Chapter 1

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

Desc: Fan Fiction Sex Story: Chapter 1 - Having quit The Daily Bugle, Peter Parker has been forced into taking another job. Of course supermodels are a bit more fun to shoot than friendly neighborhood Spider-men. Spider-mans? Spiders-man?

It was habit. This day of all days. Be awake. Be alert. Be prepared. Peter looked over at his alarm clock, wishing that the blinking 6:02 was in fact a bucket of ice water over his head. Today was war. Today was Uncle Ben's favorite holiday. Today was April Fool's Day. Peter needn't wake up for another hour and a half. That was when his alarm would sound.

Not that it would have been fair this year. Peter's spider-sense may have finally evened the score between him and his uncle. Sighing, unable to return to sleep, Peter stood up, slipped his feet into a pair of socks. His spider-sense opened up the moment he touched the door. He ducked, shoulders down, feet apart, ready to spring and ready to pounce. He turned with his door. Keeping out of the way as the banana creme pie flung into his empty room.

"Oh, Peter!" Aunt May laughed as she stepped in after the pie that had smeared across Albert Einstein's face. "I figured you'd need some cheering up, so I—Peter."

Peter was on the ground, holding his belly, laughing raucously. There was only one rule on April Fool's Day, don't ruin what Aunt May cooked.

"I never really did follow your boys' rules." She wore a wistful smile and a warm robe over her pajamas. "I had a feeling you'd wake up early. I made breakfast."

Peter collected himself and followed his aunt downstairs. It was early. He was still wearing his undershirt and boxers. The kitchen smelled wonderful. Aunt May never was one to take things too easy. If Doctor Bromwell's latest checkup hadn't been so good, Peter might have lectured her.

Big breakfast sausages, steaming porridge, strips upon strips of bacon, coffee biscuits still too hot to touch, freshly squeezed orange juice and diced strawberries cooked into pancakes. Aunt May sat cozily behind a cup of fresh coffee and topped her bowl of porridge with some high quality yogurt.

"This is so much," Peter sucked his burnt fingers as he waited for the biscuits to cool.

"I was thinking of him," Aunt May wore a sad little smile, "I used to love how he'd con you out of the last sausage by letting you off on some chore he had already got to himself."

"Yeah," Peter was piling high his plate. There was so much, even had Ben been there that morning, some of it would be tomorrow's breakfast. "I use to love how he'd find some way to get you to fuss after we'd all sit down, just so he could ask you to get something for him."

The pair shared a little laugh at Ben's famous acts of heartwarming gluttony. Peter crumbled his bacon into the porridge and forked a sausage into his mouth with his other hand. May always wondered how he managed to multitask so well at the table.

They sat at the table for nearly an hour, recollecting Ben's greatest pranks. Peter imagined he was ballooning like the blueberry girl from Willy Wonka and the Chocolate Factory. The Gene Wilder one of course, Peter's allusions were always slightly dated. There was a sharp knock on the door.

"That's the papergirl," Aunt May was about to get up and then smiled, "Peter, be a dear and fetch the paper, please." She pulled her chair in closer to the table.

Aunt May was not the best at hiding her mischief and Peter couldn't help but crack a smile as he walked. Peter pushed his hand on the front door. His spider-sense humming. He wouldn't ruin both of Aunt May's pranks. He stepped forward pushing open the door, feeling invincible. The bucket of warm water crashed down. Mary Jane Watson shrieked in surprise, her finger hovering above the door bell.

"MJ!" Peter's eyes exploded in surprise. His undershirt was a little wet from the splashback but MJ's t-shirt was clinging to her body and causing her cold crinkled nipples to push through her shirt. Peter quickly looked up to her face. She seemed caught between disbelief and anger. "Uh, April Fool's."

She was hit in the back of the head with the latest Daily Bugle. The twelve year old girl on the bike yelled a "Good morning!" and readied her next projectile for Anna Watson's door.

"Oh, Mary Jane, good morning," Aunt May had scurried over at Peter's cry. Peter had picked up the newspaper and was trying not to whistle like he was conspicuously innocent. Aunt May gave a warm grin and an "April Fool's!" to the redheaded neighbor and marched her to the kitchen table. May seemed to already have a large bath towel for the girl to clean up.

"Would you like some breakfast? There's plenty." Aunt May fussed about grabbing another plate and heaped a plate for their unexpected guest.

"I already ate," MJ replied, looking ravenously at the stack of food. She had been put on a pretty strict diet since working for Ms Vaughn-pope. It was a healthy enough diet to maintain her figure and her energy. Mary Jane always felt like she was just starting to be hungry.

"Oh, well at least have a biscuit and glass of juice," Aunt May shuffled around and set the biscuit on a saucer, it still steamed when she broke it open. MJ could not protest as the smell tickled her nostrils.

"I'll take the biscuit but just water please." The redhead rallied as Peter sat back down opposite of her and audibly enjoyed another sausage.

"What brings you over so early?" Peter managed to ask after Aunt May finished her zipping about. The elder woman was putting leftovers into tupperware and humming to herself. Her single mindedness gave the teenagers a convincing illusion of privacy.

"Oh my God!" MJ said in recollection of her early morning excitement. Or the biscuit was just that good. "We got the billboard! The one for Parfum D'Ete![1]"

"That's amazing!" Peter lit up, he had gotten an apprenticeship at Kingsley's firm. MJ had greased the wheels and his pics of Norman Osborn's death had clinched the deal. The photographer had sloughed through Peter's folder pretty quickly with some horrible things to say. Of course, claiming most of his Spidey pics looked as if he had left his camera auto shooting on a window ledge, was not too far from the actual case.

"We can see it on the way to school! I was coming to get you. I'm pretty sure its your shot. Because its the one of me in the green, but I can't see the small print from the ground." The implication was clear. MJ knew Peter was the Spectacular Spider-man. So far things had been pretty good about it. There hadn't been a supervillain attack since Scorpion two weeks ago. He had webbed up several street thugs and that had only served to rev her up. Not that either of them had pushed each other passed some light flirting. MJ knew Peter was in love with Gwen. Peter barely knew which way was up around MJ. Right now, she wanted Peter to web up and swing her passed the new thirty foot MJ downtown to see if she could see Peter's name in the corner of her portrait.

"Well, I don't see how Peter can help with that," May confirmed the privacy was an illusion, "But he definitely has to see the billboard. Go up and get ready for school. You need a shower. I'll keep MJ company until its time to go."

"Thanks for breakfast and for everything aunt May," Peter warmly clasped his aunt about her shoulders and kissed her head before rushing upstairs. May's giggle and MJ's smile followed him from the kitchen.

