The Ultimate Cat  Parts 1-4

by The Power Company


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DOWNLOADED FROM
http://www.superwomenmania.com/storybank
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The Kingpin tries a new approach to catching Spiderman.


[We were inspired by the Black Cat's appearance in Ultimate Spiderman
recently. This is how the tale would have gone if it were written by The Power
Company!]



PART ONE


Her long fingers worked the combination on the hidden safe swiftly and
silently in the near total darkness of the office. It had been quite an
accomplishment to get this far, but she knew that it would all be for nothing
if she didn't finish the job. Word of the priceless jewel that lay inside the
safe had spread in the underworld for the last few days. It would make the
perfect addition to her collection. And besides, what's a trifle like this to
a man like ...

"Would you like some more light, my dear?"

Suddenly the room was ablaze with spotlights aimed at the wall where the safe
was installed. Yet the man who had turned them on was still cloaked in shadow.
The burglar spun around, seeking a quick escape route. But the only door to
the office was currently being blocked by the surprise visitor.

As the Black Cat scanned the doorway for any hope of exit, she realized that
the door was more than blocked. It was filled with the massive physique of the
last man she wanted to meet on this job. Wilson Fisk. Damn, she thought, he
was supposed to be downstairs at a social event. How did he know?
Nevertheless, she had every confidence that she could elude his capture. She
always trusted in her bad luck powers to get her through. All he would have to
do is make a move for her.

Fisk stood still and stoic in the doorway. "It's no use, Cat, there is no
escape. And I've seen enough of your moves to know that I would be a fool to
try to catch you. I would probably trip over something or twist my ankle. And
trying to shoot you does no good either. How many times have guns misfired or
even exploded while aimed at your lovely face. And so we sit here. You
cannot escape and I refuse to move."

In desperation, the Black Cat flung herself at the mountainous man. A quick
succession of punches and kicks yielded negligible results. Fisk simply
blocked some and let the others bounce harmlessly off his portly body. And
still, he filled the doorway.

"Are you quite done, my dear?"

The Cat twirled around and picked up a two foot tall statue that sat on a side
table. She launched it toward the large plate glass window on the other side
of the office. It, too, bounced off and shattered into a million pieces.

"Bullet proof glass, four inches thick. You know Cat, that little statue that
you just smashed cost me $200,000. Are you going to reimburse me for your
damages."

The Black Cat was still in a fighting stance, waiting for any opening she
could find. "It was only $145,000 if I recall correctly, and you were taken in
- it's a forgery. Not very bright for the 'Kingpin of Crime', eh?""

The big man smiled. "Hmmm ... it's refreshing to see someone who takes their
work seriously enough to do their homework. It was actually $146,500 to be
precise. And when I discovered that I had purchased a forgery, the poor man
who sold it to me met with an ... unfortunate ... accident. Whereupon I
recovered the original. Which you now destroyed."

The Cat was suddenly shaken and lost some of her bravado.

"But I'm not here to quibble about statues. I am here to make you an offer.
One that, for your sake, I hope you can't refuse. After that, you are free to
go."

The Black Cat relaxed her stance and leaned on the desk. "I just have to
listen to your offer, and you'll let me go?"

"That's correct."

"In that case," the burglar crossed her arms over her abundant chest and
settled back against the desk, "you've got my undivided attention."

"I am just a humble businessman," Fisk began, as if beginning a fairy tale, or
addressing a jury, "trying to make a living. Where people get this wild idea
that I'm the so-called Kingpin of Crime is beyond me. I am one of the state's
largest employers and most generous philanthropists. However," he continued
with more somber tones, "I have a small insect problem. A spider has been
bothering me as of late, sticking his nose into business that he shouldn't be.
Making my life a lot more complicated than it should be!" He slammed one fist
into the other to make his point.

The Black Cat cocked her eyebrow at this sign of weakness in his otherwise
solid front. "I believe that would be an arachnid problem, not an insect
problem," she gently corrected the large man.

"NO! He is a puny little insect of a man and he will be squashed!" Kingpin
paused and calmed himself down after his outburst. "All of my efforts in the
past to 'restrain' him have failed. He is either too quick, or too
resourceful, or just too lucky. He is the thorn in my side, the sliver under
my fingernail, the paper cut on my hand - he's not very big, he just keeps on
pestering me, always looking to knock me down, always gumming up the
works on my otherwise smoothly running empire."

"Whoa, that's quite a lot of similes there, big guy. Take a breath!"

"Metaphors, to be precise," it was Fisk's turn to correct the Cat. "So this is
where you come in."

"You want me to kill Spiderman? Sorry, Kingpin, but I don't do assassination
work. You need Elecktra or maybe Bullseye. I'm just a lowly cat burglar." She
turned away from the big man, picked up a vase, and began to examine it.

"I'm not asking you to kill the vermin. There are plenty of others who will
line up for the chance to rid the world of Spiderman. First he needs to be
caught. And you my dear," Fisk looked at the Black Cat with her trademark
black costume with the slit in the front all the way down to her navel showing
off her bounteous bosom to it's fullest, "are just the bait I need to spring
the trap. You are a most exquisite beauty. How could a young man like
Spiderman resist your feminine charms?"

"My, I didn't expect you to be such a flatterer." She brushed back her
strands of long platinum blonde hair. "But I'm afraid you've still got the
wrong gal. Every time we've mixed it up, he's always got the better of me. He
even overcomes any bad luck. He's just too good."

"Ah yes," sighed the Kingpin. He reached inside his coat pocket and produced a
small vial of clear liquid, "That's where this comes in."

The Cat looked at the vial skeptically, "And that is...?"

"Some of my scientists have perfected a serum that will multiply a person's
natural strength." He paused, letting the woman turn the possibilities of
greater strength over in her mind. "Listen Cat, you have the agility, the
resourcefulness, the fighting skills to take down Spiderman. You have the
sexual appeal to snare him. All you need is the strength to defeat him in
combat. This is your chance." He gingerly held the vial in front of the Black
Cat's eyes. She seemed almost mesmerized by the prospect of superhuman
strength.

The woman blinked and brought herself back to reality. "If this stuff is
so good, why aren't you pumping out legions of super strong thugs?"

"This single vial cost nearly two million dollars and nine months to produce.
I do not intend to pass it out like candy to less worthy candidates. You, on
the other hand," he looked at her again, scanning her fetching costume, "you
are perfectly suited for this sort of advantage."

The Black Cat was turning his sales pitch over in her mind. What he probably
means, she reasoned, is that the effects are so unpredictable that the
augmented person would either wind up dead, or too difficult to control. "So
why don't you just take the stuff and take care of the problem yourself?"

"And what makes you think that I haven't tried? Your punches and kicks earlier
were much more effective than they appeared and for any normal man would have
proven quite debilitating. However, thanks to an earlier version of this
serum, I now possess the strength of ten average men. Even still, I cannot
match the strength of the spiderboy. And like I said before, strength alone is
not the key to his defeat. He has shown time and again that he can defeat far
stronger opponents."

"I'm still not clear, Kingpin, on what I get out of this deal."

"I thought that would be abundantly clear, my dear Cat. You are left with
super strength to continue your life of burglary - but on an even grander
scale - and there's no Spiderman to stop you. But to sweeten the deal even
more, I will throw in that little jewel in the wall safe that you were so
interested in."

The Cat mulled the proposition some more and then finally said, "Well, I'm
terribly touched by your offer, big guy, but I think I'll pass." She set the
vase back on the table and stepped toward the looming figure of the Kingpin.

Fisk's face went suddenly cold and stoic. "I was hoping that you would agree
to my proposal. However, I am a man of my word and you are free to go.
Felicia."

The Black Cat froze in her tracks. He knew her name! Fisk pulled a small
device out of his pocket and pointed it at her head.

"What a horrible host I'm being. I left all of my guests downstairs,
unattended," the Kingpin said as he pushed a button on the device and a large
television monitor came to life on the side wall. "Perhaps I should check in
on them." After several other clicks and different camera angles, he settled
in on a particular couple and zoomed in a little. "I say, Miss Hardy, isn't
that your mother chatting with the ambassador of Zunithia. Wouldn't she be
surprised to see that her young daughter is not home doing homework tonight?"

Felicia's first instinct was to rip away at her enemy, break away as fast as
she could and then try to think of a plausible alibi later. But she knew that
that was impossible. Fisk had already taken her best shots and laughed them
off. She twisted and turned her head trying to find some means of escape.

"You see Cat, I do my homework, too," Fisk said with a wicked smile.

The Black Cat grabbed the vase again and lifted it, ready to smash it and
anything else in the room. "You may break anything in here, but it will do you
no good. I will not move from this doorway," Kingpin intoned. Then taking a
different tone, he said, "Did it occur to you why your mother was invited
tonight? She has been working on a real estate deal that could set her up for
life. Or it could ruin her financially if it falls through. So much riding on
one deal. With me."

The Cat remained poised to throw the expensive vase, "So that's what you're up
to. You're going to try to blackmail me into bringing Spiderman to your feet."

"Blackmail is such a pedestrian term, my dear. I rather think of it as an
opportunity. Everybody can win in this situation. Your mother gets her deal of
a lifetime. I get the Spiderman out of my affairs. You get a real super power
to go along with your natural abilities and some lovely parting gifts." He
motioned to the safe. "And my word that I will never ask anything of you
again."

"Your word always has too many hidden strings attached," Felicia said as she
lowered the vase back to it's table. Then she turned back toward her captor.
"I don't really have much of a choice now, do I?"

Fisk held the vial out toward the slight girl again. The Cat stared at it for
a few moments before stepping toward the big man. She gritted her teeth and
slowly took the vial from the Kingpin. She looked at her hand compared to his.
His was easily twice as large as hers. She wondered how many lives he had
snuffed out with those massive hands.

"How does this work?"

"It will cause a mild virus to infect your body. When the virus passes, your
muscles, bones, ligaments, and tendons will be ... mmm ... different."

"Different? Will I end up looking like a big lump, like you?"

"You would be totally useless to me if you did. No, the serum will leave your
muscles slightly larger but far denser and stronger. You will retain your
beautiful form and wonderful agility."

The Black Cat held the vial up to assess it, "How long does it take?"

"You should expect to run a low grade fever for about ten hours as the virus
begins its transformation of your body. After the fever passes the changes
should come rather quickly. Your body will essentially rebuild itself within
three hours. I should warn you that you may be very hungry. Your muscles will
initially need a large supply of protein to help with the change. But then
your appetite should return to normal."

The Black Cat tucked the vial into her belt, "Okay. I guess I better stock up
on some protein shakes."

The Kingpin held out one big hand to stop the girl from leaving. "I'm sorry,
Miss Hardy, but I'm sure you can understand that I don't intend to let you
leave here with two million dollars worth of serum tucked away in your belt."

"You mean you want me to drink it now?"

"Correct. And," he turned his super sized hand over, "I'll take the vial when
you're done."

Cat sighed and retrieved the vial again. She stared at the contents one
more time, wishing she had any other option available to her. But it seemed
that the Kingpin of Crime held all the cards this time. Maybe someday, she
would be able to turn the tables on this hideous man.

"My guests await my return," Kingpin said impatiently, still holding his hand
out, waiting for the empty vial.

I don't even know if this stuff is going to kill me, the Black Cat thought to
herself. Then she swiftly uncapped the tiny bottle and poured its contents
into her mouth. For the briefest of moments, she held it in her mouth, not
knowing what to expect of the flavor of a super strength serum, then she
swallowed it as quickly as she could. Surprisingly, it had the taste of ...

"Strawberry," Kingpin said as if reading her mind. "I made sure that my
scientists added a nice flavor to it. Did you like it?" The big man took the
vial from the young woman and slipped it back into his jacket. "Thank you Miss
Cat for a most enjoyable evening. And I look forward to our next meeting -
which should include a certain wall crawler as well. Oh by the way, you have
seven days to deliver the spider to me here."

"What do you mean? What if I can't find him in that time?"

"That would be unfortunate." Fisk turned to walk away and then paused again,
"Oh dear, perhaps I failed to mention one little detail." He turned back to
face the Black Cat, his face agian coldly stoic, "I failed to mention that
there is a second serum that is needed. In seven days, the need for protein
will return and will grow so great that your body will begin to consume
itself. There is only one way to stop that from happening - an antidote. I
will give you this antidote when you deliver the Spiderman to me." He handed
the Black Cat a small device that he had retrieved from his pocket, "When you
have Spiderman incapacitated, press this button. It will send a signal to me.
I will have someone come around to collect my 'specimen.' Do what you need to
do to capture the Spiderman, but whatever you do, do not kill him. I reserve
that pleasure for myself."

Kingpin turned quickly and walked back into the shadows leaving the stunned
girl standing in the office. "I trust you can show yourself out the same way
you came in," he said with a casual wave of his hand. The Black Cat lunged for
the door, but he had already disappeared. Shocked by the Kingpin's parting
shot, Felicia Hardy unsteadily made her way home.

8:00 AM at Midtown High can be a zoo. Kids greeting others on their way to
class, girls doing last minute primping in the bathrooms, hallways crowded,
announcements blaring. General confusion. Even the most serious students can
caught up in the pressure.

"I'm gonna kill you, Parker!" A tall, athletically built blond boy was looming
menacingly over a smaller, frail looking boy. "Lookit this! You almost made me
rip my favorite shirt." He was gesturing towards a small tug in the fabric of
his sleeve.

"It wasn't my fault, Flash," the pathetic victim pleaded.

"What?! You're the nerd who smashed into my locker door and nearly broke my
throwing arm..."

"I was pushed by your buddy Steve ..."

"You sayin Steve tried to ruin my shirt?"

"No, I'm trying to explain..."

"Yeah, you're so good at explainin things." Flash cocked his big fist back,
"Well try explainin to my knuckles, puke head!"

"Mr. Thompson!"

Flash froze in mid punch. It was the vice principal, Mr. Goodall. He couldn't
afford another detention. Slowly his fist opened, he wrapped his arm around
the smaller boy's shoulders, and turned back to Mr. Goodall with the biggest,
phoniest grin he could muster. "Hey, Mr. G! I was just talking with my buddy
Pete here about our big project, uh yeah, our big science fair project. Right
Petey?"

"It's time for class, you two. Get going!"

"Sure thing, Mr. G," Flash said with his grin still intact. Then he turned to
Parker and pointed a finger at him, "How's about we get together after school
and finish our 'discussion' Parker?" Flash's phony smile melted away into a
snarl.

Peter walked off to Chemistry class shaken and upset again by Flash's
bullying. And this was his favorite class. Not only did he love the subject,
but he had two great lab partners. And that always brightened his day.

No sooner had he sat down at the table when one of his partners, and his
beautiful girlfriend, Mary Jane Watson came up and grabbed her bag. "What's
going on MJ?"

