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Spectacular Spider-man Seasons 3, 4 and 5	By : redsliver Category: Marvel Verse Cartoons > Spectacular Spiderman, The Views: 23572 -:- Recommendations : 2 -:- Currently Reading : 4
Disclaimer: I do not own Marvel, The Spectacular Spider-man or any of the characters within. This is written not for profit and purely for entertainment. May contain traces of wheat germ.

Chapter List
- 4
- 5
- 6
Edited for readability and spelling. Could be better. If you’re interested in editing the chapters I have online, contact me at Neal.Johnstone@gmail.com.

History 305: Kings and Queens

"It is the eyes, Love. And the roar." Calypso smiled as she shed her pale leather vest onto the suite floor. Kraven lay at the head of the bed. His altered body bare above the waist. "The shivers you send down my spine..."

Calypso peeled off a loose silk blouse. Her bare breasts tipped in excited black nipples. Her skirt slithered down her legs like a python. Nothing beneath. Calypso was wild, a thing of beauty. Rubies, like drops of blood, dangled from her ears. Teeth, fangs, danced around her neck on a chain of gold. Gifts and trophies from her love. Candles, black candles with dirty red flames, cast haunting lights around the suite. The lion was stalked. The hunter was prey.

Gulyadkin's roar thundered from behind Calypso. The big cat paced as it smelled the arousal in the air. He clawed the carpet until he fell down in a slump. The smell always meant shut up.

"I do not deserve this, my love," Kraven scowled. The unleashed beauty before him was climbing over his body. There was a darkness in her eyes and a warmth. Neither power competed, both implacable, both undeniable. "I am still a failure."

"The prey is still waiting for you, Love." Calypso's hands slid over Kraven's chest. Her fingers traced muscles, her palms adored his coarse fur. "But I will not be made to wait."

"No," Kraven's leonine smile was hungry, "You will be made to scream."

One of Kraven's clawed hands was large enough to encircle most of Calypso's waist. The dark lover didn't whimper or scream as her Love picked her off of himself and thrust her into the mattress. Her eyes beckoned and her smile taunted. Kraven's kiss came down as a bite on her throat. Calypso's hands slipped over Kraven's flexed back. So much muscle, so much power. She bit him back, only she drew blood.

"Love," Calypso's lips dripped scarlet onto her chin. Kraven released his mouth from her shoulder and rose up over her. A great clawed hand held her into the bed, a great thumb curled around her large breast. Another hand, gentle, loving, raked down her long black hair. "Your tongue."

Kraven obeyed. The will of Calypso was not to be denied and Kraven had no interest in denial. She opened, her right leg caught in his left hand, her left legging kicking out past Kraven's right knee. Kraven was teeth and torment. He descended her flesh with no haste. The soft skin on her collarbone rose in gooseflesh as his rough tongue slithered towards her breasts. She licked the blood from her lips and caressed the sides of his face as Kraven claimed her breast. The beast, the predator inside Kraven was compelled by the prominent drumbeat beneath her ribs. She always called for the dangerous. She always toyed with him, coiling him like a serpent, daring him to strike. She always screamed at the snap. Kraven held back. He was the hunter. A master of patience, control, he would never strike too soon.

"You taunt me, Love," Calypso murmured as fangs and lips wandered over her belly. The hand on her right leg climbed down her thigh, holding her open as it took the flesh of her ass in hand. Her hips rocked. Her hips squeezed shut. Her hands tugged at her own hair. "I need you, Love."

"And I am always here when you call," Kraven whispered. A heartbeat before anticipation became frustration, Kraven buried his face in the soaken wet sex of his Love. Snarling, burning with white hot fire, he gave her pleasure.

Calypso was not ready for his feverish love. She bucked and snap with immediate pleasure. Muscles snapped and her whole world convulsed. She kicked feebly. One leg was held far from her Love; the other was caught tight under his arm. He still held her immobile. On hand clasped around her waist, she could not escape. He had her trapped. She tugged at his hair, unable, unwilling to stop in her first climax. His tongue, rough and agile, circled her asshole and slid across her wet lips. The bud of her clitoris drew him and made her scream.

The scent of blood and sweat and sex sent Gulyadkin into a whimpering pace once again. The strength of her voice left the lion with a disquiet and fear often unknown to the predator. Retreating he found the door. He whimpered and collapsed, a mirror to the end of Calypso's pleasure.

"Ah... Mon amour. Je m'étends vaincu. Ma petite mort n'est que le début."[1] Calypso, in times of passion often reverted to the tongue of her native Haiti. French was not one of Sergei's better languages but the lilt and passion were catalysts to his own desire. By her ass he lifted Calypso's sex from the bed and continued his given assault.

Calypso wailed once again. Nothing seemed to work properly. Lightning ran under her skin. She felt explosive, hot. The sweat shining on her skin rose into steam. Her legs responded poorly at best. Muscles tight and aching as his tongue mapped her pleasure. He knew every millimeter. He gave of himself and of his love and she could not contain it inside her.

Her voice was raspy. Her throat was dry. Her eyes flicked back under her eyelids. He would not let her arch from the bed. She rolled from shoulder to shoulder. Her nails raked through his slick hair. Blood flecked behind after particularly violent tremors. She was close once again. He would not relent. Heat like hellfire boiled inside her. She pulled her hands back. She grabbed her own breasts. Trails of blood slunk after her fingernails. She brought her left hand to her lips. The taste of her love was the last catalyst. Her throat opened in a wordless cry. Her eyes saw only darkness as they rolled up. Her body shook. Still he controlled her. His strength indisputable.

Gulyadkin trembled by the door of the suite. There was power in the voice and echoes of Calypso and the lion feared it. Kraven continued through her pleasure once again. Ragged breaths and sputtering sighs overcame the lapping against her sex. Kick, fight, scream. Her pleasure was the fight of nature herself. Calypso begged and pleaded. Kraven answered with more ferocity, more exact strikes. Perfect control and she was wracked a third time. Quicker, not as fierce, but the pleasure strangled. Calypso panted as she rescinded. A pain of constant pleasure left her so tender that she had to force her chest to calm so she could find enough air for her voice.

"Sergei, j'ai besoin de toi, mon amour. Arrêtez vous. Donnez-moi votre tout." Kraven recognized the command to stop and he retreated. His power still held her to the bed. She looked up with bloodshot grey eyes. She whispered his name. So quiet only he could have heard it.

"My love? What will you have of me?" Kraven asked, ascending her body, allowing her to stretch out as he kissed her breast and shoulder. She cradled his face and kissed him strongly. Her answer was without words. A slender hand reached into Kraven's pants. The hunter's erection glided into her palm as she wove her fingers around the shaft.

Calypso rolled onto her knees and presented herself into the air. She cooed as Kraven's hand found her shoulder blade and whimpered as he roughly opened her further. She leaned on her shoulder reaching under herself and between her thighs. She urged her Love towards her. There was pain. But pain was just the sister of pleasure and Calypso begged for both. She was impaled and she rose from the bed onto all fours. Her throat was arched open in a beckoning call. Her heart unmistakably setting the rhythm. Harder, faster it beat in her chest. The thick power of her Love drove in deep and retreated almost wholly. Her fists curled up the bedspread. He rose higher, his great form pulling her up onto her toes. Each downward thrust nearly collapsing her slick form onto the bed. Eyes white she look to the sky and prayed.

"Mes déesses. La nuit, l'amour et la douleuse. Donner votre navire indigne tel plaisir et elle vous donnera la chasseur." She promised as she was filled. The pain on a background to the spikes of pleasure she shared with her Love. The hot breath on the back of her neck. The tight grip on her thigh and in her hair. She called out. He answered.

"With me, my love," He demanded and begged all at once.

"Toujours," She promised. She closed her eyes. Her tongue lagged before her jaw shut tight. Every muscle pulled like a harpstring. Her throat bulged as she tensed. She knew, she had always known. He was near and she feared the strength of the lion near as much as she loved it. Her black skin was turning a dull red from heat and the slapping against her. Kraven slammed into her, folded tightly along the arch of her back. She let go. Down on her forearms and her thighs wavering as she kept the pair of them high during their climaxes. She whimpered, battered and bruising from the ferocity of her hunter. She felt the seed splashing inside her, unworried, knowing that if his hunter sought her fertility she would be unable to stop him. She was loved. He was loved. She felt his great arms pull her into his chest.

"Thank you, love."

"Always," The hunter promised.

The sound of the lovemaking stopped and Adrian Toomes returned to the blueprints Mason had drawn up. Beck rearranged himself on a nearby couch, clearly off step from the shrieks and chaos that had erupted from the suite. Toomes looked on Quentin with pity. The Vulture had had his share of wild trysts back before he had been kicked out of grad school. He had a particular favor of wild black women and found himself feeling more nostalgic than off kilter or envious. It gave him a momentary good feeling before he fell back into his darkness.

