***

Spider-man landed on a ledge outside Anastasia's office. He heard her weeping and burst through the window expecting a battle royal. Instead, he saw an old woman with blond hair on the floor of the office. She startled at the sight of him and screamed.

"Relax Ms H, what's the problem I heard there was an alarm."

"Octavius you've missed him, he took my daughter."

"Felicia why, what did he want with her."

"A high-pressure container used to hold gaseous materials."

"What did he want it for."

"I don't know, I just wanted Felicia back and was willing to do anything to make that happen."

"You gave a guy who is thirty-one flavors of crazy, the means to disperse noxious or volatile gas."

"He promised me that he would release Felicia unharmed."

"And he lied to you, I'm shocked."

"Don't judge me, I doubt you have a family or understand the sacrifices one must make for their protection."

"Felicia is in more danger now then when she was just a hostage. I don't get it what does this guy have on you."

"It doesn't matter and I don't want you getting involved."

"What, I'm not sure I follow."

"He swore he would hurt her if I sent the police after them, If Felicia is safe then nothing else matters."

"Ms Hardy maybe your learning curve is a little steep so let me bring you up to speed. You are asking me to trust a man who recently caused a mass riot on a school campus to cover his escape, who kidnapped your daughter to get materials he could steal anywhere. Who is planning to use those materials to build a bio chemical weapon that will unleash mass insanity on the streets."

"I just want her back, please if anything happens to my daughter I don't know what I will do."

" I'll save your daughter, while I am at it maybe you could think about if the secret you're keeping from her is worth all the lives in danger tonight because you allowed Dr. Octopus to blackmail you."

***

Felicia struggled against the bonds Octavius had used to secure her. The doctor noticed her struggles only peripherally. "You struggles are quite useless those bonds aren't going to break anytime soon.

"My mother said you were warped but I never dreamed you went in for this kind of sicko behavior."

I assure you I am well beyond being a sicko as you so quaintly refer to it. I want justice, justice for the opportunities I was robbed of by your mother, by preening fools like Connors and by manipulative scum like Norman Osborne." He continued adjusting the container he had brought to the roof of the Oscorp building. "As for your mother, she is far from the staid conservative social butterfly she pretends to be."

"If you're going to rant about my mother, the ball busting business bitch, I've heard it all before from people I respect a lot more then you."

"You should ask your mother where she acquired that business acumen."

"Presumably the same place most people do. If your so threatened by a strong woman why ask to work with mother in the first place."

"Your mother sought me out hoping I could unlock the secrets she gained from your father's discoveries. I used the opportunity to insure my own long term comfort but your mother saw my work with Osborne and his Greek chorus as a threat to her dominance over me. She actually claimed that the harness I invented was her property. Lawyers tricks and slight-of -hand that's her stock and trade."

Felicia stopped struggling for a moment as Octavius' words made an impact. "What discoveries, my father was no scientist. He was a business man and not that great at it so mom says."

"Your father was no scientist, that is true but even so his accidental discovery made your family the wealth it enjoys today and brought me into your life." Octavius paused and thought for a moment, "I owe your family much Ms Hardy. I think it is very fitting that you are sharing this moment with me."

***

DeWolf looked at Carter sitting across the desk. "You've talked to all my witnesses and you have been to all the crime scenes. I even hear you were interrogating a couple of second string street thugs."

Your point?" the weary agent asked as she sank deeper into the visitors chair

My point is unless your are really on the wrong track you are holding out on me and this goes beyond classified information. There are policemen risking their lives to clean this mess up you owe them some idea of what's going on. Who is Octavius and why do your want him so bad."

Carter looked at the woman in front of her and sighed heavily. "Octavius is not the problem, he is part of the problem."

Explain."

A few years ago, a thief stole a painting from the Latverian embassy. On the surface, it was worthless but weeks later, the American government was contacted by the thief who offered us the painting in exchange for the safety of his family. The head of the agency made the thief going into hiding part of the deal."

What was so important about this painting?

It contained plans for what was thought to be a new chemical energy formula. By the time, we found out what it really was it was too late and the government had given the contract to produce the chemical to a small company.

