A/N: Well we're all lucky because in this chapter we get a special guest appearance by MJ! Woo! Yeah, well on with the chapter. Also I've done a bit of extra stuff for this story like a really crappy "poster" and a "trailer", more like a really descriptive script for a trailer, so if you want to see them feel free to e-mail me and I'll send then to you.


Gwen pushed her head up against Ben's chest so she wouldn't see what was happening. "Come on Gwen!" Ben exclaimed. "You can have sex with a superhero but not look while you're web slinging across the city with him?"

"Ha ha." Gwen said. "Very funny." Her voice was muffled due to it being her face was right up against Ben's chest. "How far are we away from the Bugle?"

"About a mile." Ben said. "Or about a minute swinging. Possibly even less.'' In 30 seconds they were standing atop the Bugle. "You can look now." Gwen removed her head from his chest but still held onto him tightly.

"So this is what it looks like from up here?" Gwen asked.

"Yup." Ben said. "I'll go up to the Chrysler Building when I need to think."

"Fun." Gwen said. She walked over to the side of the building and looked down. She walked back toward Ben. "Aren't you afraid of heights?"

"No." Ben said. "You have to be used to them when you're Spider-Man."

"I see where that would have to happen." Gwen said. "So can I come in with you?"

"Yeah." Ben said. "I'm not gonna leave you up here by yourself while the Goblin is flying around and terrorizing people." He walked over to a duct and opened a "door". "Coming with?" She nodded and Ben dropped in. She looked down into it and saw nothing but black. "Don't worry Gwen! I'll catch you!" She hesitated but then went down into it. Just as he promised he caught her in his arms. She smiled and lifted his mask up and kissed him.

"Lets go." Gwen said. She started to walk out of the bathroom door but Ben went into a stall and came out seconds later wearing a Spider-Man costume.

"What?" Ben asked. "It isn't too much is it?" Gwen laughed and then gave him a hug.

"Of course not." Gwen said. "I love it." He blushed behind the mask as she said this.

"Come on Gwen." Ben said pulling out of the hug and walking out of the bathroom door. Gwen followed behind. Ben walked down the hall and then opened a door to an empty newsroom. The light in Jameson's office was on. Ben walked up to the door and opened it."I don't need anything Robbie." he said.

"I'm not Robbie Jameson." Ben said. Jameson looked up. "I'm Spider-Man." Jameson fell of his chair.

"Wh-wh-what are you doing here?" he stammered.

"I'm here to finish some business." Ben said. "Just this July you fired Parker just because I retired. Now you better pay up what you owe him or you will meet a Green man in a dark alley, or maybe even in a jail cell."

"And who's she?" he asked.

"My name isn't important you bastard." Gwen said. "Lets just call me a fan. Who has been sick of every bad bit of news you run about him."

"So I'm a coward am I?" Ben asked him. "Perhaps you should try to kill the Green Goblin by yourself. Perhaps you should try stopping a homicidal serial killer. Perhaps you should try just being me!" Ben slammed his fist down on Jameson's desk. There was a cracking noise and soon there was a large crack right down the middle of his desk. "Get it? Got it? Good." He walked out with Gwen right behind him. As they exited the newsroom they walked back down the hall to the bathroom. Ben jumped up into the duct and crawled out of it. He created a basket like thing out of web so Gwen could crawl into it and get out of the building.

"Man that was fun." Gwen said. She got out of the basket and back onto the roof of the building. They walked over to the backside of the Bugle and saw Gwen looking up at them. Ben shoots a web and starts to sling of toward the police station. There was a giant spotlight and hundreds of fan girls snapped pictures of him as he swung past them. In a few days when they'd get there pictures back they'd see that there would be nothing but just the buildings behind him. Ben shot one last web and dropped down into an alley behind the police station. He changed out of the costume and stuffed his mask into his pockets. Gwen and him walked out of the alley and stood in front of the police station waiting for the other Gwen. She pulled up and stepped out of the car. Ben nodded and he walked through the doors. He walked up the stairs and into the police station. It was quiet. Nobody was there. Ben walked down a flight of stairs and to a corridor with a door at the end. There was an intercom there. Gwen reached to push it. "Don't waist your time Ms. Stacy. I know a way around. Unless you want to walk through rows and rows of files."

"How do you know all this stuff Ben?" Ms. Stacy asked.

"This was my preschool." Ben replied. "There was never anyone to pick me up in the afternoon so I stayed here all day in criminal records." He pushed a cabinet to the side. "Care to join me?" The two Stacy women looked at each other and Gwen Stacy I walked in after him. He crouched down a bit and entered. "Watch your head there's a-" It was too late. Gwen had hit her head on it. "Beam." Gwen Stacy II giggled.

"Smooth Mom." she giggled.

"Very funny Gwendolyn Stacy." she said.

"Stop clowning around a follow me." Ben said. He walked further through the passageway. Finally there was a door up ahead and he opened it. There Peter sat looking through Norman Osborn's criminal record. "Stay here Ms. Stacy." he whispered. She nodded and stood there. "Gwen you can come." She walked out and stood right behind Ben. "Hey Dad."

"Ben?" Peter said. His eyes shot up at him from the record. "Hey who is this?"

"I'm Gwendolyn." she said. "But call me Gwen." Peter shook her hand.

"Good to meet you Gwen." Peter said. In his head the death of Gwen Stacy was replaying over and over again he looked up at her. "You know. You look a lot like I woman I used to love." He sighed and shook his head. "She had the same name as you. She was wonderful. Dressed exactly like you too. Gwen Stacy. The woman I wish never would've died." He looked up at the ceiling. "So why did you come here?"

