Chapter 1: In The Black

Caution: This Fan Fiction Sex Story contains strong sexual content, including Ma/Fa, mt/ft, mt/Fa, Consensual, Fan Fiction, Science Fiction, Superhero, First, Safe Sex, Oral Sex, School, .

Desc: Fan Fiction Sex Story: Chapter 1: In The Black - The Spectacular Spider-Man: Norman Osborn is dead and it's Spider-Man's fault. Now Peter Parker must navigate the loss of his friend, his love and his girlfriend. This might be easier if the women in his life weren't tossing him around worse than Rhino ever did.

Another night, another punk. Smoke billowed out from the hood of an old rustbucket SUV as its wheels tried to force their way through thoroughly dried webbing. Three robbers with handguns and a pillowcase full of twenty dollar bills were splotchy with the destroyed corner ATM's ink-trap. Spider-man dropped down onto the roof of their getaway vehicle.

"It's the webhead!" Panicked the shortest member from the back seat. Spidey weaved and dodged, eventually flipping to the sidewalk as bullets ripped through the roof of the car.

"Now, now, now, those are not toys," Spider-man admonished. He had landed on his hands and with his proportionate spider strength he rebounded feet first through the back window of the SUV. Thwip, thwip, thwip. He twisted mid flight, breaking through a second window and landing out on the street, with just enough time to leap back onto the roof and out of traffic. The shriek of a minivan's horn followed him. The backseat shooter was pinned down. The front two flung open their doors. The driver side door was clipped by a Ford swerving wildly as it passed by and was sheared from its hinges. The cars began piling up, effectively walling in the driver.

"Don't kill me!" Shrieked the driver as he threw his hands over his head. Three strings of web bound him tightly to the bucket seat. Spidey harrumphed at the driver and turned to the third man. He had his gun and his pillowcase. He weaved around a hot dog stand. It was half a heartbeat before Spider-man swung over his head to drop on the sidewalk next to him.

"A pillow fight and here I forgot my spider-jammies!" Thwip thwip. Spider-man pinned the gun hand to the robber's chest and attached another web to his foot. The man shrieked as he was flipped and strung up from an overhanging flagpole on the building above the street. Spider-man caught the dropped pillowcase of money nonchalantly.

Across the street and several stories overhead perched the Black Cat. She watched the webhead with a thin lipped grimace. With a sneer and a click she shut down the magnifiers in her mask. Two green and orange lens slid away from her blue eyes. For two weeks she had been assessing the Spider-man. She knew how he moved, knew how he joked and how he fought. She knew he was super-powered. The hot desire for revenge had cooled but remained insistent. She had nightmares of her father dying in prison. She had other dreams about the Spider. She played with him like a puppet until one by one his threads broke and he went tumbling to the street below. She was angry but she still knew that she wanted the Spider almost as much as she wanted to hurt him. She had watched him move, he filled that costume beautifully. Cat purred, if she was strong enough, maybe she could have it all.


The police cruiser rolled lazily through Hell's Kitchen. For the first time since the Green Goblin's death, violence and robbery seemed in a lull. Sergeant Stan Carter was bone tired. Officer Jean DeWolff was craving a cigarette, a post-coital cigarette preferably. She had quit smoking almost four years ago. The cravings had never quit, especially not on a night like this. A calm night lately was just holding its breath. A calm night just couldn't last.

The staccato of small handguns sent Carter's finger to the lights and sirens. DeWolff called for backup. A half block from their location were two unlucky teenaged gangbangers slumped up against an old brick home. In the distance a car sped down the street. Four in the morning and traffic was nonexistent. Carter was about to give chase while DeWolff called for an ambulance. Another police cruiser rushed out of a side street and cornered the fleeing car. Brakes screeched and a Daily Bugle paper dispenser was crushed beneath the bumper of the fleeing car as it came to an abrupt stop on the sidewalk. The driver and shooter were quickly subdued with no more gunfire.

Twenty five minutes later and DeWolff climbed into the cruiser. She handed Carter a steaming cup of coffee. "Hell of a night," She said. The two gunshot victims had been rushed to hospital with hopeful prognosis. It was one of their better nights.

"It'll be worse in the morning. All the damned paperwork because some stupid kids were on the wrong damned corner." Carter snarled. "I never thought I'd miss organized crime." He slurped his coffee. Jean wanted to voice her disgust, but she let her partner continue after a moment. "When the Big Man ruled, the punks had someone to be scared of. Someone they had to answer to. During the Goblin's three weeks of chaos you could tell the criminals from the taxpayers by the pumpkin masks. Throw in the webhead and we only had to mop up vandalism and theft and the occasional not-so-wise-guy in the East River." He took another draft. "Now, Goblin's dead, Lincoln's buried in red tape, and Silvermane's too old to be a has-been. With no hand on the reins, these scumbag idiot kids think they're going to make a name for themselves. Midtown's become a battlefield. Brooklyn's all but on fire. Hell's kitchen is running red. It's open goddamned season. Not in my city, DeWolff. By God, not in my city."

"We're doing our best, Stan," DeWolff reproved. "We're half dead on our feet and we're still cleaning up the city. This crime wave can't go on forever, sooner or later the price for these little turds will rise too high. It's going to get better."

"How can you be so sure?" Carter put the coffee cup into the cup holder and reclined back. He never could get a cruiser's seat into a comfortable position with the hard plastic shield behind his headrest.

"The punks might not have the fear The Big Man instilled but they don't have the protection either. They're quickly going to learn how heavy handed the law can be." DeWolff started on her coffee.

"Not heavy enough," Muttered Carter. He pulled out into the street, a cloud of anger settling on his mind. DeWolff drummed her fingers on the passenger door's handle. Stan was getting worse. These conversations had occurred every night for the past six shifts. He had been volunteering for these late night patrols. The pair of them had been afternoon and evening cops for nearly two years now. This was the beat they had when she was still a rookie. She worried, it was written on her face. The foul things she'd have done right then and there for a cigarette.


It was the hour before sunrise and the city that never sleeps was living up to its press. Zipping across skyscraper roofs, a silhouette of a remarkable creature swung swiftly above the city's early risers. Another line was shot into the bottom of window washer's platform. No worker meant no one was startled as it vibrated precariously. Falling into a roll the silhouette rose up undamaged and with little loss of momentum. Thirteen steps and the silhouette dove off the edge of the building. The line shot up after the descent and gripped the ledge.

"Hello Blackie," Purred the Black Cat as she rappelled down in front of the mustachioed bookie.

"Oy, Kitty-Kat," Gaxton squeezed the bridge of his nose, "I was hoping to make my way to bed. Can whatever your fencing wait until sundown?"

"Not quite," Cat reached out and touched her razor tipped claw to Gaxton's o'clock am stubble. "And I'm not selling, I'm buying."

"Buying what?" In spite of his tiredness the bookie raised his eyebrow.

"Power." She purred, it was hard to keep one's eyes off of a determined Black Cat.

"I don't follow, kid," Blackie stepped back. Not out of reach, a kick of her leather clad leg would swing her right into a slash of open throat, but far enough that she'd need more than a lazy flick of her wrist.

"Word about town is that you had your hand in the whole Molten Man incident." Cat remembered the bronze flame thrower from her aggravating attempt to free her father from prison. "I want that kind of power."

"Ah," Blackie settled his gaze on hers, "And even if I have the right connections, why'd I ally myself with Spider-man's pretty kitty?"

The scowl on her face raised the hair Blackie's neck. Black Cat spoke in a lioness growl, "Spider-man, I am through with that do-gooder. The next time he crosses my path, his luck runs out. I need the power to assure that spider gets stepped on."

"Oh, ho ho ho," Blackie drew on a sinister grin, "I'll make a phone call. Meet me tonight at the Curt Connors' old lab. You know where it is, right?"

"I've been there before," Cat recalled her first meeting with Spider-man. Her traitorous blood warmed at the memory, her heart filled with ice. "I'll be there at 10 pm sharp."

"Always a pleasure, Kitty-Kat," Blackie snarled his sarcasm.

"The pleasure's all mine, Gaxton." With a flick of her left hand her grapnel gun's rewind motor kicked in with a high pitched whir. The Black Cat rose quickly into the swelling pink of the rising sun.


"You're to be there at 8pm sharp!" Jolly Jonah's curt orders were followed by an immediate hangup. Peter Parker sighed and slumped against his locker. He was not looking forward to this assignment. Ned Lee had convinced him it was a follow up story to the Green Goblin. An albatross with the weight of the world around Peter Parker's neck. He was due at some swanky shindig where scavengers and backstabbers were going to claw and snap over the scraps left by the death of Norman Osborn. He was going to be taking pictures of the widowed Emily Osborn with all the predators of the corporate world. Worse, he was going to have to watch Gwen with Harry. He loved her, hell, Peter loved Harry. Gwen had chosen Harry to protect him from himself.

