Acknowledgments to unicorn_lord, who wrote the original version of this fan fiction, "What the Heart Wants," in 2011, but then never completed it. I've decided to rewrite and finish it myself, since it was such a good piece of smut. I hope you all enjoy this version, "Heart to Heart."

Mary-Jane was very surprised at herself. She couldn't be seriously considering this. Peter would never have put this option out there to begin with; he was far too loyal and loving to ever be that bold. That was one of the reasons why Mary-Jane was seriously considering it.

A three-way relationship with Black Cat? It was Felicia's idea.

Less than an hour ago, Felicia had called Mary-Jane to the roof of Mary-Jane's apartment building. How she even got that number, Mary-Jane didn't know, but she assumed Felicia probably stole it, as she did everything else.

Mary-Jane pushed the door open to the roof, shivering as the cold air began to hit her. How Peter and Felicia run around with nothing but tights on is beyond me.

There, sitting on the ledge of the building, too close to the edge for Mary-Jane's comfort, was Felicia. Her white hair flowed down her back, the night wind occasionally moving it. She was fidgeting, playing with her hands, looking uncharacteristically nervous. She was dressed in her aptly named catsuit, the binding black latex showing enough of her frame to prove that she was indeed as sexy as she looked. How is she showing so much cleavage in this cold? Mary-Jane wondered again.

Mary-Jane's own body, no less impressive than Felicia's, was more comfortably dressed in a plain hoodie and sweatpants. Perhaps it made her look tired, but Mary-Jane didn't care. She was going to stay as warm as she could.

"Felicia?"

The Black Cat was startled by the very person she had called to meet. That was also unlike her, Mary-Jane noticed, and that worried her too.

"Mary-Jane?" Felicia squeaked. "You're here! I was sure you'd blow me off."

"I don't know why you would think that. When have I ever ignored you?" In truth, Mary-Jane and Felicia weren't exactly close. She knew what the Cat was like from Peter; she had respectfully maintained that distance. But despite the small tension, the two were at least on friendly terms, and had chatted from time to time. In fact, they had once taken in a movie together. That was the time Peter was supposed to go, but his responsibilities often had to come first. Mary-Jane was used to that.

"What's wrong? Where's Peter?" Mary-Jane said, worried. She knew Felicia was never this… shy, for lack of a better word, even when Peter was hospitalized from his injuries. It was concerning. "He's okay, right?"

"What?" Felicia said, drawing her attention away from her thoughts and to the redhead in front of her. "Oh, Pete? He's fine, so far as I know. This has nothing to do with him. Well… okay, it does, but he's fine."

Mary-Jane let out a sigh of relief first, but then raised an eyebrow at Felicia. Felicia turned around and stood, lowering herself off the ledge. She seemed unable to meet Mary-Jane's gaze. Indeed, Felicia just looked down at her feet (or at least she tried to; her large breasts obscured them completely). She took a deep breath, wrapped one arm around her other, and with all the fury of a kitten, finally spoke.

"Mary-Jane… we're friends, right?"

Uh-oh. I don't like where this is headed.

"…Yes?" That was true enough, Mary-Jane thought, even though she could count on one hand the number of times they had interacted with each other.

"Friends share things, right?" If Mary-Jane had a spider-sense like her husband, she was sure it would be going off right now.

"Uh, yes?"

Felicia moved closer to Mary-Jane. Mary-Jane felt an urge to back away, but for some reason she held her ground. Felicia was now within arm's reach of her.

"Mary-Jane… I've been thinking."

"I think that's the problem." Felicia's nervousness was weirding her out, and Mary-Jane tried lightening the mood with a joke.

It took Felicia a moment to catch on, and a smile made its way across her face like sunshine. She tried stifling a laugh, but she couldn't, and she giggled for a moment, before composing herself.

"That's not funny, I'm trying to be serious," Felicia said. "You're starting to sound like Peter."

"Well, I am his wife." Mary-Jane said matter-of-factly. "You'd expect that."

Felicia's smile slowly vanished, and she lowered her head again. She brought her index fingers together, and started fidgeting again.

"Yeah, about that… Um…. Fancy having a partner?"

