AN: This chapter is a little shorter than the last one. Forgive me. I wanted to get something out for you all after the positive response, but have not yet finished creating the story boards for this tale. So I took this opportunity to do some world and history building to establish context. To highlander348, those are good questions. This is my own Spider-Man in an alternate universe outside the 616 continuity. This Spider-Man does not have organic webbing, but the MK III. Spider Armor comes with large bore web shooters designed to take down stronger villains that Spider-Man must deal with, such as Rhino. Black Cat will have all of her regular theft equipment, and athletic skill from the comics, but I am unsure if she will have her 'probability manipulation' (dumb luck) powers. If I need to create a miraculous solution to an impossible situation, they may come up.

Chapter 2

Peter woke up in the morning as the sun began to reflect of the buildings in the city. Though his bedroom was still in the shadow of larger buildings, the body heat that was emanating off Felicia was enough to keep him warm. He slowly had to extricate himself from her unconscious sleeping grip. Though last night was fun for Peter, he needed to get back to work, and the smell of sex did not present the best image when coming back to work after a few days of not showing up.

Peter grabbed a set out a change of clothes to get into and went and took a quick shower. The hot water, soap, and shampoo went a long wash to washing of the funk of the last few days, mostly from last night. After drying off, Peter went back into the bedroom to change, thankful that Felicia was still asleep. While Peter cared for the woman deeply, she was insatiable at some points, and it had the tendency to interfere with life sometimes. Not that it wasn't fun.

Freshly dressed in jeans and a red tee shirt, Peter when downstairs for a breakfast of cereal with milk. He pulled out his Horizon smartphone and his Avengers Identity Card to check both of his work e-mails. He wasn't surprised to see that co-workers from both sides were asking where he went. He sent an e-mail to Max Modell, his boss at Horizon Labs, explaining that he spent the past few days working at home on a 'Black Box' project. Luckily Peter kept a few partially finished projects around to bring in to work that people didn't know about. To The Avengers, Peter sent an e-mail explaining that he had been drafted into an interdimensional fight against aliens that wanted to exterminate all Spiders. That would make sense to them.

Just as he was finishing up his bowl of cereal, Felicia came down dressed in one of Peter's button down office shirts that was only partial buttoned. She was walking in a seductive manner clearly indicating she wanted to continue last night's activities. "Why didn't you wake me?" Felicia asked in what was a barely innocent manner.

"Uh…you needed sleep?" Peter clumsily suggested, silently cursing her for distracting him.

"You're right, I do need to spend more time in bed. So should you" She said as she wrapped her arms around his shoulders.

"I would love to, but I have to go to work and prove that I'm still alive." Peter said urgently, extricating himself from her embrace.

"Are you suuuure?" asked the white haired seductress with an upward inflection at the end.

"Uh…Yes." Peter said with hardly any confidence. He made his way to the door, and picked up two bags. One was a duffle bag with his Spider Armor, the other was a small bag with a prototype hyper efficient battery based off ARC reactor technology, one of the many 'excuses' that Peter kept around in the event he needed to explain an absence from work after the fact. "I'll be back at like…um…later." he said in a rush as he bolted out the door.

After he left, Felicia stared at the empty space in front of the door with a frown on her face. "Only stuttering and pauses while speaking. I'm losing my touch." she said with some concern.


Peter Parker walked into work at Horizon Labs with a big smile on his face. Being surrounded by technology and the ability for him to create and advance new technologies was what he had dreamed of doing since he was in high school. Being able to do this, and put his fist into the face of bad guys, was a dream come true for him. The only thing that got in the way was his super alter ego, or his mild mannered one depending on what was going on in his life.

Scientists, researchers, engineers and technicians walked by him a nodded in greeting. Everyone knew that he was one of the few people who was working in the advanced development labs. Some of the people at horizon called it the Magic Kingdom because of the loose rules and seemingly limitless funding that Max Modell put into that department. It really set no limits on what could and could not be accomplished.

Peter walked into his lab and set his duffle bag down in the corner, and set the battery on the table and pulled out a chalk board with more complex math than ninety-nine percent of humans could understand. Shortly afterward Max Modell came in. He was a large man, standing at about six feet with a large waistline. The other immediately obvious feature about him was the bright red hair on his head and face, making up a ponytail, and a mustache and goatee.

"Mr. Parker. What have you been up to these past couple of days?" Max said with his trademark enthusiasm.

"Private project." Peter said as though it explained everything.

"I'm sure that you could have worked here on it. Why do you think we give you guys Black Boxes to put stuff in?" Max asked.

"You remember my first day here?" Peter asked. The first day Peter worked for Horizon, there was an incident that Spider-Man needed to solve, and Peter didn't have time to get dressed into normal cloths, so the entire lab found him blasting music in his underwear as a cover, claiming that it was more comfortable to work in.

"Yes, of course. Quite memorable."

