footage of a battle taking place. In Times Square. She could never understand how they rebuilt so quickly after the incident with Electro, which practically destroyed everything within 10 blocks of the square. Yet, there he was, swinging building to building, dodging bullets, rockets, and…cars? "What in the hell…." Gwen thought to herself before the camera panned over and suddenly she noticed the culprit. Not only was it a mechanical rhino suit, but something about it was strangely familiar…it looked like something OsCorp had designed over a year ago, before the Lizard catastrophe forced them to abandon the cross-species genetics research. All the data and material was destroyed, or so they thought. And yet there it was, a giant slap in the face to her and her colleagues. She turned her attention back to Peter who was still dodging the massive rhino's projectiles. The thing was keeping him on the move, but it would eventually run out, it had to, right? Before she even had a second thought, Gwen was rushing down the hall to the elevator and was out the door sprinting in his direction.


Times Square...Same time.

"Whoa there beastie! Down boy!" Peter was trying to make the best of what seemed like an impossible situation. This guy was a giant mechanical rhino….how hard should it be to fight a mechanical rhino? "Apparently a lot harder than it sounds" He thought to himself. That's when he noticed, it had stopped firing. The thing finally jammed. Finally it was his turn. Jumping onto the nearby police car, it was time to turn it around.

"Listen up, fake…rhino…thing! I just have a few things to say before this all goes down. First of all, your costume is terrible, you should be ashamed, real rhinos can't fire rockets! What were you thinking man? And second, a rhino? No, seriously. A RHINO? Could you NOT think of anything more intimidating? A scorpion for instance? Maybe a giant bird of prey even! But a rhino? You must not have been very popular in school, were you?"

He's drawing a crowd, "Why do I always draw a crowd? Oh yeah, I'm Spiderman. Crap."

Suddenly, the rhino stands up on two legs, the horn moves up to reveal a cockpit with a man inside. The cockpit opened.

"Hello Spider-boy! Remember Aleksei? He remember you!"

Peter rolls his eyes underneath his mask. "Again?" These villains are getting a bit repetitive.

"Oh come on, you again? Seriously dude? Okay this isn't gonna work, either you're walking back into that cell, or I'm throwing you in myself. It's really all up to you, honest Mr. Rhino!" His sarcasm permeated the mask greatly, it was wonderful at times. This time...not so much.

Of course, the cockpit closes, the horn came down over the viewport blocking out any human appearance. The rhino suit whizzed and whirred as the joints loosened up to lower onto all fours...into charging position.

Peter was prepared for this, in fact he was kind of hoping this would happen, it's been a couple weeks since he's had a good fight. "Alrighty, apparently that's is your final answer. Let's go!" He actually comes to regret those words when out of nowhere two missiles fire from the sides of the rhino. "Oh come on! Not even fair." He shouted in his witty Spiderman voice. "Now would be a great time for that whole spider sense thing to kick in!"

Just then, he felt everything slow down to a crawl, his eyes drawn to the nearby pothole, "Those things are solid steel, if I can get a hold of it, it just might be enough to deflect the two missiles." Peter slowly sped back into reality, and was ready to strike. Shooting two biocables through the pothole holes, he launched himself off the car he'd used as a platform and spun left, deflecting one missile into the second, detonating both as a safe distance. Still in mid-air, he spun one last time to bring himself closer to the rhino, he came around again used every ounce of strength he had and smashed the pothole into his horn, breaking off the tip and sending the suit flying into the Starbucks nearby. Rushing over the the downed rhino, he pulled the remainder of the horn up and smashed the cockpit window open with the pothole, before throwing it aside. "You really just HAD to pick this way, didn't you? I mean seriously, why do bad guys ALWAYS pick the hard wa-"

Suddenly, Peter felt a sharp pain in his chest, he looked down to see Aleksei has stuck him with some sort of electronic..prod. He felt his entire body seize up and collapse as the tip of the weapon disengaged the tip and it lodged itself inside his sternum. Hyperventilating, all the air was being drained out of his lungs almost, like his body's moisture drying up through electric shock.

Aleksei leaned over his paralyzed body, grabbing Peter by the throat and pulling him up, he whispered in his ear. "Ahhh, you thought Aleksei was done? No, no. Aleksei is no done with you, boy. Soon you will meet others, yes. You will forget what it means to be hero, and when we are done with this city, you die." He left Peter lying in the street as he climbed back into the rhino suit and charged off down the street.


Gwen arrived on the scene just a moment too late. The police barricades were up and the NYPD had Peter surrounded with guns pointed at his paralyzed body. "PET- NO!" She caught herself before revealing his identity. She wanted nothing more than to run out to him in the middle of the street and hold him, she had to. She couldn't just stand by while her love, her Peter, laid down and died. She resolved to break through the crowds and get out to him. Before she could, however, she saw Peter slowly prop himself up on a squad car, and hastily shoot a biocable at the nearby lamp post, eventually swinging off and out of sight. Gwen's thoughts raced frantically as she tried to think straight. "Where the hell is he-" Her eyes widened as she realized, he was going home. She had to meet him.

Gwen ran two blocks before being able to flag down a cab that wasn't caught in the NYPD blockade. Pushing a $20 bill into the driver's hand, she yelled "West 22nd street, the Dwell apartment complex, and hurry!"

The driver was used to this, frantic women always in a rush. "You got it miss!"

"Peter...I'm coming...I'm coming..."


Well, here we are, the end of the new and improved chapter 1! Originally this was two chapters, but they were so poorly written and short, I decided to combine them both. Please read and review, I love hearing from you guys!