"What?" Mary-Jane said, confused. She raised her hands, but Felicia was faster, grabbing Mary-Jane by the wrists. Felicia rubbed her wrist with her gloved thumb.

"Felicia, what are you—"

"Just give me a second and hear me out! Look, I know what you're worried about. You're his wife, I get it. I'm not trying to take Peter away from you. I can't." Felicia's tone was as though she were confessing her biggest secret.

"Besides, I like having you as my friend. I'd even say you're my best friend."

Mary-Jane was growing increasingly uncomfortable with her. She herself was still trying to understand whether they were friends to begin with.

"Felicia…"

"But I can't lie and tell you that I don't love him, because I still do," Felicia said softly.

Mary-Jane cringed slightly, but said nothing.

"Pete doesn't get enough appreciation for what he does, don't you think? He's always getting reamed by the Bugle, or whoever."

Mary-Jane frowned. "That's what I'm here for, Felicia. Peter's always trying hard—"

"See, that's exactly my point. Pete's always trying hard for other people." Felicia pulled Mary-Jane closer to her, until they were standing breast-to-breast.

"Mary-Jane… I like you. You know that, right?"

"Yes, Felicia, you told me that before."

"How do you feel about me?" she asked.

Mary-Jane hesitated, realizing the intimacy and the vulnerability of the situation she was in. Oh, why couldn't she just tell me what's going on?

"Felicia, right now you're making me feel very uncomfortable." Mary-Jane picked her words carefully. "And normally, well… I think you're alright. You're kind, and usually sincere. I don't know that we're really friends, but I'm not opposed to the idea. But you need to tell me what you want, right now, or else I'm leaving."

"Mary-Jane, the truth is…" Felicia looked as though the words refused to come out of her mouth. "The truth is… I… I love you."

Mary-Jane froze.

"What?"

"I love you," Felicia repeated, in a tone that reminded Mary-Jane all too well of the schoolyard confessions she had received as a young girl.

"Felicia, you can't be serious?!"

"I am," she said coolly, and her face was as serious as Mary-Jane ever saw it.

Mary-Jane squirmed free of Felicia's grip. Felicia reached out to her again, but Mary-Jane stepped back.

"What the hell are you talking about? What's the matter with you?"

"I love both of you," Felicia said, shrugging. "I know, it's strange, I'm honestly still dealing with my new feelings." She sighed. "I couldn't have him to myself, but instead of moving on, I fell for his wife too. Go figure."

Mary-Jane was still stunned. "You called me up to confess to me?"

Felicia blushed. "Uh, well not exactly. I haven't gotten to that part yet."

Mary-Jane didn't know what to think anymore. She had been expecting, halfway at least, for Felicia to say that it wasn't working, that Peter was too big of an obstacle for them to be friends, and that she was saying goodbye. But instead, here she was, the object of a confession from another woman. And not just any woman—her husband's ex-girlfriend of all people.

Felicia reached out again, and oddly enough, Mary-Jane let her. Felicia pulled her breast-to-breast again.

"Felicia, I don't know what to say. I mean—"

What Mary-Jane should have done was pushed her away, immediately. She should have shoved her back and ran back towards her apartment, locking the doors. She should have done anything else.

But instead, as Felicia softly kissed her, Mary-Jane could only stand in shock, and kiss back a little. A little slowly became a lot. She tasted like strawberries.

Mary-Jane finally realized why Peter had such a hard time saying "No" to Felicia in the past. The woman was not only gorgeous, with her white hair and full curves, but her kiss was so soft, so gentle, her tongue sliding around hers, that she simply melted right through whatever flimsy resistance Mary-Jane put up.

Finally, Felicia pulled back, smiling at the small trail of spit the two had swapped.

Mary-Jane could not help herself, the words coming out unintentionally. "Wow…"

That was how Mary-Jane learned that straight women could, in fact, kiss girls and like it.

"Mary-Jane," Felicia began, "I'm not trying to get at Peter anymore. The reason I called you here, is because I wanted to ask if you want to share. Not just him, but yourself too. I… I want to be the second wife. A lover to both of you."

