The next morning, Peter stepped out of his room. Bags were under his eyes, and he was slumped over into a hunch. The symbiote taking him for a ride sure wasn't fun. He only got about 3 hours of sleep last night. He hobbled his was out of his room to change into his clothing, he kind of missed the symbiote for having the shape shifting clothes.

Finally he walked down the steps and into the kitchen. It was the weekend so Aunt May slept in, but what he saw shocked him. It was Gwen, but her clothes were different than normal. Her hairband wasn't there and she wore a black miniskirt with black lipstick and eyeliner. Also missing were the pair of glasses she normally wore. Peter looked at her while cocking his head in a confused manner. "What's…with the new look, Gwen?"

She looked up at him and said "Oh this? Well yesterday you implied that my old clothes were frumpy and just not good. So I decided to change my look for you." Peter smiled. "Well you didn't have to do that. Your old look was fine. I wasn't quite myself yesterday. I like the way you used to dress. It was modest and cute."

Gwen smiled and asked "Even the glasses, Pete?" Peter nodded and said in a loving tone "Of course. They emphasized your pretty blue eyes." Gwen blushed and said "Well…I'll just put my normal clothes back on, then…" She walked back up the steps and into her room to change.

…

Deep in the Oscorp building, Norman Osborn was putting on his Green Goblin gear and talking with Cindy Moon, the girl he kidnapped and brainwashed into forgetting everything of that night.

" …" Cindy began to ask "what did happen to my parents?" Norman looked into her cell and said "Why do you ask? You wanted to forget…which is why I made you forget." Her head went down and she said "Well…yes, but I want to remember again. Please." Norman smirked as he put on the Goblin mask. "Oh if you must know…you see Cindy. Your father worked for me. He was a good man, without whom I wouldn't have been able to give you your newfound powers. But sadly…he along with your mother died in a car crash. I flew by when it happened. I found you in the crash, uninjured. You were crying. I flew down and saved you from the burning wreck. I told you it was gonna be alright…and then you told me you wanted to forget it happened." He lied to the teenager. She even believed him as she frowned. "Where are you going, ?" He chuckled and said "I'm going to enact what will set you free again. Outside you'll be able to test your new powers and win over your hero, Spider-Man…"

Goblin got on his glider and flew out of a hatch in his secret lair. Cindy smiled and thought "Wonderful. I miss the outside. But…I have a feeling that …isn't being honest…even though he saved my life."

Back at the Parker House, Gwen stepped back down the steps in a lovely green coat and black top. Her jeans were loose on her legs, and she had her glasses and hairband back on. "What do you think?" she asked her boyfriend. He smiled and said "As lovely as ever."

"Shall we go for a walk?" she asked. Peter smiled and said "We shall." They stepped out the door, arms linked. As they walked the streets, they conversed with each other. Peter couldn't stop apologizing over yesterday, and Gwen couldn't stop saying it was okay. Peter also still walked rather slumped. He was off his game from being tired.

Then when they walked by an alleyway, a hand came out and shoved Peter into the street. He narrowly avoided falling into the busy streets by stopping himself with his toes. Gwen pulled him and asked "Are you alright, Peter?" Peter gave a grin as he said "As fine as can be, ." He looked back into the alley, but nobody was there.

Laughter filled the air and Parker's spider-sense went bonkers. He tried to shove Gwen out of harm's way, but instead she shoved him out of harm's way. The Goblin flew down on his glider and he snatched the girl, still laughing. She screamed and he flew out of there. Peter looked at the Goblin, and saw his direction and he was heading for the George Washington bridge. Peter crawled onto the roof and began to change into his Spider-Man outfit. A click was heard and there he saw Eddie Brock, taking a picture of him changing.

"E-Eddie…?" he said, his mouth agape. "That's right, bug." Eddie proclaimed. Peter protested him by saying "Give me those pictures!" Eddie smiled and said "Nope. You're out of luck." Peter sneered "I don't have time for thi—wait, how did you get up here!?" Eddie smiled and said "That's a special surprise, Spider-Man."

Peter put on his mask and web yanked the camera, breaking it. "I don't have time for this!" he yelled as he swung away. Eddie grinned. His voice grew deeper as the black ooze covered his skin. "Then we'll MAKE time…"

At the George Washington Bridge, the Goblin laughed as he held the poor Gwen Stacy captive. "Put me down you disgusting freak!" she demanded. His laughing just got louder as he hissed "NO!" She tried hitting him but he avoided her hit with ease. "Calm down" he said "you're just gonna be falling into the water is all!" She growled and grunted. She couldn't break out of the madman's purple gloved hands.