"Hey Tiger! Sorry, but it looks like you're flying solo today."

"How ... how come?" Peter looked towards the door and noticed his other lab
partner leaning against the door frame. She looked like death warmed over.
Actually, he thought to himself, she never looks really well. She looked like
a typical high school wanna-be goth-girl. Her short black hair always was cut
ragged and looked unkempt. She wore thick glasses that were so large they hid
most of her face. She might be kind of cute if it weren't for those glasses,
Pete thought. And she usually dressed in ankle length skits or really baggy
pants with long sleeve shirts and sweaters and black boots. A truly
strange looking girl. But then maybe I'm just comparing her to MJ's beauty, he
mused to himself. Still, if he had to have anyone in the class a a lab
partner, he would want her. Her quick thinking and depth of knowledge was a
real asset.

"I'm going to help Lecia home. She's in a real bad way, and it's just a half
day anyway. Not like we'll miss a whole lot. I'll call later if my dad lets
me. See ya, Pete."

And with that the two were gone. I guess I'll struggle through class by
myself, Peter thought. I hope Lecia's okay.

The two girls rode the subway toward Manhattan. For some reason, MJ never
thought of Lecia as an uptown girl and was surprised at the station they got
off at. Lecia was running a pretty high temperature but insisted that she
didn't want to see the school nurse or even to call her mother. She assured MJ
that if she just got home, she would be all right. However it seemed to MJ
that she was getting worse wit?? .h every passing minute.

"Girl, you are fairly burning up. Are you sure you're gonna be okay?"

"Just gotta get home." Lecia licked her lips to keep them moist. She removed
her thick black rimmed glasses and mopped the sweat from her forehead with her
sweater sleeve.

She's always wearing at least one sweater, MJ thought, she probably would be
more comfortable without it right now. But she didn't want to ask any more
questions for fear of bothering her friend.

Finally they stumbled out of the subway and into the light. Lecia told MJ that
her house was just a block away. She seemed to perk up some with the fresh
air, but she was pretty shaky by the time they reached the front door.

A doorman greeted them, "Miss Hardy, are you okay? Do you need some help?"

"Fine ... I'm fine, George. This ... is MJ ... a friend. I'll be okay ..."

George opened the door for the girls and whispered to MJ, "If you need
anything for Miss Felicia, don't hesitate to call."

"Thanks," MJ whispered back. Strange. She knew that Lecia's real name was
Felicia, but no one ever called her by that name at school. Come to think of
it, no one really talked much to her at school. She was kind of invisible.

The girls made their way up to Felicia's apartment with MJ supporting her most
of the way. The fever was raging through the girl's body and MJ knew that she
needed at least a cool bath.

Once inside her bedroom, Felicia collapsed on the bed. Mary Jane dropped both
backpacks in a corner and went to look for a bath. She started the water and
came back for Felicia. The fever was so bad that the girl was just rambling
incoherently.

"Gotta have ... food ... protein ... King ... said ..."

MJ helped her off with her shoes, "Okay, so you were talking with a King?"

"No ... Kingpin ... said ... lots of protein ..."

"Kingpin?" Mary Jane had heard Peter talk about a Kingpin of Crime that he
fought as Spiderman. But it couldn't be what Felicia was mumbling about. She
held up the nearly unconscious girl and helped her off with her sweater and
blouse. Felicia fell back on the bed, but MJ stood there stunned. She was
looking at Felicia's nearly naked upper body and she had never seen a girl in
such great shape before. Large, well formed breasts, as big as MJ's, maybe
bigger, rested on a tightly muscled torso. The girl wasn't skinny, she was
buff with well formed and toned muscles from her shoulders to her abs.

But MJ shook herself out of her amazement. She needed to get her into the
water quickly. She slipped Felicia's skirt down and again was shocked at the
sight of her long, perfectly toned legs. "Good god girl, what do you do in
your spare time? Work out in every gym in Manhattan?"

"Gonna be strong ... gonna catch a spider ..."

"Sure thing Lecia. Gotta be strong to catch those spiders." MJ helped her off
with her underwear and then hoisted her up to walk her to the bathroom.

"Need ... food ... lots of protein ... gotta be strong ..."

"Sure thing honey. Let's get you into this bath, and mama MJ will fix you up
some food."

"... gonna be super ... strong ... catch spider ...man ... catch 'im ..."

"Okay, superhero, in the bath." Mj helped settle into the cool water. "You
okay, Lecia? I'll go get some food, now, okay?"

"...protein ... need protein ..."

"I'll see what you got, just take it easy, okay?" Mary Jane looked at her once
more to make sure that she was all right, then she found her way to the
kitchen. Protein? What kind of high protein food did they have? And what's all
this stuff about being strong? She's obviously hallucinating from the fever,
reasoned MJ. And catching spiders? I wonder if she has a thing about spiders?
"Definitely a strange day, MJ," she said to herself.

She looked around the kitchen and came up with a dozen eggs which she
threw into a blender with some peanut butter, chocolate protein powder (Hmmm,
same stuff my dad used to use, she thought to herself), and some ice cream.
She also found a couple of pieces of left-over pizza, some chicken strips, and
a good size portion of left-over steak. She put the steak and the chicken into
a microwave to warm up and blended the drink mixture. This should do the
trick, MJ thought.

After leaving Felicia to soak in the tub for twenty minutes, Mary Jane came to
pull her patient out and put some food into her. Felicia held herself up while
MJ toweled off her back then wrapped the towel around her.

"Lecia, I gotta say, you've got a killer bod! I would die to have a buff body
like yours. Why do you keep it all hidden away at school?"

"...secret ..." Felicia barely whispered.

"What's that?"

"Se ..." Felicia pulled herself up and looked at Mary Jane. She was exhausted
and still burning with fever.?? �"Can you keep a secret?"

"Uh, yeah, Lecia, sure."

Felicia licked her dry lips again and motioned for MJ to come closer. She
whispered as if there might be someone overhearing their conversation, "I'm
... the Black Cat."

MJ looked at her for several seconds, not quite sure how to respond. This was
just too much. The fever must have really got her going. "That's okay, Lecia,"
Mary Jane said with a straight face, "I guess that means that I can trust you
with my secret. I'm Dr. Octopus."

For a moment Felicia stared at her wide-eyed as if she really believed her.
Then both girls burst out laughing. Felicia leaned on MJ for support as her
laughter turned to coughing as she struggled for breath. The girls continued
laughing and coughing and sunk to the floor of the bathroom. Finally after
several minutes of trying to contain the coughing and giggling, Felicia pulled
herself up to Mary Jane's face and draped an arm on her shoulder.

"Jeez, MJ, you're so great. Thanks so much for helping ... helping me." They
were looking into each other's eyes and slowly Felicia moved her face closer
to MJ's. Then before she could react, Felicia kissed MJ on the mouth. MJ was
totally taken off guard by the sudden advance and wasn't sure how to respond.
She attempted to break off the kiss, but Felicia held onto the back of her
head and continued. Then she was probing the inside of MJ's mouth with her
tongue. Mary Jane had never kissed a girl before, had never even thought about
what it would be like. And frankly, she wasn't comfortable doing it right here
and now. But somehow Felicia had more than enough strength to control the
situation. Finally, the exhaustion and the fever took their toll on Felicia's
strength and she broke off the kiss.

She looked into MJ's eyes again, but this time MJ was trying to look away.
Somehow she realized that in her feverish state, she had taken advantage of
the situation. "Oh god ... I'm ... sorry ... don't know ...why I did that,"
Felicia said weakly.

Mary Jane was quick to change the subject, "Hey that's okay, just a kiss
between friends. I mean, if Brittany and Madonna can do it, ya know? Uh ...
how bout some food?"

MJ stood first and helped Felicia to her feet again, helped her on with a
fluffy pink robe, then led her out to the kitchen. Felicia started nibbling at
the food that MJ had prepared and sipping the protein shake. Then slowly her
appetite picked up and soon she was eating like a starving woman. MJ mixed up
another shake like the first and Felicia nearly downed it in one chug.

"Thank you MJ," Felicia said as she unsteadily rose from the table. "That was
so great! God, I can't believe how much better I'm feeling all of a sudden."

MJ cautiously placed a hand on Felicia's forehead so as not to seem like she
was encouraging another close encounter like before, and felt for the fever,
"It feels like the fever must have broken."

"Yeah ... I feel a lot better now, just really tired." Felicia tried to stifle
a yawn but couldn't.

"Yeah, It's getting late, I better be going too."

"Hey MJ," Felicia stopped her, "I ... I don't know what got into me. It must
have been the fever. I can hardly remember what happened after waking up this
morning until just now after I ate something. I guess I said and ... did ...
some pretty weird stuff, huh?"

MJ smiled wanly and looked down, "Yeah ... must have been the fever. But
you're okay now, right?"

"Yeah. Thanks again for taking care of me today. I'll see you on Monday in
class."

Mary Jane had already picked up her backpack and was heading for the door. "Oh
that reminds me, I saw a note in the kitchen from your mom. Says she's got
some weekend seminar going on. She'll be back late Sunday. I left it for you
on the counter. Listen, if you need anything, just call. I'll get here as soon
as I can, okay?"

"Thanks."

It was the middle of the afternoon as MJ finally boarded the subway back to
Queens. Still light enough for a girl to be out by herself, but she was
hoping that she could get home quickly and with no trouble. All she was
feeling at the moment was exhaustion. For some reason, she had to take several
breaks just walking the few blocks from Felicia's apartment to the station.
She was wondering if she had enough strength to get herself home. Funny, she
thought, I didn't really do much today, why am I so tired all of a sudden? And
hot! She felt her forehead. Damn, I hope that I didn't pick up whatever bug
Felicia had!

Back in Felicia Hardy's apartment, the young woman was dozing fitfully on her
bed. After MJ had left, it was all she could do to drag herself into bed.
Still dressed only in her pink bathrobe, she had crawled under the covers and
fell asleep immediately. But now, something was happening. It seemed like only
a few minutes had passed, but as she glanced at the clock, she saw that it had
been two hours since she had gone to bed. And she was tingling.

It was almost uncomfortable. She felt it in her bones, in her muscles, even in
her skin. It was even hard to catch her breath, as if she had been running for
a couple of miles. Then a warm sensation began to wash over her. It started
from her heart and began to spread from her chest to her arms. Then down to
her waist and through her legs. She tried to get up, but her body wasn't
responding. She wanted to watch the process in her mirror, to see what was
going on with her body. But she still couldn't move.

Suddenly she became nauseous. The room started spinning. She closed her eyes
and clutched her bed sheets in an effort to not get sick. Then slowly the
nausea and tingling faded away. Her heartbeat returned to normal, and then
surprisingly, even slower than normal. She felt it beating slowly, powerfully
in her chest.

Felicia tried again to stand and this time it felt as if she practically
floated off the bed. She stepped toward the mirror in her bedroom and viewed
her image curiously. Her face looked the same, and her hands, but the robe
that fit so comfortably before, felt a little snug now. She untied the terry
cloth belt and let the robe fall open.

Felicia Hardy had worked for years to develop an extraordinary body to aid her
in her burglary schemes. She could scale walls with ease, run along the
narrowest of ledges, pull herself up a rope hand over hand as fast as some
people walk up stairs, even leap from building to building like an olympic
long jumper. She was proud of her strong, toned physique. But the body she was
looking at now was something totally different.

The first thing she noticed was her stomach. Delicate lines separated each of
her abdominal muscles and she wasn't even flexing. She pulled the robe back
and stared in amazement at her obliques. They seemed to jump to life with the
slightest of movements. Then she looked down at her legs. She lifted the robe
over her right leg and turned it side to side looking for changes. It looked
nearly the same as it had before. Then she pointed her toe and flexed her
quads and calf. Suddenly muscle she had never seen before exploded from
her leg. She gasped at the size and thickness of the new muscle.

That was all the waiting she could stand. With a shrug, she dropped the robe
to the floor. She was greeted with the most muscular upper body she had seen
outside of a bodybuilding contest. Thick, rounded shoulders capped an
impressive arm. Her pecs swelled out and her lats spread almost of their own
volition. And her breasts! Felicia was really impressed by her new full sized
tits. She had loved her boobs before and designed her costume to show them off
as much as possible without getting an 'R' rating. But those had been B-cups
at best. Now she was staring at real live, fully developed D-cups for sure.
She cupped her hands underneath her big boobs and felt their heaviness and
fullness.

"Damn, I'm going to have to let out the seams a little on my costume," she
purred contentedly. She continued to eye her new bustline as she turned to the
side, "Or maybe a lot! Hell I might have to redesign the whole thing!"

She turned back and took in her new physique. She raised her arms and flexed
her biceps. Hard, baseball sized muscles swelled upward with solid triceps
below. Felicia was impressed with the size of her arms. Big but not too big,
she thought, as she inspected her bulging arms. In fact she looked like a
fuller version of a fitness girl, especially with her expanded bosom and tight
waist. "Well, Kingpin, I'll give you this. Your super serum stuff sure did a
nice number on my bod! So let's see how strong it's made me now."





PART TWO


      Felicia Hardy had worked for years to develop an extraordinary body
to aid her in her burglary schemes. She could scale walls with ease, run
along the narrowest of ledges, pull herself up a rope hand over hand as
fast as some people walk up stairs, even leap from building to building
like an olympic long jumper. She was proud of her strong, toned physique.
But the body she was looking at now was something totally different.

      The first thing she noticed was her stomach. Delicate lines separated
each of her abdominal muscles and she wasn't even flexing. She pulled the
robe back and stared in amazement at her obliques. They seemed to jump to
life with the slightest of movements. Then she looked down at her legs. She
lifted the robe over her right leg and turned it side to side looking for
changes. It looked nearly the same as it had before. Then she pointed her
toe and flexed her quads and calf. Suddenly muscle she had never seen
before exploded from her leg. She gasped at the size and thickness of the
new muscle.

      That was all the waiting she could stand. With a shrug, she dropped
the robe to the floor. She was greeted with the most muscular upper body
she had seen outside of a bodybuilding contest. Thick, rounded shoulders
capped an impressive arm. Her pecs swelled out and her lats spread almost
of their own volition. And her breasts! Felicia was really impressed by her
new full sized tits. She had loved her boobs before and designed her
costume to show them off as much as possible without getting an 'R' rating.
But those had been B-cups at best. Now she was staring at real live, fully
developed D-cups for sure. She cupped her hands underneath her big boobs
and felt their heaviness and fullness.

      "Damn, I'm going to have to let out the seams a little on my
costume," she purred contentedly. She continued to eye her new bustline as
she turned to the side, "Or maybe a lot! Hell I might have to redsign the
whole thing!"