Peter was lost and lonely. Neither, Harry nor Gwen seemed to have the time to spend with him and, after his extremely public breakup with Liz, it seemed the whole school had turned on him. Sally's cutting remarks were more verbal, more often. Not that she had showed much restraint during his three month relationship with Miss Allan, but it seemed Peter's first crush believed she had to make up for lost time. Flash and Kenny were resurrecting their juvenile attempts to make him look foolish. Sha Shan's influence tamed Eugene but Glory let loose King Kong's leash as a show of support for Liz. And while neither bully was particularly mean spirited, Peter's spider-sense tingled at least three times a day.

"You're looking morose, tiger," MJ fell into step beside Peter's trudging gait. Her aura as a fun seeking free spirit had become muted since Mark's imprisonment. She seemed to be the only person that had backed Peter after his and Liz's breakup. She and Glory were friends but it seemed pressure was building to sever the cool kid crowd from the redhead.

"Oh, hey Red," Peter greeted in a tone to match his frown.

"What's the matter?" She tugged him down a hallway away from his English class.

"Well for starter's, the best looking redhead I ever met is attempting to make me cut class." Peter smirked. MJ laughed back.

"If that's your biggest problem..." She trailed off with an inaudible giggle. The pair left M3 through the backdoors and out across the teacher's car park. The lot was empty.

"I don't usually cut class," Peter wasn't objecting.

"You miss class all the time, and when you do show up you're usually late." MJ sneered.

"Unavoidable incidents," Peter adopted a falsely sarcastic manner. His life as Spider-man was mostly responsible for his poor attendance, but better to play the miscreant truant than to endanger others with his secret identity. "My life is just that exciting."

"I'll bet," MJ's tone matched Peter's. It was the first true smile he had seen on her since February. She switched to serious, "But the Spider-man picture hunting's got to be fun."

"Except when I get half buried in trash," Peter recalled his first battle with Shocker. It still amazed him that all of this had happened in the last year. In fact the anniversary of his spider-bite was less than one month away. All the memories of Uncle Ben and Norman Osborn flooded back into him. He fell into a depression.

MJ attempted a few more conversations as they marched down to the Silver Spoon. Each one ended in she or Peter's collapsing happiness. Parker's money troubles were legendary. MJ didn't hesitate to order their two cappuccinos with enough whip, chocolate and additives that they were closer to candy bars than coffees. They found a secluded booth in the corner. When they were seated across from each other and out of the view and interest from the rest of the store Mary Jane Watson opened up.

"They won't let me in to visit Mark." She said, the foam on Peter's lip tugged a half smile to her lips before she continued. "His lawyers said they were lucky to arrange visitations from Mark's immediate family, his high school girlfriend," she sneered the words, "doesn't amount to much of anything."

There were several self destructive meanings to her comment and Peter managed a rare moment of insight picking up on them.

"Come on, MJ," Peter reached across and took her hand. She was trembling, unwilling to let herself cry. Spider-man solved problems, Peter wasn't equipped to just be a good friend and listener. He wanted to help but there was no way he could get her in to see Mark. Instead, he just aimed to cheer her up. "I'm sure Mark knows you tried to get in to see him. I'm sure he knows you care." MJ's intensity as she listened was intimidating. Peter would've rather stared down the Rhino but he kept talking. He didn't realize what he was saying. "I have to go take pictures at some fancy corporate shindig tomorrow night. You should come with me, we could dress up, raid the buffets and spreads. Dance. Just have a good time."

"Yeah?" Mary Jane perked up. She had been instrumental in Peter and Gwen's admission of love. It hurt her to see Gwen still with Harry. Not that Harry wasn't a great guy. It seemed to MJ that she was appending too many of her thoughts with "Not that Harry wasn't a great guy." She knew Peter would rather be going to this thing with Gwen. She knew she'd rather be spending the night with Mark. "I'd love to go."

"I have to be there for 8pm, or I could get fired..." Peter explained.

"Is J Jonah Jameson going to be there?" MJ had heard several of Peter's overinflated horror stories of "Jolly Jonah" she was feeling excited to meet him.

"Possibly, but I'm working Ned Lee." It was a follow up to the Goblin story, but Peter didn't want to talk about that. "Harry's going to be there, Gwen too probably."

"Oh," MJ considered. Truth be told she needed this. She was the fun loving girl, the party girl. She knew too many people considered her a flake but Mark hadn't and Peter definitely did not. She needed a night out, to let loose. "I'll go. Pick you up at 7:30?"

"You're picking me up?" Peter asked, realizing only now that taking a date meant he wasn't going to be swinging his way across town to Oscorp.

"You can't drive, tiger," Mary patted Peter's hand this time. Her voice suggested she was explaining something to a senile grandparent. Her smile tugged at her lips as she tried to appear consoling. "I'll have to check if I can borrow Aunt Anna's car. I'm sure she'll let me." MJ suppressed the idea of asking her dad. Her life had enough drama without stirring that pot. "Do we have to go back today? I've got some things I want to do and you're just the guy to do them with." The sheer impishness of her smile couldn't have been matched by anyone. Peter remembered why he always got so fuzzy headed when he lost himself in her green eyes.

"Yeah, I can miss history, but I do have to get to ESU for my intern shift."

"Great, that means I got you for almost two hours. Do you know what we can do with two hours?"

Peter's mental guess flushed his cheeks. MJ smacked his shoulder with a smile. She dragged him by the wrist after he trashed their coffee cups.


"You missed history," Gwen was waiting for Peter on the steps of Dr. Warren's lab. They were both a few minutes early. Peter had bid good-bye to MJ only minutes before. He was wearing an uncommon smile. The lab was one of the few places where he got a chance to talk to Gwen. It made up for the recent loss of the Doctors Connors.

"It's kind of hard to have been there for the fall of Rome," Peter smirked flippantly. Gwen shared a sad smile.

"I got your homework," Gwen told him dutifully. Peter thanked her. The pair pushed in through the door. There were cubby lockers for their book bags and labcoats. They mechanically fell into their coats and routines. First and foremost they had to keep the lab clean. They picked up their spray bottles and cloths.

"Good afternoon Miss Stacy. Mr Parker." Doctor Miles Warren rushed passed them on his way to one of the work benches. The speed at which he walked and the curt, perfunctory, yet present, formality suggested that he was onto something big. He shoved a slide under a microscope and demanded: "Miss Whitman could you bring me another sample."

"Hi Debra," Peter waved as the attractive sophomore strode past him and Gwen with silence. "Guess Doc Connors was wrong, perhaps she just doesn't prefer Peter."

"Oh, Peter," Gwen moaned sarcastically, she squeezed his shoulder and headed over to the lab animal cages.

"Mr Parker," Doctor Warren ordered without removing his eye from the slide, "Two white rats, please."

Parked obeyed, picking one of the portable wire cages. The rodent inmates were both adult females. He said as much as he put them down beside the microscope. "That'll do fine," Warren declared. He picked out one of his rats as Debra arrived and handed him a pink filled syringe. The label surprised Peter.

"Are those the Jupiter Spores that infected John Jameson?" He asked surprised.

"Indeed," Miles Warren ignored or missed Peter's tone and provided an academic, if arrogant, explanation. "They've been desiccated with poor nutrition and electricity. We are now seeing the effects of the weakened growth stimulant on rats." Peter thought the idea dangerous, but stepped back. Miles Warren and Doctor Connors had both taken risks and had both made fantastic discoveries for science and for mankind. The rat squirmed as he was injected with 0.2 cc of the Jupiter Spores.

Warren and Peter stepped back to watch. Gwen Stacy and Debra Whitman continued their own duties in the lab. It was only minutes before the first effects were seen. The uninjected rat was squeaking and clawing at the cage. The test subject was rolling its hackles and snuffling around, it was swelling, growing bigger around the haunches and shoulders. Muscles rippled under short white fur. Peter was on edge, expecting his spider-sense to set off like a fire alarm and the rat to triple in size and leap through the flimsy steel wire that formed the rat's cage. He was overly sensitive.

It was after ten minutes that an equilibrium had been reached. The panicked rat had calmed down and taken her scratched up claws from the bars. The test rat had grown about fifteen percent in mass. It was walking around and acting like a normal rat. Peter let out a breath and Warren excused himself for a giggle of childlike wonder. "This is amazing Doc!"

The control rat approached the test rat and as soon as the smaller sniffed the larger, the test rat attacked. She squealed in something that sounded like glee and killed her cellmate. Peter's heart sank.

"A growth rate occurred at rapid rate..." Unconcerned with the fate of the smaller rat Warren recorded his observations into a small recorder. Peter felt sick to his stomach. " ... and heightened levels of aggression."