Spider-Man then arrived and demanded "Put her down, Goblin! This is between you and me!"

Goblin chortled and wiped his eyes with his free hand. "Oh no, dear boy, this is between you, me, and everyone you've ever loved. This is a war. A war I'm going to win. But if you so insist…" he then dropped her off the bridge.

To Peter, everything went into slow motion. He leaped to the side of the bridge and shot a web in her direction. "It's gonna get her, it's gonna get her!" he thought as the web was ready to get her.

By now, an entire crowd had gathered around the bridge, waiting to see if Spidey would save the poor young girl. They looked with shock and horror. You could hear them rooting for the wall-crawler.

The screams of Gwen Stacy could be heard around the entire bridge. She would be lucky to survive this incident. As the web came close to her stomach, Spidey thought "Yes! Yes! It's gonna be okay! I'm gonna save you Gwen! I'm…I'm gonna save you!" But before the web hit her, she fell into the water. The Goblin laughed and said "Looks like you should've gotten more sleep last night! You weren't quick enough on the draw, and now she's dead!"

The audience from below the bridge let out a collective gasp, and they edged to the fences around the sea. They looked, but Gwen was nowhere to be found.

Spider-Man let out "You're gonna pay, Goblin! You killed the woman I loved! The woman who was nearest and dearest to me! I will kill you for that! I will make sure of that!" Goblin then asked "Is that a challenge? Then come and find me, boy!" The Goblin then took off, still chortling.

Spidey was about ready to chase him, but again he was shoved without his spider-sense going off. When he looked up at the bridge, he saw a black figure waving him off and swinging away. Peter fell into the water, and looked for Gwen in a vain attempt to find her. "She's fine, she's fine…" he thought, in very much denial. "She's gotta be fine! Gwen you're gonna be okay." He found nothing.

He crawled out of the water, and hung his head. "Heroes are supposed to save the girl…I was supposed to save the girl. But I didn't. Now I have to get revenge." He clasped his hand into a fist and followed the direction of the Goblin.

His tiredness gave way for now. His rage was burning, and he was ready to kill the Goblin. He swung the fastest he had ever swung. He just wanted to avenge his loving girlfriend. "Sweet Gwendolyn..." he thought to himself "She was the light of my life. She put up with me. She was one of the best things to ever enter my life…and the Goblin took that all away! Then I'll take him away! She died because of me! And she'll be avenged because of me. I swear when I get my hands on Goblin, he is gonna pay!"

He finally caught up with the Goblin, who flew directly into an old warehouse. Spidey chased him inside and drop kicked him in the back of the head. Goblin fell off his glider and he turned back. "What?!" he gasped "You?! You followed me here? This puts a slight pin in the cogs of the plan…no matter. You'll be able to see your girlfriend again soon enough I assure you…IN HELL!"

Spidey shook his head and proclaimed "Afraid not, Goblin. That's where you're going when I'm done with you." Goblin laughed and said "Don't get ahead of yourself, boy. You're no match for me. But before you die, I want this to be the last face you see…" Goblin then took off his mask, revealing the face of Norman Osborn.

Peter stepped back and said " …?" Osborn then grasped his head and said "Yes! It's me!" Peter then asked "You killed Gwen?!" Osborn claimed "No! No! The Goblin killed Gwen! I-I have no control of what he does! Please Peter…help me…" Peter hesitated at first, but then reached out for Norman. Norm then grabbed his hand and pulled him in, delivering a haymaker to the face as he did. "You fool!" he chuckled. "There is no separation between me and the Goblin! I don't feel bad about what I did. What is the loss of another airheaded useless woman? They're all worthless anyway! Just as the vast majority of this planet is!" He then held his hand out to Peter. "But we're special, Peter. This was a test. Join me. We can teach these fools what power really means."

Peter glared at the purple gloved and kicked it. "I'm never gonna be with you or on your side. I once respected you, . But you've gone mad."

Osborn grimaced and said "Then I shall have to kill you, then. I gave you your chance…but you spat in my face." Peter clenched his teeth and said "You spat in my face when you killed my girlfriend."

Norman then said "Show me what you can do, then." as he put back on the Goblin mask.