      She turned back and took in her new physique. She raised her arms and
flexed her biceps. Hard, baseball sized muscles swelled upward with solid
triceps below. Felicia was impressed with the size of her arms. Big but not
too big, she thought, as she inspected her bulging arms. In fact she looked
like a fuller version of a fitness girl, especially with her expanded bosom
and tight waist. "Well, Kingpin, I'll give you this. Your super serum stuff
sure did a nice number on my bod! So let's see how strong it's made me
now."

      Felicia turned on her heels and walked stark naked into the living
room. She looked around for something heavy to test her strength. She
decided to give the grand piano that was sitting in a corner a try.

      Felicia gently took hold of the end of the piano and lifted with both
hands. She felt little or no resistance as it rose into the air. She looked
at her arms and they were barely registering any effort at all. So she
shifted her hands and placed one further underneath. Without even bending
her knees, she brought the piano up in one smooth motion over her head.

      "This piano must weigh about 1000 pounds. I remember seeing four men
moving it in, and it was on a dolly!" She let go with her left hand and
supported the entire weight with her right. For good measure, she pumped it
up and down five times. She realized that this was still not even close to
taxing her real strength. She set the piano down gently back to it's
original position, "Well, this would come in handy if I ever need to move
the furniture around the apartment. But seriously folks, what can I really
try with my new strength?"

      She looked again through the apartment, not satisfied with her first
test. Finally she found a set of 10 pound dumbbells under her bed that she
had abandoned long ago for the more rigorous training at the gym. She
picked one up and twirled it around like a toothpick, then grabbed hold of
both ends. She began to apply all of her strength to the two ends, twisting
and pushing, trying to mangle the solid metal. Her pecs and arms flexed
outward with the effort. After thirty seconds, a sheen of sweat covered her
upper body. Then she noticed a difference in the dumbbell.

      Somehow, the center shaft looked like it was beginning to ripple
slightly. The determined young woman increased her efforts and gripped the
ends even tighter. Then she noticed that the tips of her fingers were
making small dents in the metal. This just caused her excitement to grow
and she felt a tingle inside her body from exerting this much power.
Slowly, the dents underneath her fingertips grew and deepened. The shaft
was definitely bending now as she redoubled her efforts.

      The creaking and groaning that was coming from the dumbbell sounded
like a car caught in a crusher. But this was her hands that were doing the
crushing! Felicia kept up the pressure as she began to transform the iron
weight. She glanced down at her arms and was so turned on by the sight of
her bulging forearms that she nearly orgasmed. With a final push, she
crumpled the shaft and mangled the ends so that the finished product
resembled an iron football.

      Exhausted by her exertion, she held the weight aloft in one hand,
surveying the damage she had inflicted with just her bare hands. "Okay,
Kingpin," she said to herself, "looks like you kept your word on the
effects of your super serum. I must be at least a thousand times stronger.
I don't think Spiderman is even close to being strong enough to do
something like this."

      She tossed the squashed dumbbell onto her bed and turned to the
mirror, "But before I go spider hunting tonight, I think I'll do a little
shopping. I don't think even mom's bras are big enough for me now." She
held her boobs up, estimating the size of bra she would need to cover them
comfortably.

      Suddenly, a kind of chill went through Felicia and she immediately
looked at the phone. She wasn't quite sure why. Then it rang. Felicia
nearly jumped across the room. She realized that she -knew- that the phone
was going to ring. She had felt it inside. Not a premonition, but more like
a cat instinct. She stared at the ringing phone for a few rings before
picking it up.

      "Hello?"

      "Felicia? This is mom. I called the school today and they said you
went home sick. Are you okay?"

      "Yeah, mom, I'm fine now. A friend from school helped me. It must
have been some kind of ... I don't know ... some kind of quick bug going
around. I'm fine now."

      "Are you sure?"

      "Really. I feel ... super ... now."

      "Okay. Did you get my note?"

      "Yeah."

      "I'll be at this conference all weekend."

      "Okay."

      "But if you need anything, call my cell. You know I'll drop
everything for you."

      "Yeah, I know mom."

      "Okay, baby, I've got to get back to my meetings. Love you."

      "Love you, too, mom." Felicia hung up the phone and looked at it for
a while. I do love you, mom, she thought, that's why I've got to do this.
For you. And for dad.



      Across the river, Mary Jane was walking home in a daze. This wasn't
the weirdest day of her life. There had been quite a few of those recently,
especially since she had found out that her next door neighbor, her
chemistry lab partner, her sort of boyfriend, Peter Parker, was actually
the super cool superhero, Spiderman. Then there was that near death
experience with the Green Goblin. That was definitely the worst. But this
was right up there, at least in the top ten. She tried to help a friend
only to be kissed by her and now ... she paused as a shiver went through
her ... it seems like she was coming down with the same weird flu bug. On
top of that, she found out that her other chemistry partner is not the
mousey little goth girl that she leads the world to believe, but a totally
buff, knock-out, supermodel type living in a very upscale apratment
building in Manhattan, who claimed in a feverish rambling to be the Black
Cat. And what was with that kiss, anyway? Is she like a lesbian, MJ
wondered, or was it part of the fever hallucinations?

      Finally, mercifully, MJ reached her home and trudged up the back
steps. A quick glance at the clock in the kitchen told her that it was
already 4:00. Had it really taken this long just to get home from
Manhattan? The house was empty, which wasn't unusual at this time of day,
and MJ headed for the kitchen. Somewhere in her feverish state, she
remembered that the food that she had made for Felicia seemed to perk her
up some.

      "Maybe ... I just need some ... protein," she said out loud to no one
in particular.

      MJ dropped her backpack, which now felt like it was filled with rocks
instead of books. She started rummaging around in the kitchen for some food
and soon had produced the ingredients for a protein shake similar to the
one she had prepared for Felicia. She took a few sips of the shake, then a
few gulps, and soon it was finished.

      MJ's head seemed to clear a little bit. That was when she saw the
flashing light on the answering machine. She hit the button and was greeted
with her mother's voice.

      "MJ, sweetie, I know this is last minute, but your dad and I decided
to get away for the weekend. We're heading upstate. I'll call when we get
to the hotel. I know you'll understand." There was a short pause. MJ could
hear the pain in her mother's voice, "Maybe ... it'll ... I don't know ...
maybe we just need some time by ourselves to ... you know ... sort things
out. I'll call you later, babe. Be good. Love ya."

      MJ turned off the machine and mixed up another shake. She knew that
her parents were having a rough time lately, and her father was being a
real monster sometimes. Maybe pressures at work. Maybe he's just always
been a jerk. She stopped and looked at the blender, had she put in two cups
of protein powder or three? She scooped in another for good measure. And a
couple more scoops of ice cream.

      This time she gulped down the entire shake. She was feeling better,
but she was still exhausted. And a quick check of her forehead confirmed
that she was still running a low fever. She dragged herself into the small
living room and collapsed into the couch. She barely had enough strength to
lift the remote and turn the television on before she drifted off to sleep.


      What a lousy day, Peter Parker thought as he got off the subway in
Queens. First, his best friend MJ left school early to take care of their
lab partner, the very strange Felicia Hardy. Then he spent the afternoon at
the offices of the Daily Bugle being a 'go-fer' for J. Jonah Jameson. The
man is clearly a lunatic, a menace to society, Parker thought to himself,
and he has the nerve to rant and rave about how Spiderman should be locked
away. Someday, the young superhero swore to himself, I'm just going to lose
it around him and punch his cigar down his throat, or whip out my web
shooter and hang him from the widow sill, or at least tell him off and quit
this stupid job. But he always had to admit that he needed the money to
fund his web swinging and that in the present economy, it was hard for a
high school kid to find any work at all. Of course it didn't help that JJJ
was constantly reminding him of that fact.

      Peter turned the corner on to his street and his heart sank even
further. The lights in the Watson's house were out which meant his next
door neighbor and sort of girlfriend, the beautimus Mary Jane was either
still out with Felicia or ... he hated to think of it but it always popped
up in his mind ... or she's out with some other guy. Some regular guy that
doesn't always disappear to go play superhero. Some guy that could take her
out on a real date and treat her like she deserves to be treated. Peter
stood looking at MJ's house for a few seconds, then sighed and headed in to
his own house. Aunt May probably has dinner ready and waiting. Maybe
tonight, he consoled himself, I'll go find some bad guys and clean their
clocks. Yeah, that'll make me feal better, he thought. Just some good old
gratuitous violence to chase away the blues.


      Back in her Manhattan apartment, Felicia Hardy was putting the
finishing touches on her costume alterations. She had let out the seams a
little on the arms and legs, pulled them in a bit for the waist, and
installed cups to support her larger breasts. She slipped into her costume
and it conformed to her body like a second skin showing off every ripple
and bulge of new muscle. It was still a little tight around the chest, the
cups she had sewn in were supposed to be size D, but perhaps she hadn't let
out enough under her arms and down her sides. Still, she thought as she
admired her body in the mirror, I like the way it pushes my tits together.
That alone could be enough to capture Spiderman. Or at least distract him
enough so he won't notice my super powerful muscles, she thought as she
flexed her sizable biceps.

      She quickly changed back out of her costume and into a bathrobe. No
use having a nosy neighbor spot her through the window. She would bide her
time until midnight. Then she would go spider hunting.


      Back at Mary Jane's house, the TV was softly relating the news of the
day. She woke from her nap with one thought on her mind. She was incredibly
hungry! As she picked herself off the couch, MJ checked the clock. Geez, it
was only a couple of hours ago that I downed those protein shakes, she
thought, why am I so hungry again? She searched through the cupboards and
refrigerator, munching on anything that looked like it might have some
protein in it - nuts, crackers-n-peanut butter, chunks of cheese. She
finished off the rest of the milk and went for more protein mix but found
that she had finished it all.

      "I think dad keeps a couple of cases in the garage," she said to
herself as she headed out the back door. She walked to the detached garage
and pulled mightily on the handle. It was always so hard for her to lift
the heavy door. She and her mother had complained to her dad about it, but
he never fixed it. He probably wanted it that way so that they would always
be reliant on his strength to do stuff around the house. But now, the large
door practically flew up when MJ tugged on the handle.

      The young girl was startled by the ease with which the door opened
and staggered backwards. Wow, she thought, dad must have fixed the door
after all. Without a second thought, she entered the garage and began
searching for her dad's stash of protein shake mix.

      In the middle of the garage was an old car covered with a tarp. Her
father's pride and joy: a 1972 Chevy Nova. She stepped around the big car
and toward the back of the garage. There she saw a cabinet with several
pictures of bodybuilders taped to the front along with a yellowed work-out
schedule. She went over to it, sure that this would be where he would keep
his protein mix, but there was a pile of junk in front of it.

      MJ reached down in the semi-darkness and picked up a barbell with one
hand while she pushed aside an old weight bench with the other. Suddenly
she stopped and looked back at the weight bar that she was holding out from
her side with just one hand. Almost before she knew it, she added up the
amount of weight that was on the bar. On each end was one 50 pound plate,
two 25 pound plates, three 10 pounders, and two 5's. Add the weight of a 15
pound bar and it equals ...

      MJ dropped the bar and it fell to the cement floor with a tremendous
crash. 295 pounds!! "Holy shit!" the astonished girl yelped before she
could stop herself. Suddenly she became aware that the garage door was
still open and the neighbors might have heard the crash and the scream. She
bolted for the door and almost tore it off closing it. Then she flicked on
the light and stood looking at the barbell that she had just lifted.

      295 pounds?!? But it felt so ...

      She stared at the loaded barbell a few seconds longer and then
slowly, cautiously, began approaching it. "I didn't really just do that,
did I? I mean that thing weighs a ton. Well, not even a quarter of a ton,
but ..." She gingerly took hold of the old barbell and slowly began to
straighten up. And to her great surprise, the bar came with her.

      Not only did it come up with her, she continued to raise it higher
and higher until her hand was even with her shoulder. She stared down at
her bicep expecting to see ... well, she didn't quite know what to expect.
She had seen Peter's muscles before, but although he was many times
stronger than the average man, his muscles weren't all that much bigger
than any of the jocks at school. He was even a bit smaller than some of
them.

      MJ was wearing a stripped t-shirt under her blue overalls and her
bicep was certainly bulging bigger than it had ever been before. But she
was still a long way away from having the type of muscles that one should
have to be able to lift this heavy of a weight. Just to be sure that she
really was lifting this weight, MJ continued to raise and lower the bar
several times. She couldn't be sure, but she had the feeling that every
time she curled the weight, it got a little bit easier lift than before.

      She switched the weight to her left hand and repeated the feat. It
was easier to lift after several repetitions, as she suspected. And there
was a distinctive soft chill that went through her as she lifted the
weight.

      Almost out of compunction rather than curiosity, Mary Jane set the
bar down and stood behind her father's covered car. She walked carefully
around to the front, placed her hands under the front bumper, and
straightened her legs. As she was beginning to suspect, she had enough
strength to lift the heavy car. But to her surprise she began to curl it
like she had done to the barbell. The tingle she felt coursing through her
was stronger this time. Somehow, it gave her the confidence to lift even
higher. 3000 pounds, she thought to herself, and I'm lifting it like it was
a toy! 3160 pounds actually, she corrected herself. She continued lifting
the big car up and down while she wondered how all this information seemed
to keep popping into her head.

      After another twenty-five repetitions, Mary Jane set the car down in
it's original spot. "Okay, something definitely weird is happening
tonight," she said as she dusted off her hands and stared at her father's
car. Then she flexed her right arm and felt the muscle, "But whatever it
is, it's super cool. My arm is no bigger than Pete's and I can lift a ton
of weight like it was nothing. I'll bet I'm even stronger than he is now."
Her arm felt like living steel under her fingertips. She was also becoming
aware that every time she got stronger, her breasts seemed to be getting
fuller as well. She adjusted her bra to make room for her swelling boobs.
Again, the overwhelming compunction hit her. "And I bet I can get a lot
stronger, too!" MJ grabbed several cans of the protein mix she had come for
and walked back towards the big door.

      She quietly lifted the heavy garage door, again surprised by how
light it felt, and carefully lowered it back down. A quick check of the
darkened house next door confirmed that neither Aunt May nor Peter were
home. She silently wished that her best friend was with her to help her
figure out this mystery, but somewhere inside she knew that she could solve
this by herself. After mixing and drinking another two shakes, she pulled
on a hooded sweatshirt and slipped out into the early evening.

      Mary Jane had never been much of a runner, but suddenly she was
covering block after block like a world class sprinter. Even her extra tit
flesh seemed to be moving in perfect sync with her legs and arms. With her
hood covering her tell-tale red hair, she sprinted through the streets
toward some nearby warehouses. She wanted to see just how strong she was
becoming and knew that this was just the place to check it out.

