An armored police van with many police cruisers escorting it was heading towards the prison with an important prisoner. Phantom sighed sadly as he looked at the cuffs around his hands. Why in the world had he agreed to this in the first place? Oh, right to win some support from the police force. Damn hero-motif of mine, He thought in annoyance.

"The vault will soon be the crown of extreme security incarceration. Put a super villain in here and trust me, he's never getting out," Norman said to Johan in the prison as Stacy walked up to them.

"Music to my ears, Osborn" He smiled. "Now that we're finally putting this ghost behind bars, I don't want him to see the light of day any time soon,"

"You don't have to take quite as much pleasure in it, Johan," Stacy said to him.

"Oh, but I do. I really do" Johan said as the officers threw Phantom into the maximum security cell of the prison and locked the door behind him.

"Man, haven't been in the place for more than five minutes and I'm already bored to death," Phantom said as he flew around the cell. "What? Too soon," He asked looking at the camera. "Fine, but just remember I'm just here because Stacy asked me to test the security, so if you're watching and I know you are pickle puss, don't get any ideas," He said as Stacy looked at Johan in the control room of the prison.

Meanwhile an OsCorp Van was driving up to the prison and pulled up to the gate as a security walked up to it.

"Delivery," The driver, a girl, said as she handed a note board to him. "Yet another OsCorp Sensor for the vault," She continued as the man looked over the paperwork.

"Alright, everything seems in order, you know where to do?"

"I do indeed," The girl said getting the note board back and then driving into the prison as she removed her hat, showing her long white hair and put on her Black Cat mask.

"Never thought I'll be busting into prison" Black Cat smiled.

"One hour," Mr. Devereaux said, "Curtain in one hour," Suddenly he groaned. "Oh, my cast is battling stage flight and the director's battling stage panic. Where is my lead, where is Harry Osborn?" He asked.

"Working on it," MJ said as she called Gwen.

"Hey, Gwen, it's MJ. Have you seen Harry? He's servant said he left home hours ago but he's beyond late and he's not answering his phone."

"Sorry, I haven't seen him all day, but he's so excited about the show. I'm sure he'll be there," MJ shook her head at Mr. Devereaux as she closed her phone as Devereaux suffered another panic attack.

"It's Dan, message me," Daniel's cell phone said.

"Hey, Dan, just a little reminder about the play, since Max can't be here I really needs a friendly face in the audience, in the seat next to my parents. Please, if you can." Mr. Devereaux yelled again in panic,

"Oh, and call if you see Harry," Liz finished.

Meanwhile, the Black Cat, now dressed in her costume, drove the van over a sewer vent in the ground and then opened a panel in the bottom of the van to show the vent right under it. "Alarm bypassed for maintenance," The computer said when Black Cat connected to jump-cables to the vent. With that, she fired acid from a gun that burned through the vent and then jumped into the tunnel,

"All right little stolen OsBerry, do your stuff," She said activating the stolen phone she had.

"Mapping Vault instruments, mapping junctions with preexisting prison," The phone's computer said.

"If breaking out is this easy, then little Felicia will be one great feline," Black Cat said as she crawled through the tunnel. Back in the control room,

"Ah, he's been like that for over an hour. You got him beat Osborn," Johan laughed as Osborn's cell went off.

"I'm in the middle of important test here…what, fine. Gentlemen,"

"You can't leave now; you'll miss the ghost's glories humiliation." Johan said.

"No choice, important OsCorp business. Besides I'm sure I'll read all about Phantom in tomorrow's bugle."

"Story's already written Norm," Johan said. Inside the cell, Phantom suddenly turned around as he felt something. That's weird. He thought as he reached out with his powers.

That energy…is that Cat? Nan, "I must be losing my mind, why would she even attempt to come here. I am so losing my mind." With that, he flew around the cell and then landed on the bed in it. He smiled happily as he looked around and his ghostly tail flicked back and forth. "This place is very impressive, but if I'm right someone has broken in, would love to see that." He laughed.

"What is he laughing about?" Stacy asked.

"Who knows," Johan laughed as he continued to watch Phantom. This place is seamless, perfect for everyone and if I miss Liz's play, I am so dead. Phantom thought as he continued to look around.

"Hello, Mrs. Allen, Mr. Allen," Sally said as she and Rand sat down next to them.

"Ms. Stacy,"

"Oh, Mr. Houseman, I thought Harry saved these seats for his mom and dad,"

"I'm afraid Master Harry's parents are otherwise busy," The man said sadly.

"I just hope Harry isn't busy," Stacy said sadly.

