Summary: This is my take on Spider-Man 3! It's apart of my story "Thank You For The Venom" and coincides with the storyline for the most part. But, I think it stands well enough on its own. It is how Gwen Stacy becomes the Black Cat! Gwen Stacy(Black Cat)/OC. This is a Fem-Slash pairing/Romance. You've been warned. Rated M for "Mad Scientist"! Read inside for more details.

Disclaimer: I obviously do NOT own Spider-Man or Marvel, etc., because if I DID then the movie series wouldn't have been so horribly crappy and disappointing. I mean seriously?! They killed off BOTH Green Goblin's?! The ONLY awesome Super Villains besides Venom and Carnage (and well a few others, but don't EVEN get me started on that! Lmfao!) So yeah! Here goes. I don't own any music/songs that I may or may not use XD or any other comics, animes, etc. which I may make references to. I'm only writing this for the sole purposes of amusing myself because this idea popped into my head at random and made me laugh. I DO HOWEVER Own my OC's (that's Original Characters).

Warning(s): Language, dark twistedness, gore?, violence, sexy catsuit, suggestiveness, lesbianism, etc. I can't think of anything else so just know you've been warned and will be reading this at your own risk. I hold NO responsibilities for what I write. Kuwahahahahahahahah!

Author Notes: So yeah, I know that for the most part, this is apart of my fanfic "Thank You For The Venom", but since it is going to get longer and be sort of a story all its own, I decided that it might be better if I just posted it as a separate fanfic/story so that I could get back to the main pairing of Harry and my OC Rose so the fans of THAT pairing would be happier. XD See? I'm thoughtful when I wanna be! XP Also, this version has had more editing and stuff like that. Lmfao so hopefully less typos than what I posted on my other fanfic. If anyone wants to know the answers to certain questions though, this is something that should be read…

I want to thank my friend Islashlove for all the awesome/lovely suggestions and help she gave me with deciding on certain things, etc.!


"A Black Cat and a White Coat"


"Of Falls & Wheelie Chairs"

A certain young blonde woman was hanging out of a window, clinging to whatever she could get a grip on while screaming at the thought of her impending doom! That's right! This is the moment when Gwen Stacy was hanging on for dear life!

Oh what thoughts flew through the pretty little things mind as the crane caused her to lose her grip and she fell down, down, down…! She thought of how she had always grown up trying to be such a good girl, and get good grades, and not do anything that might tarnish her father's or family's reputation. And yet somehow, for years, she always ended up getting bullied for being smart and pretty; especially and mainly in school. Like it was wrong to be the way she was or something.

The messed up part is she lacked self-confidence and didn't really think she was very intelligent or attractive. In fact, it was the photographer's insistence that she be in the photo shoot that was the reason she'd taken it. It was nice to finally get some compliments from someone who made a career out of picking and taking pictures of beautiful people; whether it they were lies or not.

And after all sorts of crummy things that she had to endure all these years, it would end with her as a smear on the pavement! And here she'd made the mistake of thinking that today things were starting to look up!

To make matters worse, she doubted anyone else would care. Besides her family, who actually cared what happened to her? She doubted that Eddie guy; who had taken to stalking her did… Despite his attempts to be friendly in order to woo her, he was just plain creepy! She'd found out he'd been going around telling everyone he was her boyfriend; among other things, to her disgust.

All he was after was her body, just like all those other sleazy jerks; this she had sadly come to realize! Having at one time thought him to be her friend… But then, a blur of red pulled her from her lame life flashing depressingly before her grey eyes!

There it was again! What was that?! Suddenly it came into view and just as it grabbed her, did she realize that it was Spider-Man! Personally, she always thought he was nice. Who else was going around and saving people and being so heroic?

Even her father thought he was helpful to the city; but he would usually go on a rant about how vigilante justice was wrong and against the law shortly afterward. So, she was more than glad he was saving her. She'd always tried to see the good in people, not that it often turned out well for her… A prime example of that was Eddie Brock.

And for some odd reason, as Spider-Man pulled her safely from the clutches of doom, the image of Peter Parker flashed across her mind! Yes, Parker… He was a little odd, but he was sweet and meant well, and he was an outcast like her in some ways. Maybe this was life's way of telling her that they could be friends and not just friendly, sometimes slightly awkward classmates?

