Well its been forever since I wrote anything, but I promise Ive worked on this in bits in pieces for a while. I actually wrote it up once then decided to start from scratch because i didnt care for some of the paths I took. Im still not completely satisfied to be honest, but what can ya do? I'd be writing until the end of the Mayan calender if I waited until I was happy with it. Either way, the latest chapter in this series. If you havent caught the stories leading up to this, you can find them on my yahoo page Yahoo! Groups or here if you dont mind digging. Either way, as always I want ANY criticism. Its the only way I can improve. By the way, if someone wanted to edit this a bit, maybe clean it up, space, and spell check, I'd owe them a favor lol. Yes, Iam a lazy writer.


Black Cat leaned against a huge stone gargoyle several stories above the surrounding buildings. The gothic style statue was nearly as old as the city itself, and seemed out of place on the roof of a towering corporate building. Apparently some of the more overpaid executives thought they could add a little historical taste to their steel tower by purchasing the beast from a local church that was facing bankruptcy. Still, Felicia had grown rather attached to it. Her and Spider-Man had shared not only their first kiss there but also their first intimate encounter. It was a frenzied and passionate session between 2 superheroes suspended in midair by webbing. The stone gargoyle witnessed the entire thing, though both were fairly certain he would remain a silent observer. Unknown to either Pete or Felicia, both used this same place to unwind, enjoy the New York skyline, and discuss life's little issues with a mutual rocky friend who was always willing to lend a ear.

Tonight Felicia mostly talked about how she missed Pete. Peter Parker had left a week earlier and would be gone for roughly three more while he helped Tony Stark resolve some issue in the Negative Zone. At least she thinks it was the negative zone. Hard to keep all these alternate dimensions seperate. Either way while he was out working his mind she was back in New York losing hers to boredom. Since the couple got back together, crime was rarely a issue. The occasional mugger here and there werent enough to keep her mind and body busy. She yearned for the excitement of taking on the Shocker or Scorpion or anyone more threatening than some drunk hooligan with a switchblade.
Most of all she wanted to fight. The memory of her destruction of the Invisible Woman still made her wet. Pounding the titts of that haughtly little cunt turned her on like few other things could. Sue would never agree to a rematch though. At least not without the use of her powers. Fighting a woman who can crush buidlings with a invisible forcefield didnt appeal to Felicia. Mary Jane Watson would be a even more desirable fight, but the redheaded bitch apparently left the city after her last and most humiliating loss to the tall platinum blonde. Felicia sighed.

"Well buddy, its about time I head home. Sweet of you to listen." she said as she patted the gargoyle on the head. The statue kept its menacing expression. Felicia turned to see two large metallic cables whipping at her. Her reflexes were at the height of human capability, but still she only barely ducked the first tendril, which utterly destroyed the statue and send huge pieces of debris to the streets below. She couldnt however avoid the second tendril, which crashed violently into her stomach and sent her flying at least twenty feet across the roof. She landed and rolled several more feet, coming to rest near the edge. All the wind had been knocked out of her by this surprise attack, and she was certain at least a few of her ribs were broken. She collected herself and looked up just in time to see another large tendril swinging down on her position. She rolled away just in time as it crashed where her head had been just a second earlier. A large piece of stone broke off and fell to the street below followed shortly by a the alarm of a car which was crushed below. The identity of Felicia's attacker soon became clear. Two metallic tendrils grabbed Felicia's wrists and effortlessly lifted her off the ground. Two more secured her legs at the ankles. At the end of mechanical arms was none other than Dr. Otto Octavius, more widely known at Dr. Octopus. The bulbous scientist used one of his human hands to adjust his sunglasses, a usual mannerism of his indicating he is about to go off on a supervillain monologue.

"Ah, right where they said you'd be, and without that annoying wall crawler anywhere to be found. Of course someone of my intellect would easily hatch a perfect plan to take what Spider-Man holds most dear." the arrogant Doctor said with a sneer. Despite the pain racking her entire body, Felicia wondered how many times he had rehearsed this speech he was giving before her left home tonight. Ignoring who "they" were for now, Black Cat replied.

