This story will between mark "M" for lemons, drama, adventure, love, tragedy, and horror. This is will be a harem pairing. This story will don't know how much chapters or something, but some may like it or not, but give it a chance.

Oh, Spidey is 21 years old, Dawn is 18. This story will probably be good or something, but it like a movie and Pokèmon series episodes don't how many but the main end will coming at the last chapters.

Harem list for Spidey: Dawn, Aelita, Gardevoir, Mathilda, Serena, May, Alexa, Madoka, Cynthia, Diantha, MJ, and Ariel.

Enjoy!

Prologue

It had been too long since he had taken to the road. Three years in fact. All the best times of his life had been on his journey to become the Ultimate Hero, and he had lingered too long. No matter how long he remained in New York City, he wouldn't grow as a person or a superhero. He needed to taste the open air, feel the blowing winds on his clothes and hair, feel the heat of a campfire in the wild and experience the wonders of the world. He needed to rescue other people, revisit past locales, discover news ones, and become the U. Hero he always wanted to be.

It for these reasons and more, that Spidey Parker had once again decided to journey among the many lands and vistas had once visited in his younger days. He hoped that after his years of absence, with his newfound maturity and capacity for understanding, that he might see and learn new things about the world that he had once traversed. He had yet to attain his lifelong dream of becoming a Ultimate Hero, and he now understood that he would never reach that goal without shaking off the tendencies and habits of his more youthful self. He had learned a great deal during his travels, but he realized, after yet another disappointing loss of people, that he needed to change himself drastically in order to progress towards his goal.

Since after the spider bite change his life forever, along with his little gang, and after his aunt and uncle were killed at a age about 11, a year after gaining the Ultimatrix, Spidey had elected to take a break from his travels and concentrate on strict training. He accomplished this in New York City, of course. This was met with great joy from his peeps, or other family, one for example Johanna Berlitz and her daughter Dawn, who after years of only seeing him between legs of the journey to the Ultimate Hero level, and the occasional phone call, could now spend almost an indefinite amount of time with him and his little gang. They, of course, were completely proud of all his accomplishments and urged him to continue his quest for the ultimate goal, all the while jubilant at the fact that they got to spend more time with him.

But Spidey didn't tell them about the spider bite, he was training using the Ultimatrix, he was hiding all of his weapons and the Spider-Man Unlimited Suit.

Johanna's fussing over him didn't end there though. On Spidey's 12 birthday, mere moths following his return to his hometown, Johanna invited many of his old friends from near and abroad to celebrate the occasion. Of course not everyone she invited was to make it. Most of those could not were those from distant countries. Goku, of course, had attended without thought, having some time between his fights with the best matrial artists. Gwen, Kevin, and surprisingly, Jetstream Sam, had arrived. Spidey was not aware that Sam had decided to bring himself along with them, knowing him as his teacher of swordsmanship from Japan. MJ had miraculously made it, having found a lull in her acting schedule back in LA, where she feverishly continued to work on her dream of becoming the best actor. There were two didn't make it, Harry Osborn and Gwen Stacy, but they sent their best wishes from their honey moon as a couple in Hawaii.

Of course, Spidey was not always content to stay at home, even he the soul hero of NYC. He often went to China and train his matrial arts of Kung Fu, and all of forms of fighting styles from the Shalion Monks or along with Goku who lives in that country in the forset, as it was only few hours' flight on the back of Charizard, Pidgeot, or Toothless. Having Toothless back was a great boon to Spidey. It was only a few months into his new home-set lifestyle that Toothless elected to return from the Sons house. Upon his return, Professor Kurt Conner quickly informed Spidey, and the two were reunited in a heartwarming, if somewhat toasty reunion. Regardless of Toothless's plasma antics, which often left Spidey in a suit of soot, he was certainly was glad to have him back on his team in a more consistent capacity. Pidgeot, too, rejoined Spidey. After Spidey let him fly around the world, for a few months. It was a heartfelt reunion in which Spidey apologized profusely for breaking his promise to come back sooner. Pidgeot, while somewhat put off by the appearnce of his partner so many months later than expected, forgave and accepted his partner yet again. He took his place on Spidey's team once more, confident in leaving the flock he had acted as protector for long since many of the Bald Eagles had flew since that day five month ago.