Adrian Toomes had fought and worked for years with a string of failures. His juvenile mistakes had robbed him of the credentials to excel in his chosen field. Finally, dedication and hard work and ingenuity had finally given him the greatness he had dreamed of. And that hack, that half-cocked arrogant mistake of a scientist, Norman Osborn had taken his work and pissed on his name. Adrian Toomes had wanted recognition. Adrian Toomes had demanded an apology. Adrian Toomes had nothing. Tekflight still belonged to Oscorp. Worse, Osborn was dead. Toomes had dreamed about dropping the man like a stone onto the pavement but a dead Osborn was a useless one.

It was the Goddamned arachnid. Toomes curled his lips into a half snarling smile. Arachnid was Octopus's slur. He had respect for Octavius, especially since the little man had shaken off the oppression of Oscorp and become Doctor Octopus. Otto was convalescing in Ravencroft once more. How he had convinced a second jury he needed treatment and not incarceration was a sure sign of his genius. Toomes looked forward to reuniting with his partner in crime once again.

The blueprints were impressive. Phineas Mason, The Tinkerer, excelled in robotics beyond anything Toomes had imagined. The Tinkerer had reinforced Vulture's wings, providing sharper control and a better harness to help the old man withstand the acceleration he subjected himself to. The Tinkerer was the mind behind Mysterio's machinery. He had upgraded The Shocker. He had expanded The Shocker's tech into producing Ricochet and Ox's improved body armor.

"This is incredible." Adrian Toomes put down the last blueprint.

"Mason says he needs capital." Beck sat down next to Toomes, looking over his shoulder at the closed door between they and Kraven.

"We can acquire anything we need." The Vulture assured Mysterio.

"Of course," Mysterio nodded, "But Spider man--"

"Spider-man will be my responsibility." Kraven opened the doors as he announced his presence. Toomes caught a glimpse of Calypso, in little more than an improperly tied robe, behind the leonine hunter. Beck turned away with a sophomoric blush on his cheeks.

"You'll need assistance?" The Vulture knew Kraven had failed even with the help of five other supervillains.

"He shall have it." Calypso announced. Her body flowing with power as she crossed the main room towards a divan. She began brushing her hair, oblivious to the stares of the men in the room. The Vulture followed her movement with an appreciative grin.

"You're a lucky man," Adrian commented.

"Indeed," Kraven showed no jealousy towards Vulture's appreciation, but contempt for Mysterio's embarrassment. "The lion hunts with his queen."

"And how do you plan to finally do in your prey?" "Vulture asked.

"With the right bait." Assured Kraven.

"Flavored with the right poison." Grinned Calypso.

It was Sunday afternoon. Two days after Spider-man had defeated the Prowler. Peter and MJ walked in silence through the antiseptic smell of the hospital. They were visiting a friend the papers had reported as one of the victims of The Prowler. They found Ned Lee being turned away by a furious black woman.

"Peter!" The reporter turned away, finally giving up talking to the victim. "Long time my good man. The paper just isn't the same without you. And, it's Mary right?"

"Yes it is," The redhead smiled.

"Seriously, no one at work believes your dating the girl on the billboards." Ned clasped Peter's shoulder. "Betty's sticking up for you but..."

"Yeah, I get it." Peter grinned. Ned was enthusiastic but a good reporter. With the exception of Jameson, Peter had liked the whole staff at the Bugle.

"Good man," Ned smirked. Mary Jane shared his teasing mirth. "Anyway, do you know Mr Brown? His mother won't let met in and--"

"I do. But, I'm not standing up against his mom." "Peter replied.

"Smart move," Ned agreed, looking over his shoulder to make certain Mrs. Brown had returned to her son's ward. "Could've really used your pictures on this case. The police sketches of the Prowler's mask aren't much to go on."

"Well, when your boss hires supervillains to stalk you and your friends..."

"Say no more Peter." Ned clasped his shoulder, "But Robbie'll hire you back in a heartbeat if you ever want to get into again. And you probably could get a raise if you play your cards right."

"I'm actually kind of glad Peter isn't chasing after Spider-man anymore," Mary Jane interjected. "It's hell on all the people who worry for him."

"Yeah," Ned agreed without much sympathy. There was something in his eyes, "But it's hard to give up the chase, isn't it?"

"You have no idea," Peter agreed. "Say hi to Betty for me."

"Yeah, you pass on my regards to Spidey," Ned laughed, "Nice to see you again Mary."

"You too, Mr Lee."

"Ned," Ned corrected and then went off down the hallway speaking some hurried thought into a small recorder. MJ gave Peter a look he assumed meant "Don't you dare go back to the Bugle." The two teenagers moved ahead to meet Mrs Brown at Hobie's room.

Hobie didn't look good. His face was bruised and purple. Peter knew the injury arose from the right cross he had swung across Hobie's face. MJ believed what the Bugle had written. Hobie was just a mistaken victim of the Prowler's hunt for gangbangers and street scum.

"Hello kids," Mrs Brown issued in Peter and Mary Jane. She gave the redhead a little push putting her just a bit closer to Hobie's bedside.

"How're you feeling?" Peter asked. A guilty knot was forming in his stomach.

"Been better." Hobie said with uncharacteristic brevity.

"You look terrible," MJ pointed out.

"It's not as bad as it looks," Mrs Brown assured them. "Plus Hobie's been seeing just how much his friends care now that they've been running in and out of here all weekend."

There were flowers and get well cards lining the windowsill with little room leftover. MJ put the one from her and Peter next to the football shaped one Flash had left. Mrs Brown announced "I'm going to get some snacks. You kids want anything?"

"I'll come with you," MJ volunteered. She leaned in to give Hobie a quick hug and whispered "Get better." Peter and Hobie placed their snack orders and the women left them alone.

"I haven't turned in the pictures I took." Peter said once the door to the hallway was closed.

"What?"

"Of you fighting Spider-man." Peter's face grew dark. He was angry and worried and it was coming off dangerous.

"I thought you quit The Bugle?" Hobie started. "No, I mean who wouldn't follow Spider-man. I was wondering why you showed up."

"I showed up because my friend was hurt and I was worried." Peter explained.

"We've never quite been friends." Hobie shrugged. "But thanks."

"So the Prowler? Why?"

"The youth center kept me from being picked up by gangs. They use kids as dealers and runners because they can't get arrested for as long." Hobie sighed. "When the center had to close down. I saw the sharks and vultures picking up the kids who no longer had that safe place to go to. I couldn't let it happen. All the gear from the center is still there. I just took over the metal shop and set myself up. Figured I could be a real hero. Fix the mistakes made by Spider-man. Look out for the little guy. I got lost in all the anger. Didn't see that I was making worse mistakes than the one Spider-man had."

"I'm not planning on turning over the pictures," Peter said. "I won't sell them to the Bugle and I'm on contract not to sell Spider-man photos to any other publication for the next two years."

"Why not?" Hobie asked. "The cops could really use them."

"Yeah," Peter agreed, "And I might have to. It all depends."

"Depends on what?"

"What's next for The Prowl--the guy who did this?" Peter asked. Changing his question as the door swung open and MJ and Mrs Brown returned to the room. Arms full of snacks. Healthy and junk food.

"Spider-man knocked some sense into him," Hobie declared.

"Good." Peter agreed. MJ gave him a quizzical look. The chatting returned to safer topics. "Get better buddy." "Thanks for the M&Ms Mrs B." And soon the next group, Liz and Mindy, arrived and Peter and MJ were leaving.

"What's going on?" MJ asked Peter in a whisper as they started the journey out.

"I was feeling kind of guilty I hadn't saved Hobie," Peter admitted while guarding the whole truth. "I just wanted to know what had happened and how I could prevent it for next time."

"You're a good guy, Peter Parker," MJ pulled him in for a quick kiss on the cheek. Peter blushed and MJ poked him in the ribs. They turned towards the elevators just as Liz slipped back into Hobie's ward with a sneer on her face.

M3 was always a place to feel awkward. Teenagers: hormones and stupid decisions came together like baking soda and vinegar. This Monday morning it was worse for some people. Unable to convince her parents that her hangover was the flu, Liz showed up. She hadn't talked to any of her circle since Harry and Gwen had walked her home. She really didn't want to look anyone in the eye today. She caught Seymour looking at her but he hurried on when she gave him a proper scowl.

"Where have you been Liz?" Sally had on a bright smile when she grasped her best friend in embrace. "You missed all the fun we had this weekend."

"Like Hobie getting beat up?" Liz asked hoping to keep Sally's affected congeniality away from her own drink induced embarrassment and sourness.