"I saw the advertisement!" "Looking good MJ!" "Is that the poster girl?" MJ and Peter arrived at school ten minutes before the bell. She had become something of an instant celebrity. Not that such a beautiful girl has ever gone unnoticed in the high school, but with her face three stories high in the middle of New York she received a bit more attention. The quick swing-by Spider-man had made had only revealed that the photo had been supervised by Vaughn-Pope and sponsored by Kingsley Inc. Peter had the suspicion it was his work but he had not been the only photographer shooting that day. Still, MJ looked good with her hair caught in what was supposed to be a fragrant summer breeze. The soft pout of her lips, the ghostly shadow on her eyes. It was the understatement of the year to say that Mary Jane Watson looked desirable. She arrived at Midtown High on Peter's arm.

There was a crowd gathering around Peter and MJ. Liz watched on from afar. It had been two weeks since she had confronted Peter and she was showing a visibly brighter smile. She hung back from the crowd of parasites and well wishers that had swarmed MJ. Sally appeared beside her. For the first time this year she was willing to risk the summery version of her cheer outfit.

"Can you believe these vultures?" Sally sneered her nasal scorn.

"I don't know, Sal." Liz appeared calm, "It's not like an M3 girl gets her face completely retouched, remade and restructured by an army of nerds."

"Rowr!" Laughed Sally, "I missed you Lizzie."

The pair shared a conspiratorial smirk and headed into class.

"What's the matter, girlfriend?" MJ had struggled through the expected attention all morning but one face had been conspicuously absent. MJ found Glory Grant in the cafeteria moping silently over her bag lunch.

"Oh, hey MJ. Anything new or exciting?" Glory murmured. MJ laughed, startled at how happy this made her.

"Nothing major, what's eating you?" MJ reached across the table and claimed her friend's hand.

"It's Hobie. He hasn't been to class all week. He hasn't really been himself since the youth center got supervillained. He took things pretty hard." Glory was truly worried. King Kong sat down next to her and laid his arm over his girlfriend's shoulders.

"Yeah and he hasn't been hanging around with anyone after class." Kenny explained before inhaling the first of his three hot dogs.

"What has Mindy[2] said about it?" MJ pressed.

"Hasn't seen him since the Jack incident. I think she's more ticked than worried." Glory confirmed.

"So we're going to see Hobie after school?" MJ gave her most reassuring smile. It was dazzling.

"Absolutely," Flash appeared at the table. His physical therapy was going well. He no longer relied on his cane but he still had it with him. His confirmation attached Sha Shan, Randy, Sally, Liz and Harry to their mission.

"You guys, I--"

"We've always looked after our friends here," Kenny announced. "Besides, if we catch Mrs Brown around supper time I can finally lose this trim and girlish figure."

The smile across Glory's face said it all. She had great friends.

"Ms. Whitman," Doctor Warren called without volume or urgency, "Bring me sample SM-03."

The lab was unduly quiet while Dr. Warren was concentrating. Debra was the soul or efficiency and discretion. Inwardly, she looked forward to the interns arriving. She appreciated the run of the lab without them, however Dr. Warren was so much more animated with those high schoolers. She had taken the position because of Warren's reputation. That reputation had come with one caveat. Dr. Miles Warren, professor and senior fellow at Empire State University, loathed teaching. It was surprising he came to a university at all. The corporate sector was much more lucrative. His defining benefit was the freedom a good tenure allowed. Debra had learned, to her joy, that it was poor students Warren despised. Still, what Debra had learned since coming to ESU was that there was something he saw in Peter and Gwen. It was something he didn't see in her.

Sample SM-03 was a short ampule that held nearly 13 ml of blood. Debra carried the blue stoppered vial from the refrigeration unit to the lab station where Dr. Warren was working.

"Thank you," Dr. Warren kept a professional cordiality that was thin to the point of transparency. "Prepare another batch of gene cleanser."

Debra set off without hint of complaint to her assigned task. It was a quarter to five and without fail Gwen was coming in through the door. It was a rare occasion; Peter was on time as well.

"Hello Debra. Good afternoon Dr. Warren." Gwen arrived cordially and went straight to her cubby.

"Hey Deb. Doc Warren." Peter was as casual as ever. "What are we working on today?"

"I am checking the effects of Conners' gene cleanser against unwanted natural mutations," Warren explained as he added a drop of sample SM-03 to a glass slide.

"Does this mean you hope it can cure things like diabetes or Parkinson's disease?" Gwen asked wide-eyed.

"No," Warren turned an affectionate smile towards his female intern. "Those mutations are quite human. No, I'm looking more at mutations caused by toxins, venoms or infections."

"So you're looking to see if the damaged DNA retains its damage or reverts to its healthy form?" Peter asked. He and Gwen were mechanically pulling on rubber aprons and gloves. The prep work and cleaning had become habit forming by now that they need not turn off their enthusiasm for the work while they prepared and often while they worked.

"Very good, Mr Parker," Dr Warren turned from Gwen to his microscope. "There may very well be hope for the future." The snide mark was actually high praise from Dr Warren. His contempt for most students and persons was well known. "Debra, can you take our two interns and make sure our animal cages are properly cleaned. These next few steps are delicate and critical."

Debra nodded without a word and turned. Peter and Gwen followed with a shared grin. They still knew that Dr Martha had warned them of Dr Warren, but it was hard not to get excited by being this close to genius.

"Hello Mrs. Brown, we're looking for Hobie," Glory led the group. Flash, Harry, MJ, Sha Shan and Kenny winged out to her sides.

"He hasn't come back from school yet," Hobie's mother replied. "He doesn't always take the most direct route home."

The five teens shared uneasy looks. Normally, any of them would have instantly and immediately covered for their friend. Hobie had been missing for a week. It was hard to help a friend who was nowhere to be found.

Harry turned to leave, firmly believing that the best way to help Hobie was to help Hobie. Flash had similar theories but was reluctant to walk away after doing nothing. Sha Shan felt a bit like an outsider, Hobie hadn't been in her circle of friends before she had begun dating Flash. Glory was struck silent, confused. Speaking up or walking away were both acts of friendship. One look at his girlfriend's face kickstarted Kenny Kong.

"We came, Mrs. B, because we haven't seen Hobie in almost a week." Kenny was never the most eloquent of men but, when he was sincere, he was a powerful speaker.

"Not Hobie," said Mrs. Brown in disbelief, "There's never a problem with that boy. Good grades, pretty girls, football and all the rest. He doesn't cut classes."

"It's true. Ever since the Center got trashed he hasn't been himself," Glory pleaded.

"I suppose he has been at that. Hobie's lucky with his friends too." Mrs. Brown forced a smile for the visiting teens. "I'll talk to him when he gets back tonight. Mark my words, Hobie's not going to miss any more school."

"Thank you," Kenny said for the group. He wrapped his arm around Glory's waist. "Tell him his friends care."

"I'll make sure he knows."

"Hey Carlos," the thug scratched his barely growing beard from atop an oil drum, "This seems a little light."