"Mr Parker, please, dispose of the sample." Warren walked away from the rat cage and back to his first workstation. Debra walked over with him, silently and instinctually adjusting knobs before Warren asked for it. Peter sighed. He carried the rat cage over to a glass fume hood and closed the window shut.

"This is always the worst part," Gwen stood next to Peter as he released the neo-atropine. She was right.


"That's fine Ms. Whitman," Doctor Warren was washing his hands, "You go on home, I'll be off shortly." His high school interns had left at 8pm. He had made amazing progress today and he was going to make considerable money tonight. Debra waved good night and Doctor Warren was alone.

"Good evening, Doc," Minutes later Blackie Gaxton entered the lab like he owned the place. He was dressed in a three hundred dollar suit and a million dollar grin. "I trust you're ready to receive the lady."

"Things are prepared." Doctor Warren announced, "And where is our guest?"

The beautiful young woman stepped out of the shadows from behind the doctor. "I'm here." Her face was obscured by her mask but her body was all but revealed in her fur trimmed catsuit. The zipper hung low revealing a generous amount of cleavage. Doctor Warren turned without the slightest hint of startlement or surprise.

"Excellent." He grasped his hands behind his back reaffirming the revolver he wore under his labcoat. "You understand the expense of this procedure?"

"I do." She moved like liquid sex, walking around Warren to look at Gaxton. "You can provide the benefits I'm looking for?"

"Of course," Warren assured her, "But I'm looking for more than research money."

"Oy, Doc! This isn't what we agreed upon."

"You'll still get your share Mr Gaxton." Warren kept his eyes on the cat burglar.

"What is it you're asking for?" Cat normally preferred the game and flirtation of negotiation, but she was impatient, heartbroken and in poor company.

"I require you to acquire a sample of Spider-man's DNA. Blood would be preferred."

"It just so happens, Doc," Cat smiled ravishingly, "That I am out for Spider-man's blood."

"Then we have our bargain." Warren offered his hand and Cat shook it. "Mr Gaxton, the woman should have her privacy for the procedure."

"Yeah, well, my brokerage fees are still due." Gaxton shrugged.

"The money's right here." Cat swayed over to where she had appeared so many moments ago and lifted a steel bound briefcase. There was a quarter of a million dollars within. Gaxton took it from her and moved into Warren's office to count it. When the blinds were pulled, Warren turned to Black Cat.

"You'll need to remove your top, I want to check your vitals before the injection." Cat hopped up on the black counter of the cleared workbench. She unzipped down to her navel and slipped her hands from her gauntlets and sleeves. Her skin was fair and gorgeous, her platinum hair fell strikingly around her flirtatious grin. Warren looked on her clinically. She was one of the best specimens of femininity he ever lay eyes upon. The breasts contained within her black strapless bra were unparalleled. He silently thanked that she had opted against his mammalian mutagen.

She shivered as his cold stethoscope was pressed over her breasts and against her back. The thermometer left a metallic taste under her tongue. The bright light in her eyes made her blink. After a few more cursory tests Warren announced that she was a specimen of health.

"So we can move on to the main event?" Cat demanded impatiently.

"Of course." Warren picked up his injection gun and two vials of liquid, the first was a pale pink and labeled Jupiter the second was an effervescent green and labeled nanobots. Cat allowed the gun on her upper arm as the green and then the pink were injected into her. After touching up the rivulet of blood with a cotton swab and a Band-Aid, Warren instructed Cat that she could dress herself once more.

"I don't feel any different," She announced as the zipper rose up higher than usual on her chest. She cricked her neck and rolled her shoulders. She wiggled her toes and arched her back. Nothing.

"The nanobots keep the enhancers suppressed," Warren said with a presumptuous smile. He pulled a small black controller from his pocket. It looked like a garaged door opener with the button painted as red as a rocket's self destruct. Cat let out a surprised howl. Doctor Warren had pressed the button.

Cat leapt to her feet, landing an unexpected twelve inches further from the table. Her body swelled under the catsuit, she grew an inch in height, struggling for breath she had to unzip her breasts. Everything was bigger! She retained her feline slimness but achieved pantheric muscle. Her agility, balance, reflexes and strength were drastically improved. She even looked sexier. Her surprise melted into supreme confidence, she whipped around the lab under the amused grin of Doctor Warren. He pressed the trigger once again. Cat diminished, her body reverting to its original state in only a matter of moments. A feeling of weakness overcame surprise and disappointment. She turned angrily towards Warren. He tossed her the remote. "The control is in your hands. There is only one other remote, an override in essence. It is yours on the delivery of Spider-man's blood."

"Don't lock it up too tightly, Doc," Cat looked as if she had caught the canary, "I'll be back for it very soon." She pressed her button and made a leap for the skylight, thirteen feet above. She reached it cleanly, pulling herself through the window she had earlier opened and disappeared into the New York night. Gaxton came out of the office.

"Always a pleasure, Doc." Blackie smirked. He had a manilla envelope full of fifty grand in his breast pocket.

"Of course, Mr. Gaxton," Warren smirked in pride, "I look forward to when we work together again."

"All we need is a few more backers like Kitty-Kat there." Gaxton waved his good-bye and left via the front door.

"Or better, one more like The Big Man." Warren cleaned up the evidence, set the alarms and turned off the light.


Another stellar day at school. Parker's sock were still soaked from the bucket he had stepped in. With his Spider-sense it would have been easy to sidestep. Secret identities sucked. Parker got on the bus behind Gwen. She had just kissed Harry a melancholy goodbye. Peter had been mostly alone all day. MJ had been around to confirm picking him up at seven thirty, but otherwise the only person who had exchanged words with him, as opposed to at him, was Mr. Aaron Warren, his biology teacher. Hoping for a step away from boredom he sat down next to Gwen.

"Hey there stranger," He said. She looked unimpressed. However, since MJ had dolled Gwen up and convinced her to wear contact lenses, the blonde had been unable to successfully give Peter, Harry, or her father "The Look." It made her feel naked. Not that she'd mind feeling naked with Peter. She couldn't keep the blush from her cheeks so she turned to look at her feet.

"Hey, Peter. How're things with Aunt May?" She picked a neutral topic in the hope that she could calm down a little.

"She's doing well, getting stronger every day. Her cookbook is selling well, which is good because my Spidey versus nobody pics are only getting me page thirteen paychecks." Peter sighed, slouching back in his seat. "But she's doing well and there are no supervillains flying around blowing things up so I shouldn't really complain, should I?"

"I think everybody should be entitled to a good complain once in awhile, even when things are going well." Gwen smiled, she'd have squeezed his hand but contact with Peter just made her feel guilty with Harry. It was the most frustrating thing she had ever lived through.

"Well I've easily gone through my quota these last few months," Peter declared. He fumbled for a topic."Are you going to the Oscorp thing tonight?" It was the wrong question because Gwen looked back to her shoes.

"Yeah, Harry got me a new dress. It's too soon, his dad only died last week! And he has to put up with all these people trying to swoop in to rob a still warm grave." She was livid and so was Peter. Though he was still mad at himself for Norman's death. It was like ice in his veins.

"Well if you need support, I'll be there. Taking pictures." He left out the Ned Lee's Goblin angle.

"Oh?" Gwen perked up a little, "Be sure to say hi to Harry. He needs his friends now."

"Of course," Peter understood. He knew what it was like when he lost uncle Ben. Sometimes the feelings would just catch up to him, shut him down for a few moments. It was Uncle Ben's words that kept him going. Great responsibility was a heavy burden at times but it made him the man he was today.


The afternoon at the lab lazily rolled into an evening at home. Aunt May fussed as Peter settled into his uncle's old tux. May was absolutely ecstatic that Peter was again going out with MJ, to the point that she said a call before 10 would be sufficient to buy him an hour and a bit passed his usual curfew. Peter looked at himself in the mirror, performed all the combing his hair would allow and made sure to clip the press pass on his chest. His bowtie was crooked and his shoes could be shinier but he did look good. The doorbell rang.

"I'll get it!" He shouted to his aunt as he took their thirteen steps in four paces. He opened the door. Mary Jane Watson was a knockout. Her black dress was cut low. The dress came down to mid thigh just over the lacy tops of her dark stockings. Her legs ran sleekly down to her jet black heels. Rubies shined in her ears and a glittering gold chain was looped obliquely on her hips. Her dark painted lips and shadowed green eyes gave Peter's heartbeat a nervous stammer. She had one hand on her hip, the other brushed aside her red bangs. She repeated the first words she had ever spoke to him. "Face it, Tiger, you just hit the jackpot."

With a shouted goodbye over his shoulder, Peter and Mary left the Parker residence to the Volkswagen in Anna Watson's driveway. "All excited for our wild night?" MJ asked as she put the car in gear and headed out into Forest Hill's evening traffic.