Mary-Jane's head was spinning, her thoughts confused. "Um, I'm pretty sure that's illegal," she pointed out. Mary-Jane pushed Felicia away again, but much more slowly. She could not bring herself to say the obvious response. She wasn't even sure if she was ready to.

"It doesn't have to be such a formal arrangement. But… it's the only way I see myself being able to love him, and myself… with you along for the ride."

Mary-Jane fumbled her words, trying to find something to say.

"Felicia, I've… I mean, that's a really big bombshell you just dropped. I mean… I… I don't really know what I mean. Wow."

Felicia smiled again, a genuine one. "I should have given you a bigger taste of what Pete got, you would have agreed without hesitating," she joked.

"Yeah, Pete," Mary-Jane said absently. They both thought about him. What would Peter say, anyways? He was always being the good boy. He'd probably think he'd go to hell for even thinking of such a thing. Not that it was a problem; he had been there twice already and had still been back for dinner.

But he would he hate Mary-Jane for even considering it? Call her a slut or a whore? No, he's not like that. Even so, what about Felicia herself? Would this destroy his relationship with Black Cat? Would he accuse her of trying to worm her past into Mary-Jane's life?

Mary-Jane found herself worried. As much as she loved her hubby, he was too much of a wild card to be told about this.

"You… You really want this?" Mary-Jane asked. "I mean… You… You really want to try and do this? You know this could—"

"Destroy everything we have?" Felicia finished. She tried to muster her usual sexual luster. She needed to be confident now. Her secret was out. "Kitten, we're a little past that part, wouldn't you say?"

Still, Felicia was as nervous as she had been at the start of the conversation, and she could not help but blurt out what she wanted.

"So… what do you say?" For a few seconds that felt like hours, Felicia waited for Mary-Jane.

"I'll… I'll think about it?" Mary-Jane seemed just as surprised at her response as Felicia did. She was sure that if Felicia had cat ears, they would have twitched happily. Felicia's tone instantly perked up, as though some hidden pain inside her had finally ceased.

"Really, Mary-Jane? You'll really think about it?"

"Give me time. A week at least. I'll… call you?" Mary-Jane said.

"Promise?" Felicia asked, her usual luster in full flow again. "No running away now, Sweetie. If you take longer than that, I'll just use my little nose and sniff you out." She tapped her nose, and allowed herself a small laugh, more out of relief than humor.

"I promise," Mary-Jane said, her arms up in surrender. Felicia turned towards the skyline, her back towards Mary-Jane, allowing the redhead a full view of her ample derrière, hugged by the tight latex.

"Mary-Jane… don't tell Peter."

"Only if you don't," Mary-Jane replied.

"Thanks for listening to me," Felicia said sincerely. Nodding towards Mary-Jane, she jumped off the ledge, disappearing from her view.

Mary-Jane stayed on the rooftop for a long time, quietly thinking. She brought her hand to her lips, her brain racing around Felicia's kiss. She could tell from Felicia's upbeat demeanor towards the end that she fully expected her to say yes. Of course she did. She had to be. From her point-of-view, she'd just risked her standing relationships with her friends. She would not have done so unless she was sure it would work out.

Mary-Jane, on the other hand, was confused beyond belief. She loved Peter with all her heart. Any other woman would have instantly slugged Felicia and called her a bitch for even suggesting such a thing. Any other woman would have screamed, or tried to attack her. But Mary-Jane… Mary-Jane wasn't a normal woman. She was married to Spider-Man, had been almost killed more times than she could count, and was now best friends with her husband's ex-girlfriend. She could handle this, couldn't she?

That was the part that worried Mary-Jane the most. She was legitimately thinking about it. She couldn't believe it, but… she was not actually opposed to the idea of a three-way relationship with Felicia.

It wasn't as if Felicia were some hag or some terrible influence on Peter. Okay, maybe she was the latter. But if she thought about it rationally, she might even see it was a blessing. It would, for starters, solve the awkwardness that existed whenever Peter was around them both, trying his best to divide his attention equally between them.

If she had ordered her specifically, she could not have been offered a better blend of what she wanted. Not just any woman for Peter. His ex-girlfriend. Not just any woman for herself. A woman she was already attracted to.