The kid, barely a teenager, shuffled in his untied sneakers. "I still got the product. It just isn't selling. Everyone scattered when Spidey swung on by."

"I made an investment in you, Carlos," the thug waved to the four toughs that walled in the alleyway, "I expect my investments to make good."

"I'll sell the rest, boss," Carlos pleaded, "Just give me the weekend."

"You got to buy more time, kid. And it ain't goin' to be cheap." The thug stood up with a smile. He wiped his hands roughly on the lap of his jeans. Carlos stepped backwards; his shoulders found a big goon's abs.

"Boss, I-I-I'll--"

"You'll walk away kid." The voice came from overhead and it was laced with rancor. The toughs looked up to see the masked silhouette dropping down.

"It's Spid--" panicked the first soldier before an armored fist swung into his throat. Sputtering and pouring tears, he hit the ground only a heartbeat before the second grunt slammed into the brick wall and collapsed. The last two soldiers came at their attacker from both sides. The scrape of steel on steel shrieked painfully in Carlos's ears. He would have been running but the boss had pushed him down. Carlos pulled himself up as the shadow took out a third man. The fourth was running, a solid axe kick collided with the the top of his skull. Four moaning bad guys twitched in the alley. The shadow raced after the boss. Carlos ran out the other side of the alley and the chain link fence wasn't going to stop him.

"Lee, get down to the hospital and interview those punks. Foswell! What're you doing on your keister? Ms Brant! Call Peter and get him out there. Spider-man is gone berserk and the people need pictures!"

"Peter doesn't work here anymore, Mr. Jameson," Betty Brant informed her employer for the thirteenth shift in a row. His snarls were getting less and less repeatable. Betty watched her lover dash out to catch the elevator.

"Well who do we got to get our photos?" Robbie asked Betty. He was flipping through a manilla envelope. A police report from a contact he wasn't sharing.

"Nobody else has been able to get Spider-man pics," Betty replied, always more intimidated by Robbie's disappointment than by Jameson's conniptions.

"I'm not convinced we need a Spider-man photographer," Robbie flipped backwards a page, "He hasn't used knives or claws before. Find someone who's been good with gang crime."

"No Spider-man!" Jameson erupted, "Wall crawling masked vigilante takes down a bunch of street kids with fisticuffs and violence. No way this isn't Spider-mask! Quick get me Peter's old pics, the ones we haven't posted yet. I know a Spider-man beating when I see one. I've got the perfect headline too."

Jameson's door slammed like shut was a four letter word. Betty turned to Robbie.

"Better do it, Betty." Robbie sighed. Something wasn't sitting right with the newspaperman. "I'll sign off on a check for Peter."

"Spider-Mask on The Prowl!" Peter ground his teeth as he read the paper at lunch. A few other students had papers themselves. Flash, because it had a picture of Spider-man on the front, a couple of the kids on the debate team and Hobie. Hobie was in class. He had managed to divest himself of Glory and Mindy and was taking some time to himself on the east side of the cafeteria. MJ sent him a warm smile and then sat down beside Peter.

"What's this one about? I thought you stopped taking pictures of Spider-man." MJ's eyes went straight to the byline.

"I did, you see that tree?"


"Top left corner, out of focus."

"That big orange blob ... This was taken last fall." MJ's eyes widened.

"There you go." Peter returned to the argument, he refused to take it as an unbiased piece of journalism. "Apparently for the last four nights, someone, has been beating up drug dealers and pimps and burglars. And, of course, Jolly Jonah blames it on the webhead."

"Well Spider-man does kind of do that." MJ countered. It was difficult for her. Talking to Peter about Spider-man as if she wasn't talking to Spider-man.

"Spidey has a bit more flair and doesn't hit people any more than it takes to tie them up." Peter rebutted, "Plus he does web them up. These were just left beaten up in alleyways and warehouses. Someone new is out on the scene."

"Thank you!" Flash erupted as he walked by Peter. "See Spidey's not out there like a loose cannon." The quarterback made a few quick air jabs, celebrating his favorite hero. His girlfriend cocked her eyebrow and he settled down. "Besides you can't trust The Bugle. They already blamed Venom on Spider-man. He's probably just back. Spider-man will get him."

"Venom?" Peter hadn't even considered Venom. Eddie was still in Ravencroft. Or he had been last week. Dammit! Peter had to keep a closer eye on his bro.

"Yeah, Ven-" Flash looked down and realized he was agreeing and debating with Peter. All eyes were on him. Peter sighed and shrugged his shoulders. Flash knocked Peter's tray and spilled the french fries across the table. "Wait! Sha Shan!" Flash was gone in his namesake after his girlfriend had pulled her binder across her chest and marched out of the cafeteria.

"Some things just don't change." MJ smiled. Peter was slumped, picking up his littered lunch. Peter was still Peter. No matter how Spider-man he was.

"Well?" Jameson demanded as his best young reporter smugly marched into his office.

Ned Lee laid out the reports he had picked up from the medical examiner, presiding judge, and city forensics divisions. "The guy who took down these punks was using armor made like Jack O'Lantern's. With Jack's esc--"

"It's not Jack. City would be on fire if he was at work again," Robbie admonished quickly.

"No not Jack, but a copycat. The materials and metal slivers found in the victims and at the crime scene suggest this stuff was hobbled together out of scrap and--"

"I knew it!" Jameson interjected. The gleam in his eyes was electric and angry. "That no good wall crawler's been picking up trophies from his fights. Building some sort of Iron Spider armor. And now that he's equipped properly, he's getting away with murder. Spidey's going down for this."

"Technically the attacker didn't kill any of the gang members he--"

"Not for lack of trying Ned," Robbie interrupted, not happy with the way either of his colleagues was acting. "And we do know that Spider-man killed Norman Osborn. But we don't know that this vigilante is Spider-man."

"Oh we know," Jameson snarled, "A good reporter trusts his gut. And my gut is telling me that Spider-man has a taste for blood now."

"A great reporter trusts the facts," Robbie reprimanded, "And the facts don't say this is Spider-man."

"No they don't," Agreed Ned, "But they will lead me to him."

"I'd expect so," Robbie agreed, "Get back out on the street. Get what you need. What you have will be typed in time for tomorrow's presses."

"Yes it will, boss," Ned Lee broadened his smile.

"Then what're you waiting for you smirking little nitwit. Go, go, go!" Jameson rose out of his seat as his voice chased Ned out of his office.

Ned rushed for the elevator but was scooped up by Betty Brant. The brunette was walking with authority and managed to march Ned to the supply closet without issue. She shut the door behind herself with a low heeled shoe. "I shouldn't have to drag you into a supply closet to get a word in."

"No, but you can drag me into the supply closet whenever you get the urge, babe," Ned wore a smarmy smile and leaned in. Betty yielded a quick kiss before leaning back against the door.

