Please don't read this unless you have seen The Amazing Spider-man 2. Like everyone else, I was thoroughly dissatisfied with what they did with Gwen's character. I'm writing this to give insight on Gwen's thoughts as she fell and before she died. I may have also tweaked a few things. I'm writing this short one-shot mainly to help ease my frustration from the film. Hope this isn't too sad. Comments/criticism is always welcome. Cheers!


"I know that we think we are all immortal, we're supposed to feel that way, we're graduating."

Gwen stared up at Peter. Those gears were not going to hold. She started to feel small beads of sweat begin to form on her face and neck. While Peter attempted to stop the gears with his foot and keep Harry stationary, Gwen struggled to find solutions to the situation. So many different scenarios scanned through her mind. Every outcome ended with her or Peter's death.

She could possibly attempt to climb the web – no, Gwen knew she didn't have the upper arm strength for that. Doing this could possibly make her fall prematurely. Perhaps she could swing and attempt to grab one of the bars on the side – no, this could lead to the rope snapping against the gears. If the web snapped before Peter had Harry under control, Peter would certainly die along with her. The world needed Peter, she couldn't let him die. The gears clicked closer to the web. Gwen felt tears begin to line her eyes. She never took her eyes of Peter.

"The future is and should be bright, but like our brief four years in high school, what makes like valuable is that it doesn't last forever."

Gwen could hear Peter's breath become more labored as he held back Harry and the gears. She thought about just letting go of the web and be done with it all. But she couldn't. Not to Peter. Gwen's breath also became more labored as the gears started to grind a bit more. A tear slipped out of her left eye and rolled down her cheek. The gears had about one and a half turns before they would snap the rope. Gwen swallowed the growing lump in her throat with resolution. She let out a deep breath. She regretted nothing. It was her decision to join Peter in the fight. In fact, without her Peter may never not have beat Electro.

"What makes it precious is that it [life] ends. I know that now more than ever. And I say it today of all days to remind us that time is luck."

The gears moved and were only one click away from snapping the web. Peter let out a frustrated cry. Harry Osborn was still struggling and Peter's legs were beginning to give out.

All frustration, fear, and sadness left Gwen when she realized that she truly regretted nothing in her life. Gwen let out a breath she didn't know she had been holding. She closed her eyes for a short moment and looked back up at Peter. Gwen had always been able to read Peter like an open book, this time she hoped he could read her.

"So don't waste it living someone else's life, make yours count for something."

The gears made their final click and the web snapped.

"Gwen!" Peter yelled as he dove down toward Gwen when Harry became unconscious.

Falling through the air felt oddly calming to Gwen. These last few moments were going to feel as if they were lasting forever. She closed her eyes and allowed her mind to drift. Her family entered her thoughts. She was so immensely proud of everyone. Her mother was stern, but always held a kind of warmness and softness. Her father was the same way. A big bad cop to the world, but a loving father to her family. Oh, and her brothers were the lights of her life. Memories of them fighting and yelling at each other filled her mind. Especially during the holidays when her brothers would try to steal her presents. A small chuckle left her mouth.

Gwen drifted her thoughts to school. Definitely no regrets there – she was accepted to Oxford! Even if she isn't able to go she hoped that fourteen year old boy would have a great time. Guess he lucked out.

The last important left on her mind to confront was Peter. Gwen opened her eyes and focused on Peter above her. She was falling at a faster rate than he was and soon enough he would be out of sight. She knew there wasn't much time left. Gwen smiled. She loved Peter with all her heart and it truly meant the world to her knowing he would have moved to England with her. Tears started to prickle behind her eyes. Peter was the only person she felt genuinely worried for after her death. He already suffered through so much. She knew with time that he would move on. Maybe he meet a cute girl like the one she met earlier that day named MJ.

The world truly did need Spiderman, and Peter Parker did also. Spiderman gave Peter as much hope as Spidey did for the world. He was not to blame for her death. She hoped to God that he knew this. Gwen took a shallow breath and mouthed, "I love you," as Peter shot his web toward her.

The web reached Gwen too late, causing her head to jerk back and hit the concrete with brute force.

"Fight for what matters to you, no matter what. Because even if you fall short, what better way is there to live?"