"Mr. Osborn's still a no-show, which leaves us with only one option. I must play his part myself," Mr. Devereaux said.

"Or Brown could do it," Glory said.

"Mr. Brown, he knows the role?"

"He knows it cold, I saw him play it at the Lincoln youth center," Glory said as Brown attempted to say something to them, but was stopped.

"Plus he subbed for Osborn on the gridiron compared to that, this will be a snap," Flash said.

"Ok, well the muses knew I didn't want to be on the stage. Do it"

Back at the Vault, Phantom suddenly fired his goo at the cameras as Johan asked. "What is he doing?"

"Making his move" Stacy said.

"What move? He still can't get out and my men will be there any second." The man in charge of the prison said. "Releasing knock-gas into the cell,"

"We're in position…" Suddenly radio silence happened as Phantom suddenly phased out of the cell and then punched and fazed the two guards into it without their masks.

"Well, nice try. Would have kept the Sandman in, but not me and also Johan," Phantom stuck out his tongue at the camera and made a funny face at him. Johan fumed at that as Phantom continued to run down the hallway heading towards the exit of the prison. Johan fumed at that as he continued to watch Phantom escape as Stacy just smiled at that. He knew the vault couldn't hold Phantom.

"Warden, if that ghost is not back behind bars in 6.2 seconds, I'll…"

"Calm down, Jameson, getting out of the cell was only half the battle, lock down." Phantom was suddenly stopped by a metal door that locked into place. He shook his head and looked at the camera,

"Still no," He suddenly phased into the door and out the other said. "Gas every corridor," The warden said the officers in front of him attempted to do that.

"Sir, the gas, it wouldn't activated." Suddenly Phantom flew through a hallway where the door was supposed to be closed.

"Why isn't that door locked?"

"What part of lock-down didn't you understand?" The warden asked.

"Sir, I don't know, I hit the command, and all vaults gates should be closed." The officer said. "Nothing's responding,"

"You've been hacked, Warden," Stacy said sadly, "Your men are no longer in electric control of the prison."

"Then we'll regain control the old fashion way. All officers move, code red"

However, all over the prison as the officers attempted to get out, they found that they were "Locked in," The officer said to the warden. "Every single one of my man are trapped in their stations."

"How did the ghost do that?" Johan yelled as the green goblin was flying over the prison with a datapad in his arms that had hacked into the prison.

"With the guards all wrapped up neat and tidy, I'll help or hurt my dear friend Phantom." The goblin laughed.

"I'm in a rhyming mood tonight," He said to no one.

Haven't caught me yet, weird, Phantom thought as he flew up through the elevator shaft, with the elevator, which was activated by the goblin came up behind him. Oh, crud, Phantom thought as he phased through a door and then into the main prison. He sighed as he walked past the cells.

"Hey, look its Phantom,"

"Well, Fancy Dan, Ox, where's Montana?" He asked. "Right here, ghost,"

"And rooming with Mysterio, nice," Phantom said, but then continued "Loved to stay and chat, but I have to get out of here." The goblin laughed as he watched the hologram of Phantom on his datapad as he pressed a button. Suddenly, the doors of the cells opened and Phantom shook his head and groaned.

"Oh, crud…" He laughed half-heartedly, as the crooks, thugs and everyone else that he had put into the jail walked up to him. Phantom smiled a little, but then flew away from them and said "Sorry, no time tonight and bye,"

With that, he flew at his top speed away from them. "After him," One of the crooks yelled as everyone in the jail ran after the poor Phantom. "F

inally, we're getting started," Sally said to Rand as the curtain rose on the stage.

"God speed, Heliva," MJ said to Liz in costume.

"Call you me fair, that fair again unsay, me treat you fair, oh teach me with what art of dimirts art." Liz said.

Back at the prison Phantom punched two of the crooks out as he stood his ground against them.

With that Phantom fired ecto-goo at some of them as everyone attempted to hit, kick or punch him. Phantom dodged hit after hit as he threw another person into the air and fired ecto-goo at him. With that, he webbed another two people and threw them at the others, and then webbed that grouped together. With that, he flew up away from.

"We're wasting time, enforcers we need to get organized."

"You got yourself a posse and more, you see you learn a lot about a man sharing a cell with him, like if he's real or not," Montana said as he pressed a button on Mysterio and Mysterios armored appeared on the bot.

"Oh, shit, I knew he was a bot," Phantom groaned as he absorbed blast after blast from Mysterio. However, as he went past a cell, the person looked at him, but then gasped as a red laser cut through the roof of his cell and a head popped out.