But what of Felicia's love? And what of those bonds that had made her marriage with Peter work? What of having things in common, things to share, things that made them enjoy each other's company?

She didn't know about any of those things with Felicia because she'd never had the chance to find out. Theirs had been a… complicated relationship from the start. And had it gotten any better?

I'd even say you're my best friend.

Mary-Jane sighed. Poor Peter, she mused. He thought he had enough problems trying to satisfy me. Now he'll have to deal with two of us.

If she did agree, Mary-Jane could already imagine what she and Felicia would do to him. It made her face blush crimson.

"Geez, I'm getting just as bad as Felicia," she joked to herself.

After a while, Mary-Jane made her way back to her apartment. She opened the door, and smiled as she heard rustling from the kitchen.

"Hey Tiger," she said, in her most sultry voice.

Still dressed in his costume (uniform, Mary-Jane corrected herself), Peter was in the kitchen, his face as happy as a child in a candy store. His mouth was stuffed full with a sandwich, black forest ham by the looks of it. A bag of potato chips was ripped open. Good stuff.

"MJ!" he said, excited. "Um, are you going to the gym?"

She rolled her eyes. "No."

"Then why are you dressed to go outside?" When Peter had left earlier to go on patrol, she had told him she had been planning on staying in today. Which was true, but not only had it been cold, the only other options she had for clothing were a loose button shirt, or a little, pink silk number that dared the world to call it underwear.

"Did the heater break?" Peter asked.

"I had to talk to someone," Mary-Jane said. A primary rule of marriage: tell as much truth as you can. Especially to Peter.

"Oh yeah? Who?" he said, taking another big bite out of his sandwich.

"Felicia," she said. She laughed as she watched Peter struggle against his newest enemy: a delicious piece of ham sandwich that had suddenly lodged itself in his throat. He took a swig of water he had ready, just in case such a thing happened.

Peter didn't like the thought of Felicia and Mary-Jane getting all friendly, and his face showed it. He knew. Oh, he knew. Girls don't befriend the ex. They keep them close. Just in case.

Not that he had to worry about any of that. Sadly, he was completely faithful to Mary-Jane. Alright, perhaps sadly was not the right term. More like thankfully. Still, Felicia was Felicia. It was not hard to imagine her lying about her relationship with him being less than professional.

"Guilty of something, Peter?"

"MJ!" Peter said, surprised.

"Relax, I was kidding. She was just here to talk." That was also true. She did enjoy teasing Peter. She loved it when he became all flustered. Mary-Jane crossed her arms underneath her breasts. "Although you're not helping yourself. Anything you want to confess?"

Peter had long ago determined the correct response to such an allegation. "I love you?"

"Uh-huh."

"Um…" he said, desperately trying to find a way out of Mary-Jane's line of friendly questioning. "What did you two talk about?"

Now it was Mary-Jane's turn to freeze. She brought her hand to her lips again, thinking about Felicia's body pressed against hers. She brushed the thought aside. "A movie," she lied, though a small one.

"Oh, the one I missed?" Peter said. "Sorry about that, by the way," he quickly added, realizing he was digging himself into a bigger hole.

"Peter, that was weeks ago. Stop apologizing already."

"Sor—I mean… um, sorry?" Mary-Jane couldn't help but smile at him, and gave him a peck on the cheek for his efforts. He quickly swallowed down the last of his sandwich, and he pulled Mary-Jane for a deeper kiss.

After a moment, he withdrew, an innocent smile on his face. "Is that some new chapstick you're using? Tastes like strawberries."

Mary-Jane blushed, her eyes widening in worry. She brought herself under control, and mustered all the courage she could to reply.

"Do you like it? The taste?"

"Yeah. It's new," he said, smiling.

"Not really," Mary-Jane said, "I just don't use it often. I was thinking of trying some different things for you."

"Whatever you want to do is fine, Mary-Jane. As long as I got you, I'm fine."

Mary-Jane felt like she was going to cry. Peter was sometimes too perfect. She really did have a wonderful husband, who tried so hard to make everybody happy. She should be trying her hardest to make him happy.

It was still far too soon for a reply, but… she was going to have to talk to Felicia about this.

To be continued...