A door opened and a middle-aged woman entered a room. "Felicia!" She called out.

No response.

She sighed. "Probably in the gym again."

She headed to another room. Not surprising, Her 21 years old daughter was working out in the gym.

Felicia did some impressive moves. Not surprising because she had practiced since she was 12 years old.

"Hey Mom," She said as she balanced herself on a pole with one hand, her body and legs straight and strong.

"So how was your day?"

"Fine." Felicia said. "How was work?"

Anastasia Hardy sighed. "Fine, except there was a theft."

"Theft?"

"Someone stole some devices from different projects." Hardy explained.

"Any idea who did it?" Felicia asked, feigning surprise.

"No, but security has been upgraded so we'll catch the thief if he returns."

"Or she." Felicia suggested.

Anastasia smiled. "Such imagination. Most criminals are not women."

"Whatever you say, Mom," Felicia shrugged. "Anything else."

"I guess not."

"Oh Mom, I'm going to be staying in my apartment for a few days."

"Fine, Anastasia sighed and left.

…..

That night, Felicia had finished adjusting her jumpsuit, she put on her boots and gloves. She then took her utility belt and put it around her waist. Felicia then grabbed the cat-eye mask and put it on and went to the mirror. The mask didn't cover much, but could still obscured her identity while allowing her blond hair to flow freely.

She then touched a device and she glowed. Her appearance was slightly different. Her hair looked white as snow and her appearance seem to have a different aura, giving her a different identity.

"Hologram's a nice touch." Felicia commented. "Now to the night will see the Black Cat."

….

The city was quiet. The moon was full. A cable fired and hit the upper part of a building. Then a figure swung through the air and landed onto a building's side.

"Well now it is time to test your luck." Black Cat commented as she took a device out of her belt and went inside.

Sneaking inside, she got past the defenses and got the wealth.

"You do know that doesn't belong to you, right?"

Black Cat turned and smiled at the figure hanging from the ceiling. "Spiderman. Come to cross paths with the Black Cat?"

"Black Cat? Is that what you call yourself?"

"While yes," She smirked, "because I control luck. Namely the bad kind." Spiderman jumped down the ceiling. "How about you come along and I'll take you to cops."

"Aren't you cute. I think I'll pass." The lovely felon turned to leave but Spiderman fired a web at her.

"Now along kitty." Spiderman said, approaching the young woman.

Standing with webbing wrapped around her, Black Cat smirked. "You must think you're so lucky."

"I don't know about that, but…" Spiderman started to say when suddenly light flashed, dazing the web swinger.

"You are very bright Spiderman," Black Cat teased. "But I'm brighter. Well got to go." She turned and ran while dropping a small capsule.

Spiderman recovered and started to run but stopped. "Spider sense tingling." He looked at the capsule on the floor that was hissing. "It's releasing something. The tingling mild. Probably not toxic."

He looked at the hall Black Cat had fled across amd considered his options. "Should take too long to go around it''. He took a deep breath and then ran across the hall, holding his breath.

He then reached the room. He saw the window opened and Black Cat swinging across the air, using some kind of cable.

He jumped out the window, firing a web line and swung after the colorful thief. Black Cat then landed on top of a building and stopped. She stood with her hands on her hips, waiting.

Spiderman landed on the building, eying the attractive thief. "Giving up?"

"Actually I'm just getting started," Black Cat said teasingly. "Want to dance?"

"Well I'll have you know I got moves," Spiderman retorted.

The two costumed humans circled each other. Spiderman fired a webbing, but Black Cat moved out of the way.

She jumped left and right and then a webbing caught her feet, causing her to fall. Looking at her stuck foot, she looked at Spiderman. "You just like to get me wrapped up in your work." She sneered.

"You're a really funny, lady." Spiderman said as he fired more webbing around her arms and torso. "Sorry, but I can't risk you trying to escape."

"No problem Spidey," Black Cat smiled. "But that won't improve your luck."

"We'll see about that." Spiderman said as he approached the attractive thief.