What was the chemical?

A performance enhancing drug."

Oscorp

Octavius, Connors, the rest of the people we have been trying to talk to all had contact with the original formula and we need to know who was exposed to it and how much exposure they had.'

"So if this thief stole the plans why not ask him who he gave the plans to before turning himself in."

"Because we already know who he shared the plans with. The problem is that they gave Octavius access those plans and Octavius was always a little unstable. Now after his accident he has gone completely loony tunes."

What did you find out."

He stole plans from Connors for a chemical derivative that can enhance the fear response in the brain of any human exposed to the chemical.

"A fear gas?"

"Something like that. Now we have proof that Octavius broke into the remains of Oscorp labs and stole files relating to an airborne delivery system. If he had a container, something to expulse the gas over a wide radius, the chaos on the Columbia University campus would be like a slow hazing week in comparison and this would be across the whole city."

"Total wide spread madness "

"Now you see why we have been trying to keep this under wraps."

"Danmit you idiots have just signed our death warrants."

"What"

"He goes after Osborne, he breaks into the ruins of the lab he worked in. He assaults the man who he blames for his loss of professional standing and he causes chaos on the campus where that happened. He is going after those he blames for the crap in his life and naturally that would make only one useful target."

DeWolf snatched up a telephone and dialed a number. "I want a couple of black and whites at the Hardy Foundation building."

"Of course detective, we were already taking care of it. How did you find out about it."

"What are you talking about?"

"Old Lady Hardy just called us to say that Octavius had just been there."

"Shit, how long ago"

"Ten minutes, we are just rolling apparently some one sighted Spider-Man headed toward the Oscorp tower."

"How is he involved in this."

"Building security saw him leaving not too long ago."

DeWolf hung up with a curse. "You know that impossible scenario you were hoping you'd never need you had better tell me what it is."

"Is this the spandex civilian."

He is going after Octavius and Octavius was just at Hardy Foundation. A place where they do energy research involving volatile gases and chemicals.

Carter cursed "the airborne delivery system where are they."

"My people have them heading for the Oscorp tower. It big and tall and with the prevailing winds today he could hit every square inch of land between here and New Jersey."

***

Doctor Octopus put the finishing adjustments on the canister. He looked over at the struggling Felicia "Would you care to make a contribution to science Ms. Hardy. It would only be a moment I need to confirm the mix of the chemical batch is correct."

"Stay away from me you freak."

"Sticks and stones Ms Hardy, a lady of your breeding should be able to control her emotions much better." He rose from the canister and stalked across the roof toward the woman. "You are about to join the annals of history as the first test subject. I hope for better results then on the campus. The gas wore off entirely too quickly and chaos was too contained. That interfering wall crawling menace spoiled my experiment."

Felicia rolled away from the advancing madman "leave me alone."

"You're being over dramatic. This wont hurt at all. At least, I shall be quite safe I assure you."

"I wouldn't that confidant if I were you Doc" the voice drifted across the roof and Felicia. Eyes lit up as she spotted her rescuer

Octavius whirled around. Spider-man crouched on the roofs edge

"You, I saw you at the campus as I made my escape why must you interfere in my business."

"Oh, I don't know I think it's the way you megalomaniacs construct these elaborate revenge schemes that just demands that you get in their face about it."

Octavius reached with one tentacle over to the canister. "With one push of a button I can unleash hell on this city."

Push that switch and I will break you arms all six of them.

You haven't the ability to take me down. Insect, your lesson in humility is long over due.

As is your appointment with Jenny Craig." Spider-man mused cocking his head to one side as though observing Octavius' hefty build.

Felicia snickered. An enraged Doctor Octopus turned on her, reached out with his arms to ensnare her, and brought her close to him. "Stop laughing at me I am your superior and will have…" Spider-man used the brief seconds distraction to bounce across the roof and smack Doc Ock sending him spinning backwards. He fell to the roof and Spider-man ran to Felicia and freed her. Doctor Octopus picked himself off the ground. Felicia ran toward the roof entrance Spider-man not far behind. "Get to the ground level and call the police if they aren't there already."