Of course, Toothless and Pidgeot were not the only old friends Spidey had reconneted with in his time living in New York City. He made quite sure to visit his old friends at a trailer park, namely Grandpa Max himself, the Pumblers Helpers who had continued to work as the Pumlber helpers. Occasionally even Manny stopped by to visit the others. Spidey always made sure to challenge him when he was in town for arm wrestling.

Anyway Spidey continued to train himself to the limits, quickly gaining recuse styles, fighting, anything you can think of. Spidey vowed to do better, and continued as though nothing could stop him as the Ultimate Hero.

His 13 birthday came and went. He continued his training, strengthening both himself and his powers, weapons, Pokèmon, and Bit Beast. He dedicated himself to overcoming both and his gears uses along with the Pokèmon. He taught them moves that counteracted and rescue people, while keeping in mind to keep their already pronounced strengths shrap. Again, when the time came, they stop an massive disaster of criminals robbing or killing people in Texas. By this time, the boy prodigy was now well and powerful as well as recognized. He thought he could stop all of it from happening. Sadly, some people got killed and injured. In the end Spidey knew why. He had grown overconfident and he had allow the adultations of the people to get to him, distracting him from proper tactics and execution. He cursed himself and vowed never to allow that to happen again.

Another year passed, as did another birthday: his 14. This time around, he declined a birthday party, despite much protest from his friends. He claimed he needed to free himself of excessive praise and that it took away from the time he needed to train. In this year, his objectives in training changed. He shifted focus from his loyal companion's moves towards tactics, and started to learn more fighting styles and all of the other things; such that he would be ready to counter opponents of all kinds. He matched speed against power, defense against speed, leanred how to gain the upper hands in contests of strength, and learned of feints and deception in his battle style and hero styles. Even as his friends grew worried over his obsession, he reassured them that this was all natural. He reminded them that he would never achieve his dreams if he was constantly distracted by others. Through all of this, even with the strain he put on his partners and powers, he remembered the most important lesson that he had learned in his youth before his Uncle Ben died: That the bond with his Pokèmon, Digimon, and the others was the most important thing of all and the Movie line from Spider-Man. He pushed him and them, but never too far. He wanted to be a Ultimate Hero, but not at too high a cost. However, just as he was in his youth, he was obsessed with his superhero stats. As a result, his connections to people began to suffer. MJ barely heard from him anymore. The little communication that he had with the others nearly ceased altogether. He even stopped trying to get in touch with Dawn, his childhood friend.

Spidey continued training, went to a dimension and help two people through a zombine infested journey. And you probably know the rest of the story.

After that, he went home, proud of his powers and the gang, but still somehow ashamed of himself. The other heroes had executed their orders flawlessly, and had given it a full one hundred percent, if not more. That led him to one conclusion. He was the problem. Despite his efforts to compensate of his gang's weakness, and despite his efforts to develop unique and innovative strategies, he still could not reach the ladder of U. Hero. He did everything an superhero should do. He had built upon all his experiences and lessons learned.

Then it hit him.

It wasn't that there was something wrong with what he was doing. It was with what he had done. He learned the basics of a superhero as a child. A naive little child who thought that anything he did was the epitome of greatness. Granted he had been shown the errors of his ways by many people: All of the heroes and friends and family. However, they had not fixed everything he had done wrong, or learned incorrectly. Underneath all the complex tactics, lay a faulty foundation. Age had taught him many things, and helped to correct many problems, but there were some things that had to be experienced to be learned. He realized that he saw his journeys through a child's eyes. While treasured memories that they were, he needed to revisit them, with a new perspective; an adult perspective.

