(A/N: I do not own Spiderman. That right belongs to Sony. I hope everyone had a good holiday season with their families and loved ones).


Peter could only blink his eyes as their family's trusted physician told him this in a rather morbid tone of voice. He spoke so low that it seemed as if the only person that could hear him was Peter himself although the others were trying their best to listen in as well.

"Doc…what…what do you mean? What do you mean to tell me? Please tell me she's ok" Peter said, desperately trying to see a light at the end of this very dark and long tunnel he was forced to call a night.

However, Dr. Bromwell could only lower his head as if he were ashamed to even speak this, like he had failed at some personal goal of his tonight. "I…I'm afraid I can't do that, Peter. Your aunt…she's…"

Peter's heart nearly dropped to the floor upon hearing this. This had to have been some nightmare. There was no other explanation. This couldn't possibly be happening right now. It couldn't happen tonight, not after everything he had been through. "Doc, please tell me she isn't…"

"She's dying, Peter. I…I'm so sorry" Bromwell said as he inhaled suddenly without exhaling. Peter could see some tears rolling down his cheeks. That's how Peter knew he had been telling the truth on this.

Despite his words, Peter could almost sense a bit of relief. Dying meant she was still alive and that there was still a chance. As a result of this, he started badgering the good Doctor with question after question.

"Well she can still be saved, though, right?! She's been through something like this before, hasn't she?! She made it out fine then, there's no reason to believe she can't make it out fine here, Dr. Bromwell. Come on, what's being done for her?! Please, doctor, I can't lose her, not her too-" Peter said before Dr. Bromwell grabbed onto his shoulders and made him look into his own eyes.

"Peter!" Dr. Bromwell all but screamed out, causing almost everyone in the waiting area, especially Liz, Felicia, Gwen and Eddie to look at them. On his face, he wore a mixture of emotions: fear, sadness, regret but most of all anger though Peter could tell it wasn't directed at him. The physician looked as if he had been yelling at himself. After a few moments, he relaxed, letting the emotions that built up inside him at that moment drain away as he continued.

"It's not like last time. She had a stroke along with what we discovered to be another heart attack. With the heart attack added on with the stroke, she's just barely able to stay alive and her body is hardly reacting to any of our treatments. Her heart…it just isn't strong enough…not at her age…If I had to make an estimate…she only has about maybe a half hour to an hour to live. I…I'm so sorry, Peter. I…I did all I was able to do. I…your aunt was…is such a good friend and to see her like this…oh god" Bromwell said as he even started to break down.

Peter kept listening but it had appeared as if his brain had malfunctioned because it seemed he had lost his ability to speak. This…this couldn't be happening…not to him…not to Aunt May!

"I….I…" Peter said, as he seemed to lose the very concept of the english language.

"Peter…I know it's hard…but you need to get in there and say your last goodbyes…I…I'll make sure no one else goes in. You'll have complete privacy but you need to go now. She's been asking about you, wanting to know if you were alright. At least-" Bromwell said as he suddenly inhaled and closed his eyes, shaking his head. He attempted to continue as he said "At least give her that before she…"

The doctor didn't even have the strength to finish that statement. It had been far too painful…it had been way too selfish for him to think about then and there given May's current levels of pain and Peter's level of stress and dismay. However, he had always hoped that he…he and May…well…it seemed now that it would always be a question of what could have been from there on out. Any hope of that was long gone now….

Peter still didn't have the ability to say anything. He just continued shivering as he tried to digest all of this. His mood had changed from happy about an hour ago, thrilled that Eddie was back for good this time and the symbiote was finally gone forever to feeling as if he had his insides hollowed as if a giant spoon had been shoved down his throat and scooped them out one by one as he heard about the devastating news about his aunt. As he continued to stay silent, all he could do was just nod his head as small tears had begun to fall down from his eyes and down to his cheeks.

