A/N - Welcome back to Marvel's Spider-Man 3 everyone! I hope everyone is doing well and that you have all been looking forward to this chapter. In the last chapter, we learned that Felicia is out to get revenge on Harry for killing her father. What will Peter do once he realizes Walter has been murdered? How will Felicia deal with her demons is the biggest question. PLEASE ENJOY

Chapter 12

Felicia gasped as she felt her wrists were tied tightly to a cold metal pipe digging into her back. She tried to escape from her bonds but it was no use, she felt herself getting sweaty with the amount of effort she was putting into her escape.

"Oh no no no, you are not leaving already are you?" Hissed a voice that Felicia knew so well.

Felicia quickly turned her head and faced the direction the voice came from. Out from the shadows stepped the thing she hated most, Harry also known as Venom.

"Hello again Felicia, did you miss me?" Harry said with his now usual distorted voice.

Felicia tried to react by slapping him but she got pulled back by her restraints. This made Harry laugh, a very deep laugh that made Felicia's skin crawl. She avoided looking at this ugly creature in front of her as it started to walk around looking at its clawed hands, the same claws that...

Felicia quickly shook her head trying to not focus on that memory. She looked up and saw Harry staring at her but she could now see his face instead of the creature's face that was taunting her previously. She stared at Harry's face with the utmost hatred she could muster, causing the deranged psycho to laugh with glee.

"How is Daddy? " Harry asked simply as he got in Felicia's face.

This turned out to be a mistake on Harry's part, Felicia headbutted him in the nose hurting her own head in the process but it brought her satisfaction watching Harry hold his nose in pain. She watched as he let out an angry retort and swore repeatedly under his breath before finally returning his attention to her.

"What I should say is Peter? Last time I checked I had pretty much killed him " Harry ran one of his sharp claws against Felicia's cheek as she tried to avert her gaze from his. He forced her to look at him and gave her a small smirk before standing again.

"You are not going to talk? Well, maybe you will talk to Peter.." Harry said casually and walked from the room.

A couple of minutes pass before Felicia hears the door bang open again and she looked up to see Harry throwing someone into the room with her. The figure landed on the ground with a thud and was now clearly visible in the light of the room. Felicia wanted to cry out as she saw Peter lying beside her in his red and blue Spider-Man suit. However, this suit was cut all over and had blood gushing from under the mask. Felicia watched as Harry grabbed Peter's head and slammed it into the hard floor. This caused Felicia to scream out in anguish.

"Leave him alone! I will kill you!" Felicia screamed

Felicia continued to scream until Harry brought Peter's face close to hers so she was looking into his damaged white lenses. She watched as Harry lifted the mask from his face and she felt herself gasp at the sight that met her. Peter's face was pretty much damaged everywhere, his nose was broken, along with his jaw and what looked like his orbital bone.

"Aww, what's wrong Black Cat? Are you not interested in the Spider now that he is close to death? "Harry whispered as he forced Peter to look Felicia in the eye. She could tell he was still alive and was rather impressed that he has managed to keep the feeling of pain to himself instead of crying out.

Felicia just ignored Harry and leaned her forehead against Peter's. She noticed he winced in pain slightly but he kept his head on hers. She wanted to get him out of here but she didn't know how.. she felt so helpless.

"I love you so much " Peter whispered to her, she was about to reply when Harry grabbed Peter's head with both hands.

"Time to die Pete.."

Felicia watched as Harry began to twist Peter's neck.

CRACK!

Felicia screamed as she awoke from one of the worst nightmares she has ever had. She quickly turned her head and saw that Peter was lying beside her fast asleep. He was looking better every day from his injuries. Felicia watched his chest rise every time he let out a breath and was thankful he was there and was safe. She was about to get up when she heard a gentle knock on the bedroom door. She turned her head and saw MJ standing there with a worried look on her face.

"Are you okay? "Asked MJ "I heard you scream"

Felicia nodded her head slowly "Yeah just had a bad dream"

"Do you want to talk about it?" Asked MJ as she sat next to Felicia and noticed how sweaty she looked.

"I have to tell you something but I think it's best I tell both you and Peter at the same time, I don't want to say it twice. "Felicia's bottom lip quivered and she felt MJ wrap her arms around her.

"Hey, it's okay, whenever you are ready. First, we need to get you cleaned up, you are kinda sweaty. "MJ said with a small smile.