Even though they had a class together and were on somewhat affable terms, Gwen usually tried to keep to herself; the poor girl had so much trouble making friends ever since she could remember… But despite it all, she tried to keep a positive attitude and hoped for the best. She was just waiting for someone who wasn't such an obvious fake or user to be friends with and finally be able to put her trust in. Perhaps, Peter Parker was that someone she could trust?

It took her a few moments to realize that she and Spider-Man were safely on the ground now. Gwen was overcome by the sudden urge to hug and profusely thank the hero! But, instead she found all she could do was beam and give a small, breathless "Thank you!" when he asked if she was okay, though to her it just didn't seem like enough for having her life saved. She wondered if maybe things really were looking up after all? And that's when Eddie interrupted them; taking pictures and such.

And at that moment she saw her father and ran to him; giving him a hug as she was so happy that he was ACTUALLY here; even if it wasn't because she was in danger, but because he'd been called out due to the situation. Gwen started to cry a little from a mixture of relief and sadness as she wondered if he'd have come at all if he knew it was her… With her father's soothing words she did her best to calm down and told herself that he probably would've to make sure the body was hers at least.

Gwen pulled away and turned just in time to see Spider-Man web slinging away. As she watched, the sweet blonde frowned; feeling pretty bad that she couldn't thank Spider-Man properly at the moment. However, she'd been raised to always be a good girl and go along with whatever her father said and that he was right; especially in matters involving law enforcement. So she'd try to make it up to Spider-Man later if she could.

With a sigh and quite a lot of confused and stressed out emotions; she was ushered over to the vehicle her father had arrived in, as he fretfully kept asking if she was all right. Then, once most of the concern had worn off, he went into a whole thing about interrogating her about why she'd been up there doing a photo shoot in the first place, who the heck this Eddie Brock was, why he hadn't been told who she was dating, and blah, blah, blah. Totally killing her hopes that they were finally having a real father and daughter moment…

Needless to say Gwen had a headache and was getting fed up with it all, much quicker from all the emotional stress and whole near death thing, than she normally would have. She reached up and covered her face with her hands; gently massaging her temples.

George Stacy paused when he saw his daughter doing this and his frown only deepened.

"Are you feeling well honey? Maybe you should go to the hospital and get checked out… Just in case?" She sighed and forced a smile, but it wasn't fooling anyone.

"I'm fine dad… I think I'll just go home."

"Oh no you don't young lady! You're going to the hospital. I don't want to come home later and find you unconscious on the floor or worse!" And even though she tried to argue, she ended up being pushed into the vehicle and taken to the hospital regardless.

'UGH! I hate it when he does this! He always has to be right! Why can't it ever be MY choice?' Gwen buried her face in her hands again and tried to calm herself down. It wouldn't do to make her father look bad in front of the driver by having a temper tantrum. He'd just lecture her some more.

He'd always been like this, ever since that one time she'd been attacked when she was in middle school, he'd become so freakishly overprotective and stern, but at the same time he always seemed to be too busy for her. (A/N: I have no idea what Gwen's back-story is, so I'm making up my own since I've been doing it for other stuff anyways, but I do know her parents are alive since she has dinner with them in the movie. Yay me~!)

The blonde supposed she couldn't blame him for being so worried about losing her though, especially in his line of work and everything else; he'd probably seen enough death and loss…

But still, it'd be nice if he just accepted her as she was, realize how smart she was; that Gwen wasn't some empty headed blonde, and not treat her like the most fragile of glass dolls in all of existence! The man was so frightened that she might get hurt that he wouldn't even let her go to self-defense classes or anything! Which to her didn't make any sense…

Gwen figured being able to at least know some defensive techniques would have come in very handy at any age. Heck, she remembered once when she'd been in middle school, when it would have come in handy! She'd been waiting outside because her dad was supposed to pick her up to go out to eat. They were celebrating her winning the Science Fair.

The young woman smiled fondly at the memory, but it became a frown as she recalled the rest. He was late, as usual, and a man had come up to her; she thought maybe he worked at the school or was someone's parent.

He seemed pretty nice and struck up a conversation with her; letting her do most of the talking, which was a rarity for her. And at the time she had thought it was a nice change of pace since no one ever seemed to want to hear what she had to say.

When she mentioned something about her Science Fair project, he told her that he was something of an inventor himself, and that he had the designs over in his car if she wanted to take a look. It was at that moment that things clicked and she realized the horror of her mistake in being so damn nice.