"She's in room 207…just follow the signs. Nurses and attendants already know you're coming" Dr. Bromwell said, resting a hand on Peter's shoulder and caressing it gently, a definite contrast to the firm grasp he had on both of his shoulders just a few moments ago.

Peter took one gulp of air as he wiped his face. He didn't know why. Maybe he was trying to put on a brave face for the others so as to not worry them…but at that moment on this night, he was no longer brave. The backtalking, quipping hero from when he first faced Venom in the belltower tonight had been long gone. What was in its place now was a puny little kid, not at all ready for the sight he was about to see. Without saying another word, he gently moved past the kind doctor as he moved into the halls of the hospital, walking as fast as he could without running towards his last living relative's room.

At that moment, the others stood up, all with concerned looks on their faces at Peter's silence towards them as he left the room along with the doctor's look of anguish.

"Dr. Bromwell, what's wrong?" Gwen had managed to ask as they jogged up to him (Except Liz who was still wobbling but still traveling as quick as she could). The doctor's look of anguish didn't change.

"I….I'm afraid I've got some extremely bad news" Dr. Bromwell said. He was really not supposed to be saying this in accordance with federal laws regarding patient privacy…but he felt in this particular instance, it was necessary. He began relaying the message towards them the way he had told Peter. Soon, their looks of worry began to grow into looks of shock and utter horror.


*Hospital Hallway*

Peter walked fast, following the signs towards the room where his aunt was being held. Several doctors, nurses and attendants moved up and down the hall, some even rolling patients down on stretchers. He avoided them as best as he continued maneuvering his way down the hall.

Finally, after god knows how long, he had seen the numbers '207' next to a door and began to run towards it, ignoring every comment being made towards him to not run while in the halls. When he reached the door, he pulled down the knob and opened the door, entering the room. The sight he saw shattered his heart into a million pieces. There had been a striking familiarity of what he was feeling right then and there and the night he had lost Uncle Ben.

It was his Aunt May lying down on a hospital bed being attended to by a nurse. She looked so weak…so vulnerable. She had plugs up her nose and in her ears. There had even been an oxygen mask placed into her mouth as the nurse tried desperately to keep her breathing. However, from the look on her face, even the nurse knew that it was all for naught. Her eyes were barely open as she very slowly breathed in and out.

Peter just sat and stared for god knows how long, rapidly blinking and completely frozen on all aspects. It was worse than he had even imagined it. The only reason why he didn't stay like that all was because May had turned her head up, finally realizing someone else was in the room. She gave as wide a smile as she could in reaction and with all the strength she could muster, lightly lift up her arm, gesturing for him to come towards her. She had wanted to look at her nephew.

Peter forced himself to finally move beside his aunt, moving a chair towards the edge of the bed. At that moment, the nurse suspected that May would like to speak to Peter so she removed the oxygen mask from the elderly lady's mouth.

"I'll…leave the both of you alone" The nurse said in a shaky voice as she began to move her way out of the room. If one looked closely, they would see an ever so small tear going down her face. This had been the worst part of working in medicine.

May went to grab Peter's hand but couldn't reach that far so he grabbed hers instead and he held it as firmly and as softly as he could. They both just stared at each other and despite all the pain she had been in, May just couldn't help but smile when she saw her nephew near. She removed her hand from Peter's and slowly moved it up to his cheek, stroking it up and down.

"My boy…my sweet, handsome boy…sorry, man" May said, chuckling ever so softly as she caught herself.

"Aunt May. I…I'm so sorry I wasn't there for you. I'm so sorry. I should've never left for Harry's tonight. You needed me and I just left you alone like that. It was inexcusable, it was disgusting, it was-" Peter said before May pressed her hand across Peter's mouth, holding it shut as she just smiled at him.

"Peter, you can't possibly expect me to fault you for wanting to spend time with your best friend," May said, chuckling again. She swore, this boy was severely apologetic at times.

