Hello everyone!

So, I was a big fan of The Amazing Spider-Man 2, but because I think about things way too much, I thought of a few changes that could have been made to the movie that would have made it very different.

Better? Maybe, I'll leave that up to you.

So I decided to do a little writing practice along with exploring a different way that the story could have been told. Some of the scenes will be verbatim, but because of things that I change, most of them will be altered, slightly or extremely. And because this is writing practice, I'm going to write it like a book, not a screenplay.

Some elements of the movie will be there, but most will be added, removed, expanded or deleted.

Hopefully you enjoy, let's get started!

Peter Parker was falling. But it wasn't as if he couldn't control it. When most people fell from hundreds of feet in the air, their falls ended a little differently than his.

Most people couldn't do what he could do.

When he was Spider-Man, he felt like he could do anything, and like every other time he'd done it, all the times he had practiced, he fired a web from his wrist as close as he could to the ground, swinging back upwards with his feet barely skimming the pavement. His improved web-shooters worked even better than his first versions, and all the practice he'd had had certainly helped him in moving around the city. As he flew through the air, he could feel his suit rippling against his skin. He did this again and again, past building after building, dodging traffic, water towers, and even the occasional bird. And no matter how many times he did it, flying by the same buildings, the same landmarks, and the same architecture, day after day, it never got boring. As he swung around another apartment building, he found himself flying right towards the Oscorp Tower, its pointed structure standing out from the buildings around it, and seeming to stab upwards into the sky.

"What have you got for me today, New York?" He asked himself, out loud and fairly certain that no one else could hear him.

A news helicopter flew past him, and Spider-Man could hear the reporter's voice blaring from the speaker on the underside of it. "Reporting live from New York One chopper, an Oscorp truck carrying plutonium has been hijacked. A police chase is in progress..."

Peter started diving back towards the street and couldn't hear any more, but now he knew enough that he could probably find what he was looking for. "All right, let's get to work." He said to himself, firing a web and pulling himself up and away, narrowly missing a taxi.

Across town, a run-down looking blue tow truck pulling along the stolen chrome truck was smashing through cars, parked and still in motion. Behind the wheel, a bald, tattooed Russian man named Aleksei Systevich yelled to the people around the speeding truck. "GET THE HELL OUT OF THE WAY!" He motioned with his hand, as if that would help get his message across.

On top of the truck, the two members of his gang helping him ran across the back, hopping on top of the Oscorp truck. They started laying a circle of explosives along the top of the truck, just as two of the dozens of police cars in pursuit of them came up beside the tow truck. Aleksei snarled and turned the wheel sharply, driving the tow truck up over one half of the car on the right of him, smashing it and sending it driving off to the side. The car on the left side was rammed by the tow truck as it turned back, and also careened away.

Spider-Man swung as fast as he could towards the sounds of the sirens, making a sharp turn and flying up what felt like the highest he'd ever gotten, spinning in mid-air before starting to fall. He spread out his limbs, firing two webs between two skyscrapers and swinging down past the ground. He heard a man's voice call out "Spider-Man!"

He smiled inside his mask, yelling "Hello, pedestrians!" as he flew past a large group of people, hearing their exclamations as he shot another web, finally catching up to the car chase. He turned his direction onto the road, following overhead of the police cars, and slowly moving ahead of them.

On top of the Oscorp truck, Aleksei's men blew the charges, cutting a large circle in the roof. They both jumped inside, getting ready to grab the plutonium.

Spider-Man flipped in the air, landing on the back of the tow truck and crawling up to the driver's side window. He knocked a few times on the window, popping his head up into view. "Excuse me? Mr. Criminal, please open up." He said, motioning for Aleksei to roll down his window. The mobster pressed a button, the window rolled down.

"Hey, my name is Spider-Man." Spider-Man said, holding out his hand as if he expected Aleksei to shake it. "Look, I'm running a bit late for something, so if you could just pull over, get out of the truck, and maybe-"

Aleksei cut him off by grabbing the sub-machine gun in the passenger seat, firing a few shots out of the window. Spider-Man let out a noise of surprise and ducked back quickly, letting the bullets fly past him and break a café window they were speeding past. Spider-Man leaned back in the window, seeing Aleksei fumbling with his the rifle, unable to get it to fire.

"You having a problem with your gun?" Spider-Man asked. "Let me help you with that."

He grabbed the truck's steering wheel, turning them away from a collision with the end of the road. As they approached a busy four-way intersection, Aleksei showed no sign of slowing down.

Spider-Man realized that he had no way of stopping him, or any of the other cars driving in all directions quickly enough. "This is bad." He said. "I'm going to be right back!" He jumped off the front of the truck, leaping towards the intersection.