"Are you OK, Ned? You seem, I don't want to say obsessed..." Betty looked for Ned's eyes and saw pure interest in her. Goblin and Spider-man and Jack O'lantern were all gone, at least for the moment. She took a deep breath and smiled.

"You don't need the word obsessed," Ned reassured Betty. Snatching another quick kiss, "But I am a newsman and I am going to do my best to get the story."

"Of course," Betty smiled. Ned was closing the distance between them and she had to kiss him for a few moments to get her last words in, "I just get worried."

"And I appreciate that you care," Ned said, nibbling his way across her jaw. "It makes me think smart when I'm on the job."

Oh my God! Betty couldn't articulate. Ned was insistent and his charm was working. Betty could feel her toes curling in her shoes and all Ned had done was touch her lightly and kiss her strongly. He wouldn't stop. Betty didn't even want to bring up that this was a terrible place for a tryst. The panicked thought was held off by six tough looking dark thoughts that told her she needed Ned right now.

He quickly rushed her sky blue t-shirt up and over her breasts. She felt herself being lifted against the wall. Her legs spreading around Ned's waist as she pulled him by his hair into her chest. He was a hunting lion. Ned went for the throat. Betty vibrated. This was her little weakness. Her fingers tugged at the neckline of Ned's blazer. He continued his assault, his domination of the little nerves that melted any resolve, any sense, any resistance.

Ka-lunk, the closet door rattled in its and seat and Betty had enough sense to beg off Ned's affection. Her cheeks were flushed red in embarrassment, fear and arousal. "The other wall, so we don't alert the whole office to--" She gestured between themselves and punctuated her description with a nervous little giggle.

"Of course," Ned didn't let Betty touch the floor. Her legs gripped around his hips tightly as he turned and carried her to the nearby window. Anywhere else in the closet and the metal shelves would raise a larger racket than the door. "Good babe?"

"Not yet," Betty drew out a mischievous grin and ground crotch against Neds. She tugged at Ned's coat and he slumped his shoulders and shook the blazer down off his wrists.

"Oof!" Grunted Betty as she started slipping down. Her first instinct was to cover her mouth and hide her noise but that just led to her slipping further down the wall. Ned laughed quietly as he dropped his blazer on the nearest nob and grabbed Betty's ass with his left hand. He squeezed as she claw climbed up his torso. They both wore smiles over snickers before they kissed with renewed passion and urgency.

The awkwardness was gone. The pair had intentions and they were driving themselves to satisfaction. Betty's fingers tousled Ned's hair or picked at the hem of his shirt. Ned had snapped open the back of Betty's bra, leaving the dark cups dangling over half covered breasts. His other hand hiked her skirt the last several inches above her hips.

They kissed. Tongues darted and dueled with sloppy with passion. Ned grabbed Betty around her choker as he used his left hand to infuriate her clit. Betty's gasped were squeezed off, an eerie sexual silence washed away by her heart hammering through her ribs. She bit Ned by the ear as she finally managed to pull his shirt from his trousers. She could feel the hardness of his cock pressing into the flesh of her thigh. She felt teeth climb down her jugular, her shirt scrunched above her breasts. She loved the feeling of teeth grazing her collarbone but she demanded Ned's cock to be pressed inside her. Her back arched as she rolled up higher on the wall. The cracked window tossed her hair in an angry twenty second story breeze. Her breasts were face to face with Ned. Red-blooded and in need, Ned snapped aside the unfetter bra and clasped one glorious breast in his right hand while his mouth worried the other nipple. Betty gasped.

"Ned," Betty's voice was a whisper and a hiss, "Fuck me."

Ned couldn't deny the demands of such a beautiful woman. He yanked aside black panties and thrust forward, pressing his jeans into the soaking core of Betty. Furious with himself, embarrassed, but more than that, impatient. Betty slipped down the wall as Ned let her go to unbutton his pants. She tried to pull herself up by his shoulders, her arms in a death lock around his neck and the back of his head. She pulled herself up only a little and when she dropped back down she was impaled.

"God!" Squeaked Betty, her face red with a need to stay undiscovered, stay silent. Her hips rolled begging and stealing every inch of pleasure from Ned's sex. Ned was not passive. He was thunderous, determined, and ravenous in his need of her. He was using every bit of muscle he could. Uncaring if the wall broke behind Betty. His face was still buried between her breasts. His hands squeezed tightly on her ass as he pounded deep inside of her. His eyes were squeezed tight, trying to amplify the senses of touch, smell and pain as he lost himself in the perfect twenty year old body.

"Ned, Ned, Ned," Betty whimpered, the inside of her cheek screaming from the force she was biting herself with. Her skin was incandescent, turning red and slick with sweat as she choked back every breath that threatened to be a scream. Her hips rolled and she drew her lover as deeply in as she could every time. She was amazed with herself, amazed with her pleasure. She had never been one to seek out rough sex. Always dreaming of love and gentleness and intimacy. She had enjoyed powerful lovers before but always out of control. Now she was forcing Ned as much as he was forcing her and she felt incredible. She whispered his name another time and he moaned into her chest.

"Betty, fucking Betty," Ned was seething against the brunette and every particle of himself was making it's way to merge with hers. She felt his need, his affection and she erupted from it. Her cheek wasn't enough, now Betty was biting her tongue. Any harder and she could be tasting blood. Her arms locked tighter around Ned's head. She was coming, unlike any orgasm she had ever shared before. Her ankles locked and chafed together. She arched off the wall, fitting herself against the chest of Ned. Her eyes were shut, locked, tears of effort forming in the corners. Breath's were like fire and she had never come for as long before. Sweat stung in her eyes. She was lathered, unkempt, practically destroyed.

Ned had exchanged power for speed. Betty was clearly in the throes of orgasm and he felt impatient with himself. He speared into and tore out of her with abandon. He could feel the imminence of his sex in the tightness of his muscles. The small of his back, the arch of his foot, the corners of his neck, and the tightness under his biceps all announced his completion. He rose up on his toes and away from her torso as he pulled her down onto his cock. He saw her face, twisted shut and wracked in pleasure. Her lips parted and her jaw cocked. He pressed a kiss onto her mouth. She moaned surprised as the first splashes of cum released inside her.

The pair rocked and fucked for a few moments longer. Breaths now ragged but unhurried. Betty wore a goofy smile. Ned just looked proud of himself. Soon their bodies stopped roiling and they gave each other quick kisses and knew they were done.

Betty slumped down. Her skirt was still mangled around her waist and her nylons were unrecoverable. She brushed a hand through her sweat damp hair and looked up to Ned. He was just pulling his pants back up and fastening the buckle. He grabbed his patched blazer from the mophandle he had used as a coat rack. Genuflecting, he kissed Betty on the forehead, on the nose and then on the lips. He whispered a thank you and a see you tonight. He pushed out the door.

