Disclaimer: I own nothing

AN: Sorry if it feels a little long, had to make a clear view of wear Felicia's coming from.

The Other Side

Felicia Hardy the now former Black Cat had often looked back on that day five years ago and for the most part felt she had done the right thing.

"He loves her not me, why would love my children over hers" she often reminded herself.

She still remembered that day she found out she was pregnant, The shock was so great she almost passed out, after she had gotten her head on straight all she felt was shear and utter joy.

"This is it" she thought "he will finally be mine, he would never leave his children for anything" she devised.

Though she despised being second best, she knew as long he had Mary Jane Watson that's all she could be 'Number Two'.

"Not any more, from now on I'm right top now" she thought all those years ago

She almost laughed at how conceded she was back then, "guess being a mother make you realize the world does not just revolve around you" she reminded herself.

"Well I hope he is happy" she thought. In spite of everything she still loved him; after all he did give her the little ones and for that alone she would always have a place in her hart for him.

As she remembered that fateful day she almost cried, remembering that day five years ago. She remembered being overjoyed as she ran over to see Peter, knowing he was with MJ made it that sweeter. She ran with an almost high on the joy that she would finely have him all to herself (well mostly herself), and then the feeling sheer heartbreak as she watched Peter bend on one knee and ask Mary Jane to marry him. As much as that hurt her what truly broke her heart what said,

"I love you MJ, you're the only woman who I want to spend my life with, as well as the only woman who I want to start a family with"

That line made heart shattered, for her he might as well have said "I will never be with Felicia"

She watched from a distance as Peter slipped on the ring on tears pouring from her eyes, all she could do was run. In that one moment it felt like her whole world ended, as she ran in what felt like hours she started thinking of how dangerous the hero life was and how much it would place her kids in danger. She thought about how she would worry about him as she stay at home with the kids, how she would wonder if he finally bit off more than he could chew. All made her feel all the more depressed as she realized even if he did somehow even if he did leave MJ and runaway with her, she would never have a happy family life unless she had him hang-up the spandex and settle down with her. Of course his personal code would never allow him to do that.

Though she had forgotten she arrived there she stopped in fort of wear Peter lived. She remembered seeing Peter walk up to her, clearly full of himself from finally asking MJ to tie the knot. She realized if she told him about her "condition" now he might think it was just another trick, or that they might not be his, or he might even think that she was to selfish and deceiving to be a good mother and try to take custody of the child (or god forbid children). The thought of not losing her child was bad enough but to have another woman raising her child would be unbearable.

As she soon realized she did not want force him to be with her, she wanted him to be with her for her.

He looked shock see her there which was understandable, she always met him in costume. That day she was just a very shock, heartbroken, and torn Felicia Hardy.

"Maybe just maybe if I convince him right here and now he just might come with me" She thought, she knew that he did love her and he also tried to get her to "reform". So maybe if she could just convince him that this would make go straight he just might pick her.

She looked him right in the eye and said with all the passion and love she had left in her

"Peter I want you to stop being Spider Man just be sweet, kind, caring, and lovable Peter Parker. I want to start plain normal family with you, away from the worry of all this spandex BS, away from the worry your mask may someday be brought me by one of our friends. I want grow old with you Peter and wake every morning to you next to me. I want to send the days at some small time job just waiting return home to you, after you also had long day and lay in your arms until we both fall asleep from the day. I want to us to play with our kids in the park or just sit down some nights and watch a nice movie together"

She waited a second for Peter to take in all she had all ready said before continuing, the look on his face almost made her laugh.

"please Peter runaway me" she said as she reach out her hand, "please don't marry MJ, Peter I just can't lose you again. If you come with me I give up my life of crime and never go back. I swear on my father's grave I'll never go back, please Peter just take my hand and runaway with me. Let's just leave this all behind, go have a small wedding and start our family Peter"

He just looked at her stunned at all she said

After a brief pause he managed to say "I can't do that"

She began to cry as she realized she was too late. She would never have him, he would always be hers. What made it worse was she knew she only had herself to blame, and when all was said and done she wanted him to be happy. MJ could give him that life who was she keep him from him that.