Suddenly his spider sense tingled as Black Cat swung her foot at him. He dodged the kick, but what surprised him was that the webbing that was suppose to constrict her had fallen into pieces and off her body.

"How!" Spiderman exclaimed as Black Cat ran at web swinger.

"You crossed my path." Black Cat said, charging at the retreating Web Swinger. "Now your luck has run out."

Spiderman tried to fire another webbing, but it vanished midair before touching Black Cat. Black Cat then gestured and sound waves spread out, giving Spiderman no chance of avoiding it.

Spiderman groaned and fell. Black Cat continued firing at him with her little gizmo. Then she went over to Spiderman's unmoving form.

"Well let's see," She purred, going over Spiderman's form. She then gestured, firing some kind of gas from her glove into his head "Can't risk you playing possum Spiderman. Now to see how cute you really are."

She reached for his mask and stopped. "Nah. But I have something to help you remember me by." She removed his gloves, her eyes widen. "So your webbing is technological. Interesting."

She removed the devices, smiling. "Souvenirs. Now a little present for you." She kissed Spiderman's left palm, leaving a lipstick marks. "Hope you enjoy it. Bye."

She then turned and left.

….

Black Cat entered a house and closed her door. She removed her mask and eyed her item. "Not bad for a first try."

She went to a room and put it out in display. Though attractive, what really pleased her was the rush she experienced tonight. "Nothing can stop the Black Cat. Not even Spiderman." Her lips twitched as she thought how cute he was.

...

Black Cat swung through the city. She then landed on top of a building. She did another robbery. Spiderman confronted her.

Knocking him out, she stood over him. "How to see who you are?" She pulled his mask off, her eyes widen. "Peter?" She exclaimed.

For a long time, she didn't do anything, just eyed the man behind the mask, slowly accepting that her idol was just a classmate at her school. She then put the mask back on and departed.

Spiderman slowly awoke and looked around.

….

Black Cat entered her house, removed her mask and sighed. "Peter," Her thoughts turned to Peter.

…

Class was over. Peter was exiting a classroom long with the other students.

"Peter!"

Peter turned in surprise. "Felicia?"

"Hi Peter," Felicia said. "I was wondering if we could talk."

"OK," Peter said, not sure what the bee queen of ESU wanted with him.

"Tonight, I want you to meet me at an apartment I own."

"Why."

"I need to talk to you about something private."

"Sorry, I can't.'' Peter said.

"Peter please," Felicia begged. "It is important."

"Fine." Peter relented.

"Excellent." Felicia exclaimed.

Peter sighed, wondering what he had gotten himself into.

….

Peter reached the apartment building and knocked on the door.

The door opened. "Hello Peter." Felicia smiled, clad in her daily clothes, a purple cardigan and a white mini skirt, leaving her feet bare.. "Come in."

Peter complied, looking around. "OK, so what was it, Felicia?"

Felicia grew tense. "I want to show you something, Peter."

Peter followed the young woman into another room and froze. It was a shrine dedicated to…Spiderman.

"You like it?" Felicia asked teasingly.

Peter stared at Felica in surprise. "You must really like Spiderman?"

"Well yeah," Felicia said awkwardly. "I find him very sexy. Too bad I can't date him."

"Yeah," Peter said.

"But you and Spiderman are close. I mean you do take pictures for him. So if you ever get to speak to him, can you tell him that I wish to see him?."

Peter sighed. "OK, I'll do it."

….

Peter got into his costume and dialed his phone. He waited.

"Hello, this is Felicia Hardy?"

"Hello, Felicia. I contacted Spiderman and he agreed to meet you."

"Really?" Felicia said excitedly. "When?"

"He'll meet you at your private apartment tonight."

"Thanks Peter. You're the best."

Peter smiled under his mask. "Till then." He hung up.

…..

Felicia was waiting in her room, anxious. Spiderman entered the room, unseen. Felicia turned, sensing something, but Spiderman had moved out of her range of vision.

Felicia took a deep breath and straightened her hair.