"Lee! What the hell are you still doing here? And where the hell is my secretary."

"Crap," Muttered Betty as the door closed and the sound cut off. She fished a mirror out of her pocket. She'd need a few good minutes before she could sneak back out. Jameson was going to have what only he could call words.

Peter was going to be late for his after school internship. But Spider-man had commitments just like Peter did. If he blew off Peter Parker's life, he was a teenage flake. If he blew off Spider-man's life, people got hurt and worse. The webline carried him swiftly across town. Stop one had been Ravencroft. But Eddie was still there, still sick, still cold and still begging for Venom. Peter left with a ten ton weight in his heart. The swing across town was a sombre occasion. Spider-man didn't even offer the attention seeking waves and lung splitting shouts of triumph as he flung himself across New York.

There was a rookie cop hanging out by the police tape looking particularly bored. The smell of stale coffee and fresh cigarettes wafted off of him. Spider-man skittered unseen along rooftops until he was creeping down the wall over the crime scene.

The area had been swept and searched by forensics and journalists hours and hours ago. Peter was little concerned about disturbing any evidence. It was hard to reimagine the fight from the spatters and stains of blood. There was shredded leather and denim littered among the rest of the debris. Nothing told Peter much of anything on the ground. The walls told a much darker story. Gouges, reminiscent of a cat's claws. The height and the obvious direction from which the attacker pounced was startling. Peter had sat on his haunches mulling it over.

Black Cat wasn't this crude or this obvious. But the last time he had seen her she had been more powerful, more aggressive, more beautiful. Peter thanked a chill breeze for suppressing his body's immediate response to Black Cat memories. A new villain? That's just what he needed. But he couldn't be sure. Cat was different. Cat was powerful. Cat taking out some piddly drug dealers just didn't mesh. She preferred much higher stakes. Still he had no lead. He was going to find Cat. Sure he had been unsuccessful for the two weeks he had chased shadows across all five boroughs. He sighed. Venom was wrong. Women were poison to Peter Parker and Spider-man.

Cat had twisted him around and left him startled, confused, alone, hurt on the surface. Deep down, he had discovered something profound and uplifting about the whole event. Each night he searched he had hoped to come up empty handed as often as he dreamed of seeing her sleek inviting form dashing over the city. Cat represented the freedom, the challenge and the conflict Spider-man had given Peter Parker. Spider-man was often a burden but it was fun and vitalizing. Cat was everything he wanted when he pulled the mask on. A delay, an escape, a danger that Peter Parker could never get his hands on. And just like that she was gone.

And Cat was the easy one. Gwen was still with Harry. The sad smile on her lips killed him nearly every day at school. He didn't even talk to her much anymore. Fear, responsibility, caring, consequences. She was everything Peter Parker escaped under the blue and red. No matter how fast he ran, or how far he swung, she was always just behind him. He couldn't just take her like some viking warrior. He already had taken a father from Harry. How could he rip away his love and in the process rip away his best friend. Thinking of Gwen made Peter want to scream. Thinking of Gwen made Peter pull the mask down tight and webswing off into the night.

MJ knew his secret. MJ had done everything in her power to make sure Peter and Gwen got together. MJ was just the best friend a Spider-man could ask for. Her knowledge took a massive weight off his shoulders. She was also beautiful, distractingly so. Peter could barely light two neurons when he could smell the scent in her hair or feel the heat of her body. She pushed away, knowing that Peter loved Gwen. Peter was thankful, he didn't want to have something with MJ just to leave her hurt the moment Gwen could finally break away from Harry. And he hated himself for believing that Gwen would eventually crush Harry's heart just so Peter could have her. But Peter had to believe.

And then there was Liz. Liz made him feel like a tool and a god all at once. If he talked to her since the breakup she'd lift her nose, say something scathing and march on with Sally adding something supportive or amazed about the vileness of Liz's vitriol. But that was in public. Liz still hunted him. Demanded "tutoring" sessions. She had professor Warren backing her up. The man couldn't stop talking about how well Liz had progressed since she had accepted Peter as a tutor. He had tried to stay away but Liz had convinced their professor to talk to his aunt and all of the sudden he was being dragged off to some secluded corner, somewhere no one they knew would find them. He was at her beck and call and those calls seemed to come whenever he and MJ or he and Gwen had any public moment together at M3. Liz was being vindictive, but he had hurt her and if she wanted to drag him off to make sure she got some scholarship for a university in two years, well she had back up to make sure he had no choice.

Lost in thought, Spider-man had to double back to make his appointment at ESU. Late again, as always. His mind was still spinning, but he had one coherent thought. Find Black Cat. Find her tonight.

"Hobie!" The in-crowd had gathered at the Silver Spoon. Liz was looking over her friends in silence, having picked a centered and powerful position as she managed to get Harry to pick up her order. Sha Shan and Flash occupied a slightly more private table near the window and Sally was being a harpy to the frazzled barista who had failed to add extra foam to her latte. Hobie and Mindy walked in together. Hobie was looking put out, like he wanted to take off. Mindy led him with a smile to the line behind Kenny and Gloria.

"Hey Hobes," Rand greeted with little to no fanfare.

"Hey Rand," Hobie returned, "Mindy says I have you all to thank for going to my mother." The tone of his voice didn't suggest much gratitude. Mindy pinched him.

"We were worried, Hobie," Glory spoke.

"Yeah, we don't leave our friends when they might need us," Kenny supported.

"Well, I appreciate it, but I had somewhere I wanted to be tonight."

"Where's that?" Harry asked, taking a break from repeating Liz's specific coffee, whip cream, etc. combination in his head.

"Just ... Not here. I've been working on something. I feel like I can still make a difference. Even with the center gone."

"You want a hand?" Rand offered immediately.

"No, this is something I need to do myself." Hobie explained. He scratched the back of his head and turned away from Mindy's impatient glare.

"Hey, if you can still help out and bring everyone together. We want in." Glory said. "The whole point of the youth center was to bring the community together. Let us look out for each other and the younger ones. We want in."

"Sorry, Glory," Hobie nudged Harry so he would go up and order. "This is my thing. I really need to do this myself."

"Well don't hesitate to call on any of us," Kenny volunteered the group.

"You guys are a bunch of whining downers." Flash had stood up and crossed the room from where he and Sha Shan had been ignoring most of the crowd. "Look, Hobie's back. Hobie's fine. Yeah, things suck right now with the youth center. But that doesn't mean we should let everything be burdens for us to carry. Tomorrow night. Party. My place. Mom's out of town but no wrecking everything."

"I thought this was," Sha Shan blushed and looked away. She took a deep breath. Rallying, she was an assertive girl. "Yeah, a party would be great." Her hand slipped into Flash's. "You'll all be coming."

"Absolutely!" Sally confirmed. "We haven't had a chance to let loose for some time." Lowering her voice conspiratorially, she pushed her head into the middle of the group, "Besides, Liz needs to get someone to push her past Peter."