Peter just snorted in anger at the mention of Harry. "Was my best friend. That ends tonight"

May's chuckling face went to one of concern. "Now Peter, Harry has made some mistakes tonight if what I've heard from the news so far is true. However, it doesn't change the fact that you both have been practically sewn together since the 2nd grade. You can't just give all of that up"

"He nearly killed Gwen!" Peter yelled out but regretted it immediately as he saw his aunt flinch and cough. Peter reacted immediately by going around the bed, grabbing the oxygen mask and placing it over her mouth and then began to gradually pump oxygen into her veins. Soon she started breathing normally again after a few more soft coughs as Peter breathed a heavy sigh of relief.

Peter removed the oxygen as May gave out another sigh as she retook her nephew's hand.

"I know he's done pretty bad things tonight, Peter. I've been watching the news. However, that speaks more of his tendency to being more reactive than him being a bad person. You know very well he hasn't been quite the same ever since he's been on that horrible substance his father created" May said, trying to be rational even if Peter wasn't.

"I'm sorry to say, Aunt May but I'm getting fed up with people using that line over and over to defend him. He's had a year to better himself. He even went to Europe for months to get help and he still came back, drunk on the stuff as soon as an inconvenience was thrown his way. He's incurable" Peter retorted. He didn't want to argue with his aunt right now but he was just so mad at Harry right now.

"I don't believe that to be true and neither do you" Aunt May sternly said without a second beat. "He can get the proper help he needs, he just needs to go to the right place that will listen to him and care for him like that place in Europe likely did not. You're only saying he's incurable because you're so mad at him right now. However, that doesn't change the fact that there will come a time in which you will want him in your life again, Peter. It comes with the turf of being a best friend. Even though you may quarrel, the friendship you have with each other outweighs any pettiness you may have between the both of you"

Peter stayed silent as he contemplated this. It had sounded something eerily similar to something Uncle Ben had told him when both he and Eddie were trapped by the symbiote. It was easy to see how they both rubbed off certain wisdoms onto the other.

"...Maybe…but I seriously don't really think it can be repaired…I'll give it a try though" Peter simply said, to appease his dying aunt more than anything else.

May smiled and reached up to pat Peter's cheek. "That's all I ask for, dear"

At that moment, they both ended up smiling towards the other even though on the inside, Peter was in complete anguish. He knew this momentary bittersweetness between them wasn't going to last. Not with his aunt in this condition. He had to tell her and he had to tell her now, no matter how much it killed him inside to do so.

I don't know if you've heard but…but…" Peter tried to say. He looked about ready to sob before May stopped him as he stammered.

"I know, Peter…I know…I don't want you crying for me now. It'll all be ok. I promise you" May said as she settled for caressing Peter's cheek. Peter's brows furrowed as she said this.

"Ok? Aunt May, how can you say everything's going to be ok? It won't be. I…I don't want you to die!" Peter said, tears quickly filling his eyes.

As quickly as she could, she moved her hand up to wipe the tears away from Peter's eyes. "Now, now, I said none of that, didn't I? There's nothing to be scared of, honey. Dying is a part of life, even if it's not exactly the most fun of it. I was given my chance to live and I got to live it as best I could with a loving husband, a strapping young man I'm proud to call nephew and several supportive friends"

Peter just continued to shake his head. This wasn't right. He didn't like his aunt acting like this. She was about to die and was trying to tell him that her dying was no big deal?! How could she say that?! They were all they had left in the family. If she died, Peter would be left all alone and that was fine to her?!

"But…if you…if you leave me…then I'll be alone. Aunt May, you're the only family I have left. I'll…I'll have no one" Peter said, knowing he had been sounding selfish but honestly, he wasn't really in a position to care, not when things were taking a turn like this for both him and May.

"Oh, Peter….you know full well I'll never truly leave you. Neither will your Uncle Ben nor will your mother or your father. We're all right here" May said as she placed her hand down from his cheek to his heart. To that, he just scoffed.