"What about you/"

"Don't worry about me I deal with raving lunatics every other Thursday."

Felicia fled through the door. One of the doctor's tentacles reached out and slapped it closed.

"The great Spider-man running from a fight. Where is that young punk who follows you around. I'm sure the people of New York would love to see you cowering before the awesome intellect of Doctor Octopus." Spider-man had never been planning to run. He paused and looked at Octavius.

"Wow Otto, you are insane. I mean the light from sanity isn't shining on your little planet anymore is it?"

"Shut up, shut up, I am a genius. You have done this to me. All of you are all to blame." Dr. Octopus lashed out at the webbed one who skipped along the rooftop avoiding the thrashing metal arms as best he could.

***

Felicia ran out into the street. Police cars had set up a wall of force around the Oscorp building. A trench coated officer stepped forward and motioned her away from the building.

"Spider-man's still up there with that freak. "

The officer ran with her back to the crowd of police. "Spider-man's upstairs with Octavius and the bomb see if you can get close."

"He said he was going to set the bomb off if he was interfered with."

"Yeah we know but Spider-man and he are mixing it up as we speak maybe if Spider-Man can keep the doc distracted we can get close to the device and neutralize it."

***

Spider-man was thrown backward into one of the chimneys on the roof. He fought the siren call of blissful unconsciousness. Staying ahead of the crazed doctor was getting harder. He was exhausted but the Doctor was hardly moving at all his metal arms providing all the menace that was required.

"You can not dodge me forever, insect."

"I'm not doing such a bad job now." The web head yelled as he back flipped away from Otto's thrashing arms. "Course an idea would be good right about now." He thought to himself. This always seemed so much easier in the comic books." He flipped over a stone chimney and landed wrong. Stumbling he reached a hand to steady himself and felt through his gloves the cold metal of the arms of Octavius. Instantly the arm curled around his wrist and tossed him high into the air. Spider-man cried out as he was belted across the roof to land in a heap next to the canister he reached up grabbing for the top to pull himself vertical. However, even as he rose his spider-sense screeched a warning to which his aching, bruised body had no time to react. The arms slammed into him and pinned him to the roof.

"Get away from that." Octavius screamed he marched toward the web slinger evening as the octopus arms shoved him further toward the edge of the roof. "That is mine, product of my genius. Connors was going to waste this discovery. Imagine the power to destroy the very restraints that make us civilized and he was going to destroy what he had found." He reached for the canister tapping a button release on the top Spider-man heard the canister beep plaintively as it began its hellish countdown.

"Otto listen to me. You have to stop this. Millions will suffer, and for what? Your revenge? None of those people down there ever harmed you. They don't deserve to have their lives stripped away for your hurt pride and arrogance."

"My arrogance, Connors and Stillwell were content to fool around with their vermin experiments. Warren was too busy chasing co-eds around the classroom to realize the power we could have controlled. The things that could be unleashed."

"You're no better. Your so blinded by hate and envy you'll plunge a city into chaos for nothing." Spider-man spit at him as he struggled against the arms pinning his shoulders to the rooftop.

"No, not for nothing. When this is over the name of Octavius will live forever." Otto paused and raised two of his metal arms above his head. Spider-man saw Octavius' intent was to bash his head through the roof.

"You'll go down in history as another Mengele, because you want credit for creating a chemical that turns men into monsters"

"The enhancer will elevate mankind to god-hood. My genius made that possible." The arms raced toward his head. Spider-man flipped his feet up catching the arms on the soles. Then bracing himself, he pulled Octavius forward causing the man to sprawl on the blacktop. Hopping off the ground, Spider-man fired a webshot at the demented scientists face. Octavius screamed as webbing blinded him.

His arms thrashed the air again but this time Spider-man was prepared. He leapt into the midst of the writhing mass of tentacle. Landing on one arm, he slid down the length. His arm was already cocked back to punch at Dr. Octopus when the man tore his glasses from his eyes freeing them so he could see. Otto was racked backwards by the blow.

"You want to be famous, fine you'll be the biggest load on two legs I ever beat into unconsciousness." Spider-man kicked and punched at the man driving him backward to lie on the ground, arms waving in the air.