"Oh God!" Sally smacked Liz across the upper arm, "No! Look, Hobie's going to be OK. The police or Spider-man's going to get the guy who hurt him. We need to see the good in that and move on to the good in everything else."

"Thanks Sal," Liz smiled for the first time since the party, "Look, I really want to forget all that happened."

"Hey this beautiful hair isn't only for show," Sally puffed up her blonde ponytail, "I can forget anything."

"Ah, I always hated that." Liz admitted.

"Hated what?" Sally cocked an eyebrow.

"Playing dumb." Liz looked over to the dry fountain Sha Shan and Flash were talking hand in hand. "Terrified he wouldn't have liked me if I wasn't a bimbo cheerleader. It was exhausting."

"I know what you mean," Sally gave a crooked smile, "I never had to play dumb for Rand. He used to get so mad when we started that way last summer. Turns out being a controlling bitch is better than a simpering bimbo. It's so easy to fall into that hole though."

"Ha," Liz smiled again, turning away from Flash and moving into the school. Peter was coming and she didn't want that heartache right now. "And I bet Rand is feeling the effects of Queen Bitch now."

"Princess Bitch," Sally corrected, giving a flutter of her eyelashes and an innocent lip biting smile. The cheerleaders laughed their way inside.

"I knew you were kind and considerate. That was why I dated you in the first place. I let myself get so twisted up over," Sha Shan's voice dropped several decibels, "first time." She continued with her regular volume, "I'm glad you're willing to wait."

"Anything babe," Flash grinned, "I'll tell you what though. When you can say first time without dropping your voice. I'm coming for you."

"Really?" Sha Shan brushed her hair back over her ear. She couldn't kick the goofy toothy smile from her face, "Good. I'll be ready."

"Excellent," Flash declared. "So now that the play's all done, what will you be working on next?"

"Actually, I got this idea from talking to Hobie in the hospital," Sha Shan began animatedly describing
her next big project. Flash watched with genuine interest, asking questions that showed quite a bit of perception. He may not have known how carbon atoms bonded to hydrogen or how to find out the area under a curve, but he could listen when motivated.

Peter arrived with MJ. Swinging to school was becoming less of an option with the redhead showing up to catch the bus with him two or three times a week now. He had a passing thought about why she was crashing with her Aunt Anna so often but it was quickly supplanted by the way her red hair caught the breeze and showed the curve of her neck. The she flashed a bright smile. Her words slicked off the imaginative barrier protecting Peter's brain while he daydreamed about webbing her to a bed. The fingers snapping in front of his eyes kicked him awake.

"Earth to Peter," Mary Jane looked mildly put out. "What's going on in that head of yours?"

Peter gave her an idiot's grin and she rolled her eyes. The bus gave them just a few minutes to get to class. The pair were hurrying to their criminology lecture. They met Gwen and Harry near Gwen's locker. It was a quick kiss she gave Harry. It was a sharp spike Peter felt. Harry was leaning over her telling her a story, using every moment to close the small distance between himself and his girlfriend. MJ interrupted.

"Morning Gwen, Hi Harry," Her heel kicked Peter in his shin. The message was clear. Get that look off of your face before you hurt Gwen.

"Oh morning Mary," Harry said, he was in a bright mood, "You and Pete seem to be getting closer."

The comment was meant to rattle Gwen and Peter. Harry could feel the feedback from where his hand rested on Gwen's wrist.

"Well we are kind of neighbors," MJ pointed out, "It's kind of amazing we hadn't really been friends before."

Peter and Gwen heard the finality in the word friends. Gwen smiled. Peter shuffled his feet.

"Anyway, you guys go ahead," Harry charmed. The change in him since watching his father go glider first into a pile of pumpkin bombs was obvious. He was more aggressive, more forceful, more charming and seemingly without the social awkward timidity people had come to expect from him.

"We're just about late as it is," MJ agreed, "But I wouldn't want to be the boyfriend who kept the police captain's daughter from class."

"It is pretty close to the bell Harry," Gwen agreed. She seemed so deflated with him. Still Gwen but not all of Gwen. Peter was feeling nostalgic for The Look.

"Well, what are we waiting for then?" Harry slipped an arm over Gwen's and another over Mary Jane's shoulders. Peter chased after them, one step behind.

"Sample SM-05 is showing signs of decay. Mild, sample is still sound. Continuing experiments with adjusted d--"

"His stink is still here." The low timbre growl of Kraven the Hunter echoed in the hollow parts of Dr Warren's ears. The scientist stood up, turned, his left hand rested on the labtop counter. He slipped his right hand behind him. His revolver was not in its holster. His face showed no hint of it.

Kraven arched an eyebrow. The smell of nervousness, sweat and adrenaline, was wafting off of the doctor. Calypso stepped out from behind Kraven. The whiff of lust mixed into the air.

"Welcome back, Kravinoff," Dr Warren extended a greeting but not a hand. "To what do I owe the pleasure?"

"The Spider-man. He has been here. Recently."

"No," Warren corrected. "I check the night cameras regularly."

"I smell--"

"I have samples." Warren interrupted with casual disrespect, "I am studying his mutation. His blood is on this slide."

"Mmm," Calypso licked her lips and approached the microscope. He stepped back. She was easy to admire in her elegant but primitive gown. He looked up to see the smug look on Kraven's face. The woman spoke, "This is magnificent, What is your price?"

"They're not for sale," Warren declared.

"You're certain?" She asked in a sensuous purr. There was no coyness in Calypso. She was as much hunter as her Love.

"Very," Warren gave no ground.

"Then you must tell me how to procure my own," Calypso's words were unconcealed threat.

"No need," Kraven declared. He picked up an empty vial marked SM-04. "I can smell a third scent on here. A woman."

Warren remained stoic and tight lipped.

"A woman?" Calypso returned to Kraven's side. "Then we do not bait the Spider, but we bait the man."

Kraven smiled or showed his teeth. Warren would never know. "Do we have a name for the woman?"

"Yes," Warren smiled. The gears turning in his head let him say "Black Cat" with a smile.

Spider-man was swinging across Manhattan in the last minutes of daylight. It had been an uneventful night after an uneventful day. He was starting to feel the effects of quitting The Bugle. The hours and work with Kingsley Inc was thin. He didn't have the portfolio of most of the photographers on staff. He only seemed to get work when Kingsley personally decided that he needed two cameras at a given shoot. The pay was great but he wasn't getting enough work. He could have pulled in nearly twice with pictures of The Prowler. MJ on the other hand was in demand. Seemed like every other day she was grabbing the uptown bus to meet up with Ms Vaughn-Pope for another assignment. Peter had only photographed her twice, and once had been in his own bedroom. He cracked a smile under his Spider-man mask. The only person he had more fun snapping pics of was Black Cat.

Speak of the devil and she will appear. Peter almost missed her. She was waiting on their gargoyle over Brooklyn. Spider-man didn't think twice. He cast a web over and swung. There were signs. She was standing, hair blowing in the breeze. Regal was the description for the Cat. However, Black Cat was playful, taunting. Yes, she was proud, but she had never shown herself to Spider-man like this before. Peter landed on the nose of the gargoyle.

"Hey Cat," Peter grinned under his mask. His heart was pumping harder than after he had dodged all of Goblin's traps. "I've been missing you."

Black Cat smirked, her lips cutting a clever game while her eyes had an ice to them. Peter would have stammered, but Spider-man didn't. "I haven't forgot about our night. I looked for you." The Spider-man scuttled forward before standing up to his height, eye to nose with the platinum haired thief. There was a chaotic sound, like drumming booms producing a frightening beat with Spider-man's own heart. The gloves of the Black Cat settled on his cheeks and she leaned in kissing him through the mask.

"Heh," Spider-man spoke with all the eloquence left within him. He almost formed a dopey comment, intrigued by the baiting grin crossing Cat's lips. The beat still rattled under his skin. He almost missed the tingles. "Cat!"

Spider-man grabbed her about the waist before he jumped. Web line grabbing the next gargoyle soon as the claws slashed down into stone. He had been heartbeats away from being threshed. "Kraven?"

Spider-man tossed the woman up onto the next ledge, swinging under and landing behind her to make sure she didn’t fall. The wind rushed past him but it seemed to miss Cat's hair. He landed face to face with Black Cat.

The eyes were wrong. Everything was wrong. The drums, The drums hammered alongside his heart. She held a red-tipped needle in her left hand. Peter blinked. The world was unbalanced, tilting. The spider-sense hadn't fled him. He leapt off the wall. Eyes clashing with the hungry look in the woman's. Kraven landed from his second pounce. Cat faded into blackness.

"What is this? Trade in your hot sleek kitty for a clunky old one?" Peter landed on a glass pane above Kraven. "Should've kept the receipt."

