A/N: Continuity keeps with Amazing Spider-Man up to end of the Spiral storyline (ASM 20.1, 2015). I ignore everything about "The Secret War," and any other associated multiverse-changing events thereafter. Basically: Felicia thinks Peter is responsible for beating her and putting her in jail when it was actually Doctor Octopus possessing Peter's body. Now, she wants revenge and is willing to create an entire criminal empire to achieve her goal.

If you don't understand a specific comic reference, all the ones I believe bear explaining are annotated at the bottom.

I do my best, but I'm made of mistakes.
Yes, there are still things I'm still quite sure of;
I love you this hour, this hour today,
and heaven will smell like the airport,
but I may never get there to prove it.
So let's not waste our time thinking how that ain't fair;
I'm an animal, you're an animal, too.
You're an animal too.

- Neko Case, "I'm An Animal"

Upside-down and immobile are never the greatest look for Spider-man.

He knows this not because of his dozen wounds, the blood pooling beneath him, nor the rapidly dwindling amount of oxygen in his lungs. If he has to be honest—and he usually is, time and circumstance permitting—he doesn't even know because of experience. Fifteen years behind a camera lens would teach anyone the merits of staying a moving target.

Most days, Peter Parker gets by same as everyone else.

(By thread alone, one of Kaine's favorite jokes goes. That's how Spiders make it.)

And it isn't that he hasn't had worse.

Over the long course of his Friendly Neighborhood career, he's been: clobbered, shot at, shot through, irradiated, thrown crashing through walls, buildings, across state lines, been impaled, burned, flash-frozen, strangled, buried alive, died—twice!—and come back, good as new and raring to not ever give up the good fight.

Most of that in the last year and a half, actually.

Somehow, he manages to pull through when it counts. Falters here and there sometimes, sure; age thirty and still wondering if he'll ever get in his life in order, now the

Two months back, Peter's leading a ragtag bunch of misfits through time and space. Their mission? Look self-proclaimed gods right in the eye and make the monsters blink1. A month prior, he's little more than scraps of memory, a nagging voice locked away in the pitch-black sea that Otto Octavius' mind2. Further than that, he's living in a world where all of Brooklyn shares his curse. He's watching the last surviving copy of his DNA become a hero. He's running from a woman possessed by revenge, her only goal his utter destruction3, and then—

Before, before, before.

Felicia and Peter had a "before" once.

However, like most things dealt with after the fact: Otto proved himself "Superior" only at sabotaging Peter Parker's life.

He hasn't exactly been falling up since then.

(Not that Peter isn't grateful—hard to spit on the grave of a man that earned you a Doctorate and made you CEO of a company—but screwing up isn't exactly new to him.)

So, now he thinks of here and after.

Here, Felicia is stroking his cheek while Peter hangs from the ceiling by his wrists. A thick cord of some gunmetal black alloy he's never seen before tethers him in place, holding fast and constricting tighter by the minute. He can barely breathe. Move. The snare corkscrews his body from neck to ankle, threading him haphazard but thorough. Any abrupt shift of his body threatens to crush his trachea wholesale; the more he pushes, the harder it pulls back.

Someone did their homework.

"You can thank our mutual acquaintance Ringer for this one. Or at least whoever's wearing the suit nowadays. They were just dying to get back in my good graces," Felicia explains, leaning close, the scent of vanilla and lavender her only reprieve. "And after your little protégé put them through their namesake, who I am to refuse anyone a shot at redemption?"

The pad of her thumb, latex-smooth beneath her costume, ghosts the side of Peter's jawline. It hooks the seal of his mask and the neck of his shirt, tugs down slow and certain.

His first thought is that this is par the course for the day he's having. With more and more gangs coming out of the woodwork in the absence of the Kingpin4, not to mention Parker industries needing to be rebuilt from the ground up5, it was only a matter of time for something else to go wrong. The rules of threes applied to comedy just as much as its opposite face.

His second thought—courtesy of a sharp flare of Spidey-sense—is to brace for her right hook.

(Little good it does.)

