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Issue 1: Sudden Change

Unknown location. New York, New York 10:14 p.m.

Inside a hidden laboratory, an unconscious woman laid in a hospital bed as her eyes slowly rose up. Anna Maria Marconi slowly sat up from the bed she slept in, trying to recall the recent events that happened along with wondering how she came to be in this mysterious lab. She remembered Spider-Man and Cindy Moon, also known as Silk fought against the Black Cat and Electro in order to depower the electric powered villain. The goal was to us an Anti-Electro netting to destabilize his abilities and return him back to normal. Although the plan was working, Black Cat used her probability power to send 'bad luck' into having the plan itself backfire. Not only did the plan backfire, it also set out a explosion knocking out both Anna Maria and Felicia Hardy into unconscious. Anna Maria took off the needle injection from her as she stood up and headed toward a mirror.

Once she walked over to the mirror, her eyes began to widened in shock and sudden horror as she found herself in the body of Black Cat. She found out she wasn't in her body, her real body. Instead, she was in the body of Peter's former friend now turned to the dark path cat villain. But Anna Maria also remembered all of that was because of her 'Peter', Otto Octavius who had swapped his mind with Peter Parker. Otto ascribed himself as a Superior Spider-Man, but he was even more arrogant. He completely ruined Peter's life. Mary Jane chose to never be connected to Peter's and Spider-Man's life ever again. The avengers were wary of him, even after Peter had gained his body back when Otto gave him back his life.

Otto's superior Six which consisted of Electro, Sandman, Vulture, Mysterion, and Chameleon were brutally experimented on by their former friend themselves. That led to them having to exact their vengeance at Superior Spider-Man. Even when Anna Maria confronted Peter on being Spider-man and finding out Otto Octavius had been in his body for months, Anna Maria still remained conflicted on why Doc Ock would take peter's body. Anna Maria thought Otto would at least take in the body of a young billionaire, but she always asked the question on why he picked Peter. Was it because he was a formidable foe? An adversary worth fighting of both skill and intelligent? That remained an unanswered question for Anna Maria Marconi.

She was tall, at least 5'10 while for her in her own body Anna Maria was a short stature woman. Anna Maria looked around the room for her old body in the bed, still resting in a hospital bed close to the one Anna Maria slept in Felicia's body. She walked closer to Felicia Hardy in her body, finding her to be comatose but stable as well. Before Anna Maria could get a closer look into the injuries of her own body, a familiar robot made its way toward her as she flinched at the sight of it. This robot was known as the Living Brain, robotic lab assistant to Anna Maria and Otto Octavius, now the property of new owner Peter Parker.

"Dr. Marconi you are awake."

"Brain? What's going on?!" Anna Marconi said in a panicking tone. "Why am I in Black Cat's body?"

"This project was set in motion by Dr. Parker to ensure that your sub-conscious would be in the mind of a living person he deemed of no importance. He dubbed the Black Cat as the particular non important subject." the machine stated to Dr. Marconi

Anna Marconi sighed deeply, pinching the bridge of her nose as her nostrils flared in her new body. "Otto. Why am I not surprised." she scoffed

"During the incident that took place tonight, it was my primary objective to bring you and Felicia Hardy here in order to proceed with the mind-swap." Living Brain explained. "Upon examination, the Black Cat's ability of probability field manipulation is completely neutralized from the explosion which also depowered Electro."

"In other words, her body now is that of a normal person." Anna Maria concluded. "Is she alive in my body?"

"She is stable." the living brain answered. "However, it is unknown if she will gain consciousness. If she sees you in possession of her body, there is a possibility that she will go through shock."

"And she's stuck in my body while I'm in hers." Anna Maria muttered under her breath in the body of Black Cat

A blinking light suddenly beeped inside Living Brain. "The Doctor's presence is near."

In the next second, a man in a red and blue jumpsuit showing a spider motif showed up once the door slid open. Black webbing patterns, red boots and gloves along with a wide eye lenses red mask. Black outline on the eyes, webbing pattern on the mask along with a small spider symbol on the front and large red spider symbol on the back. This was Peter Parker, also known as the Amazing Spider-Man. Although, he wasn't alone either as a woman in a white skin-tight spandex suit stepped in with him as she had on black gloves and boots with black webbing on the torso. At the center of her chest, was a red webbing pattern with a red s as she wore a mask covering her mouth and nose which displayed her Asian features. Her name was Cindy Moon and was better known as Silk.

"So this is your lair?" Silk suddenly said to Spider-Man

"No, it was Otto's and-" Spider-Man paused as he saw 'Black Cat' with her hands covering her face while 'Anna Maria' was laying unconscious in a bed. "Felicia, what's going on? What happened to her?" he said referring the unconscious person in the bed

Anna Maria slowly glanced up at Peter as she took a step forward. "Why don't you ask her yourself?"