"I'm sorry to say that cliches aren't exactly helpful for my mental health right now" Peter said, shaking his head in exasperation.

"Whether you choose to accept that fact or not doesn't take away from the fact that it's true. After all, you've never really felt as if your uncle was ever truly gone, did you?" May asked as she let out a few light coughs.

Peter contemplated this for a moment. He wanted to say that Uncle Ben had been truly gone and was never coming back ... .but he knew that would have been a straight up lie. After all, did Uncle Ben not just save his life yet again tonight just like he had over a year ago when the symbiote was prepared to take it for its own?

May took his silence as a no as she smiled. "See? I'll never truly be gone. Also, you need to stop acting as if your family is limited by blood. Even when I'm not there to cheer you on or comfort you whenever you need, you'll still have Gwen, Eddie, Harry…and those two particularly lovely ladies of yours"

Peter looked at his aunt, completely stunned. Did…did she know?

"I…I don't know what you-" Peter tried to say before he was cut off.

"Oh come now, dear. I may be old but I'm not blind. You don't think I don't notice the way you look whenever you talk to me about her? It's rather obvious to anyone who knows you well, dear" May said with a roll of her eyes, amused.

Peter had to blink as he contemplated what he had just heard. "And…you're ok with it? The three of us…together? Why didn't you say anything before?"

May sighed. "Oh…you're becoming a grown man, Peter. You're 17 years old. I figured I didn't have a right to intrude on your love life. It goes against what I believe in as a Christian woman…but still, it's not my place to judge you or either of them. They're really nice girls anyway…I just hope all three of you are treating each other with the proper respect" May said in a chastising manner.

Peter just nodded which seemed to satisfy May as she just gave out a little smile. She began to speak again.

"Good…while I don't support this kind of relationship, I'm glad it's with two lovely girls like them" May simply said as she gave Peter her (sort of) blessing to his…unconventional relationship. Of course, she didn't condone it…but she couldn't deny Peter the right to live his own life, to be his own man. She could only impart her values of being a good person onto him. It wasn't right for her to proselytize him to her religious beliefs as she knew deep down he didn't believe in it. Few young people that had been fascinated by science like he was did believe in God.

At that moment, Peter had felt a burden he had kept in him for so long finally come to play and right now more than ever, he felt the need to say it. His aunt after all did have a right to know a particular fact about one of the girls he had been dating even if it wasn't her biggest selling point.

"Uh…Aunt May…there's…there's something you ought to know…about Felicia…she…her dad…her dad is-" Peter said before May again cut him off, not really interested in hearing his stammer, especially when she already knew where he was going with this.

"Is Walter Hardy, Peter. I know…I've known for quite a while, actually" May said, again with a soft smile which surprised Peter almost as much as the fact that she knew what he had been about to say.

This revelation hit Peter like a ton of bricks as he began to sputter out sentence fragments like 'But how-', 'Why did-' 'When did you-'. May cut him off once more as she affectionately rolled her eyes.

"Peter, I know I'm an old lady but I know how to do research just as much as you young people do. The day after Ben…left us and Walter Hardy had been identified as his…as the one who made him leave, I did my research on him, trying to see what kind of low life would do such a thing. He honestly hadn't been anything particularly special. Married once to Lydia Hardy, a successful businesswoman and member of the City Council for quite a while but they divorced a while back. They only had one daughter and the name wasn't a very common one: Felicia" May said, explaining, coughing lightly every now and then.

The only thing that could be heard in the room was the heart beat monitor at that point as Peter contemplated what on Earth he could say next.

"Then…how come you never said anything?" Was the only question that Peter could think of as he continued to take this in.

May sighed. "I didn't feel it was necessary to bring it up…Peter…it's never a good thing to judge someone's character based on the actions of someone close to them, just like how you shouldn't judge Harry for the actions of his horrible father. She deserved a chance just like any other person and I wasn't going to confront her for a crime she didn't commit….Besides: She saved my baby's life after he decided to make such a stupid decision. After she did that, she deserved nothing from me other than my everlasting gratitude"

Peter just nodded, still not entirely believing she had known without ever bringing it up. However, it had been like her to do so…she always did like seeing the good in people. He contemplated what exactly he was about to say next before his aunt beat him to it.