"This is the end of you Spider." Kraven growled. His claws shrieking as they scoured glass. He was charging up the wall.

Spider-man attempted to jump over top but Kraven was quicker, stronger and already had the momentum. The Spider-sense was in chaos but his feet and arms failed to move with all the power and celerity he was expecting. Grabbed by the ankle, Spider-man was swung backwards shoulders colliding with stone wall. Kraven's hand gripped tighter on his ankle and tried to pull him back. Spider-man fought. He found purchase on the wall and rolled with a backwards somersault. Kraven had no such purchase. The leonine hunter was sent over the Spider-man crashing face into the glass. It didn't give. There was a hard crunch. Kraven let go. He was falling.

"No!" Spider-man panicked. Visions of Norman's death, of Hobie's hospital bed, of Jack O'Lantern's sprawled body, all contested the vision of Kraven tumbling twenty four floors to his demise. The web thwipped from his wrist catching Kraven by the waist. The weight felt huge. Spider-man's biceps bulged as he pulled back to halt Kraven's momentum. Kraven swung back towards the building.

"Little Spider. I am no fly for you to catch," With a slash of his claws, Kraven's tether snapped. He was already swinging back towards the wall. Kraven growled as he twisted about before rushing and leaping his way from ledge to sill. Spider-man wobbled. His vision was blurry. He needed to run. Spider-man leapt, throwing his web out to the building across the road. "Yes, run Spider! The thrill of the chase is the best part of any hunt."

Spider-sense throbbing, Spider-man landed on a gravel covered roof face to face with a snarling lion. "Nice kitty," Spider-man slurred, moving slowly hands before him. He dropped, his legs not working just like they should. The lion pounced overhead. Peter's quick roll and slide up onto all fours put him face to the backside of the big cat. "Looks like someone could use a cat nap." Spider-man swung out with a heavy punch, colliding with the side of the lion's stomach as it turned. The cat rolled twice before it scrambled back to his feet.

"Gulyadkin is not so weak as to fall from a single punch." Kraven's voice came from behind Spider-man. The hero turned to face the hunter.

"Alright," Spider-man wheezed, "From this point on: I'm a dog person."

Spider-man twisted aside as Gulyadkin pounced once again. Spidey was safe, but his muscles seemed so lethargic. What had Cat given him? Why? He knew she was mad at him but he had figured things had changed after their evening together. Something wasn't right. Nothing added up. Kraven's attack was closer than Gulyadkin's. The spider-suit was rent on his shoulder. He wasn't caught. He ran, diving over the edge of the building. Kraven's claws kicked up debris as he rushed after him. The arms crushed around his middle. Air was pushed from Spider-man's lungs. He sent the webs forward grabbing the next building. Gulyadkin roared from atop the building.

"Relax, Spider-man." Kraven squeezed tighter. "This is the final end for you."

A gaspy breath was all the quip Spidey managed before the pair swung hard into the brick wall. His whole body hurt, but he managed to twist and kick hard enough to shake loose Kraven. "Twice you have broken my grip. You are indeed the greatest prey."

Kraven managed to keep himself high by grasping a fire escape. He didn't have time to move before Spider-man kicked Kraven across the face. The webhead was swinging away. Kraven roared. Spidey sucked in all the air he could. Oxygen was undeniably delicious. He left behind the lion and the hunter swinging his way towards Midtown. It wasn't good enough. Kraven wasn't stopped. Kraven would follow. He couldn't go home and it wouldn’t be much longer before is Aunt May alarm would go off. Dizzy, disoriented, aching, he swung passed the alleyway he had webbed up his clothes and backpack. If Spidey couldn't run, maybe Peter Parker could.

He wasn't far from The Silver Spoon and he wasn't surprised when he ran into MJ. He figured he would run into someone from M3. He had overheard plans at school that day. He was surprised, with Spider-sense and "He's going to kill me!" hyper alertness that she saw him first.

"Peter!" She hollered and waved. He managed not to flinch, still looking up and searching for lions. Peter ran over to her.

"Hey MJ," He was speaking fast, "Is that a new perfume?"

"Yeah, its Revanna Number 6. I got a sample from the shoot yester--"

Mary Jane's green eyes went alarmingly wide when she found herself pushed back against the front window of The Silver Spoon. Peter's lips forcing themselves onto hers. She tried to push him off but he was strong. She knew his secret but she hadn't known his strength. He broke the kiss for just a moment, whispering "Need to. Explain later."

There was no stopping him and though she hadn't expected or asked for this, Mary Jane was interested in it. She trusted Peter, so she crossed swords with his tongue until the lion roared.

"What the?" Peter had acted surprised reeling back two or three steps as Gulyadkin stalked out of the alley Peter had exited a few minutes earlier. MJ could feel her bones turning to jelly. The scream belonged to Liz Allen.

Peter twisted to see his ex-girlfriend rushing up to him. Her scrunched coffee cup was leaking its steaming contents all across the sidewalk. She dashed up. "We have to run!" Her eyes not leaving the slowly pacing lion.

"I think a lion can outrun us." Mary Jane's words were knocking as hard as her knees.

"Gulyadkin has no interest in you children," The voice came from overhead. Liz refused to take her eyes of the lion. Mary Jane and Peter looked up to see Kraven the Hunter coming down the side of the building. Peter jumped back several feet to give the great hunter room to land. Those catlike eyes turned on Peter. "We're hunting Spiders."

"This again?" Liz garbled her words, "Peter's not Spider-man, the Bugle proved that."

"But he stinks of him." Kraven breathed in sharply through his nose. "And of this one." He waved to the redhead.

"Peter! Your backpack!" MJ said, lightbulbs going off over her head. It was hard not to laugh and smile at the genius of it. Peter dropped his backpack just quick enough for Kraven to wrench it from him. Peter fell backwards onto his ass, not part of the plan, part of the poison, but it certainly sold his story.

"Clever bug," Kraven smirked. "But he cannot run forever." He growled, the sound echoing like terror deep in the lungs of MJ and Liz. Peter just watched the lion turn and chase after the hunter.

"Peter!" MJ laughed, falling down onto her knees and giving him a hug. It was her time to kiss him unexpectedly. Liz's death glare was followed by the angry clicking of her heeled boots as she stormed away from the pair. "That was genius." "The redhead whispered as the sounds of the city protected her words from reaching Liz. "Webbing the mask to the bottom of your schoolbag."

"Spider-man must really hate you." Flash Thompson's laugh was followed by Peter being slugged in the chest with his backpack. Sha Shan and Flash were standing over MJ and Peter. Flash, triumphant, had Spider-man's mask, still clinging with webs, in his right hand. "Nice work with Mary Ja--Spider-man might be telling you to take his picture again." His breakneck change of topic occurred when he saw Sha Shan cocking an eyebrow at him.

"Come on, Tiger," MJ stood up and offered Peter a hand to his feet, "This has been the kind of crazy night. Let's get you home."

"Yeah," Peter scratched his head as Flash and Sha Shan walked passed them. "Hey Flash. Do you think I could get that mask? I kind of earned it."

"Nope!" Flash said laughing and waving it over his shoulder back at Peter. Peter slumped. He wasn't looking forward to making another one. He perked up when Sha Shan snatched it out of Flash's hand. His relief was short lived as he watched Sha Shan shove it into her purse. She was laughing. Flash was pouting.

"I'll stitch you another one, Tiger." Mary Jane slid her arm into Peter's, "One with fewer visible threads sticking out of the back of it." They headed home. Not talking about the kiss. Not talking about Liz. Not talking about Spider-man. Not talking about Kraven. Mary Jane was not ready to face any of the feelings of fear that were hammering in her heart.

They weren't heading to Queens. Peter insisted that he walk MJ home. She couldn't sleep at Anna's every night. She dreaded Peter coming up so she kept slowing her pace with every block closer she found herself to home. Peter wasn't thinking about that. He was just happy she was with him. He still had the taste of her lip gloss on his lips and he was feeling giddy. Finally they arrived.

"I think I can make it the rest of the way myself, Tiger," Her parents lived in a fourth floor walk up. She was looking up seeing the silhouette in the window: a man sitting in a recliner. Smoke was clearly visible in the apartment. "Good night."

Peter didn't hear the quaver in her voice. He just gave her a hug and promised not to swing his way home. He watched her ass climb the stairs until she was out of sight and headed home.

"Make any more money with your body today?" Mary Jane was greeted as she entered. She didn't look at her father. She just went to her room and was thankful there was a lock on the door.

Midtown Manhattan Magnet High School was a powderkeg of gossip and judgment. Word of Peter and MJ's public display was spreading faster than the stories about the lion or that Sha Shan had somehow picked up Spidey's mask. Peter was garnering looks of envious hatred or genuine awe. If his head had been throbbing less, he might have noticed. Whatever Cat had stuck him with was leaving his system the hard way. Harry met him at his locker.