"No, you can't defeat me. I am superior…" screamed Otto as he made one more attempt to grab at Spider-man and throw him off but the web spinner would not be denied.

He caught the arms as they came at him. "Really Doc, well then, let's even my chances just a tad shall we." He hissed as he braced his foot on Otto's broad back and pulled as hard as proportionate spider strength would allow. There was a tearing noise and Otto screamed high and clear. The arms came ripping free of the housing on Octavius' back. Gathering the mass of squirming metal in his arms, he threw them across the roof leaving Dr. Octopus empty of the weapons that had given him his nickname.

He dropped the defeated man to the roof and walked toward the bomb still counting down to the release of its ghastly cargo. He wondered how he could defeat the thing. Could he get it to the street in time for the police to defuse it? It was doubtful That meant he'd have to do something here and now. He only barely registered that one of the arms had landed close to the bomb. He was stepping over it when the arm twitched and tried to grab at him. He instinctively jumped and the arm lashed out striking the chimney he had crashed into earlier.

The chimney ripped loose from the roof. Spider-man hopped to the edge of the roof and fired a web line downward. The line snagged the falling chunk of stone slowing it and sending the block crashing to the side of the building. Spider-man tuned and grasped the flailing severed arm and beat it against a wall before hurling it over the roof. The defeated doctor moaned piteously and flailed on the ground. Spying the bomb he snatched it up and read the indicator. The bomb would empty its payload in seconds. He turned and ran across the roof. He leapt over the side of the building lashing out with a web line to secure himself to the side of the building. His rapid fall slowed and finally stopped. Kicking in the window, he landed in one of the labs. "Gas, leaking gas how do I stop - yes" he spotted a container of liquid nitrogen sitting on the floor he hauled the heavy container over to the super coolant.

***

"Secure the area danmit." DeWolf screamed to a Sargent. She watched as the action on the roof quieted. "What's going on up there?" She asked to anyone listening. Someone started talking on a CB and relaying her request for information. There was a moment when the crowd parted and she saw the boy. He couldn't have been more then five. She actually watched with a part of her mind that she was not aware of as the boy stepped from the crowd, eyes gleaming, fixed on the chuck of masonry hanging from the side of the building. She went back to asking for confirmation that the fight was over and asking where the bomb was.

The boy was closer now arms outstretched toward the hanging block of stone. She saw this all and was about to ask someone why they weren't grabbing the kid when blocks of stone broke loose from the hanging chimney. Then there was just the sound of a heart beating. DeWolf started to run. The space separating her from the child was vast and yet she covered it. In the last second before contact, she realized that there was no place to shove the child and her forward momentum wouldn't allow her to pull the child backward to safety.

***

Leaking gas, seconds left, have to super cool the container, stop the gas reacting with air." Spider-man looked around for a hose and dispenser. There was none. Where was the hose? He heard a dread beeping coming from the bomb shouldering the liquid nitrogen he pointed it at the bomb and used his hand to snap the top off the cover of the tank. A stream of high-pressure liquid blasted from the tube and coated the bomb turning it in an instant from a chemical weapon into postmodern sculpture. The tube heaved at his aching arms and shoulder but his spider strength persisted. He planted his feet and refused to either release the tube or be shoved backwards by the force of the liquid coolant streaming from it. What seemed like hours later but was only a minute the tube breathed it's last and the coolant was completely expelled.

***

She leapt forward tackling the child. Her arms enfolded the boy and bore his body to the ground even as her back muscles braced for the impact she knew was coming. The first stones fell like sledgehammer blows across her back. Painful pounding that she sensed meant that ribs were cracking. Then more pounding and she knew that her spine had broken. She thought about screaming but the air had been forced from her lungs. The blows on her back continued to fall for a few seconds longer and somewhere around the last two or three she realized that the child was still squirming underneath her. Almost at the same time, she lost the ability to feel anything from the neck downward

***

Spider-man looked at the block of ice sitting in front of him and smiled grimly at it. He secured a web harness to the whole thing and hauled it on to his back, groaning under the weight. He carried the mess down the hall. He decided to take the elevator to the ground floor and as the elevator doors opened he as humming the tune to "Whistle while You Work."