Gwen had politely declined, but he kept insisting. She told him her dad was a cop and he was on his way to pick her up. However, this didn't have the reaction she was looking for. Instead of getting scared and backing off, the guy got this sick looking grin on his face; like he didn't believe her, as he started trying to grab her and drag her off!

Being so terrified, she wasn't able to react in time and he ended up grabbing her forearm, but then she started trying to get away, and the fabric of her sleeve tore. The man cussed loudly before trying again! She took off running, trying to get back into the school or to someone who might help her!

The next thing she knew she was tackled to the harsh pavement, and was screaming as he tried to restrain her. Gwen fought tooth and nail; that is, until he gave her a rough slap across the face. She tried to stop the silent tears from streaming down her face, but it was to no avail either. It was then that she heard it… Someone was yelling her name like they were looking for her!

She began yelling "I'M HERE DAD! HELP!" and then as the stunned pedophile turned his head in the direction of the other person, she took that opportune moment to use all the strength her little body could muster and kicked him right in the balls! He fell over with a strangled groan and she got away and ran as fast as she could to her father, who had finally showed up!

The disgusting child rapist received a good beating from her father before he called it in and the man was taken away. It turned out he had other charges and violations on his record that he'd been on the run from, so thankfully he went away for a long time.

And although Gwen was both proud that her father had beaten the guy up against his better morals, and rescued her, she couldn't help feeling a little disappointed and angry that he wouldn't allow her to learn martial arts or anything that could help her defend herself against a future attacker.

The blonde didn't even get to voice her opinion on the matter, as he simply told her it was settled and had one of the other officers drive her home so he could personally take the scumbag into custody, rather than spend time with her like he'd promised...

"Ms. Stacy, we're here. Do you want me to wait here for you ma'am?" The female officer who'd been driving, asked her politely. Gwen managed a small smile; the driver's voice bringing her out of her irked nostalgia.

"No, that's okay. I can find my way home. But thank you." With that, she exited the vehicle and headed into the building; not wanting to really deal with anyone at the moment, she just wanted to get this over and done with. The genial yet frustrated young woman approached the nurses station where a nurse looked up and smiled.

"Do you need help with something miss?" Gwen nodded. "Yes, my name is Gwen Stacy and I'm-"

"Oh! You're Captain Stacy's daughter aren't you?" The nurse cut in with a worried expression.

"Y-yes, but how did you know that?" The blonde blinked in surprise.

"Your father called us earlier sweetie! He told us all about what happened and so we made you an emergency appointment per his request."

The nurse whose name tag read "Roberta Roberts" began typing up something on the computer. '

Figures Dad would make a big fuss… I'm not even hurt!' She thought in agitation as Roberta picked up a chart and motioned for her to follow.

'At least it shows he does care I suppose…' They went to an exam room where the nurse began to go about the usual routine.

Gwen however, noticed that despite this being an emergency appointment, the nurse seemed very nervous and seemed to be trying to hurry up so she could leave or something.

"Is something wrong nurse Roberts?" The nurse's head snapped up from the chart she'd been filling out, but she quickly averted her eyes.

"O-oh, no Ms. Stacy… I-it's just I have a lot of w-work today!" It was an obvious lie, but Gwen merely frowned and stayed quiet; wondering what was going on.

Then with a hasty "The Doctor will be here shortly." the nurse vanished out the door. Gwen sighed and shook her head; no matter how she tried to see the good in people, they could just be plain strange sometimes. An odd noise reached her ears and she glanced around; wondering where it was coming from.

It was faint and seemed to be coming from outside of the room... Then the door opened with a soft click, but as the door swung forward; she saw that there wasn't anyone there.

"H-hello?" She asked hesitantly, but then her eyes went wide as a blur of white and grey came hurtling toward the now open door!

As soon as it reached the entrance way though, it seemed to trip and tumble into the room and flopping limply on the floor like a rag doll; the force of it all causing the door to slowly close behind… whatever it was…!

"Meh… Stupid floor… Why can't you be smooth?!" The wiry figure now lying face up on the floor, exclaimed in an aggravated yet deadpanned sort of voice. Gwen stared down at the person and blinked. It was a woman in grey scrubs and a white doctor's lab coat.

It seemed she was clutching onto the back of one of those chairs with wheels on it and was currently in the process of getting up, patting herself off and sitting back onto it as she flipped it upright.