"Good, cause he won't be there. Mom's not handing out the invites this time." Flash smiled broadly. His plan was as brilliant as it was successful.

"You guys need food or catering or anything," Harry turned around with the two coffees in hand. "My dad can hook us up."

"Dude, you don't have to keep buying your way back into the group. The whole juicing thing is water under the bridge." Rand was the big man.

"Yeah, absolutely. Harry's in charge of food." Flash would not let that windfall escape him. "So, Hobes, man of the hour, you'll be there?"

Mindy's hand gripped Hobie's upper arm and squeezed a warning that caused the young man to rethink his kneejerk response. "Yeah, fine. I'll see you guys tomorrow." A cup of coffee, a short listen to his girlfriend and Hobie was gone before anyone thought to keep him from going.

Spider-man was suited up and out his bedroom window four minutes after curfew. It wasn't like him to sneak out after hours. This was just too important. The whole night at the lab he had been daydreaming about finding Cat again. His fantasies always started or ended in a fight. He worried about what that said about him. He rushed out Queens, working his way towards the previous attacks. He zigzagged quietly. Leaping and flipping from building to building with a lazy celerity. The first shrill cut of steel on steel, claw on fire escape, turned his head.

"Here kitty, kitty," He called out. Thwip! His web shot out to his left pulling him in a breakneck arc centered on a water tower. Spider-man slipped into the alley heads above the altercation.

"That's the problem with blind dating. No one ever quite measures up to that image in your head." He said as he saw the purple and black clad fighter tackling through the shoulders of some unwashed drug dealer. Spider-man immediately shot his webs to hold down the attacker but the tackle had sent the masked man through and over his victim. The pair rolled and claws scraped across asphalt as the predator left his prey webbed down and beaten up.

"You!" Shouted the vigilante.

"Yeah, it's me," Most of the other toughs were left in heaps or had succeeded in escape. Spider-man lowered himself down into the alley.

"You know, you're costing me a lot of great press," Spider-man declared, "On the prowl. Spider's don't prowl. We're really more of--"

"Prowler's a name I could come to like." The purple hooded attacker named himself. "You're responsible for this. You won't get off easy."

"Responsible for what?" Spider-man asked, aghast, "Your terrible sense of fashion?"

Spider-sense tingled and Spider-man swung himself left, spinning easily away from the clawed lunge of the Prowler.

"You cost this whole neighborhood its safety net!" Prowler's claws tore up brick as he forced himself back around. "Lincoln meant something good for--"

"You're mad because I took out Tomby?" Spider-man backflipped down to land in an aggressive crouch, "Spidey's the bad guy. Spidey's in cahoots with the bad guys. Spidey's fighting the wrong bad guys. What's it take to be a good guy in this city?"

"It takes power. You got to be able to put down those who would pull the rest of us down." The Prowler approached, bladed hands out to either side, "And that includes arrogant self-interested scumbags who get off in breaking apart the few things that are helping these neighborhoods."

"And with power comes responsibility. And don't get me started on great power," Spider-man cartwheeled out of the way of vicious claw swipe and tucked into an easy roll to avoid a waist high roundhouse.

"Justify what you want," The Prowler lowered his shoulders and charged. Claws glinted in the dirty alley's dirty moonlight, "We're done talking."

"Oh, I can never be done talking. My audience demands the best." Spider-man hopped, pushing Prowler down into the ground, leapfrogging over the attacker. The Prowler was quick, strong for his size, and he fought smart. The four webshots were in tatters to either side of The Prowler. He would have been more than a match for most toughs and street thugs in the city. But peak agility, toughness and strength weren't quite a match for even the most sickly of Spider-men. The fight had been over before the first words flew in the sky. The next attack was a forward lunge. The Prowler couldn't pull any punches against the superhero. He overextended, slashing the air over a quick duck from Spider-man. Spider-man was like a coiled spring and the following uppercut sent Prowler tail over teakettle.

The Prowler was in some pretty powerful gear. His gauntlets were reinforced and their claws were long and wicked sharp. His body was protected in armor, metal and plastic, like a junk store version of Jack's. The steel breastplate was the only reason The Prowler didn't have every molecule of air punched out of his lungs. The Prowler took the fall pretty well, head tucked down he managed to roll backwards over his left shoulder and come up on his feet. His reaction wasn't perfect. His left hand was webbed to his chest but he managed to slash the second blast of webbing before he could be rendered immobile.

"You're good, have you ever thought of doing action movies?" Spidey asked.

"Maybe he shouldn't be the one starring in movies, swinger." The dulcet voice came through a smirk. Spider-man looked up to see the wave of platinum hair and sleek reflection on the form hugging catsuit. "But it looks like my show is over. See you around, swinger."

"Cat!" Spider-man leapt, jumping from wall to wall as he raced up to the roof. But the seven stories gave Cat time to vanish in the night. Spider-man landed on the lip and could see not one white gold hair of Black Cat. "Cat!"

"Shut your web-hole, Spider-man! My kids are asleep!" Yelled a disgruntled New Yorker from a nearby window. Spider-man shook his head and looked around.

"Web-hole?" The split second of disbelief and startlement lasted one heartbeat too many. "The Prowler!" Spider-man twisted and dove back down into the alley. Two kick offs and a skid down on the east side brought him to the ground. His webbed captive was gone.

"C'mon Spidey, focus! You've already learned this lesson." He sighed. After a twenty minute search, he was certain Prowler was gone. Victorious but without any spoils, Spider-man swung home.

"You're certain Spider-man was here?" Ned Lee pushed his digital recorder towards the sergeant.

"Yeah, there was web still here when we arrived. It dissolves over an hour or two so we figure Spidey fought but the new guy got away." Stan Carter leaned on his nightstick. It was too early in the morning. He missed day shift. The whole city was turning into a battlefield, he couldn't quite bring himself to care while all the casualties were punks and drug dealers.

"You don't believe they were working together?" Lee's follow-up was pushed by Jameson's jumped to conclusions. He got the answer he expected.

"Spidey? Hell no. Not his style. Get in a fight with the webhead and at worst you'd walk away with a couple bruised ribs. These guys were getting cut, clobbered and crushed. No way Spidey's working with this—What're you calling him?"

"I think we're running with The Prowler. Now that we've got proof that it isn't Spider-man."

"I'm pretty sure all of New York could have told you that. Webhead's a hero. This Prowler guy's just some nutjob with a grudge." Carter grumbled.

"Carter! Quit talking to the reporter and get to work!" DeWolfe shouted from where she was talking with the M.E.

"Eh, looks like I've got some lowlifes to interview. If you'll excuse me." Carter tipped his hat as he turned.