"I just hope you can keep up with me," Smirked Peter. Man, was she gorgeous, the little things were causing his heart to pump superheated steam through his veins. The way her thigh tightened when she stepped on the clutch. The early moonlight playing on her glossy lips. The gentle swell of her chest captivated Peter with every breath. He kept his smirk and his humor.

"You're in for one exhausting night, Tiger, if you hope to wear me out."

"You'll be amazed at my stamina." The obvious flirtation colored Peter's cheeks and cocked MJ's grin.

"Amazing? You're sure that's the word for you?"

"Some prefer spectacular." Peter reclined his seat slightly, "But, Red, tonight you get both."


Harry stepped out from behind the curtain with Gwen following a pace behind him. He was wearing a six thousand dollar suit with a green tie over a green silk shirt. His face was counterfeit civility. He prepared for an evening of shaking hands and hearing worthless condolences and platitudes. His mother was already out there, a glass of red wine in her hands as she spoke coolly with a giant of a man. Bald and in a garish white suit. Gwen caught up and he wrapped his arm around her. It was a possessive gesture, she felt warm and smelled great and Harry didn't notice.

The room was the large hall at Oscorp. The domed roof of steel and glass let moonlight filter through the chandeliers casting an ethereal spiderweb of lights across the whole room. Tables dotted around the green and white tiled floor clothed in white and illuminated with two headed candlesticks. The guests were dressed in their frivolously expensive best. Most were there to be seen, only a few there to assure their investment carried. Oscorp belonged to Harry Osborn, but his shares and influence were in trust until his twenty-fifth birthday. With almost nine years to milk Oscorp's cash cow the rats had come out of the woodwork. Security was tight, large men in black suits and darker sunglasses stood at strategic positions. The upnosed uptown crowd saw through them, more statuary and colour for the event.

Peter Parker arrived at precisely 8:08 in the pm. His left arm was linked with the lovely Mary Jane Watson's and his right was pushing his press pass into the mitt of a particularly stubborn security.

"The two from the Daily Bugle arrived fifteen minutes ago," He said sternly.

"Look, I was asked by Ned Lee to be his official photographer tonight. The pass in my hand declares that. I can see Ned over there talking with Mrs ... er Ms. Osborn." His tone tumbled into a mumble. MJ squeezed his arm and Peter rallied. He picked the sixteen megapixel camera out of his coat pocket. The investment of his money.

"Look, the list says Daily Bugle (2)," The large black man said in slow frustrated syllables. Dealing with a teenager may have been better than a Doctor Octopus attack but the security guard would have welcomed the challenge. "And it's checked off with two check marks. That means both press members have arrived."

"But how could they! Oscorp only issued two press passes, one to Lee and the other to myself." He waved the ineffectual placard under the darkened glasses with frustrated fervor, "If one of these is still out here than how can both Bugle members be here already."

"Sir," The security man's patience was wearing thin. Luckily, a striking brunette in a daring blue dress placed a hand on his shoulder. She flashed an award winning smile and then turned to Peter.

"Peter!" She opened her arms and gave Peter a hug. MJ stepped back to give them room. The smile on the redhead's face was training for her dream to become an actress.

"Hi Miss Brant ... er Betty." Peter said when the brunette stepped back, "You look amazing."

"You clean up nice yourself." She looked over to the redhead. "And who's your friend?"

"Oh, right, Betty this is MJ," Peter exchanged names with overenthusiastic gestures feeling unnecessarily guilty.

"Oh? Betty from The Bugle?" MJ lit up with a gorgeous smile, she picked Betty's offered hand in both of hers. "You're the girl Peter dumped before taking me to the fall formal. Oh I'm so sorry for you. You lost out on a great guy."

"Peter?" Betty's smile was accompanied with the harsh grind of teeth. "I was going to clear up this little Bugle security mess for you-"

"Betty! she's teasing! Besides Aunt May dumped you so I'd have to go out with MJ!" Peter's explanation had the security chuckling unprofessionally. The redhead turned on Peter with a cobra's smile. Betty wasn't looking much happier.

"You make it sound like I'm some sort of pity case your aunt pushed on you." Peter squirmed.

"You make it sound like I'm some sort of weeping girl who missed out on attending a high school dance." Peter calculated how fast he could get out of Oscorp at top web-swinging speed.

"Parker!" Peter's savior appeared in a blue blazer with leather patches on his elbow. Ned Lee looked underdressed next to Betty, whose waist he encircled his left hand, let alone all the swanky billionaires mingling in the hall. "C'mon let's get that camera of yours on the go." Ned released his grip on Betty after an affectionate squeeze. Then he was off, he had ideas, questions and instincts. He was after the goblin.

Mary and Betty looked at each other. There was a moment of silence and the security guard imagined the sexiest catfight he might have ever seen. Both girls let out uproarious laughter and Betty beckoned MJ to follow her into the hall. Sighing, the security guard adjusted his clipboard to read Daily Bugle (2 + dates) and squiggled another two check marks onto the board.

The crowd was a literal who's who of the New York scientific R&D. Great scientists and businessmen had flashy women on their arms. Alcohol flowed greatly and more than one man looked unsteady in his shoes. Peter snapped pictures of everyone, making sure to get Emily Osborn and Harry from several different angles. Gwen's sad smile haunted his memory stick. Ned Lee zigzagged through the room, stopping and asking a routine set of questions to all the bigwigs. "Oh, poor Norman Osborn! The world will miss such a great man." Was the flashcard talking point on everyone's lips. Tri-corp's (Osborn's biggest competitor when he was alive) president Spencer Smythe didn't even have the decency to hide his self-satisfied smirk. His words were the same but only because one had to watch how they were quoted. The man oozed smugness and triumph. Peter would have thought he would have been the man to keep his eyes on, except for one other shill.

"What do you know about Roderick Kingsley?" Peter asked of Lee after they spoke to Alistair Smythe. Alistair was not much older than Betty, committed to a wheelchair and half in the bag. His father, Spencer, doted on him and Alistair grumbled ungratefully.

"The perfume guy?" Ned scrunched his nose as he looked over to Mr Kingsley and the drop dead gorgeous blonde on his right arm. "Made his fortune off of fashion and cosmetics. Not known as the nicest of businessmen but few nice guys make it into the Fortune 500. He's kind of known for crushing start up designers and cosmetics shops and then acclimating their ideas. He's had quite a number of those complaints thrown out of court. More importantly, the girl on his arm is Lily Hollister. I could tell you much more about her."

"Lily Hollister? The supermodel?" Peter kept the appreciative whistle to himself. Lily was a five foot eleven before her heels. Even with those she was still short next to Kingsley. Kingsley presented an air of thin, foppish, civility. Somehow his height and size just didn't seem as intimidating as they deserved. "Rich guys have all the luck."

"Tell me about it." Lee agreed defeated.

"Tell you about what?" Betty and MJ appeared on either side of the Bugle's reporting team. Peter accepted MJ's offered punch. Lee accepted a glass of champagne from Betty.

"Just admiring the life of the rich and sordid," Peter sipped his punch. He was definitely interested in Kingsley. The fashion magnate had earned the eye of Spider-man when he had purchased the specs to mass produce Rhino armored soldiers. He had sunk 500 million dollars into that morass. Ambition and retribution. He had the most to gain from the takeover of Oscorp.

"Its not all its cracked up to be," MJ said looking around. Her dress and body was a match for any woman in the room and hers had cost chump change compared to some of the others. The elegant gray gown on Emily Osborn had to weigh in at over ten gs. "C'mon, Tiger, take a bit of time off to join me on the dance floor."

"You too, Ned," Betty picked the emptied glass from Ned's hand and deposited on a nearby table. The girls led their men to the area cleared for dancing. The slow jazz songs had a dozen couples moving romantically. Peter took MJ's hand and settled another on her hip.

"I needed this night out, Peter," MJ moved in close and leaned her cheek on his shoulder.

"I know," Peter absorbed the scent off her hair, "I'm just glad that I'm actually having fun at a Bugle job." Peter's eyes wandered to where Gwen was standing next to Harry. Harry was shaking hands, introducing Gwen. Her eyes met Peter's. He tried to smile and so did she. Neither succeeded.

"It's got to be at least a little fun, with Spider-man," MJ inquired. Truthfully she had a Spidey poster, it was rolled up in her closet and not on her wall. It had been hard to look at it, knowing Spider-man had put Mark Allan in prison. No, Mark had put Mark in prison.

"It can be," Peter admitted. The thrill of web-swinging across New York was second to none. He even liked the fighting, the rush of adrenaline, the thrill of victory. Not so much the hitting, but everything had its drawbacks.

"Can you just imagine what'd be like to have Spider-man's powers?" MJ wondered, "Do you think you could resist the temptations? Be a good guy like him?"

"I don't know," Peter smirked, "I'd like to think so. I don't think I could let down Uncle Ben or Aunt May."