'That must be what she rode in on…' Gwen couldn't help but smile at the comical situation. She'd never seen someone make an entrance like that before!

The woman in question looked to be around her age, if not a little younger due to being at least an inch or two shorter than Gwen. And her hair was of a rich shade of umber; it fell in wavy curls to her shoulders so that it was just long enough to be tied back, though it wasn't currently; it had a rather spiky and untamed style to it. The young woman was busying herself by reading over the chart that the nurse had left in a nook on the door.

The scrubs she wore looked baggy but comfortable and contrasted well with her pale complexion. Gwen continued to observed the doctor; wondering why she looked so interesting to her… There was something about this person that the blonde simply couldn't put her finger on. The physician looked up from the chart.

"Okay, so Miss…" She went to glance back down at the chart; either not having bothered to look at the name or to remember it.

"Stacy. Gwen Stacy." The blonde informed her with a smile and found it returned by a small one from the other. For some reason that brightened her mood a little; in her opinion the doctor didn't seem like someone who smiled very often, at least probably not with a patient.

"Gwen, huh? It suits you." The doctor said in the same stoic tone; but that small smile stayed in place; as if just the slightest bit amused by something, though what Gwen hadn't the faintest idea. She glanced back down at the chart and began speaking before the patient had a chance to ask what she meant.

"It seems your father thinks you need a check-up. Do you?" Gwen was caught off guard; she hadn't been expected to have her opinion asked.

"I… Well, no. I don't think there's anything wrong. I mean, yeah I did fall and almost die, but Spider-Man saved me! I don't get why I have to be here." The blonde crossed her arms as she gave an indignant little huff.

"You have to be here? Someone is forcing you? How so Ms. Stacy?" The doctor asked; seeming mildly interested.

Gwen couldn't suppress the warmth that spread across her face at the way the doctor phrased her words; it was such an odd way of speaking, to her…

"Oh… Well… You see…" She wasn't sure how to answer, and ended up unconsciously pouting in frustration as she tried to think of an answer that wouldn't cause her to end up ranting about everything and sounding pathetic and whiny. So, she opted for a simple

"I-It's just easier if I get this over with…"

"Heh, still… Seems you aren't too happy about being here."

"Of course not! What if someone who was really sick or dying needed this emergency appointment and couldn't get it because I'm here, huh? What about the people there who actually got hurt?! What about them?!"

Gwen couldn't help herself, she was starting to feel the emotions she'd been trying so hard to bottle up, welling to the surface. But the doctor didn't seem to mind and instead listened stoically.

"What about them?" At this Gwen blinked.

"H-huh?"

"What about them?" The doctor repeated, just as coolly; though putting more emphasis on the last two words as she pushed up the brim of her round, silvery framed glasses.

"They should be taken care of by now." The woman held up a finger when she saw Gwen open her mouth to argue or question.

"I know this because people were sent out long before you arrived, Ms. Stacy. What's done is done and everything following shall do so accordingly, so it's pointless to be upset about things you cannot change. Instead you should work on the things you can do something about."

Gwen frowned thoughtfully and uncrossed her arms as her anger died down. What she'd been told was a pretty valid point. The only thing she could do anything about was the "right now" and not the "then".

Curious grey eyes stared at the other woman.

"What's your name?" The doctor gazed right back with mild interest, from behind her spectacles.

"Dr. Tenshi. I'd say I'm surprised the nurse didn't tell you, but that would require me to give a damn." Dr. Tenshi stated as she stood up from her chair; placing the chart on the counter and casually approaching Gwen.

"Why is that? I don't understand why she behaved so strangely about this whole thing."

"Hmm… Good question." Dr. Tenshi mused, pausing as she looked at Gwen; examining her expression.

"You see, I'm not what people consider… "Normal", so almost everyone here avoids me like the plague, unless they absolutely need something from me." Gwen's eyes widened in a mixture of horror and empathy.

"That's horrible! You seem fine to me! I don't understand why they'd act that way!"

It was the physician's turn to look surprised, but it was a pleasant kind that made her smile softly.

'A very nice girl indeed…' The umber haired woman mused before turning her attention back to the conversation.

"I appreciate your words, but you needn't be so distraught by it. They are entitled to their opinions, and besides, I like not being distracted from my work by their idiocy."

"But how can you just be so aloof about the whole thing? Doesn't their view of you bother you any?" The blonde asked; still outraged at how anyone could be so cruel, much less a whole hospital of people! Dr. Tenshi gave a soft and amused chuckle.