      This was definitely not the best part of the city, she reminded
herself, the kind of place where a young girl running by herself could get
into trouble. But somehow she felt confident that she could handle anything
that might come her way tonight.

      Down a deserted alley she saw what she was looking for. A semi-truck
trailer that had been left overnight behind a warehouse. There were several
locks on the door which meant that it was still loaded. Good, she thought,
this could be a real test of my new strength.

      MJ carefully squatted under the trailer and bent her head down so
that her shoulders were making contact with the undercarriage. Then bracing
herself, she attempted to straighten her legs. The weight of the trailer
proved to be too much and wouldn't budge. She redoubled her efforts and
suddenly began to feel the familiar tingle coursing through her body.
Slowly the big trailer began to leave the ground. It rose upward as MJ
strained to stand upright. Then she spread her arms out and began to push
upwards.

      Again, Mary Jane could feel her body reacting to the increased demand
for strength and she lifted the weight off her shoulders. Finally she stood
with her arms fully extended. This time she could actually feel the object
getting lighter and lighter as she became stronger and stronger. She
lowered the trailer and then pressed it back up several times as she felt
the strength rising within her. Her brain was furiously processing data
from her body's reactions. She began to formulate a theory as to how her
cells were responding to the increasing stresses. But she needed one more
test. And she knew just where to find it.

      MJ lowered the trailer back to the street as gently as she could and
looked around carefully for any signs of life. She wasn't ready to be put
in the position of explaining how a 15 year old girl could press a loaded
semi trailer over her head with her bare hands. At least not yet.

      MJ started off jogging toward her goal once more. It was just a few
blocks away and if her memory served her right, it would have exactly what
she needed. In seconds, she was standing outside the Sunnyside Yard, the
central railway hub in Queens for trains of all kinds. She checked out the
security cameras and the ten foot high fence with barbed wire along the
top. She walked along the perimeter of the yard until she came to a
secluded spot away from the view of the cameras. She squatted a little then
quickly and silently jumped straight up.

      Legs that had no trouble lifting a loaded semi trailer likewise had
little trouble propelling a 130 pound girl up and over the fence. She
caught hold of the top of a pole and vaulted to the other side as easily as
Spiderman would have. Once inside the darkened railyard, she stealthily
made her way over to some engines that were sitting by themselves in a back
area.

      100 tons. MJ stood looking at an engine that she remembered from an
article years ago. The information seemed to just pop into her head as soon
as she looked at the machine. An ALP-46, built in Europe, used for
passenger and freight service, weight:99.2 tons. Not exactly 100 tons, but
damn close enough.

      Cautiously she approached the slumbering giant making sure that there
was no one around. She ran her hands over the front end of the massive
vehicle looking for a purchase for her hands. Finally she placed her small
hands as far under the front as she could reach and began to try to lift
the engine. At first, like before, nothing happened. Then MJ felt the
familiar tingle running through her body. She realized now that any time
that she exerted herself physically, her cells were adapting, mutating she
supposed, into some form of life that would be capable of the feat she was
attempting, utilizing all of the protein she had consumed earlier for the
process.

      Mary Jane redoubled her efforts as the tingle subsided. As she
contracted her powerful muscles, she heard a couple of pops coming from
inside her sweatshirt. Damn, she thought, I just ruined my bra! Oh well,
she would have to treat herself to all new clothes anyway after tonight.
She went back to concentrating on her lift. Slowly, majestically, the front
end of the massive engine creaked upward into the evening sky.

      MJ could feel the sleeves of her sweatshirt pulling tightly against
her arms. Not only are my muscles getting stronger, she thought, they must
be growing quite a bit as well. She thought of her expanding, changing
muscles and realized that not only her muscles were mutating, but her
bones, ligaments, tendons, even her skin must be going through a similar
metamorphosis. She could almost visualize the changes taking place in her
body, as if she were reading about it in a science book. How strange, she
thought as she continued to lift the massive metal machine, it's like my
mind has just turned on; I wonder if whatever is happening to my body is
also affecting my intelligence?

      Mary Jane returned her focus to the task in her hands only to realize
that she was holding the front end of a 100 ton train above her head, as
far as her arms could reach. She paused to take in the enormity of the feat
she had just accomplished. Then with a quick glance around to see if anyone
might have discovered her impromptu 'weight training' session, she stepped
forward, pushing the train even higher as she approached the mid point of
the engine.

      She squatted slightly and took the full weight of the engine on her
outstretched hands. The tingling in her body was so strong it was almost
overwhelming. "Oh god," she whispered out loud to no god in particular,
just any that might be listening, "I can't believe this is really
happening." With that she straightened her legs and brought the huge
machine to rest, supported only by her powerful hands.

      How far dare I push this growth, she wondered to herself. Then, as if
to answer her own question, MJ lowered the ponderous weight and then pushed
it back up until her arms were fully extended once more. She repeated the
lift ten more times, each time a little easier than the last. The 100 ton
machine was beginning to feel ... light ... in her hands, so she carefully
moved one hand to the very center of the machine and tried it as a one hand
press. The tingling in her body was now almost a roaring in her ears as
every cell in her was being forcibly reshaped.

      MJ pressed out five reps and then switched hands for another five.
She could feel the material of the sweatshirt stretching, the seams
straining to hold in her thickening arms. Maybe I should stop now, she
reasoned, before I grow out of my clothes [of course we're sure that some
of you reading this story might enjoy just that sort of thing, but Mary
Jane would really not like to have to explain to some cop why she's walking
around Queens in the middle of the night stark naked!]

       She slowly lowered the rear of the engine back onto the track and
then stepped backwards, 'walking' her hands down the underside of the
engine. Finally she lowered the front of the engine down. Her concentration
was momentarily lost when her biceps pushed out so far that the seams in
her sleeves popped. She dropped the engine the last foot and it came down
with a thunderous noise two feet away from the tracks. In a panic, MJ
picked up the front again to replace it before anyone could find her out.
The engine nearly flew out of her hands because her strength had grown so
much in the last few minutes. She caught the train and carefully settled it
back to its original position.

      Mary Jane saw some lights turn on in the darkened part of the yard
and heard voices as guards came to investigate. The last thing she wanted
to do was to explain her presence to some security guys. With a few steps
and a jump, MJ was over the fence and nonchalantly walking down the
sidewalk. She heard the guards and watched as their flashlights searched
the area, but she ignored them and kept on walking as if nothing out of the
ordinary had happened.

      After she had walked far enough to be out of sight of the guards, she
stopped in the shadows to try to fully assess what had happened to her. She
reached up and felt her bicep as she flexed it. To her surprise, it filled
out the sleeve of her sweatshirt. Judging by the size of her hand, she
reckoned that her arm must be nearly 20 inches around. Her head was
spinning trying to make sense of what was going on. She came to the
realization that not only had her muscles increased in size and density,
but their very structure had ... mutated ... somehow, multiplying her
strength by a factor of at least 4000. She stood in stunned silence as she
realized that she was now in the same strength range as the Thing from the
Fantastic Four or even the Avenger's Thor.

      And not only had her muscles been affected. She looked at her hands
in the soft half light. She had just lifted a 100 ton metal object and her
hands were untouched. Not even a scrape or a bruise could be seen on them.
This process must have also changed the cellular structure of her bones,
ligaments, tendons, skin, even her blood vessels. And her brain ... it
seemed to the young girl that ever since the changes began happening that
her brain power was increasing right along with her muscle power.

      Suddenly, MJ was brought back to reality by a loud "Meeooow!" She
looked down and saw a cat rubbing against her leg. Without thinking, she
reached down and scooped up the small animal and gently scratched it
between the ears. "Hey there little kitty cat, what are you doing wandering
around here ..."

      Mary Jane's voice trailed off into the night as she was struck the
seeming incongruity of being able to lift a massive train engine with one
hand and at the same time, still be gentle enough to not accidentally crush
the life out of such a fragile creature.

      She set the cat back down and it disappeared into the inky shadows,
it's coat the perfect camouflage for the night. "You better get on back
home little black cat before ..." Again, MJ stopped mid-sentence as if the
final missing piece of the puzzle had suddenly dropped into place. "Oh my
god," she whispered, "the Black Cat. The Kingpin. Spiderman!"




PART THREE



Mary Jane saw some lights turn on in the darkened part of the yard and heard
voices as guards came to investigate. The last thing she wanted to do was to
explain her presence to some security guys. With a few steps and a jump, MJ
was over the fence and nonchalantly walking down the sidewalk. She heard the
guards and watched as their flashlights searched the area, but she ignored
them and kept on walking as if nothing out of the ordinary had happened.

After she had walked far enough to be out of sight of the guards, she stopped
in the shadows to try to fully assess what had happened to her. She reached up
and felt her bicep as she flexed it. Once again, it opened the gaps in
the sleeve of her sweatshirt, even popping a few more stitches this time.
Judging by the size of her hand, she reckoned that her arm must have been more
than 20 inches around!

Her head was spinning trying to make sense of what was going on. She came to
the realization that not only had her muscles increased in size and density,
but their very structure had ... mutated ... somehow, multiplying her strength
by a factor of at least 4000, possibly more. She stood in stunned silence as
she realized that she was now in the same strength range as the Thing from the
Fantastic Four or even the Avenger's Thor.

And not only had her muscles been affected. Her large tits, hav??  ing already
overwhelmed her bra, were bulging upward, struggling against the confines of
her overalls. Then she looked at her hands in the soft half light. She had
just lifted a 100 ton metal object without gloves or anything, and her hands
were untouched. Not even a scrape or a bruise could be seen on them. This
process must have also changed the cellular structure of every part of her
body. Including her brain ... it seemed to the young girl that ever since the
changes began happening that her brain power was increasing right along with
her muscle power.

Suddenly, MJ was brought back to reality by a loud "Meeooow!" She looked down
and saw a cat rubbing against her leg. Without thinking, she reached down and
scooped up the small animal and gently scratched ??  it between the ears. "Hey
there little kitty cat, what are you doing wandering around here ..."

Mary Jane's voice trailed off into the night as she was struck the seeming
incongruence of being able to lift a massive train engine with one hand and at
the same time, still be gentle enough to not accidentally crush the life out
of such a fragile creature.

She set the cat back down and it disappeared into the inky shadows, it's coat
the perfect camouflage for the night. "You better get on back home little
black cat before ..." Again, MJ stopped mid sentence as if the final missing
piece of the puzzle had suddenly dropped into place. "Oh my god," she
whispered, "the Black Cat. The Kingpin. Spiderman!"

Several hours later, and across the East River, Spiderman sw?? ?ung gracefully
through the concrete canyons. He released his last strand of webbing and
somersaulted onto a narrow ledge, high above the teaming streets of the city.
As he couched down and viewed the metropolis below him, he reviewed once more
why this had been such a crappy day. Threatened at school by that jerk Flash
Thompson, abandoned by his chemistry partners, bombarded with J. Jonah
Jameson? inane ranting at work, left to fend for himself at dinner time by
his Aunt May as she swept out the door, and now not a single super criminal to
pit his wits and fists against. And boy did he ever need some super dupe to
wail on right about now!

Well, at least Aunt May will be gone for the next couple of nights, so he
won? have to worry about covering up for hi??  s nightly crime fighting,
Peter thought to himself.

Somewhere in the distance, Spiderman heard an alarm sounding. ?t last!?he
said as he leapt off the ledge and into the cool night air, ?aybe this night
won? be a total waste of time, after all.?

In a matter of minutes, Spiderman had swung over to the neighborhood where the
alarm was still screeching. As he approached, he caught a glimpse of someone
moving quickly from one rooftop to another. Instantly he recognized the long,
flowing, platinum blonde hair. He swooped around the far side of the building
and launched himself onto the roof in just the right spot to stop the Black
Cat in her tracks.

But when he landed, all Spiderman found was an empty rooftop. Puzzled, he
quickly ran to the edge and looked ??  in every direction. There was no
movement anywhere.

?ooking for someone, Spiderman??

Spiderman spun quickly to face the direction the voice came from, but all he
saw was black shadows. He crouched, preparing for an attack, ??ere little
kitty, the big Spiderman won? hurt you. Have you been a naughty little
kitty? Hmmm??

The Black Cat slowly began to emerge from the shadow, at least her chest began
to emerge. She ever so slowly moved forward so the light illumined the tops of
her bulging orbs of soft tit flesh, making them seem even larger. She paused
to give Spiderman the full effect of her huge bosom. Luckily, Spidey was
wearing a mask. Otherwise, his eyes would have probably ended upon the rooftop
and his jaw would have banged into his chest. Her ne??  w costume showed off
all of her dramatic assets so well, that Spiderman was happy that he was
crouching so as not to make an embarrassing display of his male anatomy.

Cat moved forward a little more so that her face was now in the light,
?ou?e such a party pooper, Spidey,?she said with a fake pout, ?an? a
girl do a little shopping??

?eah, but it? always nicer if you pay for what you take,?Spiderman said
as he quickly shot a line of webbing at the pouch that the Black Cat had
strapped around her waist. ?et? see what you have in your shopping
bag.?Spiderman tugged back on the line, expecting to pull the bag off of the
Cat. But she had grabbed hold of the line and was pulling back, resisting him.

?ot so fast, honey,?the Black Cat cocked her hea??  d as she effortlessly
held her ground, ?et? play a little first.?Using just a portion of her
strength, she tugged back on the line. Spiderman was caught off guard and
found himself flying towards Cat? bounteous boobs. A second later, he
smashed into her chest, but she didn? even flinch at the impact. Instead,
she wrapped the line of webbing several times around the surprised boy. Then
she pushed him away and pulled on the line, spinning Spiderman like a toy top.

Spiderman came to a stop ten feet away ??  from the sexy attacker and
immediately released a stream of webbing to web her up. Soon he had managed to
pin her arms to her sides.

?ow you?e beginning to bug me, bugboy,?Cat said as she started pushing
against the strong web.

Spiderman was about to take a relaxed stance, figuring he had bought himself
some time. But again, he could only stare at his opponent in shock and awe as
he watched muscles seeming to grow from nowhere across her chest and
shoulders. Slowly the sexy cat stretched her shoulders back and flexed her
arms. One string of webbing after another succumbed to her power, until she
was free.

?ow it? my turn,?the Black Cat growled as she reached for her cat cable.
With a flick of her wrist, it shot out towards Spiderman? ankle. But ??  he
had just enough wits left about him to leap upward at the last second,
avoiding the whip. Unfortunately for the amazing arachnid, the Cat had
anticipated his move and as he sailed over her head she casually reached up
with her other hand and snared the boy? leg. Then using his forward motion,
Cat spun him around and sent him flying into a door that led from the rooftop
down into the building.