Aleksei screamed in anger as the truck smashed through the intersection, its speed and weight sending cars flying off to the side. People on the sidewalk screamed as Spider-Man jumped toward a skinny, balding man who was standing in the middle of the road, tackling him to the ground. As soon as they hit the pavement, a taxi flew overhead, grazing over Spider-Man's head and sending sparks into the air as it screeched behind them. Spider-Man looked at its path quickly, making sure that it wasn't going to hit anyone else, and sighed in relief when it slid to a stop.

He helped the man to his feet. "There you go." He said re-assuredly. "You okay? You all right?"

The man looked at him in surprise. "You're Spider-Man." He said, fixing his glasses.

Spider-Man shrugged. "Yeah, I know, costume gives it away, right?" He replied, firing a web and pulling the dropped briefcase off the side of the road, handing it to him. "Here, you'll probably need this, Mike."

"Mike?" The man asked, confused. "How did you know my name?"

"It's written on your badge." Spider-Man replied, looking at the badge's company logo and the picture next to it.

"Well, uh...thanks for saving me, I guess." Mike said, pulling his coat back up onto his shoulders.

"Anytime. Lick that." Spider-Man said, holding up his hand. Mike licked it, and Spider-Man fixed Mike's disheveled hair. "Look, I'd love to stay and chat, but I'm kind of in the middle of something right now." He added, nodding his head towards the direction of the speeding vehicles.

"I understand." Mike said, laughing a little. "Go get 'em, man."

"That's what I do." Spider-Man shot a web, pulling himself into the air and back after the speeding truck. "MAYBE I'LL SEE YOU OUT THERE!" He yelled at Mike as he flew into the air, firing another web and swinging off.

Mike watched him fly off, stepping out of the road and smiling at the sky, before turning around and heading towards Oscorp Tower.

In the back of the Oscorp truck, Aleksei's men opened the protective barrier of the transport case, slowly easing the tray of heavy plutonium vials out of it. A robotic female voice droned when the tray stated moving. "Warning, Plutonium 2-3-8 is a radioactive material, and is highly explosive." The mobsters ignored the recording, opening the case they had brought with them to transport the chemicals. When one of them took the first vial out of the tray, the voice said a different message. "Warning: violation of protocol." Again the mobsters ignored it, slowly easing the vial into their case, and preparing to do the same with the rest.

When Spider-Man caught up with the chase again, swinging overhead, Aleksei slammed on the tow truck's brakes, bringing the two vehicles to a screeching stop. The sudden stop caused the two mobsters in the back of the Oscorp truck to fall back, dropping their plutonium case and hitting the truck's back doors. The plutonium tray slid out of the containment unit, dangling with the vials on an angle. The police cars, not anticipating Alexei's sudden stop, hit the back of the Oscorp truck, and started driving into each other, piling up or flipping on their sides, all having to stop unexpectedly. Aleksei's men recovered quickly, opening the back doors and firing at the pile of cars with assault rifles. A few police officers managed to get out of their cars and fire at the mobsters, but no one was hit. Before any pedestrians or officers were shot, two webs shot down from the sky, pulling away the mobster's rifles. Before they could react, two more webs grabbed both of the men, pulling them into the sky before dropping them, their hands and feet bound in the sticky material. The police quickly surrounded them, and they stopped trying to wriggle free.

Aleksei snarled, starting to drive the tow truck again, talking a sharp turn into an alley. Spider-Man swung into the back of the Oscorp truck between the doors that were now swinging around freely. As he landed, the plutonium vials started falling out of the tray and bouncing around towards the doors. He started rapidly firing quick bursts of webbing, trying to sticking each vial to the chrome surfaces of the interior. While he started to do this, a few police cars managed to get into the alley, following them closely.

Aleksei kept speeding along, smashing through garbage cans, pylons, and even a few people wandering through the alley, who weren't fast enough to get away from the debris pile flying towards them. As he drove, the Oscorp truck hit the walls quite a few times as it rolled on, making it difficult for Spider-Man to stop all of the vials from rolling out. Spider-Man breathed a sigh of relief and stopped firing webs, believing he'd caught all of the vials. But then a piece of garbage went under other one of the wheels, causing the truck to bounce, and one more vial that had been lying on the floor of the truck rolled out through the doors.

"Oh, come on!" Spider-Man sighed, jumping out of the truck and onto the hood of a police car in pursuit. The vial bounced off of the hood, narrowly missed by Spider-Man's grab, and out of the alley. It bounced against a fire hydrant, and onto a road in front of some oncoming police vehicles who had resumed the chase. Spider-Man swung towards it on a web, plucking it up while it was still rolling, and landed on the pavement. He had about a second before his spider-sense warned him of something, and he turned around, managing to let out a small scream before an ambulance smashed into him.

