Disclaimer: I don't own Spider-Man- the character was created by Marvel Comics and this version appeared in the movie directed by Sam Raimi-, nor do I own the Charmed Ones, who were created by the very talented Constance M. Burge

Feedback: This is a risky story I'm attempting; I'd like to know it's appreciated

AN: I don't exactly know how powerful Phoebe's levitation abilities are, so for the purpose of this story she can pretty much fly in the manner of Superman and other similar heroes

Webs and Witches

The next morning, as Spider-Man began his typical patrol of New York, many of the citizens of that fair city were surprised to see a faint figure following him. The figure was too high up to make out anything particularly distinctive about it, save that it was dressed in dark red and brown and appeared to be flying through the air under its own power. Those lucky few in the higher rooms in certain tall buildings could just make out the tell-tale curves of a woman, but other than that nobody could have realised who Spider-Man was now flying through the air with; a black stereotypical woollen face-mask was pulled over her head, concealing her hair and face apart from her eyes, mouth and nostrils.

Even then, it would be unlikely that any of them would work out that the 'woman' behind the mask was a witch from San Francisco, currently helping Spider-Man track down a mass of warlocks.

Unfortunately, so far it was meting with little success. Every flat visited so far was either uninhabited at the present moment, or the only magic practitioners in the building had been low-level wiccans working on honing their skills in private.

Currently, Spider-Man had just landed on the roof of a building and was waiting for his remarkable new 'colleague' to get back from her current reconnoitre of their latest location; even with his powers, Phoebe was more efficient at the stealth aspect of things.

If nothing else, her costume was a bit less vividly coloured than his…

He blinked, and then Phoebe was standing in front of him, looking critically at him as he squatted on the corner of the building.

"Any luck?" he asked, looking at her enquiringly.

Phoebe shook her head. "Nothing," she replied, sighing as her feet touched the roof beside Spider-Man. "If there was a warlock there, he's gone now; I really don't know what we can find out without anyone in the room."

Spider-Man nodded. "Yeah, I get your point; I'm not exactly the Sherlock Holmes of the costumed crime-fighter world," he said, as he stood up and glanced inquiringly at Phoebe. "So, what's the next one?"

Pulling out the map that Piper had given her when they'd started out, Phoebe glanced over it briefly and then passed it over to Spider-Man, tapping the location in question..

"Just some location in Brooklyn left, and then that's it," she said, sighing as she looked at her new friend. "You know, I really prefer it when the bad guys limit themselves to San Francisco; at least we know where the likely locations are in that city."

Spider-Man shrugged as he stood up. "Yeah, I get your point; I've certainly learned how to get around New York pretty fast after so much practice," he said, as he glanced briefly at the map before passing it back to Phoebe.

"Yeah, that location's easy enough to get to; shouldn't be more than a few minute's swinging from here," he said, as he leapt off the building and fired a web-line, Phoebe taking off close behind him.

As Phoebe watched him fly through the air, whooping for joy as he fired off web-line after web-line, she couldn't help but grin. His enthusiasm was certainly catching; she could easily see why Paige liked this guy so much. After all, half the city seemed to be prepared to blame for everything from petty theft to mad cow disease, and yet he could still find the time to laugh at such a trivial detail as his regular means of transport?

Especially after that whole Green Goblin incident in the papers last year…

She couldn't even imagine how he managed to cope with the strain. Their time as witches may be hard, but at least they could go out in public and feel free to do their 'jobs' without having to pull on a fancy costume.

Peter… his powers attracted the kind of danger they'd never have to face as witches; random assassins, crazed supervillains, media campaigns smearing him…

Say what you like about demons, Phoebe thought to herself, as he turned sharply around a corner, at least you can kill them freely without having to worry about the moral implications.

After all, demons weren't human; they were soulless monsters that existed for the sole purpose of killing people. Peter's kind of adversary… the thieves were often desperate, and even the worst of his foes was probably only barking mad rather than demonic.

How did he cope with the knowledge that some of his foes might come back for revenge after he'd defeated them…?

Suddenly, Spider-Man leapt from a web-line onto a building, and Phoebe instantly swung around in his direction; he must have reached the building.

Joining him on the roof, Phoebe pulled out the map again and handed it to the wall-crawler.

"Is this the right place?" she asked, looking at him as she indicated the last unchecked magic source.

Spider-Man nodded. "Yeah, this is the place," he said, before glancing over at Phoebe. "Well, your cue now."

"Right," Phoebe said, as she jumped off the roof and flew down towards the apartment window that, according to her sister, was the source of the magical energies in this building.

When she reached the window, she was relieved to see that it was open; she'd been getting sick of doing unlocking spells every time she needed to check something out. Glancing briefly around the apartment to make sure there was nobody inside, Phoebe raised the window and flew inside, taking care not to relax her powers; it wouldn't help them tackle these guys if she left footprints or something like that. Levitation may be tiring, but at least it didn't leave traces.

