A/N: Ok, so I'm back on trail for this story. Just to make a quick note, this saga is not my first next generation Marvel superheroes fanfic. I have started writing another one before this. For those who guess the right story will get a cyber taco. A delicious spicy cyber taco, or maybe a cyber pie. I don't know. It's a contest for cyber food, so go nuts.


Ben's eyes opened slowly. He lay next to Gwen. She was slowly breathing. He smiled slightly and kissed her on the forehead. He got out of the bed and looked out at the street. At least two feet of snow covered the ground. He shook his head and heard Maydays voice calling for someone. He pulled on a pair of jeans and a Led Zeppelin t-shirt. He walked out of the bedroom not remembering what had happened after hanging upside down on the light poll. He entered her room and looked at her. "Yeah?" he asked.

"It's Christmas!" she exclaimed. It hit Ben. He had forgotten it was Christmas.

"Well come on." he said. "Let's get everyone up." Mayday nodded her head and ran off towards MJ laying on top of Peter on the couch. Ben walked back into his room and lay back down next to Gwen. She stirred lightly in her sleep and smiled in her sleep. He ran his fingers gently through her long dirty blond hair. Her eyes opened slowly. She groaned at the light that filtered through the window. "Hey there." He smiled at Gwen.

"Hey." she replied in a sleepy tone of voice. She yawned and sat up in the bed. "So what happened last night?"

"No idea." he said. "Can't remember anything after that blow to the head."

"What blow to the head?" she yawned.

"The blow I took when i hit the road yesterday going after Electro." he replied. "How did you get in here?" He looked into her dark emerald green eyes. "I thought I locked it."

"It was open when I came in." she said. "I found the suit on the floor."

"Where is it now?" he asked. His eyes darted around the room looking for the red and blue suit.

"Under the bed." she replied. She pointed to the floor. She got up and looked out the window. "Damn. That's a lot of snow." She was wearing a lavender nightgown and the black headband.

"You're telling me." he replied. "Come on. Maydays got Peter and MJ trapped in the living room near the tree. Gwen laughed.

"Your dad is the original Spider-Man and he can't even escape a three year olds power?" she laughed.

"Well he hasn't been using those powers for quite some time." he said. She nodded slightly. She slipped on a pair of slippers and the two walked slowly into the living room where the other three were seated. Gwen sat down on the empty couch and crossed one leg on top of the other. Ben sat down next to her and she ran her hand up and down his upper leg. She smiled at him and he smiled back.

Hours Later

Mayday ran in the snow through Central Park while Peter and MJ sat on a nearby bench watching her. Ben and Gwen walked slowly through the park and talked. "You know you can't win every battle Ben." she said.

"Yeah I know," he replied. "But Electro got away. Electro. He's not that great of a villain."

"Well he's got some hell of a power." she muttered. She shook her head and looked at him. "Why is this such a big deal Ben? Why?"

"I told myself that I'd never let a villain stay on the streets." he replied. "Well he's still out there and killing innocent people."

"I took you months to get rid of the Goblin." she replied.

"Well he's a different story." he replied. "He's a psychotic madman."

"You mean was a psychotic madman." she corrected him.

"Right." he replied. "Was." He shook his head. "I still can't believe I killed him."

"Well he did take some hell of a fall." she replied. "They said he died of a broken neck." She sighed and looked into Ben's eyes. "Wanna go back to your dorm and just have fun?"

"Sure." he replied. They started walking back to the ESU campus. An hour later Ben unlocked the door of his dorm and opened it. The two stepped in and took off their jackets and shoes. Gwen lay down on the bed and patted the spot right next to her signaling she wanted him to lay down right there. He smirked and lay down next to her. They lay there looking into each others eyes for a few minutes then the two started to kiss. For minutes the two's lips were locked as they breathed through their noses. The kiss turned into a pile of clothes on the floor.

One Year Later

Many things had changed over the past year. Electro was hiding underground and hadn't shown his face since last Christmas Eve. Yet again it was Christmas Eve and Led Zeppelin played in the dorm of Ben Parker. Gwen Stacy II pulled her shirt back on over her bra. She kissed Ben on the cheek. He smiled at her as he zipped the fly to his jeans. He handed her jacket to her and she zipped it up. Ben put his coat on and zipped it up. They walked down the stairs of the dorm building and they walked out into the afternoon. It was slightly snowing outside. She smiled at him again. Fifteen minutes later they walked up the stairs to the apartment of the Parkers. Ben knocked on the door and MJ opened it. She smiled slightly.