"Yeah, you would say that," MJ smirked, "I'd be straight up supervillainess. Capture myself a nice little harem of attractive boys and live like a queen." The smile on her face had Peter giggling.

"Well, so long as you kidnap me early, I won't be insulted." Peter snorted. A couple of the other slow dancing couples gave him condescending looks.

"Eh, we'll see tiger," MJ laughed herself. The song slowed to a close and the dancers and many of the spectators fell into polite but genuine applause. MJ bumped Peter with her hip. She nodded to where the Osborns and Gwen were taking the small stage. Harry stood a step behind his Mother's right shoulder. Gwen took her place behind Harry. Harry and Peter exchanged nods. MJ and Gwen made small waves to each other.

"Thank you all for coming tonight," Emily's voice was lilting, a sign of the red wine. She seemed apathetic, neither effecting a mask of civility or displaying any honest emotion. "This has been a trying time for us, and your support and affection has been most welcome." Ned appeared and Peter's shoulder, hand in hand with Betty. Peter slipped out his camera and Ned pulled a notepad from his breast pocket. "But we are here tonight to welcome a new interim CEO for Oscorp. Like many of you, he, in this time of crisis, has done his best to keep Oscorp afloat. I thank all of you for your many contributions and interest."

"Where's Donald Mencken?" Peter asked Ned.

"Who?"

"Mencken, he was Norman's second in command. Had access to more of Oscorp than anyone else." Peter informed, doing his best to keep his voice low throughout Ms. Osborn's speech.

"No one's seen him since the Goblin incident." Ned recalled. "Hey, that's a lead I'll have to run down. Thanks Peter." Betty made sure to pinch Ned's side when the intrepid reporter got too intrepid.

"He is a man of vision. He is a man of passion." Emily read blandly from her cue cards, "He will carry Oscorp into the future. Please, welcome with me, the new Chief Executive Officer of Oscorp: Mr. Roderick Kingsley."

The applause seemed as forced as Emily's display. Kingsley left his supermodel date by the side of the dais and walked up to the podium. Peter made sure to snap several pictures. Including the warm and visibly sincere hug Kingsley offered Emily. Harry's scowl was caught in several pics.

Roderick Kingsley faced the crowd and saw several unhappy stares amongst a sea of sycophants. Smythe he had expected, that kid next to the redhead made no sense. He had a camera and was standing next to a newspaperman. "I'd like to welcome you all to a new era." Kingsley had no need for tiny cue cards. "Oscorp will continue to march ahead of the curve, bringing the future to the present." He rambled off a hopeful and emphatic speech with nothing but pointless buzzwords. He was a shrewd man with a keen eye. He saw the world laid out before him and he was ready to rule it. The applause he received after his brief say-nothing speech was raucous. Wearing a self satisfied smirk, he thanked Emily and Harry. The band picked up again.

"Alright! Now we just need a proper interview with Mr Kingsley," Ned was excited, "And we'll be set to enjoy the dates we unprofessionally brought with us."

"Great minds think alike," Peter agreed.

"Fool seldom differ." MJ caused Betty to laugh at their boys. Ned gave Betty a quick kiss and then was off. Peter and MJ exchanged knowing smiles and Spider-man ran off from MJ for the second time.

"So tell me about you and Peter," A territorial look covered Betty's smile as she led MJ to the refreshments table.

"I'm sorry, Mr Kingsley will not be speaking to the press at this time." the muscled wall in the black suit and sunglasses stood between Ned and Kingsley. Peter had tried cajoling. Ned demanded the rights of the press. Kingsley's personal security didn't budge.

"Grragh!" Ned Lee turned with a stomp. He wasn't a quitter but sometimes a step back was required before marching forward. Peter gave the security guard a stern look which resulted in a crick of Peter's neck. Tall men always learned to look down on short men. Peter wished to Spider-up and just show this meat shield a thing or two. He calmed down and followed Ned back to Betty and MJ. The brunette was laughing and MJ was animatedly telling a story.

"What're you ladies talking about?" Peter asked. When Betty met his eyes she couldn't contain herself. The crowd turned, wondering what could be that funny.

"Never you mind, Tiger," MJ smirked and grabbed Peter's arm. "Do you need him anymore or can I take Peter over to Harry and Gwen?"

"Go ahead, I have to rethink my approach anyways." Ned did this by leading Betty back to the dance floor.

Harry and Gwen were finally left alone by the throng when Peter and Mary arrived. Harry eagerly commented on MJ's dress. She looked stunning.

"Not as good as Gwen!" MJ stepped over and picked up Gwen's wrists. The blonde was spun, posed and dragged. Gwen was wearing a pink and white dress. it was much less revealing than MJ's. Gwen's knees and breasts were covered. It was shoulderless and came with matching long gloves. Gwen was unsteady in the heels.

"You look beautiful," Peter said awestruck. Harry immediately grabbed Peter and pulled him away from Gwen.

"You're taking pictures?" He asked, almost hurt.

"Yeah, The Bugle had to send somebody, I figured I'd be able to check on how you were holding out as well."

"Thanks, Pete," Harry admitted, "I'm glad to see you doing something worthwhile. Not taking pictures of that father killing Spider-man."

"Har-"

"Get one with me between the girls." Harry interrupted before Peter could contest. He slipped his arms around the waists of both girls. MJ warmly wrapped her arms around Harry's neck and leaned in. Gwen's uncertain smile looked paltry next to MJ's siren eyes.

"Say cheese!" Peter raised the lens and only Gwen followed instructions. The flash stung Harry's eyes. A side effect of all the months on the green. It wasn't nearly as bad as it was a few months back.

"Who is this lovely creature!" Roderick Kingsley appeared. Lily Hollister was on his right, looking stunning in a shimmering red dress. On his left was the dark haired security man. Kingsley picked up MJ's wrists and held them up. It was a warm gesture. Peter's hackles rose, territorial of MJ and wary of Kingsley.

"Mary Jane Watson, sir." MJ smiled prettily. She twirled in her skirt happily accepting the attention of the fashion mogul. Harry looked hungrily at the twenty-two year old Lily Hollister, his arm squeezed Gwen tight to his side. Peter stepped forward and the goon stepped in front of him. Kingsley waved the man down.

"Come now, Jason," Kingsley said with a hand resting on the black shoulder of Jason's jacket. "I don't mind getting my picture in the paper." Kingsley offered Peter a disarming smile. Peter wasn't cowed. MJ was again the center of attention.

"Tell me, Mary, I can call you Mary?"

"Please," Smiled the redhead.

"Are you familiar with my work?" Kingsley asked with affected humility.

"Of course!" MJ beamed, "These shoes are from your latest collection." She kicked up a knee to show off the dark shoe. Peter moved in behind her.

"What do you think Lily?" Kingsley asked softly.

"She's just darling. Gorgeous." Smiled Lily Hollister. "You always have a great eye."

"Excuse me?" MJ asked nervously, "What are we talking about?"

"You're future, Mary." Kingsley picked a silvered business card case from his breast pocket. He produced a rose scented card and offered it to MJ. "This will let you get in contact with our modeling agent." Mary Jane's eyes threatened to bulge out of her head, she looked down at the card.

"Tell them, Lily, vouched for you." The blonde pecked the stupefied redhead on the cheek. "Now Roddy, I believe you owe me a dance."

"Of course, my dear." Kingsley allowed Hollister to lead him away from MJ. Peter had captured several pictures throughout the conversation. Each time earning the unhappy eye of "Jason."

"Congratulations, MJ!" Harry gave Mary a quick hug and then urged Gwen to do the same.

"I don't know what to say," She still had the business card in her hand. Scratching it with her lacquered nail doubting its veracity. Peter scowled at Kingsley.

"Something wrong Peter?" Gwen asked, the only one paying attention to the webhead.

"Nothing I can put my finger on," Peter declared.

"Well if you're done with The Bugle, let's say we ditch this snore fest and go get something to eat." Harry declared.

"That sounds great," Peter said after turning to MJ who agreed with a nod.

"Cool, my treat." Harry said warmly. Peter shuffled off to find Ned and confirm.


The night belonged to the creatures that claimed it. Black Cat moved with celerity and grace. The satchel slung over her shoulder was loaded with precious gems and dog-eared bills. With Tombstone neutered and her own body responding so damned well, she had the opportunity and the inclination to perform heists that had been too taboo, too dangerous and too pricy.

The alarm at her back sounded only after she had exited the premises. The gap between security guards had given her a four minute window, impossible before augmentation, and now she had eighty-five seconds to spare. She purred warmly. There were a pair of Bastet earrings made of ancient Egyptian gold. They would match her Stuyvesant Tiger. Even in the moonlight, no one saw her success.


The four friends were overdressed for fast food fare. Peter carried the tray to the table. Harry's dollar meant his muscle. He sat down next to MJ and across from Gwen. Harry was telling a story to MJ while his hand wandered on Gwen's hip.