Glancing around the room in better detail now- the glare on the window from the sunlight had made it hard to see properly- Phoebe was surprised to note that it didn't resemble the typical occult practitioner's apartment. If anything, with the numerous movie posters, models, and film novelisations scattered around the room, it almost resembled the home of a movie buff…

Guess it takes all sorts to make a maniac, Phoebe thought to herself, as she scanned her surroundings. The guy who owned this place seemed to be out- after all her fighting lesson's she'd had good practice at knowing when someone was in her presence- but she'd prefer to get her little survey over with as soon as possible and get out before he got back. If he was innocent, she'd rather he didn't have the chance to report a flying woman in his room- Spider-Man's reputation was bad enough without his new associate being accused of breaking and entering- and if he was guilty, she'd rather not have to tackle a warlock without-

Then something hit her in the side with such force that she crashed into the wall, breaking her train of thought as she glanced back at her attacker…

And her eyes widened in confusion.

It was a tall figure, apparently in good physical condition, dressed in an elaborate skintight green outfit with gold gauntlets around its wrists, stretching back to shortly before his elbows. A long purple cloak stretched from his shoulders to around his ankles, billowing in an overly dramatic manner despite the fact that there wasn't a single bit of wind in the apartment. The most distinctive part of his costume was the large fishbowl-like helmet that covered his head, and seemed to be made of some kind of one-way glass.

"What the…" Phoebe said, staring at him in confusion as she staggered to her feet. "Who are you?"

"An excellent question, my dear," the man/whatever chuckled as he apparently looked in her direction; the helmet made it hard to know for sure. "My name is Mysterio, and I shall be your murderer this fine morning."

He raised one hand, and an energy ball appeared in it. Phoebe instantly tensed herself to dive away, but before she could do anything, the window suddenly crashed open and a red-and-blue form lunged at Mysterio, striking him with such force that Phoebe's new adversary was sent flying back into the wall as his energy ball flew from his hand into a poster advertising Independence Day.

"Pe- Spider-Man!" Phoebe cried, smiling at her rescuer in delight as she sat back up. "How did you know?"

The web-slinger just shrugged casually as he glanced over at the witch. "My spider-sense was tingling, and I figured I should check it out," he said, as he glanced over at their fishbowl-headed foe, who was now standing up and glaring angrily at Spider-Man.

"Insolent fools!" he yelled, pointing angrily at Spider-Man and Phoebe. "You are no match for the power of Mysterio!"

"Mysterio?" Spider-Man said, cocking his head to one side in a thoughtful manner I think I had a bowl of Mysterios for breakfast…"

"Yeah, it's not exactly the most intimidating name I've ever heard," Phoebe added, catching on to her friend's motive as she glanced back at Mysterio. "Oh, by the way; how'd the fishbowl get stuck on your head?"

"SHUT UP!" Mysterio roared, as he raised his hands and fired two bursts of electricity at his two foes. Spider-Man quickly grabbed Phoebe and dived to the ground with her in his arms, launching a burst of webbing at Mysterio as he did so. The webbing didn't do much more than send Mysterio staggering back a few feet, but it was enough time for Spider-Man to dive forward and hit him with a spinning kick that left a significant crack in the fishbowl he wore for a helmet. Spider-Man tried to lash out with another punch, but Mysterio, who was evidently either an expert martial artist if not actually possessing superhuman strength himself, grabbed his adversary's wrist and threw the hero off to one side. Spider-Man was only just able to save himself by hitting the ceiling with his feet, regaining his balance, and sending Mysterio staggering with a punch to his foe's lower back. As Mysterio staggered around, dazed from the blow, Phoebe struck him with a spinning kick of her own, sending Mysterio back the way he'd come, only to run in Spider-Man's fist.

The next couple of minutes of the fight primarily seemed to consist of Spider-Man and Phoebe passing Mysterio back and forth between them like his head was a tennis ball and their hands were the racquets. It only stopped when Mysterio somehow regained enough focus to catch Phoebe's leg as she tried another kick and hurl her into Spider-Man, who only just managed to catch her in his arms before the two of them hit the wall behind them.

"ENOUGH!" Mysterio roared at his two opponents as they leapt to their feet and stared at him. Spider-Man was relieved to note that Mysterio's voice sounded as though he was talking through a thick layer of cotton wool; evidently, he and Phoebe had done some serious damage to the bastard. "THIS ENDS NOW!"

"Oh, really?" Spider-Man asked, as he glared at this costumed nutcase. "What're you going to do, exactly; zap us with lightning? That hasn't been working out for you so far, you know!"