"Peter Parker, you dog,"[2] Harry congratulated his best friend with a one armed hug around the shoulders. His genuine excitement put Peter off for a moment. Harry was always one to root for his friends, however even when Peter had started dating Liz, he hadn't shown this much respect.

"It's kind of blown out of proportion," Peter defended. He could be oblivious but it would be impossible not to know what the topic of conversation was.

"Not on the first date, Pete," Harry admonished, "MJ's not that kind of girl."

"Yeah," Peter smirked, "She has a wonderful personality." The pair laughed. A good friendly sympathetic laugh that Peter hadn't felt in months. It was liberating. "We should get some food. Just me and you. We haven't hung out in too long."

"Absolutely," Harry agreed, "We'll grab a bite after school. I'll pick you up at your place."

"Awesome," Peter was just feeling better. Like anything might turn his way soon. Peter Parker hadn't counted on his own luck.

"You're not going to blow off tutoring?" Liz seemingly appeared out of nowhere.

"Uh," And now things were complicated enough again.

"We could always do it tomorrow Pete," Harry shrugged unperturbed by the events.

"I--"

"No, I've got the period off and Peter can miss pre-calculus." Liz decided. "I'll have him back to you by the time school's over."

"Pete? Miss class? No--" Harry couldn't make it through his false outrage before succumbing to his laughter. Gwen showed up around then and Harry immediately slung his arm around her waist and continued marching off to whereever they were going. "Later Pete."

"Later Har," Peter said and slumped turning to Liz. "Library?"

"Don't be stupid," The cheerleader facade dropped and scorn covered her face. "We'll be seen. You know where. Just after the bell."

"I--This isn't right." Peter explained, "Liz, you're too good for this kind of thing."

"You're right. I'm too good for you." Liz huffed and pushed him into the lockers with one distracted hand. Peter was overwhelmed. "You know what will happen if you ditch again."

Liz left with her nose in the air. Peter slumped against his locker. He had taken the bus to class today, no mask meant no swinging. Thankfully MJ had made good on her promise to sew him a replacement. Truth was it looked professionally done, much better than his own attempts. IHe was kind of embarrassed that she had need to help him . Initially, he had a spare at all times. He hadn't replaced the one that had got trashed after his fight with Gobby. Peter Parker, you are such a flakeball.

He arrived on time at their little hideaway. It was a basement classroom that hadn't been used since the state had cut half of the art budget. There was a circle of desks in the center and a dozen easels without canvases on the far wall. The small dirty windows let in little to no light. Two of the overhead fluorescent bulbs were flickering. Liz was dressed in her cheerleader outfit. Peter knew what it meant. It showed her place on the food chain. Cheerleader looked down on geek. Their biology books were on the table. She always made sure this ended with actual studying. Because of Peter, Liz Allen was an honour student this semester. She wouldn't be valedictorian material. She was a conqueror. In the top of the class, popular cheerleader, boys after her, she even had the right friends.

"Hey Liz," Peter slung his bookbag onto one of the desks.

"You cheated on me." She had a flat look. Impatient, judgmental, but above all hurt. "With MJ."

"I--"

"She just wants to break you heart." Liz walked around to Peter and looked him in the eye. Her hand was soft on Peter's cheek. "She wanted to break my heart by pushing in Gwen. She wanted to break Harry's heart by stealing Gwen from him. She's breaking my brother's heart by taking you from me."

"MJ isn't--"

"But she didn't break my heart, Petey." Liz's voice was so sweet when she used her pet name for Peter. She was so beautiful. She wanted him so fiercely. He knew this. He held her. His arms crushing her into his chest. She laid her cheek on his shoulder and whispered into his ear.

"I broke your heart, Liz." He understood.

"You did," Liz agreed. She was starting to sound hopeful. "But we can put the pieces back together again. You just can't let me go."

"I--"

"Gwen's with Harry." Liz explained, "They need each other. You know that."

"I do," Peter was terrified for Harry. Liz didn't know the reason, but she had seen the guilt and it was her first weapon to use against Peter.

"You won't cheat on me," Liz looked up. Peter's brown eyes couldn't keep her gaze for too long.

"I--" Peter took a deep breath. He tried to cut things cleanly off after she had come to him. It was impossible. Professor Warren had seen the vast improvement in Liz's grades. One bad assignment and Peter had found himself in an unwanted lecture. He had a responsibility. The next tutoring session involved him running out to web up three muggers. Aunt May sat him down the next day and told him how proud she was to hear that Liz had brought her grades up so far with his help. Liz was waiting for him in this room the next day. "I'm not going to cheat on you."

There it was. A promise: he had made so many and they all seemed so hard to keep. Liz whispered, a thank you in Spanish, something else Peter couldn't decipher. They kissed, or she kissed him and he found himself unable, unwilling, and unthinking of resistance.

Her lips were soft and hot. So different from their first kiss at New Year's. She had been gentle. She had been laid bare. That vulnerability had transformed. Her kiss was something inviting but also invading. Her mouth parted as Peter knitted his fingers behind the small of her back. She molded against his chest, her eyelids gliding shut. She was so small, and yet so perfectly sized for him. Her breast carried the beat of her heart almost in time with the movements of her tongue.

Her own hands were tightly gripping the back of Peter's head. She pulled him into her directing his kiss against her lips. He felt sweet and at his most honest. Liz wanted few things more.

Their unhurried kiss ended with a wanting Liz drawing in Peter's tongue for one last moment. They drew apart, neither releasing the other. Each teenager convincing themselves to put off the idea of consequences. Their eyes opened together aligned perfectly. The first thing either teen saw was reflected affection.

"Liz, I--", Peter was pulled forward. His mouth brought to bear against Liz's throat. He played his part kissing and nipping as she rolled her shoulders and head back. She whimpered, keeping quiet as her hair fell back to the desktop. His hands moved up, uncertain of their goals or journey. Liz's thigh pressed against the outside of Peter's leg. He knew, as he leaned into her, just how near he was to her sex.

When they had been official, Liz and Peter had neither been adventurous nor hurried in their explorations of each other. Liz had been experienced, Flash had been expectant and insistent but somehow not ungentlemanly. There had been social cues and rules to live out or live up to that had not been conducive to Liz's pleasure or comfort. Peter had destroyed all of those constructs just by being Petey. Their time, as much as Peter could find, had been about “Us”. Now it was about “Us versus them”.

"Petey," Liz gasped as Peter's hands rose to the sides of her chest. "Take my top off."

The kiss on her neck ended and she met the childlike enthusiasm in his eyes. Liz had to smile as she lifted her arms. The cheer top zipped off of her quickly leaving her in a pale green sports bra. She hooked a dastardly grin. "All of it, Petey."

He wasted no time. The part of him that worried and calculated was silenced. Her breasts jiggled free as the bra followed the top onto the yellow tiles. She had perfect breasts. High and round with hard erect nipples on small dark areolas. Peter's hand settled beside and under them as he measured their weight and reveled in their presence.

"You are so beautiful, Liz." The words had so much more meaning to her with him looking her in the eye. His hands were so strong and she found herself leaning back onto her elbows as he leaned in to kiss her. His hands never left her breasts and she smiled into their kiss for his wonder. He was soft and gentle but unyielding. There was a strength in his whole body that he understood and held in check. Liz wanted him to let go.

"Petey," Liz whimpered as Peter began kissing down from her lips. She was flat on her back now. One hand tangled in her hair and another in Peter's. She mumbled when he kissed the hollow of her throat; she yipped when he kissed his way up to her nipple. He physically loved her breasts. Hands wandering and mapping every inch of flesh. He nipped, licked and sucked. Never neglecting all of her breasts for the nipple. Moving slowly but without hesitation nor compromise. He travelled back and forth from each breast.

Liz let go of him, unable and not needing to direct his endeavours. She pulled her feet up onto the table. Knees rising against Peter's ribs. She used the lip of the desk to pull off her shoes. Their thunk against the floor was loud enough to startle Liz into a breath. She was amazed with Petey. She could let him play with her breasts for days and she doubted she would get tired of it. But they only had 80 minutes together and she needed more of Peter.

First, her heels planted into the top of the desk. She used the leverage to raise her hips. She forced Peter to rise as he continued relentless with her breasts. She reached below her. Gripping the waist of her skirt and twisting until she could grab hold of the zipper and tug it off. She pulled her shorts and panties off with them. She struggled left and right. Peter was in the way of her nudity.

"Petey," Liz whispered. She stroked the side of his cheek. He looked up, smiling wolfishly around the nipple of her right breast. "I need to get your clothes off."

Peter rose up, his superhuman agility keeping the crick out of his spine. He looked down to see Liz's nudity as it revealed. She shimmied quickly out of her bottoms and slid off the desk to stand next to him.