The blow catches him beneath the eye, a sharp crack of knuckles to bone that echoes through the empty apartment. He swings like part of an over-sized Newton's cradle; Felicia may not go round for round with other heavy-hitters, but by no means is she weak. He'll bruise in the morning, maybe even black out if this was the first of many more to come. It probably is.

She shakes out her wrist. "…Probably hurt me more than I did you," a short laugh, and then: "But that's always been the case, hasn't it? You and me—it's like herding cats…Insane."

Peter keeps quiet. For what it's worth, he stills loves Felicia. Always has. She's seen him at his worst, helped him through black times even Mary Jane and Logan couldn't understand. That was her talent before all others; Felicia could see to the heart of people and bring out their best.

But to her, here and now, Peter Parker is just another shitty ex-boyfriend guilty of beating an old flame6.

(So hard it knocked out a tooth, he tries not to think.)

She hits him again, a jab to the solar plexus that drives the air from his lungs. He tastes metal and bile, blinks away the spots that try to crowd his vision. This swinging does him no favors.

"Know what I hate about this most, Spider?" Felicia pulls the length of alloy connecting him to the roof until Peter comes to a complete stop. "It isn't the Doc Ock bits. Idiotic as they sound—and, believe me, no one realizing that creep was in your body ranks up there—it's all par the course. These past few years, it's almost been like anyone who so much as sneezes in New York gets dragged into your fucking soap opera of a life."

Anger threads the tone of her voice; their every conversation has been a maelstrom lately, violence an undercurrent of every word, every glance and touch. She isn't one prone to random fits of temper, or wasn't someone like that; but now the rules have changed. She's changed.

That Felicia's gone, her voice rings in the back of his mind. I'm done being what other people want.

She grabs the back of his head, holds him at eye level. "I'm through with stressing over what I can't control. It isn't worth the hassle," clawed fingers dig into his scalp through his mask. "You aren't worth the hassle, Spider. I see that now. What's bothered me all these months is that I've been living someone else's life. I'm not the protagonist of my own story."

"I've become so wrapped up, so attuned to this superhero cat-and-mouse that I let it color who I am. Playing the hero or pretending the villain: it's all the same mask." She tucks pale strands of white behind an ear, regarding him close, head tilted just so. "And I'm done with it. I'm worth more than just playing a bit part in someone else's life."

He can't stay quiet after that. His conscience won't let him. "Felicia, that isn't—"

A backhand to the face. She draws blood and sends his world spinning round and round. "You stole that name from me, Spider. I'm taking it back," she steps away from him then, reaches up to tap the part of her mask closet to her ear. Goes quiet for a moment.

Peter's learned to expect the worst from silence. Using every ounce of his strength, he tries to slip a wrist free of its confines, just one wrist is all he needs, rotating it this way and that, pulling and pushing against the metal wrapped around it to see if it'll give.

It doesn't, but his struggle keeps Felicia's gaze in one place. Good.

"—Yeah, I've got the package," she explains to the air, "I need a pick-up in five—bring a crew that knows how to deal with Spider-man, no less than ten. Experienced, got that?"

"Really Cat, that many guys for little ol' me?" he lays it on thick, voice pitching higher, eyes of his mask forced wide. "Either they're running a special at Goons R' Us, or this the start of a reaaaaaal bad scene from Pulp Fiction."

Her eyes narrow to slits, "Make the following absolutely clear: if the Spider gets away, it's on everyone's head." there's a beat, as if she's considering saying more. But then: "No mistakes, do you hear me?"

For once, Peter finds himself glad Felicia is so determined to kill him.

It keeps her attention in all the wrong places.

"—Then I guess some heads are gonna roll tonight, you Kingpin wannabe!"

Cindy Moon7 is the fastest Spider Peter has ever seen. In the chaos that follows, she moves as a Peregrine on the wind, nimble and resolute. Supremely confident, she takes Cat on even footing, trading her blow-for-blow, never still for more than the blink of an eye. And though Felicia has years more experience, Cindy is raw talent galvanized by the unremitting need to improve; she is reckless and therefore unpredictable, a moving puzzle-box whose answer remains in constant flux.

Of course Felicia retreats.

"This isn't over, Spider!" she calls back over her shoulder, and Peter honestly expects another threat, a hasty promise of continued violence; but Felicia wastes nothing else.