On his 15 birthday, he bid his family and assembled friends in New York City a fond farewell. He was clad in a Indiana Jones Fedora brown actual headwear gear, a MGR shirt black, MMA ELITE hoodie, blue fainted ripped hole in the right knee jeans, PUMA orange and blue with orange shoelaces shoes, a pair of cobalt hole in the back of the hand fingerless gloves, and his trusty triple sky blue, blue, and black sling backpack. He departed his home and left for another journey, this time electing to start traveling around the world. He mentally noted to himself that he wanted to conclude his tour in New York City, rather than begin it there. He could have flown on the back of Toothless or any of his flying Pokèmon or Dojo if he had so chose, but he decided, that he wsa were to see the world again, it would be from the exact same height, or rather a few feet higher than before. He had grown much taller from his rather diminutive height at the age of 11, but all the same, he wanted to walk or fly and see the world up close, rather than from above.

The only real difference, aside from his now slightly wiser adult mind, was that he was travelling alone. Well, except for his gang. Even if he had wanted to, he couldn't pull Sam away from his school now; he was close to retirement and letting one of his students to take over the dojo. Grandpa Max was still happily relaxing while Manny and the others working to be Pumlbers. MJ and Eddie Brock, who he made friends with Spidey and others, now officially a couple, were travelling the acting circuit, and he didn't feel it wise to intrude. Dawn, as far as he knew, was taking a well-deserved rest back with her mother in New York City, and probably dating someone. Goku was still working to become best fighter, an art that was still only prevalent in China. Gwen and Kevin were probably dating and fighting aliens. Even if his friends didn't have their reasons, he decided that he needed to make this journey alone. If he was going to become a better hero, he couldn't always rely on his friends to fix his problems for him.

He visited all the same places he did when he traveled to Europe last time. He explored and fought the places once again. He clearly outclassed the majority of them, his only difficutly having been with Blade, the Daywalker, whose training with his weapons had grown substantially stronger since his last encounter. However, he battled with him for the insights, not the challenge. Each of the masters in Europe always offered some nugget of wisdom, which he took to heart. Battling was far from the only thing he did on his journey. He spoke to many old friends, made a few new ones, and of course, helped where he could. If one thing hadn't changed with age, it was his kind and generous spirit. However, deep down, Spidey was still conflicted. He felt that he was slowly losing his identity as a person. He was less himself than he was as a child, growing more into an amalgam of ideas and strategies rather than as a human being. He did what came naturally to him, helping all those he came across, but it seemed to lack the same impact it once had for him. He felt gratified that he helped people, but the joy wasn't there. He couldn't understand why.

He concluded his travels through Europe and moved on Africa. Just as he did before, he met many old and new friends and trained. T'Challa and Ororo or known as Storm both proved to still be quite challenging to him, much to his surprise and approval. While he had hoped to catch two of his friends Static and Gear, he found that they had departed back to the USA not too long ago, to his disappointment. Regardless, he moved onwards, next visiting China. He repeated the process he set for himself in the previous two countries, this time getting lucky enough to meet both Goku and his family during his lap around the country.

After his visit to China, he celebrated his 21st (decided to a age skip) birthday on the ferry taking him from China and back to the USA again. It was a lonely affair, and could not be very much considered a celebration, rather just an excuse to eat some nicer food. That was another aspect of Spidey that had simply not changed since his childhood. He could still pack away food like it was no problem at all and had little compunction to curb his appetite. However, he recognized the consequences of such actions, and continued to exercise alongside his Pokèmon and the rest of the gang to keep in shape.

In this particular visit to a restaurant, he was eating happily until realized that something was missing. He was gobbling his food down like normal, when a waiter came to ask him a question. He responded, albeit with his mouth full. After the encounter, he realized, that no one had scolded him for talking with his mouth full. The absence of such an action was a strange sensation to Spidey, but he quickly shrugged it off and wolfed down the rest of his meal.

That night, before going to sleep, he took a good long look in the mirror. The reflection in the mirror was not the boy he was once was before.