"No problem. Thanks for everything." Ned nodded to punctuate his gratitude and slipped his recorder into his jacket pocket. This story was drawing him closer to Spider-man. An excited grin tugged at his cheeks.

"Hey! Just set down everything on the dining room table." Flash directed Harry's hired caterers with a powerful smirk. For him, the day had been uneventful. Everyone in school seemed distracted by something. Even Sha Shan was missing a bit of her perfect cool self.

"Having a big party?" Flash's mother came down from her room with an overnight bag and a dangerous look.

"Nothing big. But Harry managed to score some food for everyone so we couldn't say no." Flash declared.

"Alright, but have everyone out by midnight. And no drinking." She kissed her son on the cheek after hearing a cab honk. "I'll be back by Sunday morning. Clean up all the evidence by then."

"Of course mom," Flash smiled and let his mom go. "Go, go."

"Yeah, I love you too," She smirked before rushing out to her cab. Flash breathed a sigh of relief.

"C'mon Tiger, everyone's going to be there." MJ was sitting on the edge of Peter's bed wearing a gorgeous low-cut pink top, form fitting jeans and a pair of calf hugging boots. Peter was counting web cartridges. "You can take one night off."

"Not invited," Peter pointed out, "Seriously not invited."

"So, Flash's a good guy. He's not going to throw you out, not with Sha Shan watching," MJ pleaded.

"Prowler's still out there. He's hurting people."

"Bad people." MJ flinched a little when Peter looked disappointed. "And he just got pummeled by Spidey last night. I'd lay low for a while."

"He's committed to what he's doing. He's not going to take a night off," Peter pulled his sleeves down over his web shooters.

"When you stopped working for The Bugle, I had hoped--" MJ didn't finish her thought. There was a knock on the door.

"What a lovely outfit," May said with genuine regard for MJ's provocative attire. "Where're you two going out to tonight?"

"Flash is hosting a party," Peter said.

"Well, don't keep the young lady out too late, dear." May said, "But definitely find a different shirt." MJ stifled a laugh.

"Was there something you wanted?" Peter didn't intend to sound so jerky. May shared a conspiratorial smile with MJ before turning to Peter.

"I was going to head out for dinner. Wanted to make sure you had eaten, there's some leftovers in the fridge. Plenty for you too, Mary Jane."

"Why thank you, May," MJ gave her professional dazzling smile, "I always feel so welcome here."

"Because you absolutely are," May smiled, "You two have a good night now."

Peter gave MJ an exasperated look when May closed the door. MJ gave a little shrug, "She was right about the shirt."

Mary Jane arrived alone at The Thompson's. The party was already in full swing, and it seemed to have become some wild incarnation far beyond what she had expected after Flash's birthday bash. Rand flashed her a bright smile over the top of Sally's head as she strode through the living room. Harry and Gwen were at the food table and MJ made a beeline for them.

"Hi Mary Jane," Gwen said. The little blonde seemed off put by the raucousness of the entire affair.

"Hi Gwen," MJ practiced her disarming smile, "How's the food?"

"It's perfect," Harry answered for his girlfriend. Gwen obediently quieted down while her boyfriend explained all of the great little things that were spread out over two big tables. MJ was quick to interrupt after she had grabbed some little bite for herself.

"I love the dress, girl," MJ pulled Gwen out to look at the white and pink number the blonde was in. "You look hot."

"Gorgeous," Agreed Harry.

"T-thanks," Gwen pushed a bit of hair over her ear as her cheeks flushed red. "You look nice too."

"I did not dress like this to look nice," MJ struck her pose. She looked devastating. There were at least four casual admirers and two salivating ones outside the conversation who had their eyes on the redhead. "C'mon the music is awesome and we did not dress this hot, not to dance." She grabbed Harry and Gwen by a wrist and backed up into the crowd, which slowly began to part for MJ's insistent dance floor creation.

"What a bitch," Liz held a red picnic cup half filled with rum and coke. She sipped and her face twisted at the flavor. Mary Jane was the center of attention, boys were tossing themselves at her. Sally and Rand were on the newly minted dance floor as well. Everyone seemed to have someone, except for her and MJ. And MJ seemed to have everyone. Liz imagined a cathartic fantasy of scratching out Mary Jane Watson's eyes. Then she saw Mindy looking morose in the corner. Hobie hadn't shown up, had he? Liz had heard that was all in the clear again. Liz quickly skirted around the party to talk to Mindy.

Spider-man zipped in erratic circles around the neighborhoods where he had fought the Prowler and where the Daily Bugle had reported finding his victims. The whole place was clear. The bright red and blue's presence was known to keep the criminals off the streets and his search was making it clear he was around. Web fluid wasn't cheap and Spider-man was already feeling frustrated from Liz, Gwen, MJ and Cat. The webhead was in the sourest of moods.

Sha Shan Nguyen did not drink. She had been proud when Flash had told her that he had not been acquiring alcohol for this party. She had assumed that meant there would be no one drinking. She was wrong. While Flash hadn't acquired and liquor, he had certainly done nothing to prevent others from bringing it. Flash wasn't drinking; Sha Shan smiled over small victories. She wasn't sure if that meant that Flash never drank. Sha Shan jumped as Seymour brushed past her towards the food table. Seymour gave her a look that could never be described as apologetic. She calmed down. Tonight was her second month anniversary of dating Flash. A tiger was tearing apart the butterflies in her stomach. She took a drink of pop and pushed out into the crowd to find flash.

"Oh, what's wrong swinger?" Spider-man let go of his line and pulled off a perfect double flip and twist to land on the wall. Nothing. Now he was imagining things. Everything was frustrating. It was still early, he could abandon the hunt. He could go to Flash's. He could be just friend's with MJ. He could watch Gwen with Harry. He could suffer Liz's scorn. He decided to stay out a little while longer.

Liz crushed another red cup and tossed it what she would call "towards" the trash bin. The whole night had her teeth on edge. After listening to Mindy crying about Hobie, Liz realized that she didn't care. She had taken turns dancing with Kenny and Rand and that just made her feel lonely. Someone had smacked her ass and two guys had tried to shove tongues down her throat. She was feeling cheap, drunk and bitchy. MJ was tearing it up, untouchable. Liz pushed passed Seymour, Tiny, Harry and Gwen and pushed herself up in front of the redhead.

"What's wrong Sha Shan?" Flash was resting on his bannister.

"It's," The Asian girl's smile wavered, "Can we talk?"

"Yeah, sure, my room is right upstairs." Flash answered offhandedly. He offered her his arm. Sha Shan bit her lip.

"I don't know if I'm ready--" Her small voice was devoured by the music and crowd.

"I can't hear you," Flash responded. He slipped an arm around her waist and began leading her upstairs. Sha Shan felt like her heels were cement shoes. She shook. "You're not sick are you?"