Spiderman curled up at the last second and took the brunt of the blow with his
shoulder and back. Still, the collision left his head spinning and his body
feeling like the Hulk was dancing a jig on top of him. Somehow, the young
superhero pushed aside his fears and aches and propped himself up, gearing up
for the Cat? next attack. What he saw made his heart sink d??  eep inside
him while he felt a rising elsewhere.

The Black Cat had her back turned to Spiderman and was straining to lift a
large air vent assembly. The thing must easily weigh a half a ton, Spidey
thought, plus it? bolted to the roof, what is she trying to prove? But
slowly, astonishingly, the bolts gave way one by one. Spiderman could see
incredible muscle definition across the Cat? back, butt, and legs as she put
every once of her new strength to the task.

The young man was transfixed by the woman? display of power. He had never
seen the Cat like this before. In all of their previous encounters, all he had
noticed was her outstanding figure and beautiful face. But now, as he saw her
muscles bulging and flexing under her skin tight costume, he felt an??  even
more profound, almost animalistic, sexual attraction for the lady.

Spiderman? thoughts were quickly brought back to the situation at hand as
the last bolt gave way to the Black Cat? engorged muscles. She raised the
massive metal construct in victory, and turned to face the still prone
superhero. Her fingers were gripping and deforming the metal skin of the air
vent. Suddenly she raised the ponderous weight high above her head and fired
it at the unsuspecting hero.

Spiderman? famous ?pider-sense?wasn? clicking in today which was
really throwing him off his game. The missile was upon him before he could
react. The ensuing explosion of metal against brick left little remaining of
the doorway or it? supporting wall. The Black Cat confidently strode to the
wreckage, ready to collect her prey.

Cat plucked up the tangled mess of metal with one hand and casually flipped it
ove?? ? her shoulder causing it to fly across the roof of the warehouse. But
to her surprise, and a little delight, Spiderman? body was not underneath.
?mmm...?she purred to herself, hands placed on her powerful hips, ? just
love a man who plays hard to get. Besides, I was hoping that he would but up
more of a tussle than he did.?With that she leapt into the darkness below.

Meanwhile, across town in a much higher class neighborhood, a young man
sitting at an enormous console spoke softly into a headset microphone, ?r.
Fisk, sir, I think I have something here that needs your attention.?

In another room, not far away, Wilson Fisk placed his finger to his ear,
listened intently, and rose slowly from his huge chair. ?xcuse me, won?
you please, gentlemen? It seems my attention is needed nearby. I will be back
momentarily.?With that the big man vanished through an opening in what
appeared to be a solid wall, his speed surprising those present.

S?? ?on he had entered the room filled with computers and video equipment.
? assume this is of the utmost importance, Williams, to pull me away from my
meeting. Be brief.?

?ir, look at this video taken from a surveillance camera on the east side
minutes ago. I?e increased the resolution as much as possible. It appears to
be ...?

?he Cat,?Fisk finished the sentence. Then a big grin broke out across his
face as he watched the taped of her throwing Spiderman around the roof, ?nd
she seems to have engaged the spiderboy! Excellent! Perhaps we will have some
good news by the end of the evening. Notify our ?uest list?that we may be
having a gathering tonight.?

Spiderman clung to the ceiling in the darkest corner of the warehouse that he
could find. Why had his spider-sense betrayed him when he needed it most? It
was by pure luck that he had managed to dodge most of the force the air blower
that the Cat had launched at him and then tumbled down th?? e staircase into
the abandoned building. He needed to clear his head and get back into this
fight before Cat finished it for good.

Just then, he barely heard soft footsteps approach below him. He held his
breath trying to make out where they were coming from. He saw a slight
movement and jumped toward his pursuer. But the Black Cat had been watching
him in the darkness the whole time. Her eyesight had improved so much since
she had been powered up that she could now effectively see in the dark as well
as she could in the light. With the slightest of moves, she swiftly avoided
his attack.

Spiderman, caught off guard by the Cat? speed, did a face plant on the
floor, knocking some of the wind out of him. Still, he managed to bounce up
and prepared to strike out at the Cat. He swung quickly with his right hand,
but she deftly ducked under his punch. A left uppercut by the hapless hero
only moved the air that was left when Cat twisted a?? way.

The Black Cat continued her move and swept Spiderman? feet out from under
him causing him to fall unceremoniously on his butt. ?his is fun, Spidey! I
could keep this up all day!?Cat jeered at the youth.

The embarrassed superhero crouched and leapt at the woman, hoping to wrestle
her down. But the Cat grabbed his costume and hurled him over her head,
sending him crashing through the top of a large wooden crate. Spiderman?
head was spinning as he thrashed around inside the loose packing in the crate,
trying desperately to mount some sort of counter attack or at least find some
exit strategy that might save his pride. Suddenly, the side of the crate
exploded outward and there stood the Black Cat. She had demolished the heavy
wooden crate with little effort using just the strength of her bare hands. In
the dim light of the warehouse he could see her brushing the dust from her
hands and costume.

??on, lover, you?e not going ??  to give up yet, are you??she said
with a pout.

In desperation, Spiderman whipped a web out to a high rafter and jumped up
trying to fly over his tormentor? head. But just as quickly, the Cat snagged
his webbing and broke it with a tug of her cable. Again, Spiderman came
crashing down to the floor.

This time, the amazing wall crawler slowly pulled himself off the floor. ?ll
right, Cat,?he spoke without his usual bravado, ?hy are you toying with
me??

The Black Cat emerged from the shadows again, stepping silently towards the
shaken superhero, ?ecause it? fun ...,?she cocked her pretty face and
smiled, ?.. because I can now.?

Confused even more, but still not defeated, Spiderman lashed out at the sexy
villain's narrow mid-section with vicious side ??  kick. He never would have
kicked her so hard normally, but in his frustration and embarrassment, he put
everything he had into the kick.

Cat didn? even try to block the attack. Confident in her new power, she kept
her hands on her hips and merely flexed her astounding abs into an
impenetrable wall of steel. Spiderman? kick landed solid and true ... and
totally ineffectual.

?aargh!!?Spiderman recoiled in pain. He felt like he had just kicked Iron
Man? armor. His whole foot and ankle was throbbing instantly as he collapsed
to his knees in front of the slight woman.

?as that your best shot, Spidey??the Cat taunted, ?eah, I guess it
was.?She grabbed his costume by the shoulder with her left hand and jerked
him off the ground until she was holding him ??  at arm? length above her
head. She cocked back her other arm and flexed her bicep, pushing her sleeve
to nearly the bursting point. ?et? finish this game, shall we??

Suddenly, to the surprise of both combatants, an audible ?hhhppp?came from
somewhere in the old warehouse. Then just as suddenly, Spiderman was jerked up
and away from the Black Cat? grasp. In less than a second, he was swinging
from a very familiar looking webbing attached to the back of his costume. His
arms had been webbed to his side??  s and he was struggling to break free.

The Cat searched in the darkness for the interloper who had crashed her party.
Suddenly, she too was being bound at the waist by more webbing. ?hat
th...?she hissed, ?hat the hell??

Slowly a figure began to descend from the rafters holding on to a thin line of
what appeared to be webbing. Although Spiderman was having trouble making out
what was happening in the near dark, Cat could see clearly. The person was
definitely female, and seemed to be wearing a tight fitting costume that
resembled Spiderman?.

? agree, Ms. Cat,?the mystery woman spoke as she gently touched the floor,
?et? finish this now.?

The woman in black smiled. Maybe this one can give me a good fight, she
thought. She thrust her chest and arm??  s outward to free herself from the
webbing. But was surprised when nothing happened. She redoubled her efforts,
flexing her considerable muscles to their fullest and was finally rewarded
with a few small pops of the tough line. Still, she was nowhere near being set
free.

?h stop struggling, Cat,?the other woman chided her with her hands on her
hips, ? can add more anytime I want to, but that would just be a waste of
precious webbing.?

Finally, the woman stepped into a small pool of light half way between the two
superpowered teens. Spiderman was shocked at the woman? physique. Large
muscles pushed out all over her body from her arms to her calves. Every little
move seemed to set off a symphony of power as her muscles flexed and relaxed.
Even in the dim ?? ?ight, it was easy to see how powerful her frame was. All
set off by a skin tight spider costume that looked very familiar.

But even though she was extremely muscular and powerful looking, she was still
very feminine. Her breasts were so large and full that they lifted the top of
the costume out of the tights, leaving a good four inches of her rock solid
mid-section exposed. Spiderman was momentarily distracted by the sheer volume
of her tits. Although they were obviously bound by her tight costume, they
still seemed to be even bigger than the Black Cat? heavenly endowments.

?ey, wait a minute there lady!?Spiderman finally realized where he had
seen that costume before. He was wearing it! His amazement quickly turned to
anger. ? got a copyright you know! You?e gonna hear from my lawyer! As
soon as I can figure out how to get down.?

The spider woman spun around to face the spider boy and, placing her two
middle fingers against a concealed trigger me??  chanism in her glove, sent a
stream of webbing toward his face, ?ut a sock in it, Bugboy.?She held on
to the end of the thread. ?ou know, I?e always wanted to do this.?With a
slight tug, she pulled the webbing back to her and ripped the mask off of
Spiderman? head.

Peter Parker, finally unmasked, twisted his head so as not to let the women
get a good look at his face. The confident stranger stepped up towards her
swaying prey like a spider approaching her victim. She pulled him down,
stretching the webbing that held him until she could look him in the face.

?mmmm ... not bad,?she mused, ?ind of cute ... in a boy-next-door kind
of way. What do you think, Cat??She turned the captive boy so that the Black
Cat could get a clear look at his face. The ??  normally cocky Cat let her
defenses slip a bit as she gasped in recognition of her chemistry partner.

?hat? the matter, sweetie? Cat got your tongue? You look like you?e just
seen a ghost ... or maybe like you recognize this little man??The stranger
released Spiderman and aimed another web at the Black Cat? hair. ?aybe
he?l recognize you, too.?With a quick tug, the black clad burglar had been
unmasked as well.

?e .. Felicia??Peter was stunned by the sudden unveiling of their secret
identities, but even more stunned by the revelation that the sexy villain was
actually his frumpy lab partner.

?arker??Felicia finally voiced her recognition as well. For the longest
time she had wanted to get under Spiderman? costume, but now that she had
found ou?? dt that it was dorky Parker, she wasn? so sure.

?ell, it seems like you two do know each other,?the stranger said. She
looked at the Black Cat, ?elicia ... Hardy? Isn? it??She turned to the
boy and pointed at him, ?nd Peter Parker? Right? Well what do ya know! I
guess that would make me...?With a flourish, she bowed her head and ripped
off her mask. She lifted her face again and tossed her long red hair.

?J?!??Felicia and Peter said in unison.

?n the flesh,?she said as she smiled her dazzling smile and raised her
arms in a double bicep pose. Then she flexed her muscles and the sleeves of
?? 

the costume puffed up with more muscle than they had ever held before. She
easily surpassed the size of the largest female bodybuilders, considerably
larger than Peter. A few seams in his costume popped in protest, but by and
large, the stretchy material contorted to accommodate its new owner? size.

?J?!??the pair repeated, this time with considerably more awe in their
voices.

She relaxed her pose and stepped over to Felicia. She grabbed the webbing that
surrounded her and with little effort, tore it apart. Then she circled her
powerful arms around the confused girl and kissed her gently on the mouth.
?I just wanted to say thanks?for that kiss you gave me earlier. Sorry
about the webbing and all the mystery and stuff. But I knew that you would run
away if I d?? 

idn? do something to stop you. I think I understand what is happening. And I
think Peter and I can help you.?

?hh ... speaking of Peter,?Parker interrupted, ?e? still dangling from
your web, over here, Ms. Spider. Still unable to free himself. Still confused
as to what the heck is going on. And just a little embarrassed to admit that
he? kind of turned on by watching two incredibly sexy women kissing.?

Mary Jane stepped over to Peter and contemplated him, ?aybe it would be
better to just keep you there for a while.?

Peter again struggled against his bonds. But this time the webbing started
snapping. MJ extended her arms and caught Peter as he fell out of his sticky
cocoon. She gave him a little kiss on the cheek and set him down.

?ey, what? going on here??  ? How did you girls get so strong? And what?
with the spider costume??Peter demanded.

?low down, Tiger,?MJ cooed, as she pressed her big boobs up against
Peter? comparatively thin chest and tussled his hair. ??l explain as
much as I can. But the first part of the story is Felicia??

Felicia stepped toward the pair, ? guess I may as well tell you everything.
If I can? trust you two, who can I trust? You?e the closest thing I have
to friends in the world. It? all about my dad.?

The three friends drew closer together as Felicia Hardy related the story of
her father. ?e was a burglar, a fairly successful one. I never even knew
what he did for a job for the longest time. He provided a good home for my
mother and me. But he had crossed paths years ago with the wrong eleme?? ?nt.
The Kingpin of Crime.?

?ilson Fisk??Peter interjected.

?eah, Fisk. He took something that Fisk thought belonged to him.?

?hat was that??MJ asked.

?y mother.?

Felicia went on to relate how her father had won her mother? affection away
from Fisk when they were all in high school and how Fisk finally got even with
him by framing him for a crime he didn? do. Now her father was serving a
long jail sentence and only Fisk had the information to get him released. So
she had trained herself to become a top flight burglar in hopes of finding
this information at Fisk? office and free her father. But Fisk had caught
her and used her mother as leverage to get her to capture Spiderman.

?e gave me a super strength drug in the hopes that if I were stronger than
you, I could finally defeat you, Peter. I was suf?? ?ering from the reaction
of the virus yesterday in class. And I guess ... I guess I passed the virus on
to you, MJ. I? sorry. I had no idea that it was communicable. ?

?on? be sorry, Lecia,?MJ said as she placed a hand on the black clad
burglar? shoulder, ? love being this strong, really. And it will sure come
in handy if I keep hanging with Parker. You can? believe all the weird stuff
that happens around him.?She turned to Peter to explain,?s far as I can
tell, the virus mutated our cellular structure and for a short time we had the
ability to greatly increase our strength by causing our bodies to further
mutate in response to exertion. As I guessed, I pushed my body? change a lot
further than Felicia did. A lot further than I thought a human could go. In
fact, I? not even sure if I could be classified as human anymore. The
mutations caused by the virus are astounding.?

?o ... how strong are you two??Peter wondered.

Mary Jane spied a piece of pi?? pe laying on the floor. She picked it up and
handed it to Peter. ?ow much do you think this weighs??

?bout a hundred pounds,?Peter guessed.

?end it, Pete.?

Parker put all of his spider strength to the task and bent the bar in two
after a great amount of effort.

?ow Felicia, your turn.?MJ continued.

The Black Cat flexed her muscles as she took the bent pipe and with some
effort tied the ends into a crude knot. Peter? eyes grew wide. She must have
been two or three times as strong as he was. Next MJ took the pipe.