He had grown taller by quite a bit, much to his satisfaction, quite tried of having been so short for so long. His dark brown hair, as always, resembled a patted down with a slick back, but was a bit longer than he used to keep it, thought he kept it trimmed to a summer buzzcut. He was not the long-hair type. His body had grown more muscular ever since he had being bitten by a super spider enableing him of spider powers, super strength of 1K(million) tons of strength, super speed about 200 mph; his arms were slightly bulkier, but were in no danger of being able to match that of a average bodybuilder. The left arm has a watch like gaunlet that stretched from his wrist to his lower forearm. It was green in color with neon tubes on each side of the device. On the top was a dial with a black background and green hour glass with twin grey push buttons on either side of the dial. It was the Ultimatrix, got from Ben 10 after he died. On his right wrist was his all silver watch, it is somewhat rectangular in shape and has a circle in the middle with green lines on the circle and has two red rectangles on it and has a button on it's side it was the wrist Spider Morpher holding a trillions of small black/red/blue nanobots of the Spider-Man Unlimited Suit. His legs had undergone a similar change, as excessive amounts of walking and working out had definitely put some muscles on them as well. His face had grown a bit, no longer that baby-faced round that it used to be. It was a bit longer now, and he had a stronger chin. His strong brown eyes remained as potent as ever, which hidden a powerful Bit Beast behind them, Dragoon, after Spidey accepted him as his guardian and as a home. But that was one concern. He knew his body was fine; at least that's what he felt. It was his mind and his heart he worried about. He decided that he would make a final decision at the end of his journey through the USA. Maybe this time, he would figure it out.

It was not long before he arrived in NC after his birthday. He decided from the port in Sunnyshore he would move clockwise around the country training and meeting people. For a while, it was just as it had been in the previous countries. That is, until he happened upon his old hometown New York City. Noticing it was Christmas time noticing the lights and snow, he give his Digimon gang some winter clothes while Beautifly and Pikachu went inside Spidey's hoodie as he took off his hat and put up his hood on his head. He thought it would be fun to visit his old friend and her mom, provided they were there. Upon arriving, the first pladce he wanted to visit was Dawn's house. He hadn't seen her in person in over four years. He knocked on her door upon arriving and was happy, though certainly not surprised, to see her mother answer the door.

Noticing the face under the hood. "Spidey, dear!" she said hugging him quickly and loosely, "It's been far too long! How have you been?"

Pikachu and Beautifly, from atop Spidey's shoulders after coming out of the hoodie, cried out their names in recognition along with the Digimon just say hello and waved at her jubilantly along with the others.

He replied quickly and awkwardly in a voice much deeper than she remembered, "Wow, it has been a while hasn't it matey. I've been doing well, how about you?"

"I suppose you've come to visit Dawn?" she asked, motioning to let him and the others into the house.

He gladly accepted the invitation and stepped inside. The house was much the same as it was all those years ago the last time he was in NYC. It was tidy, nicely decorated with family pictures, and Christmas. It was not all too dissimilar from Spidey's old home, though it had a more modern feel to it.

"I wouldn't mind to catch up with her, though I'm just as glad to see you after such a long time. You were a great host the last time I was here, and I know very well that I was a handful back then," Spidey said with a small chuckle as he took off his pack and hoodie beside a couch.

She replied with a small laugh of her own, and replied, "Oh you weren't that bad. The only issue was that it some... excessive force to get you out of bed in the morning!" She let out another laugh as she went to the kitchen, continuing to heckle Spidey as she went, "In many, you and Dawn weren't too different at that age!"

She yelled from adjacent room, "Dawn will be back shortly, could I get you something to drink?"

Spidey considered for a moment then answered with some enthusiasm, "If you have some kind of juice, tht would be great."

"Of course, we have fresh made orange juice in the fridge! I'll get it straight away!" Johanna announced gleefully.

"Pikapi, chu pika chu!" Pikachu exclaimed from Spidey's shoulder, swiftly jumping down and pointing toward the kitchen along with Beautifly floating in the air with her wings flapping.

"I guess you're hungry aren't you, buddy?" Spidey inquired knowingly.

Pikachu squeaked his name and nodded quickly. Spidey walked to the kitchen with his gang in tow and proceeded to ask Johanna with some timidity, "I don't mean to impose, but would you happen to have some poffins? Pikachu is kind of hungry, and I remember him liking some of the ones you made last time we were here. Even along with the gang who just want some food and Beautifly Pokeblock for her."