(He can't decide which is worse.)

"Heck of an ex-girlfriend you got there, Pete." Cindy stretches on approach, one arm reaching to the ceiling as the other pulled it by the shoulder. "Reeeeeeal sweet catch—she coming to the next Fourth of July bash at Avenger's HQ?"

"Sure, sure. Make jokes while I'm…" his vision blurs, head sagging for a moment until he snaps back out of it. "—alright, that sucked wind. Liiiittle help here, please and thanks?"

She rolls her eyes, arms crossed at her chest. "Everyone's a critic, sheesh. Have you figured a way out yet, or...?"

The snare takes after Felicia's whip in make and purpose, its length comprised of hundreds of interlocking metal chevrons. When Peter moves, the thing tightens. When Felicia moved him, it stayed taut. "Well, about that—" he hedges. "I've…maybe got an idea?"

Unimpressed, thy name is Cindy Moon.

"How you managed to survive this long, the world may never know. Well, I mean—I know because Ezekial was a freak, but." she sighs, looks him up and down before taking a step back. "Never this freaky."

"Stop that train of thought right at the station, Cin."

She uses her hands to pantomime holding a camera to her face. "Juuuuust saying, Webhead. There are plenty of eight-hundred numbers for this kind of stuff."

"Less quippy, more savey."

"What's the rush?" she prods his side, watches him sway. "Got another hot date with a girl rocking a leather suit?"

"A guy, actually." he shoots back, "Several."

"—Oh." She hesitates. Shrugs one shoulder. "Never thought you'd be that kinda swinger. I'm a little impressed."

"Cat sent for a goon squad right before you showed up, Cin."

She nods, gives him another shove. "That's better. Way less A-plus gossip-material, but better." A beat of quiet, "Alright, gimme a sec. I think I got this."

Of the little he knows about Cindy, one thing proved clear time and again: she was resourceful. He feels one of her boots press into the small of his back, almost questions it until the whole of him bobs to the floor then up again. Though Peter can't see her, the way everything begins to rattle and sway is enough; she's scaling the cord tethering him to the ceiling—but why?

"Okay Pete, I'm ready!" she calls out once the world goes back to being still. "This, well...alright, honestly? This might hurt a little." he cranes his neck to find her crouched on the roof perpendicular to him. "But only a little, I promise! Brace yourself!"

Oh, that was her plan. Fonz it.

Great—the ceiling goes in an outburst of dust, violence, and concrete, Peter wrenched in place one moment, every muscle screaming for release until suddenly they're not, he's not, and the ground is very much in a hurry to rekindle the intimate relationship it had with his face. Ow.

"Ow," he repeats out loud after coming to a stop, "Cin, that—okay, yeah. Surprisingly did not involve being crushed by a ton of falling psycho-metal. What gives?"

Cindy whistles. Pushing himself to a seat, Peter looks to the ceiling to find her holding what Black Cat used to ambush him by its "tail". The entire thing looked a near-exact replica of her new whip, spear-tipped end and all. (That it goes inert after losing contact with something, he files away for later.)

"No thanks necessary, Chief." Cindy tosses the thing before dropping to the floor. "All in a day's work for the Smashing Silk Super-girl."

He pops an eyebrow, too tired to stand.

"What?" she crosses her arms, leaning back on the heel of one foot. "Don't gimme that look, it's catchy."

"Catchy in what bizarro universe?"

"Don't push it, man. I could've literally left you hanging there." She takes the hand Peter extends and helps him to his feet. "What's your beef with tall, lithe, and gorgeous anyway? If I hadn't come around, you would've been Meowmix."

He dusts himself off, feels ten different kinds of worse at having to move. "One: no one says "beef" anymore. Even I'm hip enough to know that. And for two, well. She—it's complicated. Doc Ock did a number on Cat when I was, ah…indisposed, and now she hates my guts. Half the crud I've had to put up with this last month ties right back to her somehow."

"Sounds nasty." Understatement of the year, but Peter lets it go. "You tell her it wasn't you?"