"Liz, I want--I don't want either of us to get hurt." He announced doing little to resist as the naked Puerto Rican girl laid him back across the table. She smiled as she leaned into kiss him again.

"We won't get hurt if you don't hurt us again." Liz promised. There was hope and sincerity in her eyes. Peter could not argue as Liz stepped back and started unlacing his shoes. She liked doing this. The slow undress. Peter was more hurried weaving and worming as he awkwardly rushed out of his shirt. He was thankful he had taken the bus. His spidey suit was in his backpack.

"My God," Liz grinned appreciatively as Peter slipped out of his shirt. She had seen it before but who could guess he was so built under those t-shirts. "You get your pants."

There was nothing to say to that as Peter slipped the button out of his fly and ripped down the zipper nearly hard enough to pull his pants apart. Liz tossed the second shoe to the floor with her own. Peter kicked free as Liz pulled his pants off and scrambled astride him.

"Hi," Liz was overtaken by a moment of nervousness as she hovered over the boxers Peter was peaking out of.

"Hi," Peter mirrored. This was about to be a first for them. It was unmistakable. The few times Liz had strong-armed them together had resulted in a lot of teasing and one release across Liz's wrist.

"I want this," Liz explained. "I want you."

"I do too," Peter admitted. In the moment this is what he wanted. It wasn't smart. It wasn't even right. There were dangers in doing what you wanted unprepared. It was hard to debate those changes with his hands resting on Liz's thighs while she reached behind and under her. Her cool fingers encircled his cock, pulling it through the hole of his boxers. Her sex was hot against his. He was amazed at her warmth and wetness. So unlike Black Cat.

"Liz! Condom," Peter shouted as he felt the first push into her sex.

"I'm on the pill, Petey," Liz dismissed and sank down to her ankles, she let out a long sighing breath as that feeling of fullness suffused her body. Her skin was flushing red. Her eyes were closed and pointed to the ceiling. "Oh my God!"

Peter was caught between confusion and elation. He held her waist as the couple slowly rolled through long but shallow thrusts. Liz dropped forward. Her hand flat against the desk. She was balanced on either side of Peter's shoulders. She grunted with each rock of her hips. Her long hair cascaded down and teased Peter's chest. She couldn't believe she was full of Petey. At last.

Peter provided the power. Hoping Liz would fall further forward so he might clasp her tight against his chest as they coupled. He had the strength. It was difficult to please her without risking breaking her. So different from Cat. The passion with Liz was all emotion, not the heat of battle. This was Peter Parker making love. That scared him.

The two fucked. Liz was certain and in awe of what she was doing. Every nerve felt exposed. Everything Peter did was intense. She was growing hot, her body burning and sweating as she felt that cock inside her. Her breaths were gasps and wheezes. Peter was remarkable. So pristine she felt cheated. She wanted him fucked senseless but it seemed she was going to lose the contest. Her insteps were seizing. Her right shoulder twitched. She dropped lopsided across Peter's chest. He caught her in a tight hug. She had to bite the inside of her cheek to keep the scream in. Petey belonged to Liz.

Peter was balanced on the balls of his feet and his shoulders. Liz was crushed in his arms, vibrating and keening into his ear. He couldn't kiss her though the curtain of hair and clenched jaw. He teased the ear that stuck through her raven black hair. She was whimpering, almost crying, hiccupping with strangled breaths as he drove himself up and into her. She splashed across his thighs. Her smell, sweat and sex, was every breath.

"Petey! Petey!" The first few iterations were breathless and heady. The longer they went on the more the sounded like garbled nonsense. He might have been fucking her so hard that the dark things of Lovecraft might crawl through the dimensions, mistaken that their names had been called. He released her and she rose up, weaving awkwardly as she wrapped her arms tight around her belly. Her orgasm came.

She had been very wet but her coming was diluvial. Her sex splashed, darkening Peter's very macho rocketship underpants. Her insides clenched milking and encouraging Peter to join in with her.

"Liz," Peter grunted. Grabbing her about the shoulders and pulling her against his chest once more. He gave two hard twitching thrusts. That inch of power that he need to breakthrough the barrier between frustration and pleasure seemed daunting. It surprised him, giving way like paper as he pulled Liz tight and spent himself inside her. Exhausted, together, they slowly lost their tension and oozed into a sleepy cuddle.

"Thank you, Petey," Liz was more jubilant, more excited afterwards. Peter was reeling, sitting back against the aged teacher's desk. Liz had tissues in her bag and she was cleaning up mess she had left around Peter's cock. "You're always so wonderful." She kissed his lips and smiled at his goofy out of sorts smile. "Can we go over the parts of the cell again? It seems so impossible when Mr. Warren explains it but you know the perfect way to explain mitochondria and nucleuses."

"Nuclei," Peter responded. Liz smiled brilliantly back to Peter. The pair shared a conspiratorial laugh. They got up, got to work, slowly getting dressed through the lesson. The afterglow, the fun, the connection they had, kept the pair of them in high spirits until the final bell rung. As soon as they were out the door they would be cheerleader and victim once again. Peter knew he had to stop this. Liz knew that after exams she would have no means to force him to come to her anymore. Both left the room, faces clouded with dark thoughts.

The blonde wig was strewn across a red cushioned chair. The fur lined catsuit was discarded before the open bathroom door. The latex mask was on the bathroom tiles. Kraven kept moving from chair to sofa to chair. Gulyadkin lay curled up next to the radiator. The three other men in the room tried to focus on the blueprints they had spread over the coffee table.

"The problem is the processors that we've been using for the Mysterio bots leave a quite a lot to be desired." The Tinker explained. Beck took mild unspoken offence to that. "We've got several choices,
but the best move collect some of the experimental stuff Smythe is building at Tri-corp."

"Tri-corp incursions are foolish at best," Vulture complained. "Their security is top notch, especially after the loss of the Shocker suit."

"True, but there is an idea." Beck's eyes were on the steam swirling around the bathroom door. The Tinker looked, hoping for another momentary vision of Calypso.

"What are you talking about?" Kraven followed their eyes.

"The Black Cat is an expert on this kind of work," Tinker confirmed Mysterio's theory. "We hire her to get the components we need."

"Why not use Chameleon?" Vulture asked. "This sort of work would be better with someone we could trust."

"One, we don't technically trust the Chameleon," Beck replied.

"Two, we certainly don't know when he'll contact us again," Mason listed.

"I like the idea of using this Black Cat," The soft timbre of Calypso's voice turned heads as well as her body could. She was naked, unashamed, and toweling out her hair. "We have other uses for her as well. Don't we love?"

"I don't think he will fall for the same bait again," Kraven pouted, "The prey is clever."

"I won't be wearing the catsuit this time." Calypso explained while Beck made a disappointed mew. "Sometimes the mousetrap works best with real cheese."

"A mousetrap works best with peanut butter." Commented Mason, eyes level with Calypso's chest. The woman finally wrapped the towel around herself, blocking out the view of her form. Beck was slowest to turn back to the coffee table.

"This will work, love."

"Da," Nodded Kraven. "I believe it will."

"I believe I've hit another wall," Dr Miles Warren spoke into his recorder, "A test subject or the actual donor will prove necessary for further breakthroughs. Miss Whitman, will you please make sure our inventory is fully stocked?"

Debra looked up from her microscope. Without a word, she went to fetch the clipboard and would then move throughout the lab calculating everything. Doctor Miles Warren walked into the former office of Doctor Curtis Connors. He had his own office, this one was slowly being turned into a conference room. This is where Warren met with and telephoned important contacts. He was a man good with numbers, a certain few were strictly kept to memory. The one he dialed on the untraceable phone was first.

"Oi?" A Brooklyn accent answered.

"Blackie, it's Miles." He spoke.

"Ah, What's up Doc?" Blackie laughed at his own allusion.

"I was curious, some might say impatient, to see how we were on finding us another patron." "Warren's politeness veiled a strong current of displeasure.

"Well," The bookie showed no sign of being intimidated. This was one of the reasons Warren had deemed working with him to be profitable and sensible. "The troubles are no one is on top and there's too few folks on bottom."

"Indeed," Warren drummed his fingers on the mahogany desktop. "Ms. Manfredi is not an option?"

"She may be, but she's been laying low. Sides, she doesn't command as much respect as she needs without her Pa's reputation to work with." "Gaxton lamented, "If word comes up. I'll get in touch. How's on your end?"

"There's a young woman who might prove an obstacle." Warren sighed, "Dealing with her is not quite an option yet."

"Fear of publicity?"

"Amongst other things."

"The Big Man operated with such a credence," Blackie explained, "Look where it got him."

