Disclaimer: This is a parody inspired by the works of Marvel Entertainment. All characters that I have not created or borrowed from other sources are theirs. This is a Fan fiction and not meant to violate the rights of those who own the rights to the Marvel series. I have no money and therefore not a good suing target. Thank you very much.

"Tarantella"

Chapter One

Emma Frost followed the tour guide, showing off the newest developments of Oscorp to the public. She had been thinking of developing a business of her own, while studying for university. She had 'collected' seed money, using her 'skills' to invest it well, and was now scouting out the competition. Where she and Osborn overlaped was in the realm of electronics, computing and similiar sciences. There was also the genetics labs they had, which interested her for personal reasons.

'Which included their newest experiment, working with Blackfire Industries. Rumour has it that the two of them are trying to develop a new version of the Super Soldier Serum. They're testing various of serums with genetically modified animals, even adding radiation treatments as well.' thought Emma as she picked up the buzz in the minds of the scientists and workers of the company.

Unfortunately, she hadn't been allowed any where close enough to someone who knew for sure. She was fortunate enough to see where some of the electronics were headed, as well as how to improve them as well as make it seem like she hadn't had any 'help'.

While she was working on business, she was also multi-tasking with other thoughts. She had dyed her hair blond, a shade of brilliant gold. She was wearing an old t-shirt, a battered pair of jeans, and old running shoes. All bought at a thrift shop in Boston. She wore a pair of glasses as well. To look as dorky and unassuming as possible. Like that Brunette with the camera uphead.

'Still, I can sense all of the ideas passing his head. Intelligent ones, focusing on his science focus. Maybe I could find a way to 'convince' him to join my company.' Emma figured that she could use money to get him to join, but if need be she could use seduction. She could see from his surface thoughts he was a wallflower, therefore not had much experiences with women.

'Of course, that would mean I would have to learn how to seduce someone. A quick trip to a strip club and scanning the mind of the workers there should help. If not, there are other places to find teachers on the subject.' She began to make a list of things she would have to learn to improve her own situation. Especially if she was to remain free of her family's influence.

It was then a sharp sensation of pain rang out in the room they were in. The nerd she had been focused on had felt some kind of powerful pain on his hand. Before she could process this, she felt a powerful pain on her ankle in the area where her socks and jeans left open space. She tried to see what had cause it as she lifted the injuried leg, only to see strange spider quickly skitter away, leaving only a shell of itself. The shell looked like the spider, but smaller. As if the spider had grown and discarded it's smaller exoskeleton. One covered in colours of red, blue, and white.

She couldn't focus on that as her leg still hurt, moving to enter the lady's washroom. She tried to angle the mirror on the wall and her compact to see wound. It was hard, but she managed to get a look at the red and swollen mound forming on her ankle. She thought she could see two bit marks in the centre. Deciding that her current mission to be a wash, she limped out of the building and hailed a taxi to take her to her hotel room.

As she entered the room, she headed to the bathroom to treat the wound. She was feeling miserable, thinking she should go to the hospital. She was, however, wary of that given her father's influence. A hotel room paid with cash might not alert him, but her using a hospital with some unknown spider-bite just might. She hoped she could solve it hersef. So she used antiseptic and other elements before bandaging the bite. She them lay on her bed and elavated her foot as she watched TV. Following asleep, things began to change.

At Oscorp...

"Find that Spider. We're not finished test yet. If our rivals get a hold of it, all of our work could be lost." Norman Osborn barked at his security team as they informed him one of the spiders used for testing their latest serum was on the loose.

As he spoke on the form, a beautiful black haired pale skinned woman in a black business suit walked into his office. Crimson lips spoke, "I figured you would worry more about lawsuits from people being bitten then loosing the spider to someone else."

"Lawsuits can be handed, manipulated in our favour. The loss of such a potential source of our serum testing, Ms. Gallio, it's irreplaceable." was the answer he gave as he rose. He was dressed in his own suit, as he moved to kiss her hand.

"Thankfully, you know what is really important. The serum is something I have been trying to replicate since hearing of the affects on Rogers so many years ago. I believe it will be the answer to some of the... 'health' problems I have suffered." hinting at the private secret they shared.

He knew of the powers she kept in secret, power he was interested in. She was using his skills in the sciences like chemistry, as well as the skills of people he employed like genetics. He was using her knowledge of secrets hiddent in history to advance his own goals. A relationship based on the common fact they were using each other.

"Fortunately, we have all of the details of the experiment which resulted in Spider SL-64-SD. If necessary we can duplicate it. I prefer to find the spider we have now before we make a new one. Talking about the serum, some of those chemical formulas have been helpful." He told his lovely partner.

"Some of the rarest occult knowledge which most people didn't know about. The fact I have knowledge and records of the Tablet of Life and Time, the Lifeline formula become available no matter how fragmented my knowledge is." she responded, adding what she brought to the table. She continued, "So, we're looking for a spider. Where were you thinking of starting your search?"

At the hotel...

Emma finally woke up, feeling fine. Better then she had been feeling before the bite had happened. So she took to the bathroom for a quick shower to get the sweat off. It was during this that she caught a look at her body. Her body was more attracted, with muscle build of an acrobat. She was even bustier from the looks of it. It was like she had gotten her idealized body without the plastic surgery she thought she would need to get it.