MJ was fire and Liz was fuel. The pair of them were sweat slick from dancing and a cluster of guys had swarmed around them, watching the pair move and trying to move in on the pair themselves. MJ felt free. MJ felt alive. MJ was glad that Liz was starting to come around to her. She was a great girl and MJ wanted her as a friend. Liz's hand was on MJ's waist and the two were grinding to some otherwise awful remix. MJ's green eyes blew wide when Liz pressed a kiss on her lips.

"Whoa girl!" MJ pulled back. Pushing Liz by the shoulder to make some room for herself.

"Liz is such a slut," Seymour commented above the uncharacteristic silence of the party. The heavy slap of Kenny Kong and Rand Robertson's hands landing on his shoulders announced his immediate dismissal from the party.

"What?" Liz growled, "Too good for me?" There was an obvious drunken slur in her voice. MJ's looked sad, worried and that only fueled Liz's fire. "You took my brother from me. And now you're taking Peter and--" Liz gestured to all of the party.

"C'mon Liz," Glory stepped up to calm down her friend and get Liz away from making a bigger worse scene.

"I'm sorry, Liz," MJ frowned, "I really can't help you."

"What the hell was that?" Flash and Sha Shan turned as the ruckus exploded downstairs. Flash, it was his house, apologized and led Sha Shan downstairs to mitigate whatever was happening. The way down felt so much lighter than the walk up. The music was still going but the whole crowd had shut up and had turned to watch the imminent destruction of Liz Allan.

"I don't need your help! What I need is--" It was Harry who grabbed Liz, a soft embrace around her shoulders and a quiet word in her ear. Gwen ran defense getting MJ out of Liz's line of sight while Harry tried to calm down the drunk cheerleader. Harry was good, direct, control. Rand, Kenny, Glory and Sally made sure to keep a path clear so Liz could exit into the kitchen.

"Is Liz OK?" Flash asked somebody.

"She made out with MJ!" Flash pushed aside the kid and followed his friends into the kitchen. Sha Shan came close on his heels.

Liz was looking green from drink and embarrassment. Harry was sitting with her, holding a glass of water. Gwen was hovering, worrying over the whole thing. Kenny was standing guard with Glory making sure those who came in were there for good reasons. Rand watched Sally fuss ineffectually about the room.

"What happened?" Flash asked Rand.

"Too much drink on a bad day." He responded sagely.

"She good?"

"S'cool." Rand explained.

"All right," Flash turned to Sha Shan, "C'mon they got this."

"Actually," Sha Shan felt the fluids churn in her gut, "Can we talk out back?"

"Sure, let's go." Flash led his girlfriend passed his friends and out to the backyard. His little sister was making out with some freshman a year older than her. Flash quickly put the fear of god into the boy and Jesse gave her brother the dirtiest look he ever received. It was only a moment or two longer until they were alone. Sha Shan sat down on the swingset. Flash hovered over her.

"What's wrong, babe?" Flash asked.

"We've been going out two months." Sha Shan explained like she was looking down a bullet.

"And hopefully two more." Flash answered. Sha Shan looked up, and laughed.

"You're a great guy Flash," She said.

"Ah, crap," He said, "You're breaking up with me. Dammit!"

"No! Flash!" She grabbed his hand, "No."

"Oh, then what's the problem?" He squeezed her hand back. Sha Shan smiled.

"It's been two months." She said with force.


"Really?" She asked flabbergasted. She reached into her pocket. The condom was still there. Her fingers vibrated nervously a moment before she pulled it out.

"Really!" Flash's eyes went wide. "Tonight?"

"I-I don't know," Sha Shan whimpered. "I mean, we're supposed to an all but..."

"So we don't," Flash shrugged, "Not until you're ready."

"Really?" Sha Shan looked up. "But--"

"Really." He clasped another hand over theirs. "Seriously, one, Liz told me it was three months when we were dating. And I hadn't been quite ready when we first did it. And B, I don't want to be with you because some timer dinged and now I get the prize. I want to have sex when you want to have sex."

"You're a great guy," Sha Shan smiled, "Really."

"Really." Agreed Flash. He earned a light smack against his side, "Let's go back inside. I never got you on the dance floor yet tonight."

Spider-man twisted around another building. There was a flash, metal glinting. The webhead charged.

"I was afraid you stood me up," Spider-man slammed a solid double kick into a rooftop just moments before the black and purple cowled Prowler could dive away. Tar and stone tore as claws left gouges in the roof of the five floor walk-up.

"I've been looking for you Spider-man." The Prowler took a pose that kept both clawed hands ready to strike or defend.

"Have you tried calling? The lines are always open." Thwip, the web shot out in a line that passed through the newly emptied space that once contained The Prowler's face. The web was cut as the Prowler spun about and began rushing Spider-man. The webhead easily leapfrogged over the Prowler and kicked him in the shoulders, sprawling out the darker vigilante onto the roof. The Prowler swiftly regathered himself into his fighting pose.

"The neighborhood doesn't want you Spider-man. The people can't afford your protection."

"Hey! I saved these businesses and people from countless threats and I haven't asked for a cent." Spider-man defended himself.

"And how much damage have you done? How many cars and houses and businesses have you wrecked?" The Prowler snarled. "Get out Spider-man. We can handle our own."

"For now, but happens when Rhino or Mysterio take up here. What can you do then?"

"The only thing supervillains want with us, is you." The Prowler approached, blades out. "We take out the Spider-man and we don't have to worry about the big guys."

"No, that's not how it is." Spider-man retorted. "You have no idea what--"

Two claw strikes followed by a shoulder tackle sent Prowler sprawling across the roof once again. Spider-man was still untouched. "Hey cut it out! You see that could be funny if you ever managed to cut anything."

"Jokes!" Prowler screamed in anger, "This is a joke to you! You ruined everything."

"Not everything," Spider-man cartwheeled away from a wild slash, "Still got your pretty face." Spider-man turned and brought a solid right cross into The Prowler's cheek. The vigilante took the hit poorly, flying a half dozen feet before landing shoulder first on the ground. There was sick twisting sound as he rolled on his shoulder and skidded the last couple of feet on his chest. Spider-man rushed over. The Prowler's hood was torn. The light of the city that never sleeps was enough. Spider-man knew. He pulled the mask the rest of the way off. It was Hobie Brown.

He took Harry's father. He lost uncle Ben. He put Mark Allan behind bars. He cost Hobie his neighborhood, piece of mind and now probably his shoulder. The spider bite was feeling like a curse.

"I'll get you to a hospital." Spider-man webbed The Prowler's arm to his side.

"I've had enough of your help, Spider-man." Hobie grimaced. "Leave me alone. Leave us alone."

[1]Spider-man used this same new product to overcome Kraven's sense of smell in season 2 episode 3.

[2]Mindy MacPherson is not named in the show but she appears at least twice. She was notably Hobie's Valentine's date seated ahead of Jameson in season 2 episode 10.

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