"It's not like it's the biggest secret you've been keeping from me, anyway, Peter…or should I say….Spiderman?" May said, letting out another grin.

It was at that moment when Peter nearly thought he had turned to stone with how frozen he was. He couldn't believe what he had just heard as his mouth gaped. May just chuckled as she reached up to lightly close his mouth, even as she let out a little groan of pain as she did so. Peter held onto her as she let out her groan but she lightly shooed him away.

"It's fine, Peter. I'm not in that much pain that I can't look after myself" May just said, continuing to smile sweetly at him.

At long last, Peter found his voice. "Aunt May…I…I don't…you can't possibly mean…"

May just rolled her eyes and smiled affectionately as she began to speak up once again. "Peter Benjamin Parker, I would think you would understand at this point that I wasn't born yesterday. I know you better than anyone, sometimes I think even better than yourself. Do you think I just found it a coincidence that you started breaking curfew time after time just as the Spiderman came into the public eye? Or how it's always conveniently you that manages to get the best possible pictures of Spiderman, beating out professional photographers as you kept using that old beat up camera you had for years? That you started spending an awfully longer time in the basement working on your 'projects' this past year than you ever have the entire time you've used it as a 'lab'? That you started taking up an interest in sewing after years of saying it was more of a 'girl thing'? You may be able to fool the average citizen walking down the street, Peter…but your old aunt? Not a chance"

May began to cough more violently as she finished, having spoken too much. Her heart monitor began to beep more rapidly. Peter quickly grabbed a glass of water and began to pour it into her mouth. May drank and allowed the water to soothe her throat. As Peter retracted the cup, she began to breathe more calmly. However, it didn't seem like she was done.

"Besides…did you honestly think I wouldn't find a connection with the fact that you went out to see Harry tonight before he started to lose his senses and started fighting Spiderman and that you just conveniently had to leave the hospital right before Spiderman started fighting Venom at the old cathedral belltower?" May said, more sternly this time than amused.

Peter winced as he turned and saw that she indeed had a tv on and it was switched to the local news channel with it still focused on what had just happened at the belltower just an hour ago. That would have been a bit too much of a coincidence and he didn't even dare to try and say it was for the Bugle. That and with the other factors she pointed out, there had been no point denying it. He sighed as he turned back to May with a resigned look on his face to which she simply gave a light smile.

"How long have you known?" Peter simply asked.

"Well honestly I started getting my suspicions after Ned Leeds from the Bugle questioned me about it at home. At first, I thought he was just pulling a dirty trick on me like they do on that television show Punk'd" May explained to which Peter raised an eyebrow as he contemplated just how the hell his aunt knew what Punk'd even was. However, he digressed as she continued.

"At first I tried to deny it, thinking there was no way that my very own nephew could do something like that…but as time went on, it started becoming too obvious. Your build, your constant need to be out late, your persistence of being in the basement and the fact that a lot of times you come home with bruises that you don't ever really want to talk about. At some point, I couldn't stop denying the reality of what you were trying to hide right under my nose" May said, her eyes drifting to her lap as she continued to explain how she had managed to put two and two together.

Peter just looked down to the ground as he continued to crouch down at her side. He really was not good at keeping this secret, was he? It seemed the only people close to him that hadn't known was Flash and the 'In Crowd' and god help him if Flash ever found out….

"...Why didn't you ever say anything?" Peter as his curiosity grew.

May at first was silent for a minute as though she wasn't really sure of the answer herself. However, she eventually began to answer.

"Well…honestly, I can't really say. Of course, when I finally found out, I wanted to scold you, scream at you for even considering doing something so reckless" May said as contemplation turned into annoyance.