"It's quite all right, Ms. Stacy. As I said earlier, that would require me to care, and frankly I have more important priorities than worrying about what a bunch of worthless meat sacks think of me. Wouldn't you agree?" The lovely patient stared in utter bemusement before she slowly nodded; looking thoughtful again.

"I guess so…" Again she heard the doctor chortle in amusement.

"It'll be all right Ms. Stacy. Now! Let's get on with this exam, shall we? I'm sure you have places you'd rather be than cooped up in here carrying on with someone like me." Dr. Tenshi stated politely with a small smile to match; snapping on a pair of purple rubber gloves that she'd taken from the box on the counter.

When Gwen went to open her mouth to argue to the contrary , the doctor swiftly slipped a tongue depressor passed those red glossy lips.

"Say "ahhh"!" And as Gwen shot her a glare, the physician merely smiled politely back; as if she were innocently oblivious as to the sneaky maneuver she'd accomplished.

"Ahhh!" The blonde said obligingly; seeing as there wasn't much else to be done without seeming rude and upsetting her father, who would probably hear about it and bitch her out yet again.

The doctor went about examining Gwen's mouth, eyes, ears, and all that and a few other things; all the while taking short intervals to jot information down, and she'd even given Gwen some aspirin to get rid of her headache when Gwen informed her she had one. The blonde couldn't understand why, but her overall mood had improved from what it had been earlier, and she was feeling rather mellow; especially with her headache fading.

After all this, she replaced the gloves with another pair and looked to her patient.

"Well, so far so good. Now, please lift your shirt." The dark haired doctor began removing the stethoscope from around her neck and putting the ear pieces into her ears. The blonde suddenly felt rather bashful and felt her face warm as a blush spread across it.

"D-do I have to?" Dr. Tenshi raised a curious brow.

"If you want me to be able to hear what's going on inside your torso, yes."

Oddly enough, unlike someone like Rose who was very good at being empathic and all that good stuff, Dr. Tenshi was… well, not so much... No, her expertise lay in skills that involved things like Science and the more mechanical aspects of medicine. The "social" junk just wasn't her forte. It wasn't that she couldn't be if she wanted to, it's simply that she didn't care to have anything to do with it if she could help it…

But, back to her current issue. The patient didn't seem to want to cooperate though and she couldn't understand why. Didn't Ms. Stacy want to get this exam over with? Hmm, she'd have to test out one of the tips Rose had given her over the years regarding dealing with other people, and try to "understand" why the patient was being uncooperative over such a silly thing.

"Does having to lift your shirt upset you somehow?" The umber haired female inquired inquisitively. Gwen blushed some more, causing the doctor who stared intently at her, to tilt her head to the side slightly; which only made the girl turn a darker shade at such an intense gaze.

"I-it's not that it upsets me… it's just… just…" She trailed off; averting her eyes.

In all honesty she really didn't know why it bothered her. With any doctors appointments before, this sort of thing was routine and she did it almost mechanically; without any worry or thinking. But now for some reason, the lass felt peculiar about lifting up her shirt in front of Dr. Tenshi.

"Just… what?" The bespectacled woman frowned even more in thought; trying to figure out what was making her patient act so funny. Then, something seemed to click in the odd doctor's head.

"Oh! Are you embarrassed perchance?" Dr. Tenshi noticed how red the other's face was becoming, and when she received confirmation with a nod and darker blushing, she gave a small

"Hmm…" before picking up the end of her stethoscope and handing it to Gwen.

"I only need to listen. You can stick this underneath of your blouse where I tell you to. Better?" The blonde's eyes widened in surprise and then she smiled in relief and nodded vigorously.

Normally, Dr. Tenshi would've been her usual brutally blunt self and probably said something that not only ended up upsetting the patient but made him or her compliant, and she'd have gotten on with the exam; but this patient was very nice and she wasn't quite sure why yet, but Dr. Tenshi found she was in a pretty decent mood; like something had calmed her usual cynical self. So with that, she would try to be nice and let it slide; for all she knew Ms. Stacy probably had her reasons.

Gwen gratefully took a hold of the stethoscope and when Dr. Tenshi pointed to where she wanted it placed, she was greatly surprised when the doctor averted her eyes as she slid it under her blouse. It caused feelings of happiness to bubble up and she smiled brightly.