He groaned, shifting up slightly so that his feet were sticking against the front bumper while the pain in his back gradually faded away. The ambulance kept driving along at the same speed, and of course, that was when his phone started to ring. He held the plutonium under his chin, digging in the back of his costume to retrieve the phone. When he looked at the screen, the caller I.D. showed the picture of him and his girlfriend kissing, and read "Gwen".

He answered the call. "Hey, I'm sorry, I'm running a bit late, I got stuck in…some traffic." He said, trying to keep his voice even.

"Your timing is terrible, it started already." Gwen replied, talking quietly so that she wouldn't be heard by too many of the rows and rows of people around her, all wearing the same graduation uniform.

"I know, I'm sorry."

"Where are you?"

Spider-Man looked at the street signs as he sped past them. "First and Broadway, Second and Broadway, Third and Broadway…five minutes, ten tops."

"Are those sirens?" Gwen asked, hearing the background noise.

There was a brief silence.

"No." Spider-Man replied.

"Peter." Gwen said suspiciously.

"No."

"Peter."

"No sirens."

"Peter, what's going on?" Gwen hissed.

"I'll be right there, I promise." Spider-Man hung up the phone, sticking it back down in his costume.

Gwen tried to protest, but was unable to before he hung up. She sighed and put away her phone, just as the principal said "And now I'd like to introduce an extraordinary young woman, this year's valedictorian, please welcome Gwen Stacy."

The crowd assembled outside the school all began to cheer, her mother, brothers and the people around her clapping the loudest. She smiled and walked up to the stage, shaking hands with the principal before he walked to the back of the stage to sit in his seat. The clapping died down when Gwen reached the podium.

"Good morning, esteemed faculty, and families of my fellow graduates." Gwen said into the microphone, beginning her speech. "It's an honor to be standing up here today."

Back across town, Spider-Man had removed himself from the ambulance and was swinging back towards the tow truck, the plutonium vial still in his hand. He made a low swing over the police cars, letting go of the web and pushing himself to the very front of the chase, landing on the hood of the tow truck.

"Hello." Spider-Man said to Aleksei, who made a small noise of surprise. "I told you, I'm running a bit late!" He yelled, tapping his wrist. He was interrupted when Aleksei started shooting windshield washer fluid up at him. "Seriously?" Spider-Man asked, breaking the nozzle off. Then he started punching the windshield, cracking it with two blows.

His spider-sense went off again, and he turned around to see a public bus, driving right into the path of the truck. Alexei saw it too, slamming on the brakes, but he couldn't stop the truck fast enough. Spider-Man jumped off of the truck when it smashed into the bus, firing a web strand that attached the plutonium vial to a nearby street light. He saw that the bus was starting to roll over onto its side while it slid back, towards an older Chinese man walking with his very young daughter. The man ducked down, instinctively trying to shield the child, but Spider-Man got between them and the bus, putting his back against the rolling vehicle and pushing as hard as he could. His feet dug into the pavement, digging up bricks as he was pushed towards the two pedestrians. But Spider-Man was stronger, and the bus rolled back right-side up, stopping about a foot away from the man and his daughter.

The people in the bus all started cheering and clapping, and Spider-Man held up a thumbs-up to ask if everyone was okay, while no-one made a complaint. He patted the Chinese man on the shoulder, who was thanking him in rapid Mandarin. Spider-Man nodded, before his spider-sense warned him of something else, and he fired a web into the air, swinging up after Alexei.

The Russian mobster had grabbed his now un-jammed gun, pulled the plutonium vial from the web, and was running away from the crashed vehicles. When Spider-Man started swinging towards him, he let out a yell of defiance, firing the gun in a wide spray into the air. Spider-Man let go of the web and started spinning through the air, sensing where the bullets were going to go and dodging every single one. He landed in right front of Alexei, grabbing the Russian's gun and the vial out of his hands.

"That's not yours." He chastised, throwing the vial into the air. Aleksei grabbed for it and missed, and Spider-Man used the Russian's momentum to nonchalantly fire a line of webbing that attached to Alexei's arm and to a building on the side of the road, crossing his arm in front of his chest. Aleksei threw a punch with his other arm, and Spider-Man fired another web, leaving the mobster with his arms crossed and struggling to move. Spider-Man started whistling a tune he'd heard somewhere, throwing the gun up in the air and firing two webs that pulled down Aleksei's pants, exposing his white boxers that were covered in several small pictures of rhinoceroses. The vial came back down and Spider-Man caught it on his foot, kicking it up and catching it. He then turned around and started walking away, still whistling.