The gorgeous red head placed her hands on either side of the twisted pipe and
started to squeeze. It looked like she was molding clay instead of steel as
she brought her hands together with little effort and then continued to
compress the pipe smaller and smaller. Then with great effort, she formed it
into a ball the size of a softball. She smiled at Peter as she flipped the
ball into the air. She caught it and cocked her arm like a pitcher winding up
for a fastball. She?? v threw the ball of steel right at a support girder.
With a thunderous noise it punched a hole through the closest girder and
lodged itself into the next.

Peter and Felicia could only stare wide-eyed at MJ? awesome display of
power.

?oly spit, MJ!?Peter said after doing some general mental calculations,
?nly the Hulk could do something like that!?He turned and stared at his
girlfriend and her pumped up muscles. His awe was mixed with a little fear.

?ell, I don? know about that,?MJ answered, ?ut I would say I? up
there with Hercules and maybe Thor right now.?

?o okay,?Peter said, casually trying to change the subject, ?o you?e
both pretty strong now from this virus thing. Now what??

?h god,?Felicia gasped, ? almost forgot. Kingpin said that if I didn?
get an antidote for the virus in seven days, I? die. Oh Mary Jane,?tears
were welling up instant?? wly in her eyes, ?? so sorry that I got you into
this!?

MJ clenched her jaw as possible scenarios raced through her now brilliant
brain. ?ow were you supposed to contact Kingpin once you captured
Spiderman??she asked Felicia.

?e gave me a signal device to let him know I was bringing Spiderman in.?

MJ smiled deviously, ??e got a plan ...?

Back in the huge penthouse of Wilson Fisk, a gathering of nefarious characters
was taking place. Fisk had his usual henchmen, the Enforcers, present. The
Enforcers were a B-list group of villains: Fancy Dan, who was an expert in
martial arts but always liked to use his guns first; Montana, an expert with
the lariat; and Ox, big and dumb but strong as ... well ... as an ox. He had
also found Rhino, Electro, and Dr. Octopus. Fisk strode into the room suddenly
and began to address his guests.

?entlemen. Welcome to the final a??  ct of the short, yet immensely
irritating career of a certain insufferable wall-crawling hero.?Fisk smiled
as he got the reaction from the assembled villains that he had expected. He
continued to gloat, ?es, where your measly efforts to squash him have ended
in failure and embarrassment for you, I, the Kingpin of Crime, have triumphed.
I devised a trap so stunningly simple and yet so seductively effective, that
Spiderman was almost too easy to capture.?

The Kingpin led the group to a tall set of doors. He pu?? dshed them open and
announced, ?ehold!?He gestured into an even larger room, sometimes used as
a helicopter hanger at the top of his Manhattan office building. The Black Cat
stood next to Spiderman, webbed up to his shoulders and dangling upside down
from the ceiling. She was playfully punching him, making him swing back and
forth. He looked pathetically helpless in this position.

The entourage entered the room with excited chatter. ?he wall crawler is
mine!??orry you freak, you?l have to wait your turn.?? get ?m
first!??fter what he did to me ...?

?entlemen!?Fisk bellowed over the commotion, ?veryone will get a turn! I
ask only one thing. Do whatever you wish to him,?Fisk turned to the captured
superhero with a look of evil glee, ?ut the final blow is reserved for me. I
want the pleasure of snuffing his life out with my bare hands!?

??  ?ut first,?Fisk continued as he led the way towards the incapacitated
hero, ?et me introduce you to our hostess for this joyful event, The Black
Cat!?

Felicia posed next to Spiderman like a model showing off a prize on a game
show. ?ut I really couldn? have done it without my benefactor,?she said
as modestly as she could, ?he Kingpin of Crime himself, Wilson Fisk!?She
was the only one in the room to give a quiet ?olf clap? Except for Ox, the
muscle guy for the Enforcers. But he wasn? so sure what he was clapping for
and stopped after Montana nudged him in the ribs.

?ow clever of you my dear to deliver him wrapped in his own
webbing,?Kingpin gloated.

Cat produced a webshooter from her pouch, ?ell, after I beat the snot out of
him, it was a si?? Jmple matter to take this off his wrist and use it on him.
Lord knows, he? used it on all of us plenty of times!?

?ey Kingpin,?Rhino interrupted, ?e looks like a big ol?piata hanging
there! Mind if I get the party goin?with the first swing??He pounded one
meaty fist into the other to emphasize his point.

?wing away, my brutish friend!?the Kingpin answered.

?ou know these little digital cameras they got today? Aren? they just so
amazing? They?e so small, but the resolution is incredible! This one even
takes videos!?

The villains froze in their tracks. Frantically, they looked in the direction
of the voice. A voice that was all too familiar to them.

?ou know, I just loved the look on your face Kingpin, when you said your
line about ?nuffing his life out,?classic bad-guy stuff,
really.?Spiderman swung from o?? ne side of the ceiling to the other and
turned his camera back towards the group while standing upside down, ?ut
let? shoot it from this angle so I get the whole group behind you before I
zoom in for your close-up. Okay? Ready ... and ... action!!?

Kingpin? face was already turning several shades of red as his famous temper
was about to explode. ?ILL HIM!!! Kill him now!!!?

He spun to face the demurely smiling Cat, ?ou ... you double-crossed ME?!?
And led Spiderman here?!? And brought me a dummy??He was practically shaking
in anger.

Suddenly the web cocoon burst open and MJ did a flip, landing in a crouched
position in front of Fisk, ?nd just where do you get off calling me a dummy,
you dummy!?

Felicia flipped the web shooter to her friend and MJ slipped it back under the
sleeve of the costume. Out of the corner of her eye, she caught sight of Rhino
charging at her. Cooly, she calculated his ?? approximate mass and the speed
with which he was approaching her. At the last possible second, she spun
around and caught his chin with a thunderous uppercut.

The startled foe shot straight up like a ricocheted bullet bouncing off a
tank? side. His horn lodged itself deep within the high ceiling. MJ made a
mental note. She had merely intended to stop the man-beast, not knock him into
orbit.

Meanwhile, Peter was busy dodging Dr. Octopus?arms and Fancy Dan? bullets,
hoping that either Ock would knock Dan in the head or one of Dan? bullets
would take out the good doctor. Just another day at the office for the
experienced superhero. He knew what his part was in this little action scene
and he would perform it perfectly. Still, he marveled at the change in his
girlfriend. Not only was MJ super strong now, she had also hacked into his
secret computer files and improved on his own webbing solution to make ??  a
load of webs that was ten times stronger than normal. And all within a couple
of minutes. Then she taught herself to shoot and swing on the web in about a
half hour while it had taken him days to figure it out. On top of that, she
figured out the whole deal with the Black Cat and planned a scheme to get back
at the Kingpin, all while swinging her way towards the warehouse. She was
quite some girlfriend all right. He watched out of the corner of his eye as
she sent Rhino rocketing up and into the ceiling. Wow, he thought, we might
have to work on her control.

While the battle was being joined in earnest, the Kingpin of Crime was looking
for a quick exit from the melee. He exited through the same hidden doors that
he had used earlier. This night was not goin??  g as planned. He needed a new
strategy. And he needed one quickly.

The Black Cat saw Kingpin leave and was about to follow him, but suddenly a
lasso dropped over her head and encircled her petite waist. Trying to get in
on the action and not feeling like taking on Spiderman or this new
?piderwoman? Montana thought he could handle the sexy Cat. He figured he
would wrap her up with the rope and knock her out with a quick karate blow
then help the others with the spider-twins.

But Cat had different ideas. Her prey had just left through a quickly closing
mouse hole and she needed to follow as fast as possible. She pulled on the
lariat with her new strength and Montana went flying through the air towards
her. He came to an abrupt stop, though, when his chin me??  t the heel of the
Black Cat? outstretched hand. Montana crumpled to the ground, out for the
night. Cat slipped the lasso off and darted after the big man.

MJ had momentarily lost track of one of the opponents when someone grabbed her
from behind. Two muscular arms enveloped her and began to compress her torso.
She realized at once that this was the Enforcer? muscle man, Ox. She stopped
his squeeze by gently flexing her arms and chest muscles. Ox was surprised by
her resistance, so he increased his efforts.

Ox began to think that he had wrapped his meaty arms around a rock. For all
his size and strength, he couldn? crush this little girl like he should be
able to. Suddenly MJ expanded her chest and drew her arms up and away from her
side which broke the??  big man? grip and sent him staggering backwards. MJ
spun around and caught him by the belt and shirt and effortlessly swooped him
up over her head, much to the shock and consternation of Ox.

Just then, Electro, who had been watching this little contest of strength,
decided that this would be the best time to take out the spider-female. Sure,
it was a cheap shot. To hit her while she wasn? looking wasn? really
playing fair. But that was the kind of strategy that he loved the best. After
all, he reasoned, I? a bad guy! I? supposed to do stuff like that!

Unfortunately, Electro? aim was slightly off and he merely nicked the super
woman in the foot. Instinctively, MJ leapt into the air, holding Ox above her
head. She arched her back and launched the bewildered man-mountain like a
missile at Electro.

After his initial miss and seeing the woman? ability to leap twenty feet
straight up while hoist?? ?ng a 300 pound man above her head, Electro
decided to give her all he had. But he wasn? expecting her to throw Ox at
him. Out of pure survival instinct, Electro released another volley of
lightning in a vain attempt to stop the oncoming man. All he succeeded in
doing was frying Ox into unconsciousness right before he slammed into the much
smaller villain. MJ landed gently in a crouched position ready for the next
attacker.

Meanwhile, Wilson Fisk was busy mentally rehearsing the next few moments as he
hurried toward his office. With a push of a secret button, all of the contents
of his safe would be instantly dumped into another safe that could only be
accessed by tearing the wall apart. It was a drastic move saved for the utmost
emergencies. And this was one of those times. Next he would need to call in
his best secretary.

Fisk had figured that the Cat would have double-crossed him for only two
reasons. First, because of some misguided feelings of af?? ?ection for the
spider-pest, and second, to get any information that could clear her father.
Information that he securely stashed away as the contents of his office safe
were evacuated below into the nearly indestructible strong-box with a firm
push of an ordinary looking piece of molding on his desk.

Next, the big man rang his receptionist? desk. ?loria!?

Although it was the middle of the night, a cheerful reply came back, ?es,
Mr. Fisk??

?loria, what does the letter seven sound like??Fisk had chosen his words
precisely. He had just given her the verbal cue to initiate a post-hypnotic
response. There was a pause at the other end of the intercom.

?oses,?came the answer finally. But this time, Gloria? voice was flat
and emotionless.

?xcellent, Gloria. Initiate Defense Protocol 13.?

? little too late to set up your defenses now, Kingpin,?the Black Cat
purred as she sexily slipped from the shadows of Fisk? huge office. ?r is
that just some?? ?kind of code you have to send your secretary out for
pizza??

If the Kingpin of Crime was startled by the young woman? sudden appearance,
he didn? show it. ?h my dear Miss Hardy. I knew you would be along sooner
or later.?He picked up his phone and stepped out from behind the desk.
?orry, but I?l have to ask you to wait just a minute. I was just about to
make a call to an old friend of mine. Seems she? gone for the weekend and
might be worried about her darling daughter. I just hope she? not too
shocked when she learns how the child spends her evenings.?

Felicia? face flushed in anger. In a flash, she whipped her Cat? Cable up
and shot it at the big man? hand. The cable smashed into the phone and
knocked it out of Kingpin? grasp. The Black Cat? sudden attack seemed to
snap Kingpin into action. He lurched toward the young woman like a charging
elephant, his face twisted in rage. The agile woman ducked under his meaty
hands and sent ?? ?im smashing into the wall. Then she followed up with a
sharp elbow to the small of the back.

Kingpin roared in anger and thrashed back at Cat. But instead of ducking, she
caught his arm and held it motionless. He spun quickly and thrust another huge
fist at the young lady? beautiful face. She released the one arm and easily
blocked his new attack along with several other blows that he fired off in
rapid succession. Finally she allowed the massive man to land a thunderous
punch to her midsection. All she did to protect herself was to tighten her
abs. But it was enough. His big hand bounced off her rock hard stomach.
Incredulous, the Kingpin tried it again and again. It felt to Fisk like he was
hitting his hands against a stone wall.

The Black Cat answered the Kingpin? attack with a single jab at his jaw. Her
potent punch sent him reeling backwards, smashing into a wall. ?ell,
well,?the dark clad supergirl purred as she stepped up to the stun?? vned
man, ?t seems that the tables have turned!?

Meanwhile, back in the Kingpin? war room, the war was still being waged.
Spiderman paused to survey the room for his girlfriend. It was time to shift
to the next phase of the operation. He spotted her dashing into a room that
was filled with computer equipment. Suddenly, his spider sense warned him of
another volley of bullets coming from below. As he moved to dodge the assault,
he noticed that one of the shots nearly hit Dr. Octopus. Just as he hoped, the
enraged villain turned his attention to the small man with the guns.

?ou idiot!?Octopus screamed as he sent one of his tentacles smashing into
the man? jaw, ?ou nearly killed me!?

Fancy Dan saw the metallic appendage coming at him out of the corner of his
eye. He tried to dodge the blow but the robotic arm still hit him hard enough
to knock him out. Good, thoug??  ht Spiderman, it? just down to old sourpuss
and ...

Spiderman? thought was stopped short by an unexpected blow from behind.
While he attacked the gunman with one arm, Octopus had sent another one to try
to catch Spiderman off guard. Having dislodged the wall crawler from the wall,
Octopus reached out with another tentacle, snatched up Spiderman before he hit
the floor, and began to squeeze the young hero like a python.

Spiderman struggled to free himself, but try as he might, he couldn? budge
the mechanical arm that was slowly crushing the breath out of him. He
couldn? even get off a clean shot with his web shooter. Just as he was about
to black out, he heard the familiar ?hhhhp - thhhhp?

Mary Jane had just jumped back into the room in time to see he??  r boyfriend
get snared by the evil genius. She shot a couple of streams of her highly
adhesive webbing at one of Octopus?two tentacles that were holding him up
off the floor.

The brave young girl challenged the old scientist, ?et go of my ...?

Her challenge was answered by a direct blow from Octopus?fourth tentacle as
it smashed into her bountiful chest and pinned her to the floor.

?h yes, the other spider-pest,?gloated Octopus, relishing the quick turn
of fortunes in this little scuffle. ?fter I? done crushing your boyfriend,
perhaps we?l have some fun together.?A steely finger at the end of his
robotic arm responded to his mental commands and began to tug at the neck of
Mary Jane? costume.

