Disclaimer: I don't own the rights to Kingdom Hearts or Spider-Man

"Spider-Man" Created By: Stan Lee and Steve Ditko

It's been a few months since Sora had revealed his superhero identity, "Spider-Man" to the citizens of Shibuya. Currently, he was strolling up to the Bistro downtown to reward himself with a Tarte aux Fruit after a long and hard week of webbing up bad guys and other petty crimes. When he then spotted Kairi exiting out of the Bistro in a hurry.

"Kairi!" He called out to the red haired causing her to halt as he caught up to her.

"Sora! I didn't expect to see you here," Kairi replied, relieved to see him.

"How did your modeling auditions go?" Sora asked her.

"Nothing has been confirmed, but I was told that I needed a lot more practice. Apparently it takes more than just wearing fancy clothes and posing," Kairi answered.

"Well one thing for sure is that they're definitely missing out on something special if they don't hire you," Sora said with his trademark grin resulting in Kairi blushing from his praise.

"Sora, how do you manage to keep saying stuff like that whenever I'm feeling down?" Kairi asked as her cheeks were still red.

Sora then placed his hands behind his head. "What? Do you want me to be a liar now?" He joked before the two laughed.

"Anyways, since we're both here at the bistro. How about we grab a quick bite to eat? My treat," Sora offered.

Kairi then frowned, "That's sweet of you Sora, but originally I was here on a date with Seifer until the jerk stood me up,"

"What?! You were on a date?!" Sora exclaimed, feeling his gut sink. He didn't know which part he hated hearing the most. That Kairi was on a date or that Seifer of all people stood her up.

"Don't worry about it Sora, It was probably just a tasteless stunt of his," Kairi said looking away from him.

"No, I'm sorry for bringing it up! It's none of business," Sora replied very quickly, catching Kairi's attention as she turned to face him.

"It's not?...Why so interested? " Kairi then questioned him.

"W-Why? Well because you're um..." Sora started to struggle. He was finding it very difficult to say anything. Here she was staring at him with her beautiful violet eyes.

"I'm you're?" She asked curiously tilting her head.

"Y-you're mine and Riku's childhood friend! Why wouldn't I be worried about you?" Sora finally said glancing down at her black boots.

"...Nice to know you always look out for your friends Sora," Kairi replied, sounding disappointed.

Suddenly a loud clap of thunder gained their attention as they looked upwards.

"Looks like it might rain," Sora said waiting for that first drop of water to touch his face.

"Then I better run before I get drenched Lazybum," Kairi replied, giving him one last smile of hers before she ran over to board the Tram. Sora could only watch her board the Tram. Suddenly his spider sense tingled alerting him over to two guys in white checking Kairi out and running over to board into the same Tram. Sora then looked around to observe if anyone was watching him closely. Once the coast was clear. He threw up his hoodie before tearing open his jacket to unveil a black colored Spider symbol.

...

Kairi kept ignoring the wolf whistles and sexually comments from the voices behind her. Until she looked back and saw the two guys in white started picking up their pace into a jog. Kairi then paused before she started running away from the guys. She made a quick left into an alleyway only to spot two three more guys in the same white clothes. With no time to turn around she was trapped by these thugs.

One puckered his lips as another made a growling nice with a lustfully smirk on his face. Kairi was breathing heavy as suddenly one of them grabbed her by the shoulders.

"GET OFF ME!" She shouted slapping the person clean on the cheek making them stagger. She then kicked the next one who came close to the knee. Her left arm was then roughly pulled as she was pushed to a wall with the three remaining members behind them.

Three webs then shot out from the darkness catching the three thugs before they were ripped away from her. Kairi then looked up through the pouring rain to see it was Spider-Man. He then leaped off of the wall, before diving into the group of thugs in white. He grabbed the 1st one by their shoulders and threw them into the wall behind him. He then kicked the second one rushing to him and flipped over them. He elbowed the next two thugs straight to the face. He saw the second thug running over to counter but Spider-Man caught his arm and countered with a right hook of his fist. He then crossed his arms as he shot two webs towards the two thugs he just elbowed and hurled them out of the alleyway.

"Spider-Man look out!" Kairi shouted out.

The last thug jumped onto Spider-Man's back as he reached for his mask. Spider-Man quickly threw him off but the thug was able to remove his mask.

Sora wasted no time in webbing the thug's face before he could take a good look at him. He shot out a second web and pulled the thug back to him. He held the thug up before he caught Kairi staring at him. He then ended the fight with a head-butt knocking the guy out cold. He noticed that Kairi was slowly starting to approach him and ran back into the shadows.

"Wait! Please don't go!" Kairi shouted, running after him. She reached the shadows seeing that it was a dead end. Kairi then started looking around for the webslinger trying to see clearly in this pouring rain. She then felt something underneath her foot. She reached down to pick it up and saw it was his mask.

"You have a knack for getting into trouble,"

Kairi sighed in relief turning around to see him hanging upside down.

"Well it's fortunate that I seem to have a guardian angel looking after me," Kairi said.

"Angel? No, I'm just your friendly neighbor Hero" Sora said still hidden within the shadows making his face unrecognizable.

"Still...you are amazing," Kairi told him.

Sora couldn't help but laugh in pity. "Try telling that to the Daily Moogle,"

"Maybe I should become their new editor," Kairi said.

Sora smiled at the thought of Kairi writing about him. "Nice to have a fan's support, but sorry to say I'll have to take that back," he said pointing his finger down.

Kairi looked back down to see she was still holding his mask.

"Ok but on one condition," Kairi teased playfully moving slowly to him. "I get to thank you," Kairi said as she put the mask in her dress pocket. She then closed her eyes and got one step closer to him.

"Wait-"

"I promise not to open them," she told him.

Sora felt her gentle and soft hands touch around his face until she found both hands on his cheeks. Sora Instantly closed his eyes and leaned forward, meeting Kairi's lips. It was a deep kiss between the two as Sora could taste her strawberries lipstick as their lips continued to move in sync. The kiss soon ended as it started as Kairi then held up his mask to him with her eyes still shut. Sora then took the mask from her and put it back on.

Sora shot up another web from his shooters pulling himself up away from Kairi who had her eyes now open smiling with pure joy as the rain crashed down on her face. 'Maybe this superhero gig isn't so bad after all,' Sora thought, swinging through the city's light.

Author Note: In honor of "SPIDER-MAN" directed by Sam Raimi turning 19 years old today. I wanted to do my own interpretation of the infamous "Upside-Down Kiss" scene. Along with a special proposal for anyone still reading this far. If I happen to see a decent size of support for this fic. I will be willing to expend more upon this and make into a full fledged story, so if you want to see more of Spidey-Sora show that support!.