She felt so grateful to finally have such a considerate doctor, or really a considerate anyone! They continued this until Dr. Tenshi was satisfied and waited for her piece of equipment to be handed back. Gwen handed it back.

"Thanks… I'm sorry I was so silly about it… I don't know what came over me." She laughed nervously as she rubbed the back of her head.

Dr. Tenshi just gave her a small, kind smile.

"No need to fret. It is all over now. If you don't mind though I would like to take some blood samples." Although the odd doctor didn't think she was very good at being empathetic, she was decent at gauging others.

To her, Gwen Stacy seemed to be a very nice, caring young woman; albeit very shy and submissive to an extent that, she was incredibly sure that the girl didn't have much control over her own life. It was an evident fact due to the appointment having been made by the patient's father, and also her lack of enthusiasm for being here; among other factors she didn't feel like getting into at the moment.

"Blood samples?" The blonde raised a curious brow; her blush subsiding as she wondered why blood had to be given.

"Yes, I'd rather like to be thorough so your father won't bother me later. I hope you don't mind?" Dr. Tenshi was really beginning to wonder why she was being so freaking nice!

Sure, Ms. Stacy was a rather amusing patient and she was oddly kind and didn't seem to become all frightened and intimidated like most people did when ever she got within their line of sight, but this was just strange!

With a mental shake, she decided it was just the good mood the patient had put her in. Although how she could be made so calm and cheerful by anyone else besides Rose, was beyond her comprehension. Perhaps she would ask her friend about it later?

Gwen blushed again; but it wasn't as bad as before, just a pink tinge. Dr. Tenshi found it oddly entertaining and set about collecting blood samples. When they were done with that and a few other minor tests, Dr. Tenshi sat back down in her wheelie chair to write on the chart some more.

There was so much silence between them throughout this whole appointment and yet, both were surprised to find that it wasn't an awkward kind. The blonde felt like she should say something though… She had a feeling this physician was being kinder to her than was normal.

"Dr. Tenshi I-" The doctor in question glanced up at her and she froze; almost forgetting what she wanted to say.

Though her expression was back to being impassive, it was easy to tell that Gwen had her undivided attention. The taller of the two wasn't used to that sort of thing at all. Her face flushed again when she saw the doctor's eyebrow raise expectantly.

"I wanted… To say thank you for… being so patient and nice to me. I know you didn't have to be. But, just know… It was greatly appreciated." Those dark, umber eyes widened.

'Huh… She really means it…' Dr. Tenshi thought stunned. She cleared her throat and looked back down at the chart; hiding behind her bangs.

"You are most welcome Ms. Stacy. Now, if you like, the tests are over, you may take this to the nurse's station." She said sincerely before her tone reverted back; tearing off a sheet of paper she'd filled out and handing it to Gwen swiftly.

"And she'll assist you from there."

Dr. Tenshi opened the door and tried to roll out, but the chair caught on the lip again and she continued to vainly bump into it. Gwen couldn't stifle her giggling as she stood up from the exam table (or bed, whatever) to stand beside the doctor; who was busy trying to conquer the crafty door lip (trimming, frame, call it what you want XD).

"Try this." Gwen offered sweetly as her mirth subsided. Since the physician was sitting with her chest to the back of the chair; the blonde placed a hand lightly on Dr. Tenshi's shoulder and one on the back of the chair and helped her lean back ever so slightly then pushed her forward.

Dr. Tenshi tensed at the sudden contact since she wasn't comfortable being touched, but her curiosity overrode her usual reaction to whip out a scalpel and start dissecting whoever was touching her without permission. And when she realized what the lass was trying to do, she shifted her weight and helped the process go more smoothly.

And just like that, Dr. Tenshi conquered the devious door trim! She blinked in surprise.

'Why hadn't I thought of that?! It's so simple!' Gwen started giggling again at the slightly dumbfounded expression on Dr. Tenshi's face. But both of them looked up when they heard someone clapping.

"Boffo little Boffin! Boffo! You've finally beaten it have you?" Congratulated a taller, black haired woman who wasn't many years older than Dr. Tenshi. She wore a playfully amused expression despite her obvious tiredness; judging by the faint shadows that had formed under her eyes.

Said "Boffin's" eye twitched dangerously as she suddenly had a scalpel out and ready; but where it came from, Gwen had no idea.