?ou disgusting pervert!?Mary Jane screamed. She respo??  nded to his
amorous advances by whipping her legs up and around the metallic arm. With a
powerful squeeze and a jerk downward, she twisted the arm in such a way that
it threw the villain's balance off. With one arm webbed tightly to the floor
and the surprisingly strong girl crushing and twisting, Octopus had to drop
Spiderman to catch himself with his other arm.

Spiderman fell a few feet and landed with a thud, shaken but not unconscious.
Meanwhile Mary Jane had grabbed the offending finger and had bent it backward.
Octopus?mind was reeling from the pain that the girl was causing. His mental
link with his appendages went both ways and anything that happened to them, he
experienced as well.

The mad doctor was about to attack Mary Jane with the full force ?? of his
robotic arms when another stream of webbing from Spiderman hit him square in
the face. Frantically he scratched at the sticky stuff but couldn? get it
off. By this time, Mary Jane was back on her feet, having demolished the
business end of one of Octopus?arms. The nearly indestructible metal had
yielded to the power of her thighs and now looked like so much mangled
aluminum foil. With another two quick shots from her web shooters, two more
arms were cemented against the floor and wall. Spiderman had swung up to an
overhead girder. He snagged the last free arm and towed it up to the girder
where he lashed it with an extra dose of his webbing. The fearsome criminal
was stretched out across the Kingpin? war room like a bug caught in a
metallic spider? web, unable to move.

Spiderman lowered himself on a line of webbing until he was upside down in
front of his super powered girlfriend. ?od, you are awesome,?he
whispered?? ?so that Doc Ock couldn? hear, ?hanks for the assist.?

?ssist?!??Mary Jane was incredulous. ?t looked like you were the one
lending ME a hand!?

?eah, sure, whatever. I had the situation totally under control. I? an old
pro at this,?Peter replied, ?ow, don? you just want to lift up my mask
and give me a big kiss??

?ight now, I? rather knock you into the middle of next week!?Mary Jane
made a mock threatening gesture of raising her arm and flexing her big bicep,
again pushing Spiderman? costume to the limit of its stretchability.

? love it when we fight. How ?out we go home, slip out of these long johns
and make up.?

?old onto your hormones, Spidey,?Mary Jane grabbed her boyfriend?
costume and pulled him down a bit more, ??e got the computers downloading
the info we wanted and its gonna take another minute or so. Besides, we seem
to be missing one of our team members.?

?ot to mention our gracious host.?

?omething tells m?? ? that if we find one of them, we?l find the
other.?

Gloria Taylor had moved to New York from Missouri four years ago. She was sure
that she would find a good job, get a cool flat in Manhattan, and hang out
with lots of friends at the local coffee shop. Just like on the TV shows.

But the real world was waiting for someone like Gloria just to smack her down
and trash her dreams. Not many employers even gave her a second look. She had
very few skills, no experience, and problems with overeating. In fact she once
broke a chair as she sat down for an interview. She didn? get that job
either. Go figure.

But Wilson Fisk saw something in her that others overlooked. First, she was
desperate for a job. Second, she was loyal to a fault. And most important, he
discovered that she was an excellent subject for hypnosis.

Soon, after Gloria went to work in one of the lower echelons of one of Fisk?
smaller companies, he had his scientists begin an almost nightly ritual of
hypnosis?? . First they worked on her secretarial skills, training her within
two weeks to be the fastest typist and most efficient organizer in the
company. All the while, they were altering her eating habits and increasing
her desire for exercise.

Of course, Gloria was oblivious to all of this. Everything was done in secret.
An entire laboratory, designed to look like an apartment building, was
constructed just for this R and D project. Gloria was the only actual tenant -
given free rent as one of the perks for working for Fisk Industries. All of
the friends she made in the building were actually members of her
transformation team.

The apartment building had a state-of-the-art gym facility in the basement.
Again because of her naivet, Gloria just assumed all apartment buildings in
New York had such amenities. The nightly hypnosis sessions eventually began to
include a rigorous weight trai?? ?ing routine coupled with intense martial
arts instruction. Because of her ability to completely focus while under
hypnosis, Gloria mastered several styles of martial arts in record time. She
was soon one of the most proficient fighters in New York.

The transformation team was also trying out some new designer drugs on Gloria.
They increased the amount of work her muscles could do while decreasing the
amount of rest her muscles need for recuperation. At the same time the drugs
started changing the makeup of cellular structure of her muscles. The result
was that the stronger she became, the more dense her muscle got. Within two
years she was doing bench presses with over 400 pounds and single hand curls
of up to 75 pounds. But her muscles looked no larger than those of a top level
fitness competitor. Fisk had insisted on this last part so that she would not
stand out as anyone special.

But Gloria was indeed someone special. She stood 5?8?tall?? ?with
straight black hair that reached the middle of her back which was usually held
back in a pony tail. The intensive exercise routine that she had done had
resulted in her developing an extremely fit physique with the only noticeable
body fat located in her C cup breasts. She was stronger than most men and
could defeat almost any opponent in hand to hand combat. In fact she would
frequently spar with the Kingpin? most notorious assassin, Elecktra. As of
late, their sessions would usually end in a stalemate with one woman not able
to defeat the other.

Gloria was the perfect stealth weapon. And Kingpin completely controlled her.
Now as his secretary, she was his last line of defense in case everything and
everyone else failed him.

Gloria, now in an hypnotic trance, pulled out the top drawer of her desk and
pressed a button concealed inside. A panel in the wall of her office slid open
to reveal a black costume hanging inside the secret compartment. She stood,
looked around t?? he room as if to see if anyone was watching, then removed
her fake glasses with a flourish. Swiftly she stripped off all of her clothes,
just as she had done so many times before in her practice sessions. Then, just
as swiftly, she donned the costume that she had designed for herself.

The transformation team had discovered that Gloria had long fantasized about
being a superhero. Using this to their advantage, they had guided her to make
a costume and come up with a name. This only served to strengthen and
accelerate the changes they were working in the girl? psyche. Now, as she
slipped into her costume, she mentally slipped into her persona of the
Defender.

The Defender zipped up the front of her body hugging, black suit The thin,
stretchy material covered her from her thighs to her wrists and it showed off
every bulge and valley of muscle that she had developed over the years. She
pulled on a pair of thick soled boots and quickly snapped the straps shut.
Finally, she drew a pair of gauntle?? ts onto her hands.

The command from Mr. Fisk had been for defense protocol 13. That meant that
the threat was in his office and that it was from a meta-human. Defender took
a small bottle from a shelf in the secret wall compartment and uncapped it.
She inserted the tip in her nostril and squeezed while inhaling. Then she
repeat the process with the other side.

The effect was almost immediate. Even before she could pull up the mask that
was attached to her body suit, the chemical was exploding in her brain. Every
color and sound in the room seemed to become magnified. She became intensely
aware of everything around her. Then she felt a growing power within her as
the chemical caused her brain to trigger a flow of adrenaline into her
bloodstream.

Defender replaced the bottle and bolted down the hallway to her boss?office.
With a single kick, she smashed through the thick oak doors that had been
locked from the inside. In a flash, she took in the scene before her. A woman
clothed mostly in black was ?? ?holding Wilson Fisk by the throat against a
wall. Mr. Fisk? face was bruised and one eye was shut from swelling. He was
holding his ribs with one hand, probably an indication of some trauma to his
torso, while his other hand dangled useless by his side. Her hand was raised,
about to strike the helpless man again.

Defender flew at the costumed woman, landing with her boot square in her lower
back. She quickly followed with an elbow to the base of the woman? neck.

The Black Cat had been surprised by the Defender? entrance and the woman
moved much quicker than she had expected. She was barely able to brace herself
for the attack. Still, her attacker? blows had almost knocked her out even
with her enhanced strength. She released her hold on Fisk and spun to strike
back.

But the Defender was seeing things in a different light. Every move seemed to
be in slow motion thanks to the chemical coursing through her. She watched as
the black clad woman spun around and followed the arc of her arm as it came
towar??  d her. It was easy to dodge the attack, contact the arm with her left
hand to force it to continue it? motion and then strike the woman? exposed
chin with the heel of her right hand.

Cat? head jerked backwards from the blow to her chin and instinctively she
allowed herself to roll with the punch. What she needed right now was a little
bit of space between them so she could assess the threat.

Fisk was leaning against the wall. ?h my dear Defender,?he managed to
croak out, ?rriving in the nick of tim??  e, just like a good hero
should.?Then his voice grew cold and malicious as he pointed to the crouched
figure across the room, ?top her!?

The Black Cat didn? wait for the Defender to follow her orders. She leapt at
the woman, confident in her fighting abilities and her new strength. But try
as she might, every punch and kick she sent the dark woman? way was easily
blocked.

?uite an impressive fighter, eh Cat??Kingpin gloated as he hefted his bulk
up to a standing position, still covering his broken rib. ?y team has been
working on her for the last four years.?

As if in response to the Kingpin? gloats, Defender block one more punch and
seeing an opening, slammed her open palm into Cat? chest sending her flying
backwards.

?s pleasurable as it w??  ould be to witness your final demise, my dear Cat,
I must be going to attend to my own wounds.?He winced as he tried to lift
his dislocated arm, ?nd before our activities tonight bring the authorities.
Defender! Alert!?

The black clad Defender stood still upon his vocal command as she had been
hypnotically programmed to do, ready to receive an order.

?ower up now. And eliminate the Black Cat. Then ... have Gloria get someone
in here to clean up this mess.?

The Cat watched as Defender touched a code into a series of buttons on her
right gauntlet and walked to the nearest light switch. She placed her hand on
the wall above the switch.

?ou see Cat,?Fisk was moving toward the shattered opening to his huge
office, ? try not to put all of my apples into on?? re basket. As part of
the Defender Project we developed a way to syphon the energy from an
electromagnetic field and transform it into muscular power. She is my perfect
weapon. A skilled fighter, fast, strong, totally under my control, and best of
all, she will recall none of this in the morning. Even under hypnosis this
will all appear to be merely a fantasy of hers.?

The Black Cat watched in horror as the skin tight costume on her opponent
began to show signs of expansion.

As he stood in the doorway, nearly filling the doorway with his massive size,
Fisk turned back to the room, ?ou on the other hand, I? afraid ?? ?I will
have to count as a failed experiment. A set back. But just a minor set back.
By the way, I wasn? exactly honest with you - but then such is the nature of
our trade. There is no antidote for the virus and so far the longest anyone
has survived with it in them is only three days. So even if you manage to
defeat my Defender, which is highly doubtful, you die anyway. Good night, my
dear. I?l be sure to comfort your mother at your funeral.?With that, the
big man was gone.




PART FOUR


"Quite an impressive fighter, eh Cat?" Kingpin gloated as he hefted his
bulk up to a standing position, still covering his broken rib. "My team has
been working on her for the last four years."

As if in response to the Kingpin"s gloats, Defender blocked one more punch
and seeing an opening, slammed her open palm into Cat"s chest sending her
flying backwards.

"As pleasurable as it would be to witness your final demise, my dear Cat, I
must be going to attend to my own wounds." He winced as he tried to lift his
dislocated arm, "And before our activities tonight bring the authorities.
Defender! Alert!"

The black clad Defender stood still upon his vocal command as she had been
hypnotically programmed to do, ready to receive an order.

"Power up now. And eliminate the Black Cat. Then ... have Gloria get someone
in here to clean up this mess."

The Cat watched as Defender touched a code into a series of buttons on her
right gauntlet and walked to the nearest light switch. She placed her hand on
the wall above the switch.

"You see Cat," Fisk was moving toward the shattered opening to his huge
office, "I try not to put all of my apples into one basket. As part of the
Defender Project we developed a way to syphon the energy from an
electromagnetic field and transform it into muscular power. She is my perfect
weapon. A skilled fighter, fast, strong and getting stronger by the second,
totally under my control, and best of all, she will recall none of this in the
morning. Even under hypnosis this will all appear to be merely a fantasy of
hers."

The Black Cat watched in horror as the skin tight costume on her opponent
began to show signs of expansion.

As he stood in the doorway, nearly filling the doorway with his massive size,
Fisk turned back to the room, "You on the other hand, I"m afraid I will
have to count as a failed experiment. A set back. But just a minor set back.
By the way, I wasn"t exactly honest with you - but then such is the nature
of our trade. There is no antidote for the virus and so far the longest anyone
has survived with it in them is only three days. So even if you manage to
defeat my Defender, which is highly doubtful, you die anyway. Good night, my
dear. I"ll be sure to comfort your mother at your funeral." With that, the
big man was gone.

Defender pulled her hand away from the wall. Her muscles had clearly grown in
size. From the toned, shapely look of a fitness competitor to the bulkier,
thicker look of a large female bodybuilder. She stretched her neck and then
brought her hands up into a ready position. Her tensed biceps bulged larger
than Cat"s.

"Holy crap," Felicia grimaced, "this might take a while. And me with a
hot date waiting upstairs." She vaulted over the large conference table
which was broken from the previous scuffle, and landed both feet on
Defender"s chest.

Defender gabbed the Cat"s feet and pushed her away, tossing her into the
wall on the far side of the spacious office. Cat scrambled to her feet and
flung a large leather chair at her opponent. Defender caught the chair by two
legs and pulled it apart like she was pulling apart a wishbone. She tossed the
demolished chair aside and leapt toward the dark one. Felicia dodged her
attack and continued to duck and weave, trying desperately to stay out of
reach of her lethal hands and feet. And trying to buy herself some time to
figure out a counter attack.

Defender finally landed a kick to the Black Cat"s shoulder which spun her
around. Cat could feel her arm go numb immediately. Damn, this was one of
those times she sure wished some spiderkid would show up. Defender was
practically on top of her before she knew it, thrusting her big boot towards
her neck. Cat fired her Cat Cable at the tall woman"s face. The attacker
dodged away and the cable continued upward, smashing into one of the overhead
lights. Glass and plastic shards showered down on the pair and suddenly Cat
had an idea.

Felicia rolled away and began to use the Cat Cable as a whip, shattering the
remaining lights in the room. She knew that she could see in the dark better
than a cat. Let"s see if muscle woman can, she thought as she slipped into
the shadows.

Defender stopped. She peered into the darkness and tuned in to all of her
senses, like Electra had taught her. Suddenly she heard the sound of the cable
being shot at her head. She moved slightly to avoid it only to be stunned by
the Black Cat"s foot smashing into the base of her neck. Lights exploded in
her brain. She swung to meet the attack. Cat came up from underneath her to
plant a powerful uppercut on her jaw that sent her reeling backwards.

Meanwhile, the spider teens were gathering up the downloaded material and
preparing to find their partner. Suddenly, a Rhino dropped out of the sky. He
had finally managed to dislodge himself from the ceiling and fell to the floor
inches in front of the intrepid teens. He shook his head groggily and slowly
got to his feet. No sooner had he turned around then he was smacked once more
by the lovely new supergirl who sent him sailing unconscious across the room
and straight at Doctor Octopus.