Felicia nodded her head and stood with her redheaded friend, They both left the bedroom and walked into the bathroom. Felicia ran the cold water from the tap and quickly started to wipe her face off all the sweat that had built up. She looked into the mirror and saw MJ was standing there with a change of clothes and a towel. She must have gone back to the bedroom when I was washing my face thought Felicia. She turned and took the towel and clothes from MJ.

"I think a nice hot shower will do you good, might help settle your nerves a bit," MJ said softly

"Yeah, I think that's a good idea. " Felicia watched as MJ began to leave to give her privacy. "Hey MJ, thanks for everything, I really appreciate it. "

MJ turned to her and gave her a smile " You are welcome, besides, Pete has always been my best friend, now you are one of them as well "

Felicia smiled for the first time that day before she closed the door behind MJ and started the shower.

While Felicia was showering, MJ walked back into the bedroom to check on Pete. She sat on the edge of Felicia's side of the bed and looked at his now healing face. His healing abilities never ceased to amaze her. She looked out at the New York skyline through the window in the bedroom. She saw that it was getting closer to dawn and she was due in the office today but she wasn't going to leave until she knew Felicia was going to be okay. Maybe she should try and get ahold of her father to come to keep her company.

She heard a groan beside her and turned to see Peter trying to sit up on the bed. She quickly plopped his back up with two pillows and he gave her a painful smile as thanks. She looked at him as he looked beside him and didn't see Felicia. She saw the panic cross his face but was quick to reassure him.

"She is in the shower, she had a bad dream not long before you woke up. " MJ said softly

Peter nodded his head but a look of worry now replaced the look of panic. "Did she say anything about this dream?" Peter said with a deep tired voice.

"No, but she said she was going to tell us when you had woken up "

Both of them heard the bathroom door open and they watched as a towel-clad Felicia stepped into the room again. She stopped in her tracks as she saw Peter was now up and awake. Without giving a damn if her towel slipped she quickly walked over to Peter and crawled into the bed and rested herself firmly in his arms, he let out a wince of pain but held her tightly against his chest. Peter leaned her head back to kiss her on the forehead but noticed the tears were pouring down her cheeks like a waterfall.

"Hey hey hey, what's wrong Felicia?" Peter asked with worry.

Felicia let out a deep breath as the tears continued to come " It's my dad.." Felicia couldn't continue because she let outa sob and buried her face into Peter's neck.

Felicia felt Peter run his hands down her long blonde hair trying to comfort her. "What has happened to your dad love?" He asked softly with worry in his voice.

"Harry.. he " Felicia was trying to get herself under control. " Harry killed my dad "

Felicia again broke down and buried herself into Peter's neck while Peter and MJ shared a shocked look with each other before they went into full comfort mode.

"Is that why you had a bad dream?" asked MJ softly as she ran her hand down Felicia's back.

"Kinda but instead of my dad, it was Peter in the dream... Harry had somehow captured me and he made me watch as he beat you nearly to death. "Felicia shuddered as images of that dream came flooding back. "I woke up as he was killing you.."

Peter tightened his hold on her as she continued to stroke her hair, knowing that this is one of the things that gives her comfort. After a couple of minutes, Peter held her face in both hands as he spoke to her.

"I promise you that Harry is not going to get away with this.." Said Peter with conviction, Felicia nodded slightly as Peter wiped the tears from her cheek.

"Harry will answer for what he has done " Agreed MJ as she continued to rub Felicia's back.

"Harry Osborn is going to pay for what he has done to me and my family. he isn't getting away with killing my father and nearly killing my boyfriend.. I have to fill you both in on some stuff but I'd rather be alone with Pete right now if you don't mind MJ?" Asked Felicia softly as she looked at the redhead.

MJ gave her a small nod and hugged her before she got up and left the room, leaving the couple alone. Felicia turned and lay against Peter, just really wanting to get some more sleep before the real action begins.

"I love you " Felicia whispered to Peter, she felt him squeeze her slightly.

"I love you too " He replied

A/N - Well guys what do you all think? I hope you all enjoyed this chapter, this one may have not advanced the plot too much but I felt it was important to give Felicia's feelings the spotlight a bit more. The dream sequence was tough to write for many reasons and I hope it still meets the teen rating but we shall see. I would like to say thank you for the continued support and I hope the wait was worth it. I will see you all again soon.

As always please fav and review, it really helps out, I couldn't continue this story without all of your amazing support on the first story and this one, I cant believe we are nearly halfway through!