"And then there was this sickening explosion. The pumpkin bomb screams stretched out across the night. I felt sick to my stomach. I couldn't believe I had considered Spider-man a hero."

"That's terrible, Harry," Mary Jane wasn't feeling the fries she had been craving all night. She squeezed Peter's thigh as he filled the seat next to her.

"I'm doing OK," He said with a sigh, slurping from his supersized coke, "I don't know how things would turn out without Gwen." He kissed her on the cheek and she flushed. "But more importantly, You and Peter." He saluted his friend with his oversized drink, "And you look great tonight."

"Well," MJ said looking at Peter, "It's nothing so serious as that." Gwen felt a smile tugging but suppressed it. "We were both feeling down for losing our respective Allan's and needed a night out. But you're right, I look spectacular in this dress."

"Yeah," Gwen tried to be social, "I still can't believe that guy offered you a modeling job."

"What's not to believe?" MJ reclined, draping her arm around Peter. She blew on her knuckles and just looked as smug as she did pretty.

"No, it's not that," floundered Gwen, "you look great. But, I, ugh ... nevermind."

MJ and Peter shared a laugh and Gwen's cheeks turned a shade to match Mary's hair. Harry's brow furrowed. He kept his silence with a second bite into his chicken sandwich.

"This night has been great," Mary announced, "First we got some good news at that downer of a party and then we ditched all the stuffed shirts for some real--"

The shriek of police sirens rushed passed the restaurant and Peter shot bolt upright. He was wearing his Spider suit under his jacket. He was ready to tear out of there.

"Yeah, go ahead, Pete." Harry nodded. "I know you need those Spider-pics for your aunt." There was something double edged in his tone. MJ stood up and kissed his cheek. "Thanks for the great night tiger."

"Sorry, you guys." Peter directed his apology at Gwen and rushed out into the streets.

"I really don't know how he expects to catch up with speeding cop cars." MJ dropped back down in front of Peter's untouched nuggets. "Thanks for the food Harry."


This had become Cat's most successful night ever. It was just cresting twenty after nine and she had pulled three separate jobs. She had safecracked papers from Oscorp, she'd burgled a private collector's antiquities, and she had just plundered a roll of Tri-Corps blueprints. She was feeling invincible and not a little frisky. The cops were so far behind her she felt giddy. All the night needed was something to celebrate. Something physical. She really didn't have anyone for a dirty fling so she was gunning for dirtier fight. She could feel the blood pumping hard in her veins.

"Whoa Cat!" Spider-man shouted swinging around a skyscraper to get in line with Cat. The moment he was out of sight, she tapped the red button and shrunk down to her regular size and function. She swung up onto a ledge of gargoyles, where they had shared a sweet kiss. Her grapnel gun hissed as it recoiled its line. Spider slid down in front of her, eye to eye, nose to forehead.

"What do you want Spider?" She had her boost in her back pocket and in the power withdrawal and the memory of her father in prison. Her voice lacked the playful timber of their usual exchanges.

"Whoa, kitty, claws down. I'm not here to fight." He promised, lifting one hand out in mock surrender. Of course his other hand gripped is webline, "I'm just looking to talk."

"Then talk." She crossed her legs, her body was screaming for Peter to look at the curves and strength, luckily his hood allowed his eyes to wander without him getting caught.

"There's just been a string of burglaries," She gasped in fake surprise, "And their trail leads straight to you. I just wouldn't want you getting nailed for something you didn't do."

Spider's sarcasm matched his urge to play. Felicia kept the scowl of her face. Damn he looked good in the red and blue. Still, she preferred the black. "I'm not for getting nailed for even what I did do."

"Why cat! How could you!" Spider jested. The Black Cat stood up.

"You'd be surprised at how easy it is." With a press of a button Spider-man's early warning system kicked in like meth addicted marching band. She seemed to grow as her cross kick swung straight for his abdomen. Spider-man dropped his line, only in the nick of time before swinging under and up on the Gargoyle. He had lost cat. Luckily his tingles didn't. He rolled forward, using his wallcrawling to hang on the nose of the Gargoyle as the Cat's second kick grazed his thigh.

"Wow! Cat! Where'd you get so--" He rolled across the glass as she dove in a tackle. Her grapnel bolt shearing the concrete right in front of his left hand as she swung off and away onto another building. Well if Cat wanted to run, Spider could chase. Webbing and weaving they crossed three rooftops before they collided together once more. Peter swinging in, not as hard as he might against another opponent, to deliver a double kick to Cat's hip. He yelped, unable to twist out of the way as she cartwheeled over his torso, her bladed gauntlets tearing across his chest.

"Cat please!" He righted himself onto his feet and stared across and the cat licked the blood from her claws. The deep red on her lips and the sensuous motion of her tongue pushed Spider-man's thoughts of the battle.

"Oh, am I playing too rough?" She taunted. She seemed so much more imposing now. Her stance was light and ready for motion, but her body seemed to be rippling with power, and her breasts were fighting a winning battle against the zipper of her suit. Spider gulped.

"I'm not certain you're playing at all," He said and she pounced. Spider managed to cut and dodge around her claws, getting a grip on her upper arm and thigh. He had meant to twist and throw her across the roof, but the growl she made was closer to a purr and the virginal spider-man let go of Cat's leg. He was as red as his mask, under his mask.

Cat managed to twist out and strike back. Her long leg, sweeping out under the spider. Parker jumped vertically. Firing two blasts of webbing hoping to hold down the cat. Cat's grace overcome the attempted arrest and she kicked off a green cased transformer after the landing Spider. Spider managed to roll with the tackle. Cat overshot and received a solid kick to her lower back. The old cat would have splatted on the roof. The new Cat manage to turn her fall into a roll into a handstand into a scissor kick. Spider-man just about cleared cat's furred calves but the kick caught and Spider-man was deposited hard onto his shoulder blades.

"You're quick Swinger," Black Cat licked her lips. She had Peter's right hand pinned on the gravel ceiling while she sat straddling his hips. "Oh, is that your utility belt?"

The quick turn of her lips and erection pressing into her thigh slowed Spider-man's reaction. Slowed but didn't stop. His web shot out and grabbed the leg of a water tower. "Bad kitty!" Spider-man said as the elasticity of the web pulled him away.

Cat clung on with nails and legs and swept on bladed thumb to Spider's throat as they ended up on his feet. She purred against his mask. Her thumb cut an arc up from his throat and under his nose, the flap of mask falling away.

"Cat! Listen!" Spider-man didn't explain as he felt her wicked kiss press onto his lips. He was upright this time and he still experienced the rush of blood to his head. Cat nibbled his lip as she retreated.

"Look Cat," Spider-man stuttered and Black Cat shrugged, a playful innocence in her eyes. "I'm confused and--"

"Isn't it obvious swinger?" Cat pushed his back against the water tower with strength Spidey hadn't expected.

"Uh, no?"

"Cats like to play with their food." This time her kiss was force and passion and Peter's eyes were wide under his ripped hood. She had the taste of peaches on her lips and her tongue was as sharp in his mouth as it seemed in hers. Peter's shoulder slumped, his hands at his side. Uncertain, he kissed back but did not reach for her. She pulled back, his glassy eyes unseen. "Mee-yow!"

A crisscrossed slash from her claws shredded the front of his chest once more. The pain was miniscule and the cuts were light. Blood was dribbling down his chest. Spider recovered his wits and lost them immediately when Cat ran her tongue along his wound.

"Cat!" Spider gasped.

"Spider..." Cat bared her fangs and bit her way up over his chest to his neck. Her teeth and lips teased his bare throat. "You owe me."

"And you said you'd never forgive me," Whimpered the Spider-man.

"I haven't," Another scratch ran under Peter's arm. He yelped, and jumped kicking off the leg to throw himself to the other side of the roof.

"Sorry Cat, but I'm not your scratching post." Parker wheezed.

"How else am I supposed to get your clothes off?" She slunk forward, hips rocking as heel was placed directly in front of toe. Her reddened claws rolled the zipper down until Parker saw navel. He gulped.

"I'm flattered, Cat," He said not taking his eyes off of her breasts and stomach.

"I like you Spider," Cat closed the distance and tiptoed her fingers over the damage she had inflicted. Spider remained still, unflinching. He was poised to jump but the tingles were quiet. "You also make me feel frustrated, hurt, alone, angry and betrayed." This kiss was light. Parker looked to her eyes, they were wet but not tearing. He kissed her back this time. Frustrated, he understood, Gwen on Harry's arm was one of Cat's heels stomping right through his heart. Hurt, he knew, he'd lost his parents. He'd lost his uncle to Cat's father. Alone, more than anything. There were too many friends and family he'd lost. He couldn't even share Spider-man with the few he still had. Anger Peter held back, it made him sick and worried and reminded him of Venom. Anger was still inside of him, just neatly packaged and bottled away. Betrayed. He was the betrayer. He lied to everyone. He didn't save Norman Osborn.