The elevator opened on the lobby and Spider-Man walked out into the glare of TV cameras. The crowd was quiet and he assumed it was because they were wondering if they were all going to suffer the effects of mind-bending gas. "One deadly noxious chemical bomb neutralized by your Friendly Neighborhood Spider-Man." He held up the webbed up container layered with frost. The crowd was still silent and he stopped did I miss something?" several police moved forward and took the webbed up package from him carrying it toward a truck that had CDC stenciled on the side. One of the police pointed toward a stretcher that was being carried toward an idling ambulance. " After you caught the chimney some of it broke away. DeWolf jumped on top of a kid and saved his life but she was hurt bad."

In that second he saw DeWolf being carried toward the ambulance, he was suddenly climbing into the back. DeWolf looked bad. She looked small under the sheet and he reached out hesitantly and grasped her hand. "Jean … Jean wake up. You're going to be ok, you hear me. You're going to pull through this."

Her eyes fluttered open and a smile crossed her bruised face. "You usually lie much better then that."

"Stay quiet, they are going to get you to the hospital." Peter grasped her hand and watched the driver tear through mid town traffic as though the devil was at his heels …or death.

"I can't feel my legs and the fact that I can hear my hand bones cracking in your grasp even though I can't feel it tells me that I have lost feeling above the waist as well. Not the best out look even if I'm no doctor." Peter looked down and saw that indeed his hands were crushing DeWolf's. He cursed and released her hand. "Relax I can't feel it anyway."

"Jean I am so sorry I should have been there."

"I am assuming since the city is not in chaos that you saved us from Doc Ock's little toy."

Peter nodded and DeWolf seemed to relax "then everything else is just drama. It's too bad that blowhard you work for is going to rack you over the coals for this."

"You're delirious Jean, Parker is the working stiff not me."

"You dummy, I am a detective, I detect. As in, use clues and hints to construct facts. Relax, judging from how dark everything is getting I'd say your secret is pretty safe with me."

Peter grasped her hand "I'm so sorry about this Jean."

"You're crushing my hand again, I can hear It." she looked at him and seemed to focus past the mask. "Christ, I feel sorry for the girlfriend, you are going to be a mess after I am gone."

This is my fault I should have been more careful."

"If you give up the mask because of what happened here today I will come back and kick your ass. Besides you look good in black."

Peter looked down at himself. He was covered in soot. The dust made the costume look dark. He looked back at DeWolf to correct her mistake but her eyes were closed. He started calling to the drivers of the ambulance one of who came back and started working on her again. He was saying something about her having slipped into a coma but like Jean, Spider-man was well beyond listening. Unlike Jean however, he was not at peace in the place to which his mind drifted.

***

The hearse carrying the coffin pulled out on to the main street. It moved toward a burial site with all the grandeur that it deserved. The NYPD were laying one of their own to rest. Doves released from the church bell tower soared above the street carrying the fallen one to her final resting-place. In the crowd headed toward the burial site, many that had been helped by the officer walked solemnly. Among them, head bowed in sorrow walked Peter beside him stood Mary Jane and Ben Urich. She glanced at him seeing the soulless look in his eyes. She clutched him tighter to her and they walked as one.

The service had been grand with the chief standing up and giving a eulogy praising her dedication and bravery. Members of the family stood up and recalled the little girl who had fought against every convention "including the bonehead members of her own clan" to become the best cop on the force. Peter listened miserably and her condemnation was in every silent moment, in every prayer and in every remembrance. At one point though during his speech her brother looking as though he was operating on no sleep said as though speaking to right to him. "A lot of people in this town are going to be up in arms about the way my sister died. Let me assure you that I am one of those people. Nevertheless, one thing she did tell me once was that she wished that every person in the city would show the bravery to get involved and make a difference. She was not fan of vigilantism but she believed that if men and women were willing to defend their right to live in a better, safer city. It made it easier for her to do her job and she loved her job."

MJ squeezed Peter's hand because sometimes deeds speak louder then words . . .

