So I saw the Amazing Spiderman 2 on Friday and am still soooo worked up over the ending and felt a fanfiction coming on. So sit back with a cup of tea, some popcorn, and enjoy my fangirl brain pouring out onto paper... or screen?

Disclaimer: I obviously don't own anything. Lol

"I can't hold it!" Peter cried out. Sweat pour down his face as he was chocking the green goblin with one hand and he looked down at Gwen.

"Peter, I'm scared," Gwen called out as she hung on by one hand to a single strand of his web in the clock tower.

Gears began to fall as the clocked struggled to advance with time. Suddenly, time stood still for Peter. Time took its toll as the hands moved ahead causing a shift in the gears that he could not control. Fortunately, it sent the goblin back into the wall knocking him out. The bad news was that it snapped the web that his love was holding on to. Gwen was silently and quickly falling to hear death amongst clock parts to the bottom of the tower.

"GWEN!" Peter cried out as the love of his life slipped out of his grasp. Without hesitation he dove down towards her. It felt as though he could not move fast enough. Rusty gears brushed against his tired muscles as he fell, but nothing was going to stop him. His heart pounded and sunk into his chest as he thought that he might be too late. In a last attempt he shot web in her direction.

As Gwen fell she picked up momentum. Knowing that it was not likely Peter would hear her, she said "I love you Peter, and I never wanted to leave you. Promise me you'll make your own path." The last thing that she saw was web about to reach her. Her eyes closed as a tear fell. This was it. A sickening snap sent her into darkness as Peter's web caught her inches before she would have collided with the floor.

Peter quickly fastened the web as best he could and jumped the rest of the way down to his love. "GWEN! GWEN DON'T LEAVE ME!" he cried out as he held her limp body in his arms. She was not responding. "Stay with me. I can't lose you too. Come on Gwen, please!" Peter began to cry out in rage and pain. He was so lost that he almost didn't notice her shift in his arms. "Gwen... baby please. Don't leave me... be my path."

His heart stopped as her eyes fluttered. "It hurts Pete," Gwen said as a single tear rolled down her cheek.

"It's gonna be ok Gwen. I'm going to get you out of here. I love you... oh thank you so much for staying... I love you so much!" Peter said as he wiped her tear and planted a kiss in its place on her cheek.

"I love you too Peter," Gwen said as she began to cough,

"Come on. Let me take care of you," Peter said as he carefully carried her bridal style out of the tower.

"You always do."

Peter smiled at the girl in his arms. "I am never letting you go again."

"Sounds perfect to me, along with no more Oscorp," Gwen said as they walked up to the hospital doors.