"Perfect Plan huh? Attacking me from behind with your slinky arms? I hope you didnt spend too long on that. At least guys like the Green Goblin are a little creative." she said through labored breaths. Even under the best circumstances Dr. Octopus was a extremely dangerous enemy. Still his ego had always been his weak spot. Felicia hoped to somehow exploit that now. "Is it my turn to kick your ass this month? I swear time flies when you're sending fat squid themed assholes like you to prison every other week." Felicia spat. Dr. Octopus would take no more. With a roar he released her left ankle and pulled that tendril back for what would be a killing blow. It whipped forward but stopped inches from Felicia's torso. The Doc's expression changed from anger to amusement. A wide lustful grin came across his face. The tendril began to carress Black Cat's thigh. Felicia shuddered in disgust then winced from the pain in her ribs.

"You wont be able to bait me that easily anymore you little tart. Do you remember the first time we met. I left you nearly dead. Your costume was in ruins. Its a image thats stayed with me ever since. A man of science is still a man afterall."

"Yeah I remember, and I also remember Spider ripping those freakish arms of your off and leaving you in worse shape than I was in." She hoped that'd snap him back to reality, but she doubted he even heard her. He was too focused on his artificial appendage. The tendril slowly moved up her body towards her breasts and suddenly Felicia felt like a character in a pornographic japanese cartoon. The metallic arm cradled each of Felicia's magnificent orbs for a moment before moving towards the zipper. The 3 arms restraining her pulled her in close to the Doc. So close she could smell the stink of cheap cigars on his breath. It clamped on to the zipper and gradually lowered it, exposing more and more of her massive titts as it went. Just when Octavius' attention was as focused as it could get, Felicia slammed her unrestrained knee squarely into his erection. She felt it buckle like a derailed train under the force. Instantly all four of his robotic arms fell to the ground lifeless. The neurological link between his brain and the tendrils was clearly interrupted. His face screwed up in silent horror as his hands shook, moving slowly towards his compacted penis.

Free from his clutches, Felicia took a step back from the disabled scientist and sized him up. "Take away your creepy arms and all you are is a chubby nuclear physicist with a bad haircut." she mocked. Drawing way back, she put everything she had into a nasty punch directly between the helpless doctor's eyes. His sunglasses split apart and dropped, followed shortly after by the merficully unconscious villain. "Typical megalomaniac." she said quietly to herself. Her hand drifted up to her ribs. What to do with him now? Even without her injuries she wouldnt be able to carry him off to the police station. Just one of those mechanical arms weighed at least 400 pounds. And how would she get back to the apartment for that matter? No way would she be swinging home in the shape she was in. A taxi perhaps? Most cabbies wont stop for masked, costumed customers. Her thoughts were interrupted by the sound of quiet applause. She spun to face her audience and was suprised to see her former rival Selina Kyle dressed fully in her Catwoman costume sneering at her while she clapped mockingly. A second shadowy figure was standing behind her, still concealed in the shadows.

"Impressive. I would have thought someone like Dr. Octopus would completely destroy second rate trash like you. Oh but I do suppose the cliche is true about it being hard to find good help these days."

"Selina? What the hell are you doing here? What are you up to bitch?" Felicia demanded, quickly realizing the set up and betrayal. "Do you really want another go at me? Last time I stopped at just beating you, this time you arent going to be able to walk away!" she threatend. She was badly injured, but still felt confident at her chances with Selina. Last time they fought she had only narrowly won. However she also has learned a lot since then, and knew Selina was perhaps nearing the twilight of her costumed career. Still the tall brunette was a dangerous opponent.

"Kitten, you really dont know me do you? Im not one of those self righteous bitches with some high moral code. Honey, I fight dirty." On that cue, the 2nd figure stepped out from the shadows. Felicia's eyes widend. It was Mary Jane Watson! Only, different. For one her long luxerious red hair that Felicia had cut was completely grown back. Secondly she was in a spandex costume of her own. The middle portion covering her inner legs and thighs, stomach, and chest was white while the outside borders were green with gold trim. She wore a gold half mask as well as a gold belt. The sleeves and ankles both flared out. The last and most noticable difference was her size! MJ had always been several inches shorter than Felicia, but now she stood as much as 2 inches taller, putting her over 6 feet tall. Height wasnt the only thing that increased. Her lowcut costume revealed that now she easily matched Felicia's awesome rack. Not to mention that Felicia estimated she put on about 20 more pounds of muscle as her once lithe arms were now well defined. Her thigh and calve muscles were easily seen through her tight costume.