""Yeah, even underwear was too constricting for this project. Didn't need anyone seeing too much of me." Peter lied, hoping that Max would take the bait.

"Ah, well…I appreciate your consideration. But I know that after you take these strange sudden disappearances, you sometimes have new things to show me. That or you've been having Spider-Man field test some of our inventions and have the results."

"Nothing too exciting. Just a battery that should give Stark Technologies a run for their money." Peter said indicating the battery on the table.

"Ah. Well the uses are obvious, but why did you need to leave for this project?" Max asked with curiosity.

"All I had to do was outsmart Tony Stark." Peter said with under stated sarcasm.

"Ahhhh." Max responded with understanding. "Well it's good to have you back. I'll be around later to see what else you have going on."

Peter spent the next few hours making a report to describe how the battery worked, and doing some theoretical equations to possibly increase the rate at which cells divide in a petri dish, allowing for more experiments in various fields. As he slowly began to realize that he needed to brush up on his organic chemistry to complete this project, there was a knock at the door to his lab.

"Come in." Peter shouted without taking his eyes off of the chalkboard.

Felicia pranced in, wearing office attire that was both somehow conservative and sexy. Peter was too engrossed in his work to notice this though as she came up behind him, and kissed him on the cheek.

"Whatcha' workin' on?" She asked.

"I am trying to increase the rate of cellular division in Petri dishes at an exponential rate." Peter explained absent mindedly.

"Mmmm. Talk nerdy to me." Felicia said playfully, while she embraced him from behind.

"Felicia, I know there are many things that you love about me. Me explaining biology isn't one of them." Parker said.

"Mmmm. Depends of what about biology we're talking about." Felicia said in the same playful tone as one of her hands made its way to Peters belt buckle.

"Not at work." He said suddenly, his focus all on her while grabbing her wrist gently. He knew what game she was trying to play.

"But that one time…" she whispered softly into his ear.

"Was one time, and we were changing out of costume." Peter argued. The hero and scientist always forgot that his girlfriend got …eager like this whenever he left unannounced for a few days.

"So all I have to do is set off an alarm and get you into your outfit." She deduced.

"Not what I meant. Why are you here?" he asked hoping to draw her mind away from sex.

"Well even though we spent a lot of time together last night, we didn't do a whole lot of talking, and I wanted to hear what you have been up to. So I was going to get you to take me out to lunch." Felicia explained honestly.

Peter let out a breath, and was thankful that it was somewhat more innocent than it originally seemed. At that moment, another knock came from the door of his lab. "Come in." Peter shouted, thanking whatever deity was looking over him at the moment. Felicia cursed them.

Max walked in to see what was going on. "Ah, Felicia. What a surprise. How are you?" he asked with genuine kindness.

"Very good Max. Thank you for asking." She said as she let go of Peter and walked over to kiss the large man on the cheek. "I'm just here to take him out to lunch." jerking her thumb to indicate Peter.

"Seems like with him working from home, you would have had plenty of time to do that." Max analyzed.

"Oh you know how Peter gets when he's working. Especially when he is in that little attire and he won't pay any attention to me." Felicia said sounding scorned. She knew that the average excuse was when Peter needed to explain an absence from work was he was working naked at home.

"Yes. I could see how that would be frustrating to a young and vivacious woman such as yourself." Max said sympathetically.

"It's okay. Peter would have been here yesterday morning, but I kept him pinned to the bed for a while after he finished with whatever he was working on." she said with a sly grin. "C'mon Peter. You know that I hate to be kept waiting." She said as she walked out of the lab. Peter turned around and he and Max both watched her leave.

"My boy, if I were thirty years younger, you weren't in the picture, and I didn't prefer the company of the male gender, I would try stealing that woman from you." Max said earnestly.

"Don't even need to be younger, Max. You could just use the line 'I own a multi-billion dollar technology company'. She would have payed plenty of attention to you." Peter said.

"How did you to meet again?"

"We kept crossing paths while I worked at the Daily Bugle." Peter said, which was partially true. They first met when Peter was photographing himself as Spider-Man when he first started foiling Black Cat's theft attempts. Peter also met with Felicia when he was photographing some human interest pieces. Eventually after a few weeks of subtle flirting in both roles, Peter managed to figure out Felicia and Black Cat were the same person.

Max grinned. "Peter, you are a brilliant scientist and engineer. But whatever you do, don't let that women get away from you."

"So you're telling me to take a long lunch then?" Peter suggested.

"Fine, but that battery better be ready by the end of the week." Max said as a friendly warning.

"Will do Max." Peter said reassuringly. The battery was ready now, so that meant that he could take it easy this week at Horizon and put in more patrols as Spider-Man. So long as he remembered to actually show Max the battery by the end of the week. It occurred to Peter that it might be a challenge the way Felicia was trying to get his attention these past few hours. And her attempts were succeeding.

AN: Don't Worry. Things start to kick up in the next chapter. In the mean time, please review, and let me know what you liked.