"Think nothing of it!" Johanna answered, glancing back at Spidey as she searched the fridge for the orange juice, "You're a close friend of Dawn's! It's no imposition at all!" She placed the orange juice on the counter beside the fridge and then pulled out a bowl of poffins along with some food don't ask and handed it to Spidey. She looked at Pikachu and Beautifly with kind eyes and told him, "Enjoy!"

Spidey quickly placed the bowl on the floor and Pikachu, much like his trainer would, began to gobble the food like there was no tomorrow as the little of the gang, Reneamon just eat like a lady. Spidey gave an almost quiet laugh as he accompanied Johanna back to the living room.

"They certainly has a good appetite doesn't they?" Johanna noted as she sat down on the couch opposite Spidey.

"Just like me," Spidey joked, a wide grin spreading across his face as he glanced towards the kitchen.

"So how's your journey been? I heard from Dawn you're travelling again, though I haven't heard much else," Johanna inquired casually as she took a drink of her orange juice.

Spidey did the same and then replied, "It's been good. I've been learning a lot, and I'm glad to have seen a few people I met a long time ago again."

"Hmmm," Johanna made a sound of consideration then pressed, "You usually keep some friends along with you. Not this time?"

Spidey's face scrunched up in surprise and confusion. He wasn't exactly sure how to answer the question. He wasn't sure if he knew the answer himself. Lately, he had been questioning his notion of whether or not he should have started travelling in a group. He had met some people, new and old in all three preceding countries that he could have travelled with, if only for a short time, but he decided that he needed to be free of distractions to truly perceive the flaws in his battle style and his knowledge of Pokémon and the superhero way. Lately, however, he felt four years of loneliness catching up to him.

He fixed up his face, and smiled at Johanna and said, "I certainly think it would be fun to travel with somebody, but right now, I think it's best I go on my own. I need to figure some things out for myself so I can grow as a superhero." He took another swig of orange juice and held back a belch. He really didn't want to be so rude in front of Dawn's mother. He thought of how funny it was that he wouldn't have even have considered that rude back when he was younger.

Johanna, however, did not miss the reaction that Spidey's face presented upon being asked, but decided it was not her place to pursue it. In fact, the best person to pursue it just walked through the front door. Spidey's spider sense goes off. 'Crap.' Spidey thought.

"Hi mom!" the young woman shouted from the doorway, not even glancing toward the living room as she hung up her dark pink coat. She continued oblivious to the visitor currently looking at her from one of the couches, "So I just had a thought. I heard that he's back in NYC, so maybe I'll ambush him at one of the gyms a- a- a- ," Dawn trailed off as she hung up her coat and scarf on the hook near the door. She had finally decided to look into the living room to see her mother smiling sweetly and Spidey with a smirk on his face. The teen froze momentarily with a look that seemed a mix of incredulous surprise and embarrassment.

This gave Spidey the time he needed to look Dawn over well. While her mother had not changed much in the intervening years, Dawn had changed quite a bit. He had only seen her on video phone a few scant times since his sixteenth birthday, but he only seen her face during their conversations. Her face, though more familiar, had changed somewhat. She still had a sweet and innocent looking visage, though her cheeks were not quite as rounded as they had once been. Her nose, eyes and lips, however, seemed to have been frozen in time, being just as vibrant and cute as all those years ago. Her eyes were just the same shade of deep blue, but seemed all the more striking now. Her hair was even fuller than it used to be. It hung down, ending just mid-way on her back. Various braids decorated the water-like tresses that framed her face and shoulders. Her body however, was where most of the changes had taken place. Her form was still quite slender and petite, though she still stood taller than before. Her slender dainty arms and legs were quite gorgeous and delicate. Spidey had rarely seen her without that pink scarf in her younger days, and could only thank her now for allowing that sumptuous neck to be exposed to him. Her bust had grown somewhat, but still retained a proportioned size to the rest of her small body. And though Spidey tried desperately to ignore it, he saw and could help but admire the cute butt that he saw in profile to the rest of her slender form.