"But…?" Peter asked with a raised eyebrow to which again, May was silent for another moment before sighing yet again.

"I started considering what good that would do. You weren't 12 years old anymore and were about to head off to college soon. What was I supposed to do then? Scold you over the phone when you weren't going to listen to me anyway? No, no" May said, as she let out another slight cough before continuing, taking a breath before doing so. "Peter…your uncle always used to say that with great power came great responsibility…of course, I don't really know if this is what he had in mind…but it always stuck to me. I can't ever give my blessing for what you're doing…and I think what you're doing could and probably will end up getting you really hurt one day…but it's something that you truly believe in and it's something that somewhat adheres to what Ben had used to say. Given all that…what right do I have to take that away from you? Just know that even though I can't ever really give my blessing to what you're doing…I will always be proud of you for it"

If Peter was having trouble not crying before, he certainly was having a difficult time doing so now as a few more tears came down his face. At that point, he couldn't help it anymore as he leaned down towards her on the hospital bed and as gently as he could, gave her a firm but soft hug. As best she could, she did the same as she wrapped her arms right at both sides of his waist.

They stayed like that for god knows how long, not knowing if they would ever stop. From that moment on, as far as they were concerned, they were the only two people in the entire world as they just held each other as closely as they could.

Finally, after what seemed like an eternity, they parted from each other with May going back to holding Peter's cheek as he just put one of his hands over it, gently stroking it.

"Just promise me one thing, Peter…before…well…you know" May said, not exactly wanting to mention the elephant in the room right now.

Peter just nodded, willing to do anything he could at that point to make his aunt happy.

"...Don't drown yourself in grief, Peter…I'll never leave your side, ever…not really. Even if I'm not here for you in body, I'll always be with you in spirit" May said, continuing to press her hand onto her nephew's cheek as she couldn't help but let a few tears run down her face as well. "You will never be without me…nor will the people who care about you most leave you either. You…will never be alone"

At this, Peter could say nothing as he continued to look sadly down at his aunt, not really knowing how to respond to this. However, it seemed as if his body had forced him to nod, not willing to let silence be the answer to his aunt's request for a promise.

To that, May just smiled, more tears continuing to fall from her face as she stared proudly up at her nephew. However, just as she opened up her mouth again, her eyes began to widen and her heart monitor began to beep faster and louder.

Peter's eyes immediately cleared up as they went from being sad to be fearful. "Aunt May…Aunt May!"

"It's…It's alright, Peter…It's alright…It…It just seems my time has come…I'm going to go see Ben again…and Richard…and Mary, too" May said, getting out every other word with a breath as her hand went down from Peter's cheek to his arm.

Peter shook his head rapidly. "N-n-n-n-no. I'll get Dr. Bromwell! He can do something, I know he-"

"Peter!" May said, pulling back Peter as hard as she could as she felt him trying to leave. "You can't…change this…it was always going to happen eventually…the only question…was when"

Peter just looked down at his aunt, incredulously. He had just been told the news just a little more than a half hour ago but he was still completely shell shocked at what was happening right before him. He couldn't stop himself as he shivered. However, this didn't stop May from speaking even as her breathing came much more quickly than it previously did.

"Just…take good care of your friends…along with those wonderful girls…and most importantly yourself" May said, taking one deep breath in between a few deep coughs, her eyes beginning to shut ever so slightly as she talked. "I…I'll see you…in the next life, my sweet. I…promise"

Finally, her eyes closed all the way and she laid all the way back on the bed, her arm letting go of Peter's arm. The heart monitor stopped beeping and just began to let out one long, unending noise as the line on the screen flattened. After long last…she had finally been gone.

At that moment, Peter had been left all alone in the hospital room as her aunt finally passed over to the next world. He could do or say nothing as he was just forced to sit and look down at his now deceased aunt with the widest possible gape of his mouth he could manage. The last of his family…his only kin…was gone and he was left all alone in the world as an orphan.