The good doctor had just managed to remove Spiderman"s webbing from his
face. Fortunately, he did it just in time to see a rhino"s horn flying right
for his crotch. Frantically, Otto Octavius pulled himself up just enough to
avoid being impaled.

"Nice shot," Spiderman complimented his girlfriend, "but we"ve got to
work on your control a little bit. You almost skewered ol" Doc Ock."

"I thought my control was pretty good," Mary Jane replied, hands on hips
and surveying the scene. "I put him just where I wanted him to go. Kind of
like throwing darts ... only easier."

Spiderman gulped, "Umm, remind me to never make you mad."

The pair continued making their way through the Kingpin"s building. "Any
idea where we"re headed?" Spiderman asked his super powered girlfriend.

"I had a quick opportunity to study some of the plans for this building
while they were flashing by on the screen," Mary Jane answered. "I"d say
that we need to drop two levels and head to the east side."

"That is so cool, you were able to memorize the entire layout of this huge
building as it flashed in front of you in a matter of microseconds?"

"Do honestly think I could do that? I didn"t turn into a cyborg or
something."

"Then ... how do you know where we"re going?" asked the incredulous boy.

"That"s where all the noise is coming from, duh!" Mary Jane couldn"t
resist a little put down. "And unless the International Wrestling Federation
is holding try outs, I"ll bet that"s our little lab partner mixing it up
with some baddies - maybe even the Kingpin. Let"s go!"

Well, mixing it up would be a nice way of putting it. Getting her butt kicked
was more like it. Defender had adjusted to the dark and was now scoring most
of the points in this round. She was standing above the wounded and beaten
girl, ready to strike what would probably be the last blow needed.

Cat hatched one last ditch plan. She shot her Cat"s Cable toward
Defender"s face once more. The tall, seemingly inexhaustible woman easily
caught it. "I have had enough of your bothersome cable," she muttered and
wrapped it around her hand preparing to pull it out of the Black Cat"s grasp

While holding onto the leather wrappings on the handle, Cat quickly smashed
the metallic butt end of the handle into an electric socket next to her and
leapt out of the way. Immediately the electricity surged through the cable and
overloaded Defender"s gauntlet. Instead of the steady pulse of an
electromagnetic field supplying power to her muscles, she was now hooked up to
110 volts.

Defender"s body began to swell from the influx of so much raw power, the
chemicals in her system attempting to turn the energy into muscle and
strength. Black Cat could only hope that her strategy would work and that her
body would shut down from that much electricity. On the other hand, she might
just suck up all that power and turn into another Hulk; in which case, this
little kitty may have used up her ninth life.

It seemed, to Cat"s dismay, that the second option was happening.
Defender"s muscles began growing at an astonishing rate, like they were
being filled with air. Her chest and biceps tore through her bodysuit as inch
upon powerful inch of muscle was forced on her. Her thighs exploded outward
shredding her shorts, while her boots were split open from calves the size of
cantaloupes. All of this growth was illuminated by the sparks flying about the
room which gave it a strobe light effect. Every time a light flashed, the
Defender was bigger than before. The Black Cat was really hating her plan
about the time that the power finally went out.

In the darkness once more, Cat could clearly see the Defender standing in the
middle of the room, the shreds of her costume fell from her gigantic physique.
Her now naked body was totally tensed, muscles flexed to their maximum,
shaking from the infusion of so much power. The massively muscled woman tried
to turn to the demolished doorway, as if she were going to seek help. But
before she could take a step, her knees gave out and she collapsed on the
floor.

"See," the Black Cat smiled to herself, "I knew that would work. Never
doubted for a second."

Just then, Spiderman and Spiderwoman found the room. Spiderman switched on his
spider belt light. They were amazed at the destruction and even more amazed at
the size of the woman laying on her back on the floor.

"Oh my god," Peter said, "she"s huge!"

"You better be talking about her muscles, bugboy, or you"re in serious
trouble," Mary Jane shot back.

"The bigger they are," Cat said as she turned her attention to the safe,
"the harder it is to knock "em out. Listen kids, we"ve got to do things
in the next few seconds. First, check on the girl. She just had a real shock
to her system and she might need some special medical attention. And I"ve
got to open this ... safe ..." Cat"s nimble and sensitive fingers felt for
the correct combination.

Spiderwoman checked on the fallen girl. "She"s breathing but her heart is
racing. She may be going into shock."

"We"re not far away from the Baxter Building," Spiderman said. "Reed
Richards would know what to do for her. Besides, I don"t think she"s going
to fit into one of the beds at General Hospital."

"Damn!" Black Cat shouted. "Damn him! There"s nothing in here!
Kingpin"s crossed me up again!"

"If you"re looking for imcriminating eveidence, we downloaded all sorts of
dates and places and names that the Kingpin left in his computers. This should
be enough to send him away for the next five decades," Mary Jane said,
patting the web encased dics attached to her hip.

"If not that, what were you hoping to find, Cat? A diamond? Stocks and
Bonds? A little black book?" Peter was still not sure this whole thing had
been on the up and up.

"No! Information. Clearing my father. I know Kingpin has it. From everything
I"ve learned over the years, he always wanted to keep it close to him. He
never let anyone else see it and he never trusted putting it on a computer.
And ... he kept it in THIS safe!" In her anger, Cat punched her hand into
the wall below the safe and felt it hit something hard.

"Wait a minute," Cat said as she punched several more holes in the wall.
"There"s something else here." She ripped apart the wall, exposing part
of a larger safe that was integrated into the very structure of the building.
The Black Cat began furiously pulling and tugging at the secret safe, but to
no avail. It was going to take someone a lot stronger than she was to get this
out.

"Maybe I can help here," Mary Jane said as she stepped up to the wall. She
thrust her arms deep into the wall on both sides of the safe and grasped it
from behind. Spiderman and the Black Cat watched in amazement as their friend
put everything she had into pulling the safe free. The massive supports
screamed in protest as the super girl slowly overpowered mere metal.

Suddenly she stopped, "Wait a minute." She relaxed and stepped back,
thinking about something. "As I recall from the building schematics, if I
pull this out, the upper two floors will collapse on top of us."

"You mean you actually DID memorize those plans as they flashed by?"
Spiderman was very confused.

"Yeah," Mary Jane said, lost in thought, "I just didn"t want to make
you feel too bad back there. My brain seems to be functioning on a much higher
level now. Hey, there may be a much more simple way to retrieve the
documents." She walked over to the safe and grabbed an edge in her mighty
fingers. Slowly she began to deform the metal. The muscles in her forearms
were about to burst through the tight costume as they swelled with the effort.
Finally, she was able to start folding the side of the safe back. When she had
opened it far enough, the Black Cat stepped up and reached her arm into it.

"I"ll get this," she said as she fished around for the documents, "You
get the girl to the Baxter Building. I"ll meet up with you there."

Mary Jane webbed the girl"s arms to her sides and covered her naked torso as
well, "This will keep her from thrashing about and afford her a little
decency." Then she picked the mammoth girl up as if she weighed nothing,
threw her over her shoulder, and leapt out of a broken window into the night.

Spiderman stepped to the window. He saw the approaching NYPD cars. "Hurry
Cat, you don"t have much time."

"Go! I"ll be alright!" After Peter was gone, trying to catch up with
Mary Jane, Cat pulled out the documents she had been searching for. "I"m
like a cat, Petey," she murmured to no one in particular as she reached back
into the safe and pulled out the diamond, "I always land on my feet!" She
smiled as she stuffed everything into her fanny pack and then flew out of the
room herself just as the cops were coming down the darkened hallway.

Later that night, Reed Richards, aka Fantastic Man, lead two of the young
superheroes out of a special medical unit deep within the magnificent Baxter
Building, home of the Fantastic Four. A look of deep concern was etched on his
face. Of course, a look of deep concern was probably permanently etched on his
face. That was just the way the guy was. On the other hand, if you had saved
the world"s keister as many times as this guy had, you"d probably look the
same way!

"She seems to be doing fine now," Richards explained, as he escorted
Spiderman and the Black Cat away from the area. "The muscular hypertrophy
has diminished considerably, and her pulse and vital signs are normal. I would
love to know how they did this to a normal woman. It"s nothing short of
phenomenal. I can"t imagine what kind of a psychological mess she will be
when she wakes up, though. That"s why I put in a call to my friend, Dr.
Leonard Samson. If anyone can get through those psychic labyrinths they
created, I"m sure he can."

"So, she"s going to be okay?" Felicia asked. Even though the Defender
was trying to kill her just a few hours ago. Felicia realized that she was
just another of Kingpin"s pawns, like she herself had been.

"Yes, my dear," Richards reassured her, "she should be fine in a couple
of days, although I would guess that a good deal of the muscle and strength
that she acquired tonight will stay with her. But if Doc Samson is successful
in de-programming her, she might be able to lead a normal life again, or
whatever passes for normal in this city."

"Hey Reed, any idea where Ma ... I mean "Spiderwoman" is?" Spiderman
asked, "I haven"t seen her for the last couple of hours."

"We"re almost there," Reed replied. "Mary Jane has been helping Susan
in the biolab. They"re working on isolating the virus that caused her and
Cat"s tremendous growth spurt. Viruses are Sue"s area of expertise, not
mine."

"Hey, wait a minute. How did you know her name?"

"Well. She told me," Reed said, as if it was the most logical thing for
her to do.

The trio walked on in silence for a few seconds. Then Reed spoke again,
"I"ve never pried into your personal life, Spiderman. I have always
assumed that if you want your identity to remain a secret, that"s your
prerogative. And I would never divulge that sort of information if I did know
it. I suppose that your young friend felt that she could trust me."

Spiderman mulled Richard"s words over in his mind. He stopped walking and
the others stopped with him. Then he slowly took off his mask and extended his
hand to the older man. "I guess it is kind of stuffy in here with this mask
on. Dr. Richards, my name is Peter Parker. I"m please to meet you."

"Peter," Reed shook his hand firmly, "please to meet you at last. I
think I"ve heard of you. I"ve read some of your entries on that science
blog, haven"t I ?"

"Uh ... yeah, I posted a couple of times on the UberGeek blog. Just playing
around with some molecular adhesion stuff ..."

"Oh please!" the Black Cat interjected. "Can we cut the chit chat? The
Kingpin told me that he had no antidote for this virus that he gave me and
that I gave to Mary Jane and if I don"t have very much time to live before
this bug eats my insides and kills me, I don"t need to listen to this
crap!"

"Hey hotshot," Mary Jane said as she poked her head out of the lab and
handed Felicia a beaker with a brown colored liquid, "drink this. And cool
your jets. Sue is awesome and I think we"ve got a solution to our
problem."

Felicia sniffed the liquid, "What is it? Will it kill me quickly so I
don"t have to put up with the science geeks any more?"

"Drink it, or I"ll hold your nose and force it down your mouth. And you
know I could do that."

"And you"d probably enjoy it, too," Felicia said, eyeing the beaker.
"On the other hand, I might enjoy that, too."

"Drink!"

"One pill makes you larger," Cat mumbled to herself, "and one pill makes
you small ... well, better living through modern chemistry, that"s what I
say!" With that, the Black Cat swallowed the potion.

Felicia made a face as she tasted the liquid. "Wwwwow! That"s really,
really sweet! I feel like I put a dozen pixie-stix in my mouth all at once if
you are unfamiliar with pixie-stix, you"ve led a deprived childhood - look
it up on Wikipedia . What is it?"

"Basically," Sue Richards stepped out of the lab to give the answer,
"it"s Braappp Cola."

"Braappp? Like in "Twice the caffeine and three times the sugar"?"
Peter asked.

"That"s right," Mary Jane smiled as she spoke. "With a little bit of
antivirus thrown in. Turns out the sugar and caffeine act as a catalyst. Makes
the antivirus work in minutes instead of hours."

Sue pulled Mr. Fantastic aside and whispered to him, "This girl is amazing,
Reed. I could actually watch her understanding of biochemistry grow in the
last few hours. She"s probably now functioning at a college graduate level.
And her insights and intuitions are astounding."

"Hmmm ... I see. It seems this young lady bears watching."

Later that morning, in a simple row house in Queens, Mary Jane rolled over
sleepily and smiled. "Then he took me to some special testing room they"ve
got there in the Baxter building because he want to see how strong I had
become."

"Yeah?" came a sleepy reply, "How strong are you, anyway?"

"Guess!"

"Strong as a ... gorilla."

"Nope. Stronger."

"Well you"re the "gorilla" of my dreams," Peter said as he wrapped
his arm around her waist and pulled her closer. He planted a light kiss on her
lips.

"C"mon Pete, guess."

"I"m no good at guessing games when I"ve been up all night beating up
bad guys."

"Okay I"ll tell you. He said that I"m the strongest person he"s had in
there. I guess that doesn"t include the Hulk because well, he"s never been
in there. And I guess that wouldn"t include Thor or Hercules because
they"re like gods or something."

"Wait ... wait," Peter was just about asleep when Mary Jane had started
talking again, "how does he do that kind of stuff? I mean how can you rate
someone"s strength level?"

"Well, I was on this big machine and he lowered this big piston and I pushed
up on it," Mary Jane replied.

"So how much did the machine say you could lift?"

"Almost 200 tons! How about that, huh? Dr. Richards said the Thing could
only lift about 80 tons!"

"Okay, that settles it. You"re not only smarter and stronger than me,
you"re also a whole lot "more cuter" than me, too. Now can we get some
sleep?"

Peter felt two large, firm breasts push into his back. A delicate but strong
hand reached around his chest and pulled him slightly away from his gorgeous
redhead girlfriend. "And what about me?"

"Yes, Felicia," Peter sighed was it out of sleep depravation or because of
his current position in the bed? , "you"re definitely stronger and cuter
than me."

"And a better fighter?"

"Oh now, don"t press your luck little kitty cat."

"Okay, how about we press a little spiderboy," Felicia playfully replied
as she grabbed hold of Mary Jane"s arms and the two girls began to squeeze
Peter between them.

"Girls ... girls," Peter was not really protesting, but he had to at least
make it look like he wasn"t loving every bit of the attention they were
giving him, "take it easy on my poor skinny body. Besides, if you squashed
me to death - and I have to admit if it"s time to go, it would definitely be
the way I would choose to go - but what about all of my fans? What would they
do without their local, friendly, neighborhood Spiderman?"

"Oh, please!" Mary Jane giggled, "Felicia, I think his head is way too
big. That"s what needs to be squeezed!"

Some days, my life sucks, Peter thought to himself as he felt the pleasant
pressure of four large breasts surrounding his face, and some days I
wouldn"t trade it for anything in the world.

The End.