"I'm not playing here, Felicia." he said back annoyed and irritated

"I'm right here, Peter." Anna Maria

"Wha- What?" Spider-Man suddenly said with a tone of shock in his voice. "What are you talking about?"

"Third freckle on your stomach." Anna quickly stated

"Wait how do you-"

"You told me that the past few months I had been dating Otto Octavius who was inside your body. I also know that you found Cindy, who has spider powers just like you was in a hidden bunker and that Felicia Hardy also tried to reveal your secret identity." she added. "Luckily, Jameson's ego got in the way of blocking the camera so no-one could figure out you were Spider-Man."

Silk looked at Spider-Man. "You have a third freckle on your stomach?"

Spider-Man ignored Silk's question as he stared back at the supposedly Felicia Hardy's body who knew about him and Anna Maria. "How do you know all of this?"

"Because it's me, Peter." Anna answered in a slightly annoyed tone. "Anna Maria!" she exclaimed

"Anna! How are you in Felicia's body?!" Spider-Man asked in a shocked and surprised tone

Anna sat down on the bed she laid in as she stared at Peter and Cindy. "Long story short, Otto had a contingency plan if I ever got fatally injured." she explained. "Basically, the plan was to swap my mind with Black Cat's. I have her memories, skills and abilities."

"Then that means..." Spider-Man trailed off staring at the unconscious form of 'Anna Maria Marconi', now in the possession of the unconscious Felicia Hardy. "Felicia is in your body."

"Yes, she is." Anna replied, as she glanced down at the comatose and unconscious Black Cat in her own body. "Should we get her to a hospital or does she have to stay here?"

"Having the thief known as Black Cat in the hospital would logically suffice, Dr. Marconi." Living Brain stated as Spider-Man carried Felicia in his arms

He gazed at Silk, then at Anna. "I'll take Felicia to a hospital, so you can take Anna back into the apartment." he stared at Anna Maria still currently in the Black Cat's body. "Anna... I'm sorry that I got you into this mess."

"Just stop, okay? I know this isn't your fault, even though you're particularly to blame for it." she said, with the wall-crawler exiting out the room to take Felicia away to a hospital

"How do you feel?" Silk suddenly asked

"I could tell you this..." Anna paused staring down at her new body's tall figure. "I'm surprised that I'm not short anymore. This is going to take on getting use to."

"For being tall or in someone else's body?"

"Pretty much both right now." Anna joked as the two let out a small laugh, as she took a few steps forward while staring down at her feet. "Just like walking like in my old body. Only more... taller."

"You can probably use the rest after what you've just been through." Silk added as Anna Maria nodded her head in agreement

"Dr. Marconi." Anna turned around to glance at the Living Brain. "After you are adjusted to your current body, you will have a sudden change."

Anna cautiously raised her eyebrow. "What change?"

"The doctor installed me another objective to jump-start another precaution for your safety while you were unconscious in your new form."

"Well, what is it?"

"It is simple." the robotic servant replied. "The secondary objective was to inject cat blood in order to mix in your DNA. You have feline abilities which include superhuman agility, reflexes, speed, infrared vision, and retractable claws."

Anna Maria shook her head vigorously, with her hands waving left and right as she exclaimed. "Wait- What?! You mean to tell me that I got cat powers?!"

"Correct."

"Unbelievable." she sighed. "I'm probably going to turn into some cat monster, am I?"

"Negative. You will still retain most of your human features." Living Brain assured. "I hope the information was quite helpful, Dr. Marconi."

"Not really."

Silk landed a gentle tap on her shoulder. "C'mon. Let's go." she said as Anna Maria followed her out of the lab

'I have a feeling I'm not going to like whatever this extra safety precaution.' Anna thought to herself

Silk and Anna got out of the laboratory, to find themselves a couple of yards away as the bodyswapper held on to Silk. The recently new spider heroine shot out a rope of web as she swung with Anna Maria holding on to her. The former

"You okay?" Silk asked her

"This is different. Especially since I'm tall now. Just hope I get use to this." Anna admitted

"I hope so, too." Cindy said to her in agreement

Peter Parker's apartment, Tribecca. New York, New York 10:00 a.m.

After a night of sleep, it was the first morning that Anna Maria woke up in the body of someone else. She went to her closer and stopped to realize that she had clothes when she was in her original body, as Anna Maria stepped out of her room. The white t-shirt Peter gave Anna in her current body fitted in the way of a small gown, as she spotted Peter and Cindy getting into their 'presence' on the couch. It seemed whenever Peter and Cindy were close to each other, they would kiss each other and almost go more further. This was because of a connection they both had, due to being bitten by the same irradiated spider that gave them their powers. Anna glanced down at the cup table to find a glass of water as she picked up with a hand on her hip while she shook her head at the spider powered superhumans.