"What took you two so long?" she asked.

"Just the snow." Ben replied. Gwen giggled.

"Sure it was." Peter called from inside the apartment. The two stepped into the apartment and Mayday wrapped her arms around Ben's leg.

"Yes it's good to see you too Mayday." Ben laughed. She let go and walked back to the Christmas tree trying to look up it.

"Well it looks like you two are having a good time." MJ said.

"Well sorta." Ben said. He looked back into Gwen's dark emerald green eyes and sighed. He put a hand in his pocket and felt a small thing. He pulled his hand back out the thing still in his pocket. He sat down on the couch and Gwen sat on his lap. She kissed him slightly and he smiled.

At midnight the two lay in bed looking at each other. Gwen got up to get a drink of water. Her dirty blond hair brushed up against Ben's face. Ben got up and pulled the thing out of his pocket. He sighed and thought it over again. He had to. Gwen walked back into the room and lay back down next to Ben. He ran his fingers through her hair. In her ear Ben whispered, "Gwen Stacy, will you marry me?" There was no response. She was asleep. He shook his head.

Ben's eyes blinked open. He heard Maydays voice again. Gwen still slept her chest moving up and down with every breath taken in and exhale. The sun shone in his eyes again. He walked down to Maydays room and she went running into Peter and MJ's room. Ben had to open the door since she could not reach the doorknob yet. Ben walked back to his old bedroom and lay back down next to Gwen. He smiled and kissed her on the cheek. Her eye opened slightly. "Just like last year." she yawned.

"Just like it." he replied. He half grimaced and half smiled. She got up and looked out the window.

"Just more snow." she laughed half heartedly.

"Just about a foot more." he replied.

"Ok?" she asked She got up barefooted and kissed Ben. The two walked into the living room. Ben sat down on the couch, and Gwen sat on his right leg. She put her head up against his chest. A few hours later they were still sitting on the couch watching an age old Christmas classic, The Nightmare Before Christmas. "I love this movie."

"Who doesn't?" he replied. "Jack kicks ass."

"He kicks Halloween ass." she added. Ben smiled at her.

"Completely." he added. "If only he was the real man in red and white."

"You mean Claus?" she asked.

"No Gwen. Bill Murray." he said sarcastically. "Of course Claus." He kissed her on the lips.

"I love you Ben." she said. He looked into her dark emerald green eyes.

"I love you too." he whispered into her ear. "Gwen Stacy, will you marry me?" Gwen's face was filled with awe and shock.

"I-I-I-" she stammered.

One Month Later

Peter, MJ, Gwen, and Ben all sat at a table in the apartment looking through different things. Gwen and MJ looked through a magazine titled Modern Day Bride while Peter tried to convince Ben to start looking for a suit to wear and a getting a DJ to play at the wedding reception. Ben shook his head. "We have plenty of time to get a suit Dad." Ben said. "A DJ isn't a good idea. Get a band to play. They don't have to be big. Just a simple request band. That's a lot easier then a guy with a turntable and millions of Cd's." Peter shook his head.

"I should just get a friend to do it." he muttered. He shook his head and walked towards the door. He stopped and looked back at Ben. "You wouldn't mind picking Mayday up would you Ben?"

"Huh?" he asked. He looked up from the piece of paper he was reading. "Uh, I guess." He got up from the table and took his coat off of the coat hook he had set it on. Everything had been too perfect lately. He walked out of the apartment, and down the stairs. He walked out of the building to the cold streets of New York. Half an hour later Ben returned with Mayday walking right beside him into the apartment. There was a high pitched scream. Ben's eyes darted to the window.

And it was all quiet and peaceful, he thought. He looked around and remembered the suit was in his dorm. I don't have time for that. Have to go with what I've got with me. He pulled the mask out of one of his coat pockets and casually strolled into his old room where he pulled out an old hooded sweatshirt with a spider emblem on it.


A/N: Well next chapter reveals the villain for this story. Bound to be good... hopefully. Also... Go crazy guessing who the villan is gonna be. I want to see who is good at guessing, or just has a lot of luck.