"I heard that you wanted to see a friendly neighborhood Spiderman?"

Felicia turned and saw Spiderman clinging to the ceiling, his pose spider like. Though his costume design, particularly the eyes were creepy, Felicia felt ecstasy.

"Spiderman." She smiled.

Spiderman let go of the ceiling, landing on his feet. "So I'm here."

"Come." Felicia led Spiderman into a room.

Spiderman froze, his mask hid his surprise. There were posters on the walls. And a clay statue. What really surprised Spiderman was the imagery.

"Miss Hardy, what is this? Why have you built a shrine to me?"

"I admire you, Spiderman. I hope…we can be friends."

Spiderman paused. "I am flattered Miss Hardy. But it's dangerous for me to have friends."

"I can take care of myself." Felicia said.

Spiderman looked at the shrine thoughtfully. "You really like me, don't you?"

"Yes." Felicia answered. "I admire you almost as much as I admire my father."

"Your father?"

Felicia sighed and sat in a chair. "My father was…he was special to me. Losing him was a terrible loss to me."

"I'm sorry Miss Hardy." Spiderman apologized. "May I ask what happened?"

Felicia considered that. "Please don't judge me."

"No, of course not."

"My father was a cat burglar called the Cat."

"You're kidding."

"You said you wouldn't judge me."

"Oh, sorry Miss Hardy. Please continue."

Felicia sighed. "I've always admired him and wanted to be like him. But I…I admire you. Will you give me a chance?"

Spiderman waited silently, his mind racing. "Very well."

"Felicia smiled. "Well I am opened two days from now. Can you see me then?"

"Depends," Spiderman said. "Remember, your average supervillain doesn't care about my social life."

"I understand." Felicia conceded.

….

Spiderman was in a warehouse, dodging shock blasts.

Just then Black Cat jumped in view. "Hello cushion head."

"Huh?" Shocker exclaimed. "Take this!" he fired, but Black Cat jumped out of the way.

Suddenly a webbing strand caught Shocker from behind and like a swing got flung into the air and smashed to the floor. Spiderman then fired some more webbing, ensuring that the criminal didn't get up.

"Well looks like you got him." Black Cat commented.

Spiderman eyed the Feline Felon suspiciously. "Alright, what's your game?"

"Just lending a paw."

Spiderman eyed the masked woman suspiciously. "Who are you?"

"In time," Black Cat said. "I think I'll be going on."

Spiderman fired a web, catching her arm. "Now come along Miss Kitty."

"Well aren't you charming," Black Cat commented teasingly. "I bet you treat all girls like this."

Spiderman hesitated but then composed himself. "Now come along and I won't be rough with you."

"Now is that any way to treat a girl who just helps you out?" The feline felon asked seductively.

Spiderman went closer to Black Cat, cautious, but still troubled by that question. "Why did you help me exactly?"

"Good question." Black Cat commented. "Maybe I enjoy messing with you. Maybe I'm a split personality and one is good and one is evil. Maybe Shocker has something of value I want to rip off. Or maybe I want to go straight."

"Right," Spiderman grumbled, though he was flummoxed and couldn't decide what Black Cat's motive really was.

Black Cat made a puppy dog pout. "Can't you let me go this one time?"

Spiderman considered that. "Fine. But if I catch you being a bad girl again, I will stop you."

"It's a date then."

"Don't push your luck, Cat." Spiderman warn as he freed his webbing from her arm.

"I'm a black cat. I make my own luck." She turned and ran off and jumped off the building, firing her cable and swinging to the next building.

"Hmm, she's something." Spiderman murmured. "Now to see if I can find her." He took out his tracker. "What?" He looked around himself and found his Spider Tracer. "She put it back on me."

….

Black Cat reached her room. With a sigh she removed her mask. "Well that was a fun night." She considered tomorrow. "Tomorrow, Spiderman and I will have a good time."

…..

A Month Later

Felicia Hardy and Peter Parker were hanging on inside a cafe.

"It's nice to enjoy ourselves without an emergency." Peter commented.