"Guys." she said with both of them still in their trance. "Guys!" they still were in their own thralls as she splashed the water on their faces. "There we go."

"You could've just say something!" Cindy exclaimed in a glare

"I did. Twice as a matter of fact." Anna Maria replied as she stared at Cindy. "Do you have any spare clothes I could wear? Some pants maybe? Mine are a bit... shorter to wear."

Cindy got off the couch, as she headed to Peter's room where her clothes were and said. "Give me a minute."

Peter rubbed the back of his neck and asked. "So how do you feel?"

Anna placed her hands on her hips. "Still not in my own body, and it looks like I have to get use to being taller now."

Peter offered her a seat on the couch as she sat down and said. "I can't believe you're in her body."

Anna Maria shook her head and replied. "I can't believe you two had sex."

"What?"

"No offensive, but your sense of humor is a dead turn-off sometimes." Anna teased

"How much of her memories did you find out about?"

"A lot."

"No bright sides or anything?"

"I don't have to use a stool whenever I get some mix from the top cabinet." Anna Maria said to Peter in a joking tone, with her hand on her arm. "My infrared vision kicked in when the light bulb to the bathroom was out." she stared at her fingernails as they extended before they retracted. "Plus, I don't think I need a pedicure for a while."

"Anything else?"

"Her skills of being a cat burglar like her father. Her karate and judo fighting techniques."

"I can tell you're thinking about something else."

"I don't know why, but I'm thinking rather or not to use some of these cat powers. It struck me how even though she was a cat thief, she still a slight thought of becoming an avenger and making something of herself."

"Really? That was from Felicia's body."

"Surprisingly, yes." Anna answered. "But when Otto humiliated her and sent to prison, all of that lead to a path of hate and vengeance."

"I can hardly blame her for it."

"There's a lot to do because of Otto. Half the city hating you, the Superior Six. Everything else that he did to screw up your entire life." Anna looked down before staring back to Peter's direction. "Now, you have a company to run. To make some good in this rehabilitating criminals thing and super prison you're planning on making."

Peter sighed with his hand on his forehead. "Well, it's a start. There are some super villains who are able to be rehabilitated."

"Some more than others." Anna replied as she went into the kitchen to pour some orange juice in a glass while a cooked bagel was waiting for her. "For me, I have to get use to being tall... and having feline powers."

"You'll probably figure it out." Peter assured as he placed his hand on her shoulder. "You're a smart woman, Anna."

Anna glanced at him and smiled before chewing on the bagel. "Thanks." she said as Cindy walked out handing Anna a pair of jeans and a white t-shirt

"Here you are. These should be able to fit you."

Anna smiled at Cindy as she walked back to her room. "Thank you." she said closing the door behind her

"How's she doing?"

"Felicia's still stable in the hospital. Doctors have no idea how long she'll wake up." Peter stated

"I meant Anna, you know."

"Other than being in another body, I say she's doing okay so far."

"That's good to hear. And I'm going to need to borrow your credit card for some shopping." Cindy replied

"You already have clothes."

"For her."

"Oh... right." Peter said rubbing the back of his neck. "Have fun."

Anna came out of the room wearing the jeans and shirt Cindy gave her, along with a pair of sandals. "What's going on?"

"You and I are going to do some shopping." Cindy answered as he touched Anna's arm, leaving them to walk out the apartment

"Cindy, wait. You forgot-" Peter paused when he realized one of his credit cards was gone as he reached through his pocket. "Don't tell me she took the blue one."

Upper East side. New York, New York 12:42 p.m.

"Thank you for shopping!" said a store clerk as Cindy Moon and Anna Maria Marconi walked out a clothing store called Brand

Cindy and Anna spent the last couple of hours, going from store to store getting clothes for Anna since she was in Black Cat's body. Some shoes, along with pairs of pants and shirts for her to wear while she had on a black cap and a pair of shades covering her face while her hair was tied back in a ponytail. For Anna, she feared that the Black Cat might still be wanted. After all, Felicia Hardy was now a well known cat burglar and a master thief to evade police until the Superior Spider-Man put a stop to her endeavors. Anna Maria still carried the memories of Felicia's life, mostly of her training as an athlete and being wealthy because of her well known master cat burglar father.

"You all set?"

"With the clothes, yes." Anna Maria answered. "By the way, which card did you use to pay for the clothes?"

"The blue Vista. Peter won't mind."

"Me in her body and being on New York's most wanted, I can understand how Peter goes through this everyday being Spider-Man." she said, looking left and right while her and Cindy walked. "He's lucky to have half of New York like him."

"How do you think anyone will think of seeing me in the fight with Felicia and Electro?" Cindy suddenly inquired. "I mean there's probably people that's been wondering if I'm the first spider-woman in town."