"I'm too much of a coward to take the highest seat, Mr Gaxton," Warren explained with no self doubt or loathing. "Besides, I wouldn't have the freedom I need if I had to play administrator as well as the scientist."

"Fair enough," Blackie agreed, "Goodbye, Miles."

"Farewell."

"Child's play," Black Cat used a small cutting torch to skin two wires of their rubber protection. She then used a small battery operated screwdriver to remove the face of the keypad panel. Underneath was a single circuit board, a half dozen wires and a square grey chip labeled with Asian characters. Cat stuck a strange attachment into her Osberry and attached two alligator clipped cables to where she had bared the copper wire. The Osberry showed a short holographic cartoon of a cat playing with a ball of yarn. There was a pneumatic hiss and the door to vault 15 opened.

The vault was big enough for four men to stand around the display case in the center. A half dozen glass shelves held eighty small computer chips in tiny plastic boxes. Black Cat switched tapped her goggles. The childish laser grid made her smile. With her augmented strength, flexibility and coordination she quickly danced her way through the lab. She focused her theft on the top rearmost shelf. There were six chips. She made certain to clip the keypad panel back on after she had closed the vault door. Laughing to herself, she even left a small warning sticker that read: Caution Exposed Wires. There was no hindrance as she left Tri-corp.

"That was quick Cat," An elegant looking black woman in a tawny dress was waiting for Black Cat at the rendezvous.

"I was paid for quick," Cat smiled. They had met on a rooftop in midtown. Personally, Cat preferred to conduct business in an upscale restaurant or theater. However, some of her clients preferred the clandestine and murky. Felicia had previously avoided these types of clients, unless they were properly referred, but over the last month she had grown quite confident in her new found strength and power. "Now, I will be paid for delivery."

"It's such a beautiful night," The black woman turned and looked over the skyline of New York. It was indeed beautiful. "Besides, thanks to you," The client stepped close to the Felicia, she spoke warmly but a bit too close for comfort. "I have some free time to spend."

"I'm flattered," Black Cat gave her warm smile, "But all that you have that I want is in your wallet."

"Pity," The woman laughed, "Because I was interested in another of your services."

"I don't know where you heard such a rumor," Black Cat growled, "But it is untrue."

"Oh?" Neither woman had given an inch. "You don't hunt spiders?"

The question put a stiffness in Felicia's spine. True, she had her issues with Spider-man. She had fewer issues with her father, and he had taught her to be a thief and refused her help to escape prison. Black Cat had fantasies, revenge and other, that featured Spider-man. For the right money, no, for the right client, she believed she would take the Spider-man down. This woman was not the client.

"No," Black Cat shook her head, "I steal. I don't hunt."

"Oh," The heavy voice carried a Russian accent, "And I thought we had so much in common."

Cat spun. She was never caught off guard like this. Never. She had checked the meeting grounds three times before she joined the black woman on the roof. There was no sign of anyone. No sign of Kraven. The famous Hunter was less than three paces from her now. Confidently standing there as if he had always been there.

"I believe I am owed for these?" Cat kept her cool by hiding behind the small attache case which held the six computer chips.

"I believe you are," Kraven agreed, "I'm sure The Vulture will pay quite handsomely when you deliver them."

"Then there is nothing for me here," Black Cat turned to leave. The black woman was directly in her path. The false client laid hands on Felicia and found herself quickly hip tossed onto the rooftop. The hunter pounced.

Cat's augmentation granted her agility like she had never imagined. Beforehand she could have competed for a spot on the American Olympics gymnastic team. Now, she was something else entirely. She ducked and weaved and twisted and dove. She wanted to run, fire her grapnel gun and disappear. There was no victory in her defeating Kraven. There was no money in her staying here. She couldn't run. She was fast, blindingly so. Kraven was faster. She could hit him, she could probably knock out a clydesdale with a proper punch. She wasn't trained to fight. She gave a few lashing kicks, several clawed swipes, however, she was only making room for herself. Kraven was a fighter. A killer by trade. He knew how to expect her attacks. He rolled with her superpowered blows, always closing the gaps she made between them. She screamed, hoping he was the kind of man who would respond to a woman in peril. He was, but he didn't see a woman, he saw prey. Black Cat did a quick slide under a right haymaking punch. She cartwheeled, diving away from a shoulder tackle. She almost made it. The clip to her left upper arm sent her into a spin. She stumbled backward. She was caught around the waist by the woman.

"Are you alright Calypso?" Kraven asked, giving Black Cat a moment after his lover had been thrown down again. Black Cat sprinted reaching for her grapnel pistol.

"I am quite unharmed, Love." Calypso's voice came through a sickeningly sweet smile. Kraven chased his prey. Felicia leapt, hoping to clear the lip of the building, she had seen Spider-man shoot a line from the air dozens of times. She could do it she could get away. She kicked off with all her might. All of her natural might. She missed the edge by a foot and a half. Smaller, less powerful, she screamed again. This time her voice truly portrayed the victim. Calypso laughed as Kraven slammed down Felicia into the roof. In Calypso's left hand was a small garage door opener looking switch. Her thumb rested over a red button.

"Well Cat," Calypso walked over to the pinned thief. She kicked the attache case, still clasped in Felicia's hand, away. "I believe we have a deal to barter."

"Bitch," Cat growled.

"Americans," Calypso smiled, "So many wonderful insults to toy with and sling and yet they always fall back on the crass."

"What do you want?" Felicia appreciated that she couldn't get up, but if she wasn't struggling it was clear that Kraven was doing nothing to hurt her.

"A simple trade, Kitten," Calypso licked her lips, "I help you get your powers back under control and you lead us to the spider."

"Ha!" Laughed Cat with no enthusiasm. "Is that all?"

"Quite so," Kraven agreed, "Sometimes the prey must be lured out with what tempts it most."

"Fine," Cat couldn't hold back all of the blush she felt at the idea she was what Spider-man desired most, but she kept all of that from her voice and her hard eyes. "But I have one demand."

"You make demands and I will permanently rob you of your strength." Calypso warned.

"Say your piece woman," Kraven interceded on Cat's behalf.

"I want Kraven to hold the controller." Black Cat stated, "I'll find Spider-man only when I know he has it." she gestured with her head towards the man sitting on her back.

"I refuse," Calypso said she seemed prepared to offer another threat but Kraven interrupted her.

"It shall be done." Kraven agreed. Calypso acquiesced to her lover's bargain without gesture nor complaint. Cat soon was on her feet. The controller rested in the bottom of Kraven's quiver. She felt so weak, so robbed without the power. She cooled herself; she had a spider to find.

"This I missed," Peter admitted. Harry and he were in a little pizza place. Harry had insisted on paying, they were both on their third slice and second soda. "We haven't really hung out since you got back from--"

"I was an addict Pete," Harry filled in the empty silence, "I needed the help."

"Yeah," Peter was confronted with the last moments of Norman Osborn. The pizza didn't quite taste as good after that. "How are things with you and Gwen."

Harry took his time chewing the bite he had in his mouth before he answered. "It's going great. Gwen's a great girl. I'm lucky to have her. I love her."

"You love her?" Peter bit out. Everyday he missed Gwen. Everyday he saw that sad smile at school or the lab. Everyday he saw Harry and worried about him relapsing into the Globulin Green. Everyday his heart broke. Luckily, he had Liz, Cat and MJ to keep his brain in matching shape.

"Of course I do," Harry tossed his crust back into the box and grabbed a fourth slice, "She's perfect."

"You told her yet?" Peter worried. He hoped he sounded worried for him and not for himself.

"No, not yet," Harry admitted, "Kind of want it to be special, you know."

"I really do," Peter sighed. There was still one more piece in the box, and three uneaten crusts. He decided to pass on it.

"So you and MJ, huh?" Harry perked up. "Can't do much better than her."

"No, you can't," Peter admitted. He couldn't do better than MJ, not while Harry had Gwen.

"She's a pretty heavy partier. I hope you can keep up."

"I doubt it," Peter showed his first genuine smile of the night.

"Me too," Harry taunted.

Peter had to laugh. It was infectious. Harry laughing along with him. He realized he had needed this. Liz and Gwen were so close and so out of reach. Black Cat had disappeared and that last encounter with her and Kraven was so wrong. There was MJ and she was great, but when he needed a friend she was too beautiful and amazing and he started wanting her for more than a friend. And when he wanted her for more than a friend he was shot down and found himself with an amazing friend. Peter needed something uncomplicated. Peter Parker needed Harry Osborn. It was hard with Gwen, but Harry was still Har.

"Do you want to hit a movie or something this weekend?" Peter asked."

"Yeah, sure. There's that new Iron Ma--"

Harry was interrupted by speeding patrol cars, blaring sirens and flashing blue and red lights. Peter immediately moved to stand and leave.