"Agreed." Felicia agreed and then sipped her drink. She then giggled.

"What?" Peter asked.

"Nothing," Felicia respond. "I'm just thinking of our first meeting."

Peter blushed slightly, recalling at least part of it. "Yeah, you were a regular black cat when you crossed my path."

"Very funny Parker." Felicia remarked, slightly annoyed with the description.

"You come a long way, Felicia," Peter assured his girlfriend.

Felicia smiled. Over a month ago, she was a cat burglar like her father, John Hardesky. She and Peter clashed in their costumed identities. But via strange set of circumstances, a bond had developed between them.

Felicia had turned her life around, becoming a crime fighter and aiding Peter against freaks like Doctor Octopus, the Scorpion, Shocker, to name a few. They kept their relationship at bay due to secrecy.

"Felicia, are you alright?" Peter asked.

"Huh?"

"You seemed distracted."

"Oh yeah," Felicia said. "Just remembering when you revealed your secret identity."

Peter grimaced. "That was very awkward."

"No kidding."

Flashback

In the penthouse, Spiderman faced Black Cat. "Well that was a rush," She said, going to Spiderman, her arms sensually wrapped around him. "Ready for a kiss Spidey."

"Actually I have something better," Spiderman said. "I'm ready to trust you with my secret."

Black Cat stared. "Are you serious?"

"Yes. Look, we can't do a relationship without trust and I believe I can trust you with my secret."

Black Cat looked thoughtful as Spiderman removed his mask, revealing himself as Peter Parker.

"So that's who you really are." Felicia said, trying to be casual.

"You don't seem surprise." Peter commented.

Black Cat hesitated. "Well…you see…"

"What?"

Black Cat sighed. "I already know who you are?"

"You do? Peter exclaimed in surprise. "How?"

Black Cat hesitated, embarrassed with her situation. ''As you know, we had many run ins where…I got the best of you."

"Yeah, your point being?"

"Well one of them I did unmask you.."

Spiderman stared at his girlfriend, trying to make sense of it. "And what happened exactly?"

"Well I always thought you were attractive Spiderman," Black Cat explained. "Even before our first encounter. At first I never touched your mask because I thought it was more fun to toy with you. Over time, I wanted to have a relationship with you and…well it wasn't easy. I thought learning who you are would…you know."

"Yeah," Peter said and then stopped. "Wait, are you…?"

Black Cat sighed. "Yes, Peter. I'm Felicia Hardy."

Peter eyed Black Cat. She resembled Felicia Hardy except she was slightly more build, her hair was white and...she acted very different from the Felicia Hardy he knew.

"How do you look so different?"

"It's a hologram. It disguises my appearance."

"Oh," Peter said, processing what he was told.

"I'm sorry for…you know," Black Cat stammered.

"It's OK, Black Cat," Peter said, despite his misgiving. "Since we're being honest, could you show yourself too, Felicia?"

"Sure." Black Cat took a small device from a compartment in her belt and clicked a button. Her imaged hazed and she looked like Felicia in a black suit and mask. She then removed the mask, revealing her true self. "The mask if real."

"Looks good on you." Peter commented.

Felicia smiled. "So are things alright between us?"

"Yes."

Felicia sighed in relief.

Flashback Ends

"I thought our relationship was going to end that night." Peter commented.

Felicia smiled. "Yeah. I was foolish Peter. I was in love with a mask, not the man."

"Glad we were able to get past that." Peter said.

….

"Bye Peter."

"Bye." Peter said, turning to leave.

Felicia turned back to her mother's mansion and entered it. She headed to her room and flopped on her bed, kicking her shoes off.

"We are quite a team." She said dreamily. "But I could be so much more."

Author Note: Well, even in the Spiderman TAS, Black Cat had some interest in Spiderman more than a friendship. Considering in this fiction there is no Mary Jane Watson, it shouldn't seem odd giving a relationship of love between Felicia Hardy and Peter Parker. But, this is not a romance, nor a superhero story.