"You believe the great Mysterio is dependent on a mere handful of magical powers?" the man cried, glaring at them. "You have yet to see the full extent of my power!"

He pushed a button on one of his gauntlets, and suddenly Phoebe and Spider-Man found themselves sitting on the ceiling which had until recently been the floor while Mysterio just kept standing in the middle of the room at an angle that made no sense no matter what way you thought was up.

"Wh- OUCH!" Phoebe cried, as she hit the floor/ceiling/whatever, Spider-Man still clinging to a wall instinctively as he glared at Mysterio.

"Y'know, it's not considered good manners to make your place spin around like this," he said, sounding as though this was actually something he had experience with, regardless of the fact that he was rapidly beginning to feel out of his depth. He dealt with costumed maniacs who wanted to blow things up with science, not costumed nutcases who wanted to end the world through sorcery!

But, at the same time, Spider-Man knew he would have gotten involved even if he hadn't asked Paige out.

The only difference was that at least this way he knew what he was dealing with.

"You honestly think that you can stop me?" Mysterio asked, glaring at Spider-Man with a posture that looked as though he was itching to go into battle. "You have seen the power I possess; surely you must realise that you cannot win?"

Spider-Man shrugged. "Eh, a lot of people may have thought that about the Green Goblin, but I'm still here and he… well, isn't," he said, as he leapt down to the ground to stand beside Phoebe as he looked up at Mysterio. "Now them, what you just stay still for a minute and we can ask you a few questions?" he added, raising his wrist and firing a web-line…

Only to have Mysterio wave his hand and dissolve the webbing in mid-air.

"Uh oh…" the wall-crawled muttered under his breath, as Mysterio raised another gauntlet and fired a mass of razor-sharp bats at them. Unwilling to risk using webbing when Mysterio could use that dissolving agent on it again, Spider-Man did the only viable alternative; he grabbed Phoebe and yanked her down to the floor, spinning over to cover her more vulnerable body with his physically more resilient one.

As the two of them looked briefly at each other, Phoebe smiled at him in a joking manner.

"Y'know, it's a good thing Cole and Paige aren't here, or this could get awkward," she said, as she glanced down at where her waist was pinned between Spider-Man's legs.

"Yeah, sure…" Spider-Man muttered, as he jerked his head towards Mysterio. "Any chance you could take him by surprise with your flying thing while I get in a few good shots?"

"Of course," Phoebe said, smiling as she glanced over at Mysterio. "Wait a minute… NOW!"

Almost before she'd even finished saying the 'N', Spider-Man had leapt up onto the nearby wall and Phoebe had flown directly at Mysterio, hitting him in the chest with her shoulder before he had even managed to process what was happening. As he staggered back, Phoebe flew back and upwards slightly before kicking out at Mysterio's fishbowl, followed by Spider-Man firing two bursts of webbing at Mysterio's arms that webbed him securely to the wall, looking at his two foes in shock- presumably, of course.

"So," Spider-Man said, glaring at Mysterio critically, "now that the preliminaries are out of the way, we just have one or two questions for you."

"And trust me; cliché or not, we have ways of making you talk," Phoebe put in, smiling under her miraculously-still-intact woollen mask. "So, what's it going to be?"

Mysterio just growled under his breath as he glared at his opponents.

"You believe this ends things?" he asked angrily. "NEVER!"

He stamped down hard on his right foot, and suddenly the entire room was filled with gas. Quickly, Spider-Man and Phoebe covered their mouths, Spider-Man dashing over to the nearby window and kicking it open to release the gas, but as soon as the gas had been blown out of the room through the window, Mysterio had gone, leaving only a few small strands of webbing to show where he had been pinned to the wall.

"What the…" Phoebe said, as she stared at the webbing in confusion. "How did he do that?"

Spider-Man sighed as he stared at the empty room. "He must have had some kind of gas grenade in his boot that was released when he stamped like that. It probably contained the same dissolving agent he used against my webbing, coupled with something to deaden my spider-sense so I couldn't detect him leaving."

Phoebe nodded in understanding, then looked over at Spider-Man in confusion as she fully processed what he was saying.

"Wait… gas grenade?" she asked, staring at Harry in surprise. "But he was using magic earlier in the fight, so he's got to be some kind of warlock; why would he need to use technology to escape? Even the most basic warlock can shimmer without needing all these theatrics!"

Spider-Man sighed as he looked over at his new friend.

"I don't know what that guy is, Phoebe, but I can tell you this; he's got some magic powers, that's definite, but he's also packing some seriously interesting gadgets," Spider-Man explained. Then he shrugged and indicated the window. "Anyway, we'd better get going; we don't want anyone to find us."

Nodding Phoebe flew out of the shattered window, Spider-Man close behind her on a web-line as they began to head back towards their hotel.