"Well Dad," Ben started. "There's something I need to show and tell you."

"I already know about you being Spider-Man Ben." Peter said. He looked shocked. Why did he just say that out loud?

"It's ok Mr. Parker." Gwen said. "I already know." Peter opened his mouth to say something but shut it.

"Listen Dad." Ben started. "20 years ago you lost the love of you life. And two years later a clone of her came into your life. But now it's time you know the truth. You can come out now." Gwen walked out of the duct and smiled at him.

"Hi Peter." she said.

"What?" Peter said. "No. This is impossible. This can't be happening! No!" She walked over to him. Peter stood up. She put her hands on his face.

"I'm alive Peter." Gwen said. "Perhaps we can talk it over back at your place."

"Yes." Peter said. "I guess we must. But tell me Gwen. How are you alive?"

"That was never me who died Peter." Gwen said. "That was a clone. A different clone then the one who appeared two years after my so called "death".

"No!" Peter exclaimed. "You can't!" He ran out of the room through the many records. Gwen shook her head and looked at Ben. Ms. Stacy ran off after Peter which left Ben and Gwen in the room by themselves.

"Why is he acting so strange Ben?" she asked.

"I guess he just hates to face the facts Gwen." Ben said. He pulled her into a hug and started to rub her back. "He just doesn't want what happened last time to happen again." He looked her in the eyes. "And I'm coming to think that it could happen to us." A few tears went down her face.

"How can you say that Ben?" she asked crying. She started to sob into his shoulder.

"History could repeat itself." Ben said. "All I can say is I hope it doesn't." Gwen nuzzled her head in his neck.

"How about we just leave?" Gwen asked. "Your place?"

"They'll be their talking about her not dieing." Ben said. "But I need to grab some stuff." She nodded. "Come on." He showed her through a back door and they stood behind the police station and in the dark alley. She climbed onto his back and he crawled up the wall. She got off his back when they got to the top and they looked out over the city. He pulled the mask and costume on. He put his arm around her chest and he shot a web latching onto a nearby building. He jumped off the building and swung off toward his apartment building. As they swung through the late night New York skyline Ben let go of the web for a second and did a flip.

"HOLY SHIT!" Gwen yelled. "What the hell?" He laughed a little and shot a web. She felt up in her hair. "Shit. It's gone."

"You mean this?" Ben asked. He held up her headband. She smiled at him and peeled his mask up a bit and kissed him. She put it back in her hair. He pulled his mask back down and shot another web. He dropped down the street by the docks and hopped behind a building. He took his suit off and walked back out.
"Why did you stop here?" she asked. She looked into his eyes and played with her hair twirling it around in circles with her finger.

"Felt like walking." Ben said. "It's how I was raised." They started to walk down the street. He bumped into a boy his age. Red hair, blue eyes, a little bit shorter then him.

"Hey watch-" he said. He turned and smiled. "Hey Ben."

"Hey Normy." Ben said. "What up?"

"Nothing much." Normy said. "Liz sent me out to get some stuff." Ben laughed a little and Normy's eyes turned to Gwen. "Hello. Who are you?" He raised his eyebrow.

"I'm Gwen." she replied. "And don't you even try to make a move."

"If you say so." Normy said. "See ya Ben."

"Talk to you later Normy." Ben said. He waved goodbye and they started to walk their separate ways.

''He's not that bad." Gwen said.

"I know." Ben said. "Except his grandfather is Norman Osborn, or now known as, the Green Goblin."

"What?" Gwen asked. "You mean that freak in the Halloween mask that tried to rape me?"

"Yeah him." Ben said. He stuck his arm out and her breasts rammed into them.

"What was that for?" she asked. A taxi came zooming around the corner and would've hit her if he hadn't stopped her. "Wow. That could've been me."

"Yeah it could've." Ben said. They walked across the street. Ten minutes later they were standing outside of the apartment building.

"Well this isn't the neighborhood Hilton." Gwen said.

"You don't say?" Ben asked. He walked into the building. "Hey Mr. Nunez."

"Shouldn't you be sleeping Benjamen?" Mr. Nunez asked.

"It's NYC." Ben said. "It calls me."

"I know what you mean." he replied. "I fell in love with the city when I visited here with my parents back when I was seven." He laughed and smiled. "Go Mets!''

"Go Mets." Ben said. He waved goodbye and walked up the stairs.

"You're a Mets fan?" Gwen asked. "I thought the Mets sucked."

"Not this year." Ben said. "They won the NL Wild Card but lost to the Astros in the seventh game of the NL Championship." He laughed. "Damn you Roger Clemens." He looked into her eyes. "So why do you like? The Yanks or the Mets?"

"Mets." Gwen laughed. "Although I love seeing the Yankees loose to the Red Sox at Fenway."

"Really?" Ben asked. "Never been to Fenway myself. I take it you have."

"Yeah." she said. "My uncle dragged us to the World Series last year. Big St. Louis fan. I got a good laugh when the got swept."

"I'm sure you did." Ben laughed. He opened the door to the apartment and Peter was staring at MJ shocked.

"How can you be pregnant?" he exclaimed.

"Oh god." Ben said.


A/N:Ok, so fun ending. And yes it is Mayday MJ is pregnant with, or so it seems.

Next chapter up soon. Also I go back to school tomorrow so updates will be lessfrequent due to the obvious overwhelming homework attacks.