***

A few days later at a press conference the medical examiner was clearer cut but less condemning. "There is no evidence that Spider-man either knew or could have known what was happening outside the building so the finding of accidental death while in the line of duty stands."

There was outcry from cameras and press covering that press conference. The ME listened to tumult for a few seconds and then held up his hand. "The other finding I want to make public concerns the report of the EPA. I won't bore you with the dry stuff but they are very clear. The use of super coolant to contain and neutralize the gas prevented a disastrous leak that could have harmed the city. Dr Octavius apparently got the mix of the chemical he stole wrong. The batch he created would have killed those nearest to the release site. Spider-man's quick thinking may have saved us all. Therefore, I will go on record as thanking him for being there. Now if your will excuse me gentlemen." He pushed away from the mike ending the conference."

Ben looked over at Peter who was still miserable. "Peter relax, Spider-man will be back. Everyone who means anything knows that what happened to Jeanine wasn't his fault."

"All he had to do was pull the chimney back up on top of the roof or lower it to the ground and none of us would be talking about this right now."

"For what I have seen of that report Spider-Man barely managed to stop the gas from releasing in time. If he had stopped to make sure the chimney was either on the roof or on the ground we might all be crazy or dead right now."

The two men walked out to the busy street. Ben started hailing a cab back downtown when Peter heard a cry. He looked up and Felicia was waving them down and smiling."

"Well Parker, you look properly depressed."

Ben answered for him. "He's still worried about the web-slinger. No one's seen him for days. Parker is worried his career as a super hero photographer is over."

"I know you have heard this before Parker, but Spider-Man did everything he could have and more."

"Thanks Felicia, how is Harry I meant to thank him. The surveillance video he had of the roof top really made things easier on Spider-man proving his innocence."

"Yes and he won't even tell me how he got those pictures. The last time I heard the roof didn't have that kind of camera coverage."

"How is your mom?" Ben asked

"Mother is taking some time off with my blessing this whole experience has been difficult on all of us." She muttered bitterly. Peter made a mental note to ask Harry what was going on. Felicia was not finished. "Incidentally Parker I want you to deliver this message to your little web spinning friend the next time you get a shot of him." She handed Peter a slip of paper, and then she turned on her heel, and headed toward a car where a driver was waiting for her. He was about to stop her when Ben piped up. "That lady has some severe issues."

Peter looked at the reporter "You think all women are nuts. You have said so on several occasions."

"There are exceptions, Mary Jane would be a perfect example."

"Please, your admiration of MJ is based solely on the fact that she's an über-hottie and you wonder what Fustian Bargain I struck so that camera geek gets a piece of that."

"Very true Parker, but she is still a spectacularly stable individual."

"I know, she's been leaning on me lately to start working again."

"I agree with her you were a good photographer long before Spider-man came along."

"How do you know the first time you saw a picture of mine it was of Spider-Man."

"And since then my respect for you has grown by leaps now let get going I want to file this story. And you have to go prowling."

"What, why me?"

"Parker, Spider-man is smart he will eventually figure out that the one thing Jean DeWolf wanted more then anything was for the city to be safe and when that happens you have to be there."

***

The city was still in mourning. There was a light rain that dusted the city and Spider-man swung through it. He couldn't figure out if he was punishing himself by web slinging through the light rain. He was wearing darker colored threads. He had dyed one of his costumes black and white, mostly black. In minutes, he was landing on the balcony of the condominium Felicia usually shared with her mother. She stepped out on the landing. She was dressed in work out sweats underneath a silk housedress.

"Parker mentioned you wanted to see me."

"Been a busy few days, how are you holding up." she asked.

Spider-man made a vague dismissive gesture. "It'll be ok, I just need a few days of activity and things should improve."

"I like the new look, is this just for a period of mourning or is the black a permanent change."

"A friend told me I look good in black. I thought the outfit should reflect that."

"I know you've heard this before but you did everything you could."

Spider-man looked at her. "You're right I have heard that one before."