In direct contrast to Dawn was her companion who had trotted through the door just afterwards. Piplup shouted his name in jubilance and rushed over to Pikachu and the others in the kitchen, who had momentarily taken a moment to stop gorging himself. The two embraced like two long-lost brothers and began to chatter as they proceeded further into the kitchen; away from the developing situation in the living room.

Dawn finally regain her composure and resumed her stuttering until she actually formed a coherent, if short word, "S- s- s- Spidey?"

Spidey, smirk still present, gave a small wave, "Hi Dawn? Miss me?"

Several emotions went through her mind and she struggled to sort them out. Chief among them were both happiness and shock, but a small well of indignant anger was there as well. She first overcame her shock and actually moved towards Spidey, who stood up in response. A smile graced her face finally, and she squeaked and wrapped around Spidey in a madly blissful hug. Then the third of the emotions surfaced and she released Spidey. The twenty-one year-old man did not see the slap coming but his spider sense did, not even for a second.

Dawn began a rant, something unusual for her, "What the hell, Spidey! Don't you ever call anyone anymore! I had to hear from Volkner of all people that you were even in NYC! What have you been doing for the last three years anyways! I heard from Goku maybe a few months ago but barely anything before or after! What's your deal! You just went dark on us before your 19 birthday two years ago! Then you just up and disappear! I don't think you've even talked to my Mom in all the time you were trotting around world have you! You should be more considerate!"

Spidey paused, either from shock from the slap, or from sheer force of the ongoing rant. He tried to say something, but words seemed to fail him. Even between the angry words being spouted at him, Dawn was a vision. Something he realized he sorely missed. A swirl of emotions welled up within him and he couldn't explain it. His understanding of these emotions may have come later than it did for most, but dense as he used to be, he now understood what feelings like this could mean. However, he had never actually felt them first hand, and it confused him. Having not seen her for so long, and seeing how much she changed, he immediately began to regret not having kept contact.

Then it clicked in his head again. In his attempts to better himself as a superhero, he had done the same thing he had foolishly done as a child. He neglected those who cared for him. He had tried to rectify this problem in his mid-teens, but the goal of becoming a U. Hero again lodged itself in his mind and had blinded him to all else around him. He knew that he derived joy from being with and training his loyal companions. But he knew far less joy than he once had because he had no one to share it with.

No friends to share his accomplishments.

No one to cheer for as they strove alongside him.

No one for him admire and to receive admiration from.

No one for him to care for, nor anyone to care for him.

It was just himself and his seemingly endless desire to better himself in the eyes of his peers and his Pokémon. That would change right now.

With this in mind, he gently laid a hand onto the shoulder of the still ranting Dawn. Shocked by this action, she immediately fell silent. They looked deep into each other's eyes and Spidey quietly, but with utmost conviction in his words gave a simple request, "Please, come with me, Dawn."

Both Dawn and Johanna's eyes grew wide in the wake of those five words. Dawn was speechless and Johanna elected to get up and give the two of them the room.

Dawn blinked several times, as though somehow, her eyes could speak in the way her mouth could not at the moment. She must have realized this and finally seized control of her faculties and blurted out, "What?"

Spidey put his other hand onto Dawn's shoulder so that now held her with both. He continued to gaze into her deep blue eyes and began solemnly, "I'm an idiot. I thought that by myself, I'd be able to discover why I keep," he sighed and his eyes fell to the floor, "coming up short."

Dawn instinctively remembered the last two news boardcasts she had watched Spidey in: The two attacks on the USA. Between the two of them, she noted a marked improvement, but in both cases Spidey had lost. She remembered her own experience of a similar nature. Twice in a row, she failed to even pass the appeals rounds in school when she travelled with Spidey. Like him, she had become discouraged, and even thought about ending her career as a student at a high school. But it wasn't like Spidey to quit. But he tended to make other negative decisions instead. She remembered a number of instances, both on her travels with him and told to her by both Gwen and Kevin, where Spidey shut himself off from the rest of the group. This had to be, by and far, the worst of all these occurrences and certainly the longest lived.