"Mock me not, you overgrown weed! Lest I do some pruning!" Giving the silver blade a skillful little flourish for emphasis. Gwen's eyes went wide as she looked from one to the other in confusion.

'Are they rival doctors? Hm, maybe mortal enemies?' The blonde wondered as she heard the black haired doctor laughing again; it sounded playful and innocent but there was a hint of something the blonde couldn't place that made her wary, as she unconsciously took a step back behind Dr. Tenshi. Gwen reached up to rub her arms as it began to get cold and she started to shiver. Had it always been this cold out here? She didn't remember it being like this earlier…

"Oh don't be so cold!" The mysterious woman chortled again; though Gwen didn't understand what was so funny.

"You're going to give that poor girl the wrong impression if you keep up this silliness." And with that said, Dr. Tenshi scowled and begrudgingly, in an instant the scalpel was gone from sight as quick as it had come. The blonde blinked; wondering where she kept it to begin with!

"Very well… But you didn't have to be so mean in your teasing, Dr. Aconitum!" The shorter physician said as she hugged the back of the chair that pressed against her chest.

"Heh, my apologies Dr. Tenshi. But you shouldn't give me such opportunities!" Dr Aconitum quipped. The blonde suddenly realized that the room wasn't cold anymore; at least, not as much as it had been!

"Now, young lady, shouldn't you be handing in that form?" Rose pointed out politely.

Gwen gave a small nod and then looked to Dr. Tenshi with a slightly concerned and bemused expression.

"It's okay Ms. Stacy. We're friends. Our games are just a little stranger than most." The umber haired doctor assured with a small, playful smile of her own as she looked back to her fellow doctor.

The blonde nodded; managing a small smile.

"All right… Bye then." Dr. Tenshi gave her a simple nod rather than saying anymore.

"Have a nice day." Dr. Aconitum bid courteously as the girl hurried to the nurses station.

Gwen wasn't quite sure what just happened or why; in fact, there were a great many issues plaguing her today, but she figured going home and getting some sleep would make her feel better and help her sort them out. Besides, tomorrow was another day! However, for one Dr. Tenshi, things were just starting to get interesting…


To be continued! DUN DUN DUUUUN!

Okay! Soooooooo, there is chapter 1! If you've read it before, yay! LoL if not still yay!

I am going to re-re-reeeeeeee-read through this particular story to try and weed out/fix some typoes I noticed the other day and hopefully post the rest of the chapters up when they are done. XD

As ya'll can see, although Gwen really is brilliant and beautiful, she doesn't see it herself and thinks quite the opposite really. She lacks self-confidence, but DOES try to find a way to gain it and feel better about herself. She's really lonely at heart, but she doesn't want to be with any of those pervy guys out there who are only after one thing; at least from her experience. She's pretty complex and yet simple enough to grasp I hope. I love complicated characters. Having ones that are so two dimensional is pretty boring depending on the situation. So, yeah, basically this is how a rather fragile Gwen finds her strength and all that good stuff! XD

I like having characters that develop, so everyone's gonna have some developing to do. ^_^ YAY!

Hopefully Gwen will be able to find someone (NOT PETER PARKER) who will understand her and whom she can understand/have things in common with and help bring her out of her shell. Plus with becoming the Black Cat, that'll help boost her ego/confidence and speed up that process. I think her being around good influences like Rose and Dr. Tenshi is what she needs.

Also to clear up something, the word "Boffin" means "scientific expert: a scientific expert, especially one involved in research, who is regarded as being unconventional or absent-minded." I bing'd it and then looked it up in my dictionary for good measure. This is the definition I choose to use and stick with so there yah have it. I think it describes Dr. Tenshi comically well considering that she certainly IS unconventional. Oh and the meaning for the name "Gwen" is "Fair" I looked up the meaning/origin of the name and so I picked the one I liked that I thought best suited her since by "Fair" I mean "pretty" and "reasonable/open minded" yah know, that sorta thing! XD And "Boffo" is the same as "Bravo" except it's more fun to say.

Yes, Dr. Tenshi is rather… well… Lmfao strange, but I like her and I think she has some character development of her own to do so that should be fun! She's like a cute little robot with homicidal tendencies learning to make friends! XD

Well! Until next chapter! Tootles! Reviews are always appreciated and help give me a reason to post this up on here. Otherwise it'll just be data on a disc Lmfao.

Staaaaaaaaaaay awesome!