Alexei growled and tried to break free of the webs, unable to move. "THIS IS NOT THE END, SPIDER-MAN!" he yelled after him.

Spider-Man replied by holding out the vial and waving it, just as Aleksei's gun came falling from the sky and landed on the Russian's head, knocking him unconscious.

Back at the graduation ceremony, each of the students were getting up one by one as their names were called, receiving their diplomas to various levels of applause. May Parker watched the line move, unable to spot her nephew.

Spider-Man swung in behind a memorabilia stand, emerging from it in his graduation robes and cap, but forgetting to remove his mask. He groaned, shouldering the backpack he had hidden there, and pulled off the cap as he ran towards the back of the outdoor stage. The principal was halfway through calling Peter's name a second time when he jumped up onto the stage from behind them, smiling. The principal just gave him a look. He shook hands with the teacher giving out the diplomas, and then shook hands with Gwen.

"Sorry I'm late." He said, pulling her into a kiss, which made the crowd cheer even louder. Aunt May raised her eyebrows. Peter cleared his throat, standing straight again and shaking hands with the principal, who just shook his head.

When the ceremony itself was finished, and the graduates and their families were talking outside the campus, Peter ran towards May, who was brandishing her camera. He dodged the picture, pulling her into a hug.

"For God's sakes, I almost stole a cap and gown and run up there myself." May laughed, hugging him back.

"I would have loved to have seen that." Peter replied. "That would have been pretty awesome." He held up his diploma to shield his face when she tried to take another picture. "Here, this is for you. You earned it."

"Oh, I am so proud of you!" May exclaimed, taking the diploma and getting a better look at it. "Sweetheart, I am so proud of you." She smiled up at him. "Now, I know the first thing that Uncle Ben would say."

Peter pulled off the cap and gown, leaving him in just a t-shirt and some shorts. "Yeah, I know too." He said, giving her a smile. "Party's over, now go get a job."

"Okay then, the second thing he would say." May joked back. "He would say "don't just follow the path, make your own trail"."

"Ralph Waldo Emerson." Peter finished.

"No." May replied, frowning.

"What do you mean, no?"

"Ben told me he made it up!"

Peter let out a big laugh. That sounded just like Uncle Ben.

"Well, you really did learn something here." May smiled as Peter put his arm around her shoulders. "I wish…your uncle could have been here." May said, looking at the ground.

Peter sighed. "Yeah, me too." He nodded a few times. "And my parents." He added.

May's smile faltered a bit. "Yeah." She said, looking at the ground. "Yeah."

Peter watched her face react, but he didn't say anything. He looked over and smiled when he saw Gwen talking and laughing with her mom and brothers. Gwen noticed him, smiling back.

May looked between the two of them. "All right, you can go." She told Peter.

Gwen walked over to them, smiling when May immediately tried to get them together for a picture. They both smiled for her, Gwen doing it with a bit more enthusiasm. When May was happy with her picture, they walked away from her slowly, Peter promising to find May soon.

"Hey." Gwen said quietly, pulling out her phone. "Did your traffic jam have anything to do with the Russian mob?" She asked, holding up the screen to show him the Daily Bugle news app, which was displaying a page that had the headline "OSCORP HIJACKERS WEBBED". "And machine guns, by any chance?" She continued, while Peter pushed her hand down. "Why didn't you just tell me?"

"Because you were just about to do your speech." Peter tried to reason. "I didn't want to worry you or anything."

"Gwen, honey!" Gwen's mother called to her, pointing among her siblings. "Family photo!"

"Okay!" Gwen called back, tuning back to Peter. "You still coming to dinner?"

"You can't keep me away." Peter smiled at her.

"Okay. It's at 8 o'clock, don't be late!" She added, pointing a warning finger.

"I won't be." Peter replied, taking her finger in his hand and letting the rest of her fingers intertwine with his. He cupped her cheek, pulling her into a long kiss.

"And I'm going to do my speech for you." Gwen said, pulling away briefly, before kissing him quickly again.

"All night?" Peter laughed. "I want to hear it all night."

Gwen laughed too. "I'm going to do my speech for you, over and over again, all night long." She promised, brushing some hair out of her face. "It was a pretty awesome speech." She said, starting to walk back to her family.

"Peter!" Gwen's mother called over again. "Join us?"

Peter smiled at her, but shook his head. "I've got to find my aunt. But I'll see you all later. At dinner!" He laughed, trying to cover up his awkward answer. "Thank you."

