Warning: This fic contains spoilers relating to the movie The Amazing Spiderman 2, so if you haven't watched it yet, consider yourself warned to desist until you have.

All in all, this fucked up day was trying its utmost to oust his parent's disappearance as the worst day of his life, Peter Parker thought as he threw himself at his former best friend turned maniac for the fourth time in their little encounter. First there had been the fight with Electro, who seemed to think that just because Peter hadn't been able to remember every single person he had saved straight away, Spiderman needed to die. Who thinks like that?

Then after defeating him with the help of Gwen, who was obviously picking up his hero complex when she slammed a police car of all things into the ridiculously powerful being made of electricity, Harry Osbourne turns up on a freaking hoverboard and kidnaps Gwen to get back at him for not giving him his blood that MIGHT have saved his life or simply killed him outright. The ensuing conflict inside the clocktower was made extra difficult by the fact that he was having to protect Gwen at the same time as fight Harry, whose armour seemed to give him durability and strength that might even surpass Peter's own spider like powers.

Grappling with Harry after latching onto him from behind, Peter really didn't appreciate it when he was slammed backwards into the wall of the bell tower, though he used the fact that Harry seemed momentarily disoriented to jump past him and swing round on one of the threads that he had placed earlier, increasing his momentum into a drop kick that knocked Harry off his hoverboard. His sense of triumph was dashed as the hoverboard careened downwards, smashing through the intricate array of cogs below that Gwen had been traversing.

Even as she began to fall screaming, Peter fired one of his web shooters with pinpoint accuracy to catch her by the arm, it looked like he might have jarred it by her pained cry but better that than the 10 storey drop. Pulling her up as quickly as he could, Peter was cut off by Harry's return to the fight, the Green Goblin taking advantage of his distraction to pin him to the cog they were standing on and brandishing a knife that he obviously intended to use. Even as Harry leaned back Peter was very aware of the fact that the thread he was currently supporting Gwen on was now at risk of being caught between the cogs as the clock continued to tick despite the damage the pair had already caused to its mechanism.

The chances of him fighting Harry off and managing to extract Gwen at the same time in the precious seconds that remained was very unlikely, Peter's thoughts running at a mile a minute as he tried to conceive a way out of this terrible situation. It came to him as he dodged Harry's first strike with the knife and the crazed man leaned back to strike again, shifting his centre of gravity just high enough. To push an opponent off you when they were directly resisting was very difficult, especially if they were as strong if not stronger than you, which is why Peter instead shifted his body weight into a roll.

With the shift of intent catching Harry by surprise the Green Goblin's strength was being used in the wrong direction, his centre of gravity allowing for that crucial motion that caused the pair of them to careen off the edge of the cog, Peter focussing on his right hand and ensuring that he managed to loop the web around the cog tooth in order to act as a pulley even as he fell. His distraction cost him as he didn't notice Harry's next knife strike, burying the blade deep in his left shoulder even as the madman's mind finally caught up with the fact they were falling downwards.

The pain brought Peter's senses to a clarity he hadn't encountered before, his left hand retaining just enough movement to reach out and grab Gwen as she past, the resulting force of being pulled in two separate directions making him scream in pain as they jolted to a stop, part way down the belltower. The jerking motion, combined with his addled senses, jolted Harry to lose his grip with his free arm on Peter, his other hand grasping the knife as his weight tore the blade from Peter's body, opening the deep wound even further. Time seemed to stop for a moment as Peter struggled to keep a grip on Gwen who was now covered in his blood from the wound as his gaze met Harry's.

The man he once called best friend still had that manic gleam on his face, but within Harry's eyes Peter could still make out a small spark of his old friend, asking, begging for him to save him just once more... But there was nothing Peter could do, his left arm was now completely useless and his right was the only thing keeping him and Gwen from falling as well, so with agonising slowness he saw his friend fall backwards, striking the far wall about halfway down with nary a cry. Suddenly there was a shifting motion above them and Peter was forced to think about themselves instead, a quick glance showing they had mere seconds before the cog moved again and the web would snap.

"Gwen, my left hand, the wall!" Thankfully his words seemed to jar Gwen from her shock and her beautiful brain seemed to understand what he wanted as she wrapped her legs around his waist and grasped his left arm with her right and pointed it at the wall, moving her hand down his arm as fast as she could to where his hand was without letting go. Just when she was about to reach it the cog moved again and then they were falling downwards. Peter brought his right arm down and fired a web off to the other wall even as Gwen managed to activate the other webshooter, the two webs bringing them to a quick stop. They were frozen for a moment before Gwen hugged herself to him, causing him to hiss in pain once more.

"Sorry, Peter that was incredible..." Even as tears of relief started to fall from her face, Peter couldn't help but wonder if she was right. Looking down at the motionless body of Harry Osbourne below them, Peter wondered whether the blood that was on his hands now due to his actions could truly be considered good in any way shape or form...

A/N: So there it is, my 'how it should have ended' version of The Amazing Spiderman 2. From the first movie I knew Gwen Stacy was going to die sooner or later given comic canon, but I must admit Emma Stone made her that much more of a wonderful character than Mary Jane had been in the original movie series, so I couldn't let her die even if her death is one of the main drivers behind Spiderman's continued fight for justice.

Not that it matters as this is merely a fanfic, but I have left it open so that instead of Gwen's death it is Harry's that Peter will have on his conscience (assuming that Harry is actually dead and that the impact part way down as well as his armour don't prevent that), which opens up an entirely different realm of story arcs to be followed...

Let me know what you think guys, I hope there are other Gwen Stacy fans out there that didn't want it to end this way like me!