She stepped close to him and hugged him tight. "I asked you here because I wanted to thank you for rescuing me and for always being there, When you're needed." She pulled him in closer and slowly pulled his mask up halfway exposing his lips. She kissed him the warmth of her mouth felt like a living thing. His mind fell away for a moment trapped in the severe bliss contained in that one single moment. A part of his mind wondered where she had learned to kiss like that and another wondered if Harry knew that she kissed this passionately. He backed off and she raised her hand to cradle the half of his face she could see. "This is ok right, I mean, you don't mind being kissed do you?"

"No, when it happens I love it."

"Good" she smiled slyly and leaned in quickly fastening her lips onto his for another mind emptying moment. He might have stayed that way except this time he heard her moan and her body pressed more urgently against his. He pulled back. "I'm sorry I can't do this."

"Parker said you don't have anyone. I assume he knows you at least that well."

"I don't have anyone, not because I can't, but because it's not safe. Someday some punk or bad guys like Doc Ock or The Goblin could get lucky. If someone ever learned who the man behind the mask is, everyone close to me could be in danger."

"I know what I am doing. You don't have anything in your life but this relentless fight. Why not give someone a chance to help you feel again."

Peter startled at how much like MJ she sounded at that point. He felt guilt rush in a numb all the parts of him that had been set on fire by those kisses. "What about Harry, I thought you two were…"

"Harry is wrapped up in his business. Maybe Peter is too blind to see but I can. Harry is trying to live up to the image of his father and after dealing with my mother, I already know where that road leads." She pulled away and hugged herself.

Peter wanted so much to make this not a rejection of her but the sensible thing to do. "You have to understand Ms. Hardy there are risks that I take by putting on the mask. Everyone accepts the danger that chooses this life." Pulling his mask back into place, Spider-Man hopped on top of the railing.

Felicia held out a hand to stop him before he swung away. "One thing, what is it like… out there with the wind and the dark."

"Like it's the only place in the world where the rules don't matter and I can do anything I want. At least it used to - maybe it'll be like that again someday." He back flipped into the darkness and soon Felicia heard the sound of him web slinging away.

She held her arms around her body holding the heat close to her. He was right of course. Felicia Hardy had money, influence and power. None of these things had ever fulfilled her. She took the night into her lungs once more then wondered back into the condominium. She looked at the pile of clothes on the bed. Leather cat suit, a half mask, a utility belt, gloves and boots. All were custom made and sized to fit her. Felicia Hardy would never fit into Spider-Man's world, because in Spider-man's world the first thing you had to give up was your identity. She held the suit up to her body and looked in the mirror at the stranger looking back at her.

***

As you can see the image recognition software works perfectly. The probes can find Spider-man just like they can find anyone else."

Harry Osborne looked at the tape and watched as the wall crawler embraced and kissed Felicia.

"Alright Smythe, you have my interest I want you to work on improving this technology and another thing you tell nobody what you saw here tonight, nobody."

"Absolutely Mr. Osborne you will see many returns for the money you invest in the project."

"Alaistair, I have every confidence in you. Now if you will excuse me I have much work to do." Harry pushed the man out of his office and walked back to the monitor. He watched the tape repeatedly and eventually decided that Peter probably had no clue what was going on. "So super powers and the loyalty of my best friend isn't enough. I think it's time someone taught you a lesson in humility." Harry snapped off the monitor and sat in the darkness. It was strange really, in the dark he saw with greater clarity then ever before. He knew exactly what he needed to do.

***

Peter put the final touches on the suit. Now he had two, the traditional red and blue, and a black and white one. People would get used to both looks. He tried very hard not to think about the taste of Felicia's mouth on his or the guilt still nagging at his heart. The telephone rang and he picked it up. It was Mary Jane's agent. He called for her and she grabbed the telephone. She talked for a minute growing more animated with each passing second. Then she screamed loudly, slammed the telephone down, and began punching the air repeatedly.

"Can I assume that was good news."

"The best news, I got an acting job."

"What kind of job."

"A movie of the week, except they think it will be a mini series."

"That's fantastic, what's it called."

"Vintage Justice: The Jean DeWolf story. Filming starts in a few days and I have the lead role. I'm playing Jean."

A thousand emotions warred across his face but, in the end, the hero responded as only he could have. "Jean would have been honored. Congratulations baby."

*The End*