Gwen ran back over, embracing her mother. Peter watched them, his smile slowly fading as people milled about around him. While he watched the Stacy family happily congratulate Gwen, all he could think about was the member who couldn't be there, and his last words.

"You're going to make enemies. People will get hurt. So I want you to promise me something, okay?"

Captain Stacy's words played in Peter's mind for what seemed like the thousandth time. He could still see him there, on the Oscorp Tower rooftop, losing his breath.

"Leave Gwen out of it. Promise me that."

Peter watched as one of Gwen's friends took a picture of her and her family, and then he looked at the ground, deep in thought. He looked at them again, seeing that Gwen was smiling at him. He smiled back, shouldering his backpack and turning around, walking back into the crowd to find Aunt May.

At 8 o'clock exactly, Peter arrived outside of the crowded Chinese restaurant, looking through the window to see Gwen laughing and talking with her family, along with a few of their friends that had been invited, leaving one empty seat at their table. His face fell when Gwen turned, still mid-laugh, to the window, seeing him. Peter lowered his head, walking out of the window's view. Gwen excused herself from the table, pulling on her coat and walking outside to see him.

Peter was pacing back and forth in the middle of the road, a row of lanterns hanging over his head. He was looking at all of the different restaurants and stores around him, trying anything to keep his face straight.

"Peter?" She asked, walking over to him. When she saw his face, she asked "What is it?"

"Hey." He said, with a small smile, before lowering his head again.

"What's wrong?" Gwen repeated. "Are you all right?"

"I just…I don't know what I'm doing here." Peter answered, swallowing.

Gwen paused, trying to read his face. "It's my father, isn't it?" She asked.

Peter let out a deep breath. "Yeah, it is. Every time I'm with you, I keep seeing him, and hearing him up on that roof. And I don't know what to do, I just…I can't get him out of my head."

"Yeah, but we've we talked about this." She replied, not looking away from his face. "It's not his choice."

"I know." Peter said. "But I promised him that I would stay away from you. And now, I'm eating dinner with your family, again! How can I keep doing this, what does this even mean?"

"I don't know, what does it mean?" Gwen asked, crossing her arms.

"It means that I feel guilty for being happy." Peter replied, sucking in a breath and walking away from where they were standing, facing the restaurant's wall. "That I just...don't know what to do."

"I thought it meant that you loved me." Gwen replied coldly.

"I do love you." He replied, nodding.

"Then why isn't that enough?" She asked, walking towards him.

"Because I couldn't save him." Peter said, a little more loudly. "So what if something happens to you, because of me, just like with him? What if I can't save you?"

"Peter, that won't happ-"

"No, wait!" He interrupted, tears forming in his eyes. "I can't let that happen."

Gwen sighed, taking one of his hands in hers. "Listen to me. You're Spider-Man, and that is great. But I love Peter Parker more, way, way more, and that's worth it for me."

"I just want you to be safe." Peter whispered.

"You can't stop me from being in danger all the time." Gwen replied. "And you can't make my choices for me."

"I can't lose you too." Peter said, lowering his head.

"So we can't be together because you don't want to lose me?" She asked, squeezing his hand. "Who does that work out for, Peter?"

Peter stood in silence for a few moments, just looking into her eyes. "You're right." He took in another deep breath, exhaling loudly and shaking his head. "Of course, you're right. I'm sorry, I'm an idiot." He said, wiping his eyes. "I just don't know what I'd do if-"

"No you're not. But you did finish second in our class." She cut him off, leaning in and kissing him, pushing them both back against the wall.

"Oh, we're going to rub that in, are we?" He said against her lips when they eventually broke apart.

"Yes, we are." Gwen whispered back, in a completely serious tone. "And this is the last time we're going to talk about this, okay? It's done."

"It's done." He held up his hands, as if he were surrendering. "I promise."

"I mean it. I don't want there to be any doubts."

"There are no doubts. There are none." Peter replied, adopting her same serious tone of voice.

Gwen smiled at him, leaning in to kiss him again. "Now, let's go have dinner, and then you're going to hear my speech."

"All night long?" Peter asked, raising an eyebrow and smiling back.

"All night long." Gwen replied, taking his hand again and pulling him into the restaurant.

Peter smiled, and let himself enjoy the rest of the evening. He got more and more into it as the night went on, eating, laughing, and forgetting what had almost stopped him from being there.

And Gwen made good on her promise, telling him her speech over and over again, all night long.

So there you have it, the beginning of my version of the story. I made a lot of changes off the bat, some small, some large, some insignificant but makes it flow better, others that change the story completely. Hopefully you all enjoy not only where the story may go, but my style of writing it.