"Now what" Suddenly the Black Cat smiled at him and said "Hi, Daddy,"

Phantom fired a blast at the robot Mysterio, completely destroying it, but not before it had unleashed three purple bats at him. "Oh, I hate these guys." Phantom groaned.

"I love these guys. Someone should give them their own show,"

"Johan, you can't really be rooting against Phantom. He's our only hope of regaining control of the prison." Stacy said to him. Johan didn't respond for some time. "Well,"

"I'm thinking, I'm thinking," Johan said.

"Felicia Hardy, what were you thinking?" The man asked the Black Cat.

"That my father shouldn't be rotting in prison,"

"And what if you got caught?" He asked. "The last thing I want is for my daughter to wind up in the ladies wing. Your timing couldn't be worse. NY's most wanted now control the prison and they're trying to get Phantom."

"Phantom, here," Black Cat smirked just as Phantom destroyed the bats and was caught.

"Hold him, Ox," Silver mane said when a voice suddenly said

"Oh, boys, is Phantom really the best dance partner you have," Someone suddenly dragged her in back into the cell as Phantom kicked Silver mane and then flipped Ox over and down to the ground. After phasing out of Ox's grip, he fired a round of ecto-goo at them, trapping them. However, he then looked at the cell that Black Cat was dragged into.

"Felicia, have you lost your mind or just forgotten everything I taught ya," The man asked.

"What can I say, I got a little crush," Black Cat smiled. Phantom slowly walked towards the cell and groaned

"That was not you was it, come on out Black Cat or do I have to come in,"

"Maybe," Black Cat purred at him. Phantom groaned and then slowly entered the place, closing the door behind him and webbing it shut when it attempted to open back up.

"So goblin wasn't the only misfit to use the vault for mischief tonight," Goblin said still flying above the prison.

"But if Phantom thinks Cat will even his odds, goblin will open a few more pods," He continued as the high security section of the prison door's suddenly opened and the Sandman and some others.

"The goblin's your savers, how you owe him a favor. Phantom traps in the prison, put him out of commission."

"Oh, yeah," Sandman yelled as he and the other ran towards where Phantom was. Phantom was in the jail with Black Cat with his arms crossed.

"I'm going to assume you didn't come for me and that this isn't your handiwork, but still you're a sight for sore eyes."

"My super powers are more for looks," Black Cat said as she moved one of her claws across his chest.

"Don't start," Phantom said as he blushed.

"How what are you doing here?"

"Oh, you won't like it, boy-scout, but I'm here to bust out dad," She said pulling the man out of the shadows towards Phantom. "Phantom meets my dad, Walter Hardy, aka the Cat."

Phantom eyes went all the way to black after that and he growled as his muscles went tense. "You are…"

"Phantom's in here?" Sandman asked. "Then move," He said as he pulled the door off and then cut through the webbing. However, when he got in, he didn't find anyone in the cell at all. In the dusts above the cells, Phantom growled

"I will not allow you to free that man,"

"Says the Phantom who needs this Cat's help."

"I am never that desperate for a crook's help," Phantom hissed at her.

"Geez, Daddy, what did you do to this guy. This is a simple exchange Phantom, I helped you get the prison back under control, and you look the other way when it comes to Walter."

"Bullshit, I have already done that enough already." Phantom hissed as Walter asked

"Is it getting warmer in here."

Soon, Phantom and the others reached the end of the duct and Phantom fired an ecto-web to the ground and they used it to get to the ground. "Where are we?"

"Back in the vault," Black Cat said. "These tanks hold the prison's knockout gas," She said.

"Can you activate them, I'm hitting a firewall," Phantom said as he attempted to hack in.

"Don't you think the warden attempted to do that, sorry, but someone has to get the crooks here, seal them in and then manual open the tanks," She said leaning against the railing next to Phantom. Phantom hissed at that, he knew what she was saying. "And the person who did would be…"

"Exactly and being the hero that you are would you allow anyone else to take that risk?" She asked as Phantom glared at her.

"Oh, what fools these mortals be," Goblin said as he watched Phantom flying to where the Sandman and the now freed crooks were.

"Hey, no-brains, looking for me?" Phantom asked.

"Get him," They all yelled as Phantom flew away from them as Goblin watched.

"Up and down, up and down, I will lead them up and down," He laughed. "I am feared in town and goblin will lead them up and down," He said as the gate was closed in front of Phantom. However, Phantom fired a black blast at it that completely destroyed the gate and then continued to them down the stairs. However, when he arrived at the bottom, the elevator opened and he groaned. Sometimes he was an idiot.