"Goodbye Peter, have a happy life" she turned with a heavy heart and walked away. She prayed he would call out to her, beg her to not leave. She refused to turn back until he replied; she would not be the one to cave. As she turned the corner she felt like she would collapse, that was it; that's how her only meaningful relationship ended. No meaningful "I love you" or "please don't go"; just "I can't do that".

Somehow she made it back to her apartment and her bedroom. When she was next to her bed she fell on her side curled up in a ball and cried. Only childbirth could compare to the pain she felt that day. She just wanted to die, she never felt so alone. That night she cried herself to sleep; she had but forgot about the kids.

The next morning however she was awaken to one hell of a reminder, it felt like she had vomited her entire insides out that day. She had outright passed out when the sonogram showed two little figures on the screen. She had to laugh at the hormone hell she went those 9 months. She remembered all of her weird food carving, all the aches and pains, all the sore joints. There were days were she just wanted to run right down to Peter and MJ apartment, place her hands around Pater's neck and ring it out with all her might.

She still laughs the dreams she had of Peter dyeing in a number of comedic deaths

"Pregnancy it makes think the most evil things" she laughs

Though in spite of all the hardship she never once regretted having her 'little Ben and Mary'. Even childbirth was still something she would do all over again.

"I would do it all over again, as many times over" she said with the utmost pride as she remembered that oh so painful day, she remembered being alone in the labor room felling like she was going to be torn in half, she remembered damning Peter with all her might, but what she remember the most was being able to see her little bundles of joy. When she first held them she felt happier in that moment then she ever had stealing some priceless gem. When she first looked at her beautiful twins, she for the first time in her life shed tears not of pain, but of sheer joy. When she held them she felt like she had the world greatest treasure in her arms. When the nurse asked her the names of her new born she knew her son name without question, "Benjamin Walter Hardy" she said without hesitation, but when she thought of her daughter's name was at aloes, the only names she could think of were Mary and May. Before she could get a firmer grasp on reality (damn those pain meds) she said "Mary May Hardy". What shocked her was how right it sounded, as if it was meant to be.

As her mind returned to the percent she looked out the window of her high-rise condo she realized that it was a beautiful day out and it would be a shame spending it inside.

"BEN, MARY time to clean yourselves ups we're going to the park" she called to her kids who were in the indoor gym.

Felicia was very happy with where she lived; the large four story condo was simply beautiful. She had bought with the money she made on her last big score.

The first floor made up living space as well as the dining area, and was bigger than some houses, bearing 72" HD-TV with surround sound and decorated with high end hand carved black oak furnished with leather upholstery. In one corner of the room was the music area, it held her piano, guitar (a black Vector Korina), soprano saxophone and violin. Both of her kids were also learning to play the said interments, though they had their own smaller versions.

The kitchen of course had only the best restaurant quality appearances. Granite and stainless steel covered the area with both style and function. Through most would think being a rich girl means you can't cook, Felicia Hardy however was a damn good cook. One of favorite days of the week was when she and the kids made fresh cookie or baked a scratch cake.

The second floor was the gym/dojo it was mainly made up of acrobatic and martial art equipment. What remained was the kids play area which was also free running and Parkour equipment. A few wrestling mats covered a small square and what space remained was used for meditation. She found this area in particular to be a godsend after childbirth. The hours she spent in that room had allowed her to regain her former build, though with the addition of a larger (and oddly enough perkier) bust and bottom. Nowadays her and her kids used this area whenever the weather was not nice out or the days when she taught them a number of fighting styles. Though one might think teaching children so young how to fight was a bad thing, but Felicia knew that she was not away going to be around and wanted her kids to be able to protect themselves in a fight if need be. Though another thing she thought them was all her other little tricks which ranged from pick pocking to safecracking. She knew Peter would not like that but she found it to be very fun. She also schooled them in the fine arts and fashion, no child of hers would be out of style.