"Cat, I'm sorry, I am." The mask hid the tears in his eyes. "But I--"

"Don't be sorry," Cat pushed him till his ankles were at the edge of the roof. "Be a man. Be Spider-man!" She bit his lip drawing more blood, the kiss so violent his Spider sense was sending tremors across his skin. He pushed her off of him. He drank in her curves and her body language. Peter was going to say no, but he couldn't. He wanted her, but more importantly he wanted to be her friend again. If this is what she needed, this is what he would give her. He reached for his mask.

"No," She ran her index finger over the back of his hand. Spider glove split behind it. "Leave the mask on."

Cat turned to run again. Spider gave chase. He was feeling lightheaded and horny. He watched the muscles wave under Cat's costume. The taste of blood and peaches on his mouth was tantalizing. Cat whisked around the water tower. Her leap towards Spider-man was tingle free. Soon Spider-man was on his back, cat astride his hips with both wrists being held above his head. Cat was much stronger and fiercer that Peter remembered. He could throw her off but the rough tongue riding up his neck was hard to deny. Should he? Could he? These were questions Peter seemed unable to answer. He was speechless, which was just as well because he was under the effects of the warmest kiss he had ever received. Cat, literally, had his tongue.

Cat receded, a nip at his injured lip and against his smooth jaw. Teeth raked over his throat sending gooseflesh all over his shoulders and back. He breathed hotly because he had no words he could muster. Cat let out a low growl from the base of her throat. She kissed his chest where she had so recently raked him. Her body was flush against Spider-man he could feel her heavy breasts settled on his abdomen. Her finger slipped down from his wrists. The sleeves of his spider-suit falling off in ribbons. She was careful enough to leave the skin reddened but unbroken.

"Cat!" Peter pushed and rolled until she was on her back and he was caught between her legs. Cat mewled impishly, fluttering her lashes and looking deep into Spider-man with her ice blue eyes. She taunted him, begged him and diminished him with one little laugh. Spider-man kissed her.

For the moment, Peter had controlled, he could push and she would take it. He tasted her lips and dueled her tongue. There was an acceptance, a driving force in Cat's seeming submission. Spider-man was fueled as he became more passionate. He stroked her long platinum hair. His exposed web shooters felt cool against Cat's cheek. She shuddered. He touched her mask and she responded by pulling him by the back of the mask into her. They kissed and sighed on the hard rooftop.

"I've never done this before," Peter forced himself to admit when he pulled up for air.

"Could've fooled me, Swinger." She balled a fist in the tatters of Spider-man's shirt and pushed him back onto his knees. She never took her legs from around his waist. She ground her insistent sex against his overexcited erection. Her back arched, showing off her gorgeous figure as she rose up onto his lap. She pulled her zipper down to the lip of her lace thong. Spider-man took the hint, sliding the soft leather off of her breasts. Two perfect double-D's rose before him the skimpiest of black bras. The hardness of her nipples visible in the small cups. Peter took them both in his hands and placed a kiss on her neck. Black cat was reclining back her neck, sending her praise and adulation straight up into the night sky.

"I love your hands, but you don't need to be so gentle." Her endurance and strength were superhuman, she demanded superhuman stimulation. Spider-man was nervous, these were the third and fourth breasts he had ever fondled. Liz Allan had been accepting but nervous. He slowly acclimated to Cat's demand. Her lips and her voice formed inviting O's. Her left hand lay on his right, encouraging him. Her right hand was impatient, ready to shear the rest of Spider-man's costume away.

Peter continued because Cat had all the right encouragements. Her voice purred and called and pleaded and thanked. Peter felt he could do no wrong. He had no removed her bra, only brought it above and off of her glorious breasts. Her nipples were erect and thick as pencil erasers, wide circles of color faded palely into the flesh of the tit. Spider-man mauled and suckled. His erection felt stronger as he lost himself in the incredibleness of Cat's body. She ground on his lap. Her own voice oscillating with pleasure. She wanted to wait no longer.

"Wow! Cat!" Peter was panting and lolling as Black Cat brought her knee up on the inside of Peter's wrist. She kicked high, slowly, letting her strong leg rest vertically on his chest for just a moment. She then rolled off of Peter and slipped immediately behind him. Peter looked back as Cat draped herself over his shoulders, her breasts pushing against his shoulder blades. She let her fingers wander down to his pants. The bulge was obvious. So much so, Cat could believe the newspaper pictures she had seen of the Spider had been doctored by censors. Her claws opened the costume on his thighs. Her teeth sank into his ear. She begged for his cock and Peter shook and stained what remained of his pants.

"Oh, Spider..." Black Cat mewled insulted. She pulled down his darkened pants and revealed the sticky diminishing member. Peter sat bolt upright against her when she took him in her hand. The nails threatened but never touched. Cat raised her sticky fingers and suckled on them next to his ear. Peter was quickly finding his second wind. Before he lost his mind again he jumped to his feet standing over the Cat on her knees.

"Cat, this was..." He didn't know what to say. But the look on her face was impatient and uninterested in what he had to say. She rose up on her knees, not all the way, she was taller than the Spider before her enhancements. She captured his balls in the palm of her right hand, bringing her lips to Peter's revitalization. She slipped a tongue around the head, cleaning up his unfortunate first time while she pumped the base between thumb and index finger. Her left hand dragged his pants to the tops of his boots. Peter surrendered kicking them off. He also ripped off his shredded top and let that fall upon the rest of his clothes. Black Cat licked the cream and Peter was fully hard once again. She kissed the head of his cock tenderly. Peter's gloved hands went into her hair. She expected he would drag her onto his manhood. He tilted her neck back so they were looking mask to mask.

"This is something I want," Peter sank down on knee keeping Cat looking into his face. "It isn't quite how I wanted it, but it is what I want."

"I--" Cat pictured her father in prison. Earlier, when she had attacked him, there had been nothing flirtatious in the assault. She wanted to hurt Spider-man but her dad's words echoed in her head with every blow.

"For years, the Cat Burglar took pride in never hurting anyone. I never even carried a gun."

She knew her dad would never understand, but she also knew she had to hurt the spider. The blood on her claws and the scratches on her back and the heat in her veins brought her to this moment. Eye to eye with the most caring do-gooding jack ass she had ever met. She wanted it to. They kissed again, like first time lovers. There was passion, but there was gentleness. Cat pulled Spider against her chest. She squeezed his tight ass and felt him smile into her lips. He let his fingers wander through her platinum mane. They retreated a moment and Cat spoke. "If you want me, take me Spider-man."

There was a heartbeat's hesitation in the Spider before he pulled the leather from her shoulders and dragged the catsuit down her arms. Cat snapped her teeth at him, taunting. She wriggled free of her gloves so the sleeves would not get caught at her wrists. She wasn't going to be tied up just yet. She stepped heels onto toes to slide out of her boots while Peter continued to drag the leather suit down passed her round ass and athletic legs. She was free, but for a bra pulled up over her breasts and a thong dark and dripping with her readiness. Spider knelt before her now and she grabbed him by the sides of his head.

Spider found himself lip to lip with Cat in a way he had never experienced. Uncertain and unwilling to admit it he dragged aside her thong. She stepped her left leg over his shoulder and reached back with her right hand to grab anything. Her knuckles turned white on the ladder of water tower.

"Swinger! Oh god!" Peter may not have been an experienced pussy eater but he was intuitive, a quick study and, most importantly, a scientist. He discovered through a run of trial and error where Black Cat shrieked, sighed, and gasped. His fingers, in their rough gloves. Explored inside. It was only a few minutes before the thief was rocking and grinding chaotically on Peter's face. Wetness rolled and dripped off his chin to his chest, stinging parts unhealed. Spider-man soldiered on. He parted Cat with two fingers, performing a come hither motion against the roof of her canal. Her nails, trimmed and lacquered but not made of steel, dug into Peter's skull. His Spider-sense tingled as Cat vibrated. She shrieked unholy hell and gushed over his upper lip and mouth. Spider stopped, and Cat collapsed forward, leaning over his head. Her weight slumped down on his shoulder.

"Ready for something more, swinger?" A minute or three had passed before Cat slid her leg off of Peter's shoulder. She reached down, steady as a surgeon, signs of her cataclysmic orgasm having vanished. Her hands gripped his shoulders and he was pulled up to his feet.

"There's no way I could stop now," Peter admitted pushing Cat backward. Her spine lay on the cold ladder and she arched off of it. Peter saw her rise on her toes, feet apart. He wanted to drive into her and make her scream right then. In his inexperience, he slipped on her drenched sex. Cat cooed to slow his drive. She took him in her right hand, leading him in. Her other arm wrapped on his shoulders, elbow behind his neck. She looked him dead in the eye as he pressed into her. As he bottomed out her eyes closed and her mouth opened. She exhaled sweetly. Peter kissed her then.