"I'd say you were the new phenomenon to hit Fact channel news, and probably New York city along the way." Anna replied. "As for the whole Spider-woman thing, there's already one in the Avengers. Plus a spider-girl. So, you're not really the first one."

Cindy blinked. "Really? Wonder if I'll meet them."

"You might someday." Anna replied

"Speaking of new heroes," Cindy paused glancing at Anna with a smile on her face. "Have you thought of being Black Cat?" she asked while Anna raised a quirked eyebrow and stare at her. "I mean, in a good way."

"What? Like Robin Hood? Stealing from the rich, corrupt and twisted, to give to the poor? Or do you mean kicking butt and taking names aside from being a super thief?"

"Right now, I would say the second one." Cindy joked

Anna giggled. "I figured." she pinched her chin. "Though, I'm gonna need a costume if ever do take Black Cat's mantle. To do something different. Something good."

Cindy spotted something at the corner of her eye as she grabbed Anna's wrist. "Hold that thought." she said leading Anna away in the traffic on the road to a goth and leather attire store next to a superhero costume store four blocks away

"Where are we going?"

"I have an idea." Cindy said as they entered the store, showing a Gothic and leather store feeling to it. "Wait here."

Anna looked slightly confused as to why Cindy would bring her to this store, there were clothes that showed skirts with black stockings that had small holes along the way. Black colored mascara, with a accessory of necklaces and biker outfits. There was a low-cut black leather suit with black boots. A cat ears hairband on a counter shelve with a dozen of color cat ear hairbands on the side. A black catsuit on display along and a brown pouch belt hanging on a collection of belts. Anna had her eyes set on the black catsuit and the brown pouche belt, while spotting the black cat ear hairband and fingerless gloves. Cindy arrived and showed the clothes she thought was a good costume for someone in a cat burglars body to wear. Anna stared confused at the outfit Cindy brought to her, as she shook her head. Cindy held out a black bodysuit with cat scratches and a cat mask, leaving Anna to shake her head at the outfit that was displayed in front of her.

"What?"

"I'm not feeling the look."

"You have any suggestions?" Cindy quired as Anna pointed at the dark catsuit on display in one of the female mannequins. "Okay, that will do." she said with a wide smile

Anna held out a black cat ear hairband and fingerless gloves. "These too. All that's messing is a mask." she stated. "I saw another store a few blocks away. I still have some money left in my wallet to pay for a mask."

"So you back at Pete's?"

"Yeah." Anna answered. "But first, I have somewhere to go."

St. John hospital, Gramecy. Manhatten, New York 1:13 p.m.

Anna Maria walked through the halls of the hospital, as she spotted a room number 506 entering the hospital room. She went in and closed the door behind her, staring at the unconscious person in the hospital bed. She observed her surroundings and felt out the only people in the room were her and person she was visiting, as she walked near the bed. Anna Maria stared at the sleeping of Felicia Hardy in her short stature body, seeing that her heart rate was steady and still stable.

"I can't figure you out." Anna said, breaking the long silence in the room. "I can't figure out how someone like you who has great potential into becoming something more, turn to a dark path. I've seen your memories. Some of the good you've actually done. You even had thoughts of becoming an Avenger, which pretty much took me off guard for a second." she paused and sat down on a chair near her direction. "I just don't understand why you continue to go down the same road of being a thief. Is it because it's the only thing that keeps you going, or you're afraid of change?" Anna closed her eyes and stood up, as she headed for the door. Before she opened it, she turned back to stare at Felicia Hardy and walked out the hospital room.

'Maybe that's what is needed. Change. And perhaps, maybe so should I.' she thought

Peter Parker's apartment, Tribecca. New York, New York 5:41 p.m.

"Are you finished yet?" Cindy asked while she sat on the couch

"Gimme a second!" Anna exclaimed in a shout while she was in her room as Peter came in the apartment

"What's going on?"

"You'll see."

"I'm coming out."

The door to Anna's room as she step out, leaving Peter to have an expression of surprise on his face. Anna wore a black catsuit with a brown belt filled with pouches around her waist, as she had on black boots with a fur trim. A cat choker on her neck and black fingerless gloves wrapped inside her hands. A domino mask and black cat ear hairband straighten on her platinum blonde hair. A smile formed her face with red lipstick.

"What do you guys think? Do I look puurfect?"

"Seriously?"

"Thought I give it a try. Now, come on! Tell me, do I look good?"

"You look amazing." Cindy said

"Amazing is my thing." Peter turned to Anna Maria. "You fit out more as spectacular."

"I'll take amazing and spectacular."

"Or superior." both Cindy and Anna stared at Peter. "Sorry. Bad habit."

"So what now?"

Peter and Cindy glanced at each other, then back at Anna. "I'll say for tomorrow, you get put on some training wheels."