She dressed in what clothes would fit her new body as she was no longer the shape she had been. She was thinking to herself, 'How does a spiderbite lead to so much physical change? Muscles, abs, and other improvements. Something else must be going on. The question is... what?'

She was trying to balance herself as she put on her socks, placing her hand on the nearby desk set. Only to be unable to remove it again. She looked at it, and tried to pull it off the desk. Instead, she slowly lifted the heavy desk with one hand. Which was when her hand stopped whatever it was it was doing, dropping the deck and making a load noice. Which startled her, then annoyed her.

'Looks like my body is changing... again. Only now I can get... sticky. Great. Now I have to figure out my body yet again. Which was unpleasent the first time. At least it happened quickly, and not after months of spliting headaches making me wish I was dead. ' she thought to herself, her mind working on the problem.

"Sticking to something, after a spiderbite. Obvious connection is obvious." she said to herself, as she then had to ask herself, "What else did that spiderbite do to me?"

She went back to the mirror to look at her body. She began, 'My body has become better, stronger if the table stunt is any proof. What else can I do?'

A few days later...

Emma had been trying to figure out how her powers worked. She was getting a hand on it, with her instincts. She had kept her mutant abilities, even with the changes. Which was a plus in her mind. In fact, her powers seem to be blending into each other to a degree.

She had been both studying her powers and building tech to figure out what was happening to her. She had always been bright and skilled at electronics, especially with electronics dealing with psionic powers. So she had been building up a strong database of what was happening. Her telepathic powers are still at the levels they were before, if not a little stronger. Her minor telekinetic powers had been strengthened, allowing her to create a molecular bond between her body/clothes and things like walls. Or the ceiling. She could also gather psychokinetic energy to create webs for swinging or making webs.

'From my devices, I have learned many of my natural abilities have been enhanced. Strength, speed, stamina, durability, agility, equialibruim, and reflexes. All of them had been enhanced. Then there is my immune system and cell regeneration, which have been enhanced. Making me immune to most poisons and ability to quickly heal from damage. On the positive side, I likely have nothing to fear from scaring or getting sick often and for long periods. On the other hand, most medicines and recreational drugs will have a lesser affect on me. Except for alcohol and the pesticide ethyl chloride.

Then there is the real surprise, the precog powers and psionic venom.' she thought to herself as she gathered her thoughts on the computer she had built.

'I have some kind of precognitive danger sense, which warns of dangers both immediate and potential. A buzzing in the back of my head, which gives an alarm when something like that happens.

Then there is the psionic venom. My psionic venom allows me to fire a psionic blast which can cause damage, pain, pleasure, or sedation. Or a combination of all of them. With effort and concentration, I can cause them to last longer then a moment or two. I can also use it to induce emotions in others, like love and desire, or fear. But whether that is the extent of the emotions I can use, or if there might be more when I develop it, is in question. I can also use it to to disrupt mental processes, causing anything from confusion, distraction, or eleminate my presence in people minds.

But so fare, this is all base line. There might be more with greater study or with training.' she continued to list her powers. She looked at other information and ideas she had written down on the computer.

She had been tracking anything she could find about the other person bitten by the spider, the nerdy boy. She had figured, 'If I received powers from the spider, he might have as well.'

So she had kept up the work up looking for him. Finding out his name, Peter Parker. As well as his address and situation. Just in the last day or two, she had found out something important. A wrestler by the name of Spider-man had appeared in a prize money stunt. She was still looking for more on that, but that sounded like Parker from what she heard of the match.

'He is looking for money, which I can use. Especially with his powers. If he also turns out to be as skilled and brilliant as I think he is, he would be even more valuable.' she then turned to another thing she had been developing since hearing of the Spider-man.

Spider-man had developed his own costume for the match. A full body suit and mask. The suit was mostly blue with red gloves, boots, mid-section and shoulders. The mask was also red with huge white lenses with black highlighting it. The red section was webbed in black with a spider in the centre of the chest.

Which had inspired Emma to ask: if she had a costume, what would it look like?

The fact she had a new and improved body made her want to show it off. Given the spandex Spider-man was wearing, she figured he was showing off his improved body as well. She, however, didn't want to cover herself up as much. Since she could use this new body as a weapon of distraction.

'Plus for some reason, it doesn't seem like me.' She kept having feelings unrelated to her precog sense, like she was seeing into something bigger. This was part of it.

She had an art program she was playing with, designing a couple of costume first being the most modest, a simple catsuit. White with blue webbing down the middle of both the back and front, also along the sides of the arm and legs. A spider symbol on the middle of the torso.

A less modest version was a mixture of things. A white corset-like top, with the blue webbing and spider symbol. With that was a choice of white long pants or white hot pants, with the blue webbing design up the legs again. An option for opera length white gloves with blue webbing, either all over or up the sides, maybe a version with fingerless gloves. A jacket for more coverage, maybe a choice of short waist high coats or long overcoats with the same webbing as the other into the designs.

To go with either suit would be boots, mask and make up. Thigh or ankle heeled boots, with webbing either all over or up the side. A Domino mask with white lenses highlighted with blue around it. Make up in shades of blue, white, silver, metallic blue and maybe some red.

Of course, this was also in the design stages. Plus if she didn't like it, she could change or update it. It was a start...

So she continued to do her homework on her powers, and the related matters. Preparing for a meeting she would need to have.