He continued dejectedly, "I have wandered for three years, looking for why I just can't cross the line from being a good trainer, to a great hero. I thought a new journey with a new set of eyes could tell me. Granted I've had some good times meeting old, long forgotten friends, making some new ones, seeing how people and places have changed. Yes, I've gained some new skills. Yes, I've learned from the experiences that will serve better in battle and in life. But in the end, it kind of felt empty. You know what I mean?" He looked up again, "Hardly worth being alone. Especially, now that I see being alone is the problem."

Dawn looked at Spidey with eyes that threatened to begin a torrent of tears at any moment. But she held back. Instead, she brought Spidey in close and hugged him tightly. She never wanted to let go. She saw his pain. She knew his pain. Not just in her inability to make that final step to the title of a good daughter to her mom but also for the years she had failed to find a substitute for what she had with Spidey. There was no group she could travel with. Anything other than him beside her in their journey felt like a cheap knockoff. A fake. A lie.

A single tear fell from her eye and onto Spidey's chest as she hugged him. In that moment, she knew her answer.

"Yes."

Spidey grunted in surprise, "Huh?"

"I will come with you! I want to help you be the best. I want to help you discover who you are and what you can become. Just the same as I know you can do for me! " Dawn elaborated, the tears now streaming freely down her cheeks. She took her head from his chest and pulled his forehead to hers. She spoke ever so softly, "Just as you've always done for me."

In the close proximity of each other's faces, she could see now, he was beginning to tear up. He became conscious of this and became embarrassed and tried to break the hug, but Dawn did not relent. Instead she tightened the hug, and brought his head to her shoulder while mirroring the action with her own. She spoke softly in his ear, "Don't worry, no one is judging you here. U. Hero, Spider-Man (which she figured out his identity after MJ caught him in his spider suit), or simply man, you are perfect to me."

Spidey let out what was probably a small sob; and it was as confirmed by feeling of a teardrop falling onto the back of her shoulder. She rubbed his back reassuringly and for a length of time that neither of them could tell. They simply stood there in their embrace.

At last Spidey finally withdrew his face from her shoulder and looked longingly into her eyes. His own spoke volumes about his feelings that his voice never could. Regardless, he knew he had to say something. His mouth managed to curl into the smallest of smiles and he croaked in a half-way broken voice, the only words he could even think to say, "Thank... you... Dawn."

It was at this point that Johanna came into the living room. She saw Spidey and Dawn break away from each other slowly, though both of them looked on the verge of falling over without each other's support, both emotionally and literally. Dawn's mother thought of the only thing she could do.

She came over and put her arm around Spidey and led him up the stairs. She spoke in the most motherly voice he had heard since his own mother's, "There, there, take some time to rest in the guest bedroom. You can stay the night if you'd like. It's getting late after all."

Spidey could do nothing but nod in agreement as she led him into the guest bedroom that he himself had once been allowed to use eight years ago. She gently nudged him in. As she slowly closed the door, she spoke again in the gentlest of tones, "If there's anything at all you need. Don't hesitate to ask." She then finished closing the door and trotted down the stairs.

Dawn lay on the couch, sobbing a quietly. Pikachu, Beautifly, and Piplup, having watched all this, finally came over to Dawn. Pikachu was first to address her squeaked at her, "Pikaka?"

"Oh Pikachu!" Dawn mumbled through heaved sobs, "It's good to see you again!"

"Chu chu! Pi!" Pikachu replied, bounding up into the girl's bosom. He curled into a ball and began to snooze, adding his warmth to hers. Piplup jumped up to join them and the three began to drift off along with Beautifly.

"Thanks," Dawn chirped through a light sniffle. She lay there, her arm around the little yellow mouse, the little butterfly, and tiny blue penguin. A shadow of a smile managed to slowly form on the girl's lips as she began to fall asleep.

Johanna watched from the stairway as Dawn's crying slowly ceased. She quietly walked past her, taking a small chance to glimpse her beautiful daughter. She appeared to be asleep now. Johanna let out a small smile as she saw the same one on her daughter's face. It had been an emotional day for the two of them, she noted. She turned to the kitchen and began to make preparations for dinner. She knew that they would both, especially Spidey, be hungry after all that.