Black Cat directed Spider-man with the roll of her hips. She now had him at the base of the spine. He gripped her by the right breast and the ladder by the third rung. Push in breath out, slide down breathe in. There was something indescribable to Peter. Cat slowly encouraged him faster. She bit down on his bare throat and smelled the Spider-man scent that came off his flesh. She adored the sweet smell of coppery blood, the light musk of Spider-man set her spine tingling. Her tongue traced under the ridge of his jaw. She kept closing her eyes as he pushed into her.

She was tightly gripping him. It was like she was made for him. Perfect in the way she held him. He wasn't sure what to think. Until he panicked. "Cat, I'm not wearing a condom."

"I'm not sick," She promised. But Peter was slowing down, paranoid or scared. "There's condoms in my belt, swinger. Go grab one, if you'll feel better." She kissed his cheek and he slid out from her. The disappearance of his cock felt like when she turned off her power boost. She felt weak and scared. She wondered as Peter scrambled after her windswept catsuit. She didn't mind watching his legs and ass.

"Got it!" Peter found her belt quickly. The first few pockets had tools he'd rather not think too hard about. She was a thief after all. He turned back to her running across the gravel. She caught him in an embrace and kissed him. They tossed their tongues against each other with everything they could. Cat bit his lip on the retreat once again.

"Keep that up and I'm going to start liking pain," Warned Spider-man.

"That's plan B. Let's not get ahead of ourselves." Cat plucked the wrapped condom from his fingers. She tore it easy and sank down on her haunches and rolled the prophylactic down to the base. She held him in her left hand as she rose up. Her right index finger stroked up his throat and under his jaw.

"Cat--" Peter tried stepping in to press her back into the water tower. Cat kissed him no. She turned, bending down to grab her ankle, displaying her reddened dripping sex to Spider-man. She purred appreciatively when he braced himself on her left ass cheek and rose up towards her sex.

"You'll have to bend your knees a bit," Spider-man said, embarrassed, but Cat eagerly complied without a smirk or a joke. He felt himself inside her and immediately understood why so many people complained about condoms. It felt great, warm, tight, but the feeling of perfection was gone. He tried to recover his rate, but he was feeling impatient and quickly gathered more speed and force that he had on his first go.

"No need to hurry, swinger," Cat rose up, still bent at the knees and braced herself on the water tower. Her voice was ragged from the slapping of Peter's hips against her ass. Spider-man's strength was far beyond human and if Black Cat pressed her red button, she'd very likely be injured. She loved it. She cajoled and begged and used words that made Peter blush. He folded onto her back, reaching down to grab her swinging breasts. He pulled back and used his teeth to discard his gloves. The web-shooters were still there and they chilled Cat's belly. He squeezed her breasts, in love with their firmness and the hardened nipples. Cat called out Spider-man! She grew even tighter and there was desire splashing out of her with every outstroke from the Spider.

"Cat!" Spider-man was grinding his teeth, holding back as best as he could. Holding back his orgasm. The collisions of his hips and Cat's ass were echoing out into the New York night. This could be a show for some one in one of the nearby buildings but Spider-man couldn't care. So long as his Spider-sense stayed calm. He felt a pull, muscles tightening, in the sole of his right foot. He whispered something foolish against Cat's shoulder blade. She responded with need for his cum. Her knuckles were white on the ladder of the tower. Her voice was hoarse. Her balance was shot. Her right leg kept wanting to straighten. Her twitches were rotating her pussy around his spider. He let out one last "Black Cat" and then let out the last of himself.

Peter leaned down atop of Cat's sweaty glistening back. He had spent himself inside the condom. This hadn't been how he thought he would lose his virginity. It was very close to a few of the ways he imagined he would.

"Oh, swinger," Purred Cat. She lifted her left hand and stroked his mask. Her claw running down across his lip, thankfully not shredding his mouth as she had so much of his body, "You rocked my world."

Peter swelled with great personal pride. His spider-strength had left her backside glowing red. He fell back onto his ankles, letting her turn around. She lowered herself to straddle his thighs. She brought her mask down to his eyes and kissed him once again. Light and simple. She leaned back. He tried not to stare at her breasts and the bright red marks his enthusiasm had made. "Cat that was--"

The jingle rolling out from his uniform's pants made the hairs on the back of Peter's neck stand up. Black Cat was quite amused with his instant rigidity. The grin on her face could not have been prouder. "Your wife calling?"

"No, this Spider's a lone wolf." Crud, crap, shit! Thought Peter, he promised he'd call Aunt May before ten. He had lost track of time. "That's just an alarm, there's somewhere I had to be a ten."

"Oh," Cat let her fingers wander over Peter's lacerations. The blood had dried, but all the friction and sweat made his whole body sore and sting. "Well don't let me keep you." She gave him another kiss. His spider-sense roared and she left another set of claw marks on his back shoulder. He hadn't seen her pick up her glove.

"Ow! Cat!" He turned and grabbed his wounded shoulder. By the time he turned back towards her the Cat was gone, as was the catsuit that had been flying like a flag on the water tower. He smirked for a moment and then rushed over to his pants. Quickly, he dialed Aunt May.

"Peter?" She answered a mite worried, "Where are you, MJ got back a half hour ago."

"Oh, uh, yeah, I got held up taking pictures for work. I'm on my way home right now."

"Well, I know spring break is starting but you still have your curfew. Hurry home."

"Will do. Love you Aunt May."

Peter swiftly gathered up his costume. He sighed. With a thwip, he swung, instantly feeling all the nicks and scratches Cat had left on him. It wasn't fun swinging back to where he stashed the Tux.

"Aunt May?" Felicia Hardy had not run off naked, she had just ducked to the other side of the water tower while she slipped back into her costume. She found it wouldn't fit if she didn't shrink down first. "Did I just--I just screwed some school kid with a 10 o'clock curfew." She felt guilty and a little sick, but she swallowed that back down. She pulled off her right glove, there was an ampule behind each claw. Every ampule was filled with Spider-man's blood. She worried. He couldn't have been that young. He felt like a full grown man. Oh God! She was turning red and turning green. No, Spider-man was still the one who kept her father in prison. She had managed to settle her debt, get closer on her crush and pull three other jobs. So what if she just banged a high school kid. She was just 19 herself.

She fought with herself back and forth for a few moments. She rallied and headed back to the gargoyle where she had left her satchel. There was a small Styrofoam cooler filled with dry ice. She needed to get the fresh blood into it quickly. She felt dirty, and not the good kind of dirty.


Doctor Miles Warren was characteristically working late. He had begun tests on other types of electrolyzed DNA. There were difficulties in each stage. Primarily he was interested in arthropods. Spider-man showed no outward signs of his animal nature, where The Lizard and Kraven The Hunter both became mockeries of the animals from which they were adapted. Also the Lizard's primitive nature had affected Curt Connors' brain but not Kraven's. He seemed to be getting nowhere. Well that wasn't true, part of science was ruling out what didn't fit. Even had he been paying attention, he would not have noticed The Black Cat drop in through the skylight.

"Doctor Warren," She said, rising to her full height. She was in her normal form. She hadn't reverted since she had climbed back into her catsuit. She was too sweaty and dirty to risk growing and pressing more of that offal into her skin. She wanted a shower.

"Oh, hello miss." Warren turned around, if he had flinched she had not seen it. She could tell, however from his stance that he was reaching for something in his belt.

"I have your samples." Cat extracted the small Styrofoam container from her satchel and placed it on the table. "The remote please."

"A moment," He walked over the Styrofoam but Cat scratched the black surface of the workbench with her claws. The whole room shrieked atonally. "I just want to examine a sample to assure its veracity."

"Of course," Cat opened the cooler and a wave of sublimated CO2 rolled out over the desk. Using the oven mitt offered by Doctor Warren she lifted out one of the ten ampules. Warren accepted it from her in a pair of tongs.

"Hmm," Warren said after examining a drop on a glass slide. "There is definitely something here. He then picked a test tube full of gene cleanser. Using an eyedropper, he applied six drops to the ampule and made another slide.

"Convinced?" Cat asked impatiently.

"Very." Doctor Warren offered her a congratulatory smile. "The remote is in my office." He turned towards the door and cat appeared over his shoulder. She smelled of blood, sex and tears. Warren said nothing. In his office, in the top drawer of his desk. Cat could have picked that lock with french fry, was the second remote. Identical to the first, except for a blue button.

"What's this button do?" She asked, expecting some underhanded scheme.

"The nanobots hold a cure. Press the blue and a gene cleanser will sweep your bloodstream killing all non-human DNA." Warren pushed up his glasses. "I trust that now that we're even, you will consider my laboratory off limits to your thieving."

"I'll certainly consider it." Cat smirked and rushed out the skylight.

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