"Come on, that's not fair," He yelled as he continued to led them towards the tanks. Once he arrived there he turned invisible and waited until the last crook was inside.

"Where did that ghost get to now?"

"I never get tired of that," Phantom said as he flew out of the gas tanks and then closed and locked the doors behind him.

"That won't stop us for long,"

"I don't need long," Walter said as he opened the gas tanks and the gas flew out of them and into the room.

Meanwhile Black Cat had gone back to her van and had started it up as she remembered what her father told her,

"For years the Cat took pride in never hurting anyone. I never even carried a gun, but as I got older, I got slower and I became afraid. I made a horrible mistake when I ended that man's life that night and I know I have to pay for my crime. So I'll turn on the gas"

"That won't make it better; the family of the man you killed will never forgive you." Phantom said.

"I know and I understand."

"But I don't," Black Cat said. "Daddy,"

"I'm sorry Felicia, but right now prison is where I need to be" He said.

"An entire prison of Phantom haters and still he escapes."

"Well, fine. Goblin's done using crooks, and rhyming." He said as he flew to where Phantom was coming out of the prison and then suddenly threw a pumpkin bomb at him.

"Whoa," Phantom yelled as he dodged one after another, Great just great, He thought. However, Black Cat hadn't left yet and when she saw what was happens she… Phantom flew up to the rooftop and dodged bomb after bomb as he fired ecto-blast back at the goblin. However, one got Phantom and he flew and landed hard on the roof.

Goblin was about to end him when Black Cat suddenly appeared and kicked his hover board, throwing him off course. Phantom got up and fired ecto-blast after ecto-blast at the goblin as he stood up and walked next to the Black Cat. Goblin dodged them, but then readied another bomb at them. Phantom gasped as he looked at the person in front of him, who then suddenly flew away, laughing like a maniac as he disappeared in the night sky.

"Goblin, the goblin is back. I knew I saw him the beginning of the school year," Phantom groaned as he suddenly remembered Black Cat, who was attempting to leave.

"Don't move," Phantom yelled at her. Black Cat looked at him, hissing a little. Phantom raised his fist at her and filled it with ecto-plasma. Black Cat looked around and sighed she had no way out. However, Phantom hadn't fired yet. She looked up at him and gasped. There were tears in his shining green eyes as his arm that was raised at her started to shake.

Come on, fire, it's filled with ecto-goo, you have her, just fire at her. Phantom continued to say in his mind to get himself to fire the goo at her. However, no matter what he said, he couldn't. The raised was lowered slightly as the green glow left it. Phantom then moved his arm to his chest and then turned around.

"Get going," He said.

"What?" She asked completely confused.

"You heard me, get going before the cops reach us. I can't…I care about you too much to send you to jail. Go, before I change my mind."

Black Cat didn't smile at him and then walked pass him, but before she left she said "Listen carefully. I don't know what you did to infect my father with your stupid conscious, but it's your fault he'll spend the rest of his life in this hole and I'll never forgive you for that," She cried as she left leaving Phantom all alone on the rooftop of the prison.

"I know, Cat, I know, I wouldn't forgive myself if our roles were changed, but if that is true than as Phantom and Cat we can never be and as Daniel and Felicia, we should stop being that what we are." Fresh tears began to drop from his green eyes as he took his mask off, which just covered his eyes somewhat and then pulled out a ring that was in his pocket.

After being saved by her many times and him saving her a lot too and how close they had become as friends, he was going to ask her to be his girlfriend, but now that won't happen. "We shall now be what you want us to be, enemies and the next time we met I will not be so merciful" He said as he destroyed the ring and then left.

"Sir, we have regained control," A controller said as the man in charge of the prison sighed happily.

"Got to hand it to Phantom, he beat the vault and every crook in the place," Captain Stacy smiled.

"It's a conspiracy I tell ya," Johan yelled. "They are working together."

"Oh to what end?" Stacy asked.

"To raise my blood pressure," Johan yelled as he left.

"If we shadows have offended then this is all is mended. That you have but stumbled in, what these visions have appeared and this weak and slow thing no more yielding than a dream," Brown said in costume as the spot light went on him. "Less the men a lied, so good night on to you all give me a hand if we are friends and goblins shall remands," He said as everyone cheered for him and the play.

Meanwhile, Phantom was on top of the roof that he had met the Black Cat many months ago and sighed deeply saddened about what had happened at the jail. As fresh tears left his eyes he knew that he lost someone that he had truly loved…again.

End

Next: Tri-axis of Hope