The third floor housed the bed rooms, 5 in all with a bath room in each room. Both kids shared a room which was right next to Felicia's. One of the rooms was her home office where she managed her fashion and fine arts business; there were two small flat screens with both an Xbox 360 and PS3 that the kids played while she worked. The remaining two rooms were unused but well furnished guests bedrooms.

The fifth and final floor was the sky deck and pool area, with a view that was simply breath taking. Sometime she would spend most of the day swimming with Ben and Mary. Other times she would just sit down with two little treasures and watch the sun set. All in all the only thing missing was Peter. As much as she knew she would never have him back she would still had dreams of him hold their kids smiling, telling her how she was his true love and all of that sappiness.

Even though one could spend their days on end in the condo, Felicia enjoyed taking the kids out to the park or movies. Especially since the twins were going to school in the fall. She often wondered if it was a good idea to let her babies leave her site. In these five years they had been her whole life, now she would be spending half the day away from them.

She had consider home school but realized that they need to spend time around other kids. I had seen what happened to the rich kids that never left the nest. There was no way she was letting her children become just other spoiled brat. It was because of this she had them share a room together. For the most part Benjamin and Mary got along very well. Even though they had a few friends they were each other's best friend, always together, never apart from one other for too long.

Though in spite of how close the three of them were she really felt sorry for her little Benny. Being the only boy in the house must have been hard at times. Though she was so proud of him, every time his sister had a nightmare he always held her and told it would be alright. Felicia herself had a number of nightmares and on those nights he would always come to her room bring his sister with him, barrow under her covers and tell her "don't cry mommie we here for you".

"He really does take after his father" she thought with a smile.

As she got ready for the park she had weird feeling. It was the kind of feeling one could get just before something bad would happen, it all most made her not want to go the park. Before she could decide otherwise Ben and Mary were ready to go and she decided to just ignore it.

Once they were at the park she relaxed and began to enjoy the weather as her pride and joys play on the playground. She never even saw Peter and MJ walk up to where she was sitting.

"Mind if we sit hears" asked a voice which almost made her scream. She turn her eye to see Peter and MJ along with a stroller that held a barely year old boy.

She began to tense up "what if they realize it is me" she thought "what will Peter do if he finds out about Ben and Mary" she followed up "I can't lose them their all I have" she continued

"Maybe I if I say no they'll go away… or they'll think something is up and get a better look at me"

Felicia felt like a deer caught in the headlights. She some managed to say "sure go right ahead". As Peter and MJ sat down she prayed that they would just leave her alone but before she could even relax, good old MJ said pride-fully

"Sorry for the late intro I'm Mary Jane Parker and this cutie is my husband Peter Parker"

"Great" she thought" this is just great, one minute I worried about how my beloved little ones are going to be in school. The next I'm facing the very past I hoped to never see again. Well maybe if I can just get them to not look at me to close they won't realize who I am"

With a slight stutter she manage to reply "please to meet you" she managed to barely move hoping that they might think she was shy or just not in the mode for talking. Sadly MJ gave her no such luck.

"You know when someone give out their names it consider good manners, to give your in return" said she with said with a suspicious tone

"Damn it" Felicia thought "have to get them to leave me alone, if they realize it's me I don't know what I'm going to do"

In an attempt to keep herself going into a panic she managed to say

"Please I'm just here to enjoy the weather with my little ones, can you please just leave me alone, please"

Before MJ could respond, the sound of two little girls came running right at them.

"Mommy my new fliend nams Mary like you and mies Felicia like her mommy funny huh"

Said a little redheaded girl with green eye who looked to be a year than her twin and had the same smile as her daughter.

"Oh no, why is this happening, WHY! I had my family they had theirs, why could we have never run into each other! Everything was going so well" she thought as her little silver hair, blue eyed gems walked up to her and said "mommie"

Behind her sunglasses she was on the verge of tears. Before she could even scan the area for escape routes, she heard the voice that she missed every so much in these past five years.

She hugged her little one tight as if it as the last time she would ever holed as Peter said

"Felicia"

well here is chapter two of my first fanfic. hope everyone injoys, the next chapter should be up in the next few days.