"Yeah, of course." he starts for a window, Cindy falling into step beside. "She was there for Venom and the, uh—Flash likes to call it the Clone Wars? She was there for that and the Skrull invasion, too. I thought she'd just give me the cold shoulder for a few months and then we'd have a big dumb laugh about it."

Ha. If only.

Cindy leans against the window frame. "But...She didn't, and now you're being stalked by the literal Ghost of Girlfriends Past." She shakes her head. "What is even your life, dude."

"Basically," he admits. Even to his own ears, he sounds tired.

In fifteen years of donning the mask, Peter's found that the line demarcating "Good" and "Evil" generally isn't worth much. Sure, psychopaths like Norman Osborn made it loud and clear they were out to rule the world, that nothing and no one could dissuade them from it; but they were outliers. The proverbial "Sith" in the constant battle between the Light and Dark. And it's easy to condemn them, easy to make them out to be monsters, just forget that even so-called Heroes can take lives and spread just as much misery and pain if left unaccountable.

With Great Power…always came the decision of how to use it. For good, or ill.

(A lesson he would never forget.)

Black Cat is just another victim as far as Peter's concerned.

Cindy waves a hand in front of his face, gives him a slight look of concern Peter tries to dissuade with a shake of his head. "So…what's your next move?" she asks.

Peter looks out over the city. It's been three months since Felicia set up shop, a little less than one since the Big Apple apparently turned into a statewide rehearsal for Gangs of New York. With Tombstone and Hammerhead still behind bars, their territories remain prime real estate for any two-bit crook wanting to start making a name for themselves. Felicia was obviously making her own plays, recruiting more and worse down-and-out ex-cons and villains as time went on; but she was a symptom, not the cause.

He considers his options.

"I can't force her to let it go. Whatever she thinks Doc—I did to her, it runs deep. I'm not a huge fan of the idea, but if she keeps coming at me likethis," he jerks a thumb at the room behind them both. "I'll have to fight back. She'll probably kill me, otherwise."

"Or worse," Cindy offers, and though it's a joke, Peter still has to fight the twist in his gut. He's been at or worse before. "Reaction isn't exactly a plan, though. Great for Buddhists, but kind of asking for trouble in our line of work."

He cants his head. "You have a suggestion then, I take it?"

"Bring the fight to her, I guess?" she shrugs. "Not the best thing, I'll admit. But I've always been a fan of your team-ups with Wolverine—with him, you just know an episode of Spidey and his Amazing Friends will wrap up in a neat bow of hyper-violence."

"Cindy, when did you even—"

She holds up a hand. "Fifteen years in a bunker, dude8. A girl had needs."

"I'm not even going to begin explaining how messed up that is." Peter fires a web-line to the nearest building. "Seriously, Ezekiel was the friggin' worst."

"My point still stands, Sir Oh Holier Than Thou." she grabs his web-line, tugging it to the side. "You need a play better than just waiting around for this to bite you on the ass."

"But that's, like, my modus operandi. You're asking me to go against fifteen-year-old internal programming."

Aunt May would be proud of Cindy's glare. "Peter."

He heaves a sigh. "Fine, fine. You win—I'll go home and start thinking of a plan, happy?"

"Iiiiimmeasurably," the kiss she gives his cheek is an electric roller coaster down the length of his spine. Even through the fabric. "—Swing you to your place?"

"Do I look that bad?"

She makes a face. "Let's just say Jackson Pollock would try to hang you in an art gallery."

"Ouch, alright then. Think I might—" the sound of an explosion in the distance preempts whatever else might come out. Cindy is already moving, leaps from the window and halfway down the street by the time Peter fires a web-line and chases after.

The world didn't stop just for Peter Parker's issues. Wouldn't ever, it seemed. But Peter could do his best to keep ahead of every left hook it threw his way.

Had to, he realized.

Spider-sense could never predict people.

Author Notes
1) See the Spider-Verse Event
2) See Superior Spider-Man
3) See the Spider-Island Event
5) The villain named Ghost did this in ASM 16-17"
6) Superior Spider-man #20
7) The Heroine named Silk; see the Spiderverse event
8) Ezekiel kept her here to avoid attracting Morlun; See Spiderverse again