...With the room collapsing and filling with water, Spider-man races in to a small corridor, leading to a flight of stairs up to the surface. The entire subbasement area is now flooded. As he rushes up the stairs the heavy concrete ceiling and thick rafters suddenly give way. He finds himself blocked from the exit and trapped beneath tons of fallen debris... as water from below steadily begins to rise.

Meanwhile, across town the funeral is taking place for Captain Stacy. Every one is there, including the mayor. Of course Peter is notably missing. "Where is Peter Parker?"

Realizing, not only is he fighting for his life, he is fighting time... he must get to that funeral, for Gwen, and for all that Captain Stacy has meant to him, Spider-Man musters all of his strength and more. As the water is lapping his chin, with unbridled determination, he lifts the massive rubble just enough to manage to squirt through a hole out and in to the harbor. The weary hero swims to the surface and gasps for air. It is over... almost...

By the time Peter gets to the cemetery, the service is over. And Gwen is no where to be found. Peter looks completely downtrodden as Mary Jane approaches and hands him a note...

GWEN: (V/O) "Dear Peter. I don't know what to think anymore...how to feel... It seems I have lost everything... He's gone, and for the first time in my life I don't feel safe. I believe you know how I feel about you...but nothing seems real anymore and I just...well...I don't know if this is goodbye forever, and then I don't know it isn't. But I have to find some answers. Please try and understand...

Yours, Gwendy"

Peter is crushed to learn Gwen has left to be with family overseas, a "a world away". Mary Jane attempts to hold him, to console him, as Harry watches from afar.

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We see a plane nearing its destination... in London England. Gwen declines the attendant's offer for a refreshment, then sadly leans her head back against the seat, looking towards the window.

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