"Where're you going Pete?"

"Uh," Peter slid the camera out of his right pocket.

"I thought you ditched the Bugle gig," Harry accused.

"I, uh, I..." Peter showed remarkable eloquence.

"Whatever Pete," Harry got up and pushed passed him. "You obviously need to go hang out with your buddy, Spider-man."

"Har," Peter really did feel he had to go. Doing nothing was not an option. Do nothing and there'll be another Uncle Ben. "I can--"

"No, go," Harry's voice took on something dark and angry, "Get out of my sight."

Another stellar day in the life of Peter Parker. The Webhead was swinging after the patrol cars railing at himself. Another stellar week in the life of Peter Parker. First you let Black Cat lead you into a trap. Then you let Liz haul you around by the heartstrings and dump your body in the East river. Now it’s like you're spitting straight in Harry's face. Whoever's at the end of this chase is going to wish they had picked a better day to be a lowlife scumbag criminal. Spider-man zipped around a corner, intent on cutting to the front of the pack.

"Going the wrong way, Swinger," Black Cat shouted at Spider-man as the webslinger zipped passed. "Whatever the cops think they're running after isn't me."

Black Cat almost yelped with the webbing slipped right next to her face and Spider-man was coming at her. She almost flinched. She would have hated herself worse than anything if she had. Her powers were gone, but this was her Spider.

"Nice to see you again, Cat," Spider-man grumbled through his mask. "Who do you have with you this time? Vulch and Mysterio going to make our date a foursome?"

"What are you--" Felicia shook her head. "Look, I just wanted your attention."

"Well you got it," Spider-man thwipped her hands to stone behind her. "Just this time without the scratching."

"Oh," Felicia's lips cocked in a smirk. "Kitten plays a little too rough for the Spider?"

"It's not the kitten I'm worried about," Peter's eyes narrowed beneath the mask. "It's the tomcat."

The backflip was masterful. Felicia nearly shrieked as the plate glass window to her left cracked into a web of fissures. She started clawing at the webs on her fingers. The knife didn't break into the room but another hit and that window was good as gone.

Spider-man landed against the lower window in a four point crouch. He was angled toward the street by looking across. Kraven, he was tearing up the rooftop before he leapt. Spider webs caught his feet in mid-jump. The impact sent cycloning into the compromised plate glass.

"Cat!" Spider-man yelled as he flipped up to the ledge where he had left her. Luckily, the window had busted in and The Black Cat wasn't shredded by shards of plate glass. She was not around anymore.

"Well at least I'm not poisoned." Spider-man turned to where Kraven was quickly recovering. "Yet I'm still out of my mind. Here kitty kitty kitty."

The raking tackle was immediate but Spider-man managed to leapfrog the attack. A solid two legged kick sent Kraven careening into a square of cubicles. The workstations toppled in a paper strewn mess. The woman's shriek seemingly came from nowhere. Even startled, Spidey was not slow to act.

The black woman in the slate gray business skirt was like a deer in headlights. Spider-man performed a long jump, clearing the scattered mess that was exploding as Kraven rose roaring. The woman screamed again.

"They're not paying you enough for overtime." Spider-man told her as he swept her up around the waist. He had tossed out a line. It was too be a short swing to the stairwell and away from Kraven. His Spidey sense began to tingle.

"Let her go! She's with Kraven!" Black Cat came through in another window moving quite quickly to intercept Spider-man's path.

The Black Cat lies. The spider sense doesn't lie. it was a split second decision. The black woman cursed as Spider-man let her go.

"Calypso!" Kraven roared. A well placed line sent Spider-man to the roof as the hunter scoured the ground under Kraven. Black Cat scored a heavy punch into Calypso. She punctuated her attack with a barb that was less clever than Spider-man's usual.

"You traitorous wh--" Calypso's retort ended with a black boot cracking into the side of her jaw. Calypso corkscrewed down in a heap.

Kraven pounced. The webs went up across his path but he slashed as he charged closing on Black Cat. She was running. The line left her grapnel pistol with a gunshot charge. Her escape was straight out that window. All she had to do was clear it and she was free. Not free. He still had her controller. Cat let go of her gun, it zipped out the window recoiling towards the building across the street. She twisted, curling on all fours. Her face was turning as white as her hair. Kraven was coming.

"Cat!" Spider-man shouted. He was coming after Kraven the trail he was leaving was littered with severed threads of webbing. Spider-man wasn't going to make it in time.

The Lion aimed for the Cat with a brutal cross swipe. He didn't predict the attack she made. She tried to dive over him scoring her claws down his right flank. He was lightning quick twisting and clasping her about the thigh.

"This is your end, thief." Kraven declared.

"No, she still has lots of time." Spider-man splashed a wrist full of web into Kraven's face. The hunter snarled and only let go of Cat's leg because Spider-man slammed a fist into Kraven''s wrist. The lion roared as the Spider put every ounce of force into his dropped shoulder.

The window was open and Spider-man's hit made Kraven airborne. Cat had dropped flat onto the floor, dodging the supervillain projectile. Spider-man strode forward, still angry. All day had primed him. Cat and Kraven left him stripped down to the raw nerves.

The lion was scrambling, arms flailing as he fell. The shlurk of a webless wrist shooter dropped the anger for terror. It was Cat who shrieked: "No!"

Spider-man scrambled for his belt. He had loaded cartridges in the midst of many terrifying time constraints. The cartridge clicked in in time with the metallic crack. The car alarm started a shiver in Peter Parker. He would have collapsed to his knees. He might have started crying. He might have found someone to punch the fear out on. Black Cat's arms encircled his waist. Her cheek rested on the side of his head. She whispered in his ear. Spider-man stood tall.

"Where's the other one? The woman?" He and Cat turned to see the wrecked but deserted offices. They only waited a moment. They left the scene with the sounds of the car alarm, an ambulance siren, police cars and the hint of drums.

Cat looked out over the city. Night had fallen. It was closer to morning. Vulture had paid her properly. Kraven was neutralized, it was even odds whether he would come out of the coma before he was out of traction. Calypso had escaped but she had been the hand behind the knife. The weapon was gone.

Black Cat was smiling. She had felt that powerlessness inside her Spider. She had felt that pall fall across his shoulders. She knew that he had felt pain and it titillated her. She had wanted to comfort him, to hold him, in the moment. He was the man who kept her father from her. She found it hard after the fact to forget that. She slipped her hand to the claps that previously held her grapnel pistol.

"Meow," she purred as her muscles expanded and hardened. She left the roof at a run, into her city, into her night.

"You doing OK, tiger?" MJ stopped Peter in the hallway the next morning.

"I've been better,” he sighed. His eyes followed Liz as she marched into Professor Warren's classroom, books held to her chest and nose in the air. She purposefully avoided looking at him or MJ.

Sally was shortly behind teasing Flash. "Your hero's gone bad."

"Please," Flash shook it off, "You can't trust The Bugle. They were the ones who thought Puny Parker, Venom and the Chameleon were Spider-mans. Spider-men. Spiders-man? Whatever. This is all another hoax."

"I wouldn't be so sure," Harry shut down the conversation. Everyone looked rather embarrassed. Peter had to turn away from Harry's glare. Gwen, under her boyfriend’s arm sent her heart out to Peter, but looked at her shoes.

"I don't think you know what you're talking about, Osborn."

"Hobie! You're back!" MJ erupted and everyone swarmed the return. Peter stepped forward but a hand settled on his shoulder.

"May I have a word Mr. Parker?" George Stacy asked, it didn't feel so much like a request.

"Uh... Yes sir."

"Where are dad and Peter going?" Gwen watched the two men she loved walk away.

"Probably to talk about how Pete's missed one in four criminology classes,". Harry dismissed, " come on, babe. Can't miss Professor Warren's riveting lecture."

NEXT: History 306 - Dates and Figures

[1]I apologize for the French. It has been almost a decade since I've taken it and while that reads back
to me correctly, there is probably a better way to say it than just a straight translation from English. If you can do better don't hesitate to prove it.

[2]Kid Flash from Young Justice, but Weisman drops references to his other works in every new project,
I thought it only fitting to have one or two myself.

Author's note: Two months back I lost my computer. It was damaged in an accident that thankfully no one was hurt. However this means I lost most of the notes and writings I had for the upcoming chapters. I was never prompt with this series but this has incurred far more delays than expected. The worst being I wrote this on my phone. Fuck, I miss keyboards.

This is almost a year old and it is less than a fifth done. I really hoped to be on Season 4 by September. Now I’ll be lucky to make it onto season 3 arc 3 Law. That seems unlikely because I no longer have access to the episodes, my research and the collection of comics I was using.

Please review, bad reviews welcome, it does encourage and propel me.
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Spectacular Spider-man Seasons 3, 4 and 5