Chapter 3: Surprise…or not?

Disclaimer: Any and all marvel concepts or characters belong to MARVEL. This is a purely a fictitious story made for the enjoyment of others and not meant to copy any original idea.

A/N: Okay, whatever used to be here was nothing but a sloppy mess that we will never speak of again, EVER! If you are just coming upon this story please tell me how you came upon it. I read ALL of my REVIEWS and consider everything said in ALL of them. This whole typing without paragraphs thing is definitely stopping this chapter. I have edited this chapter from what it had originally contained. I have edited very KEY plot points so that some misconceptions you may have not noticed reading the first time. I am SINCERELY apologizing for the BS that is my English skills right now. At first this was just something to do for fun but now I like doing it a lot. I'll be spending a LOT more time with this story. ALL of you Spidey/Cat fans such as myself will be proud of this piece from here on out.

"Fatal…."

There was a long pause after that statement. Peter stood there for a moment before speaking plainly.

" and?" Anna, completely flabbergasted by his plain and unhindered remark yelled." WHAT DO YOU MEAN AND!? You will die."

Still unhindered by the statement Peter gave her a straight stare.

He motioned his hand expectantly. " Well?"

"What? Is dying just not surprising to you or something?"

"Yes, actually"

"Well, I don't know what to tell you then." Peter paced for a moment to think. "Well, is there a way where this won't kill me and Cat?"

"I may be able to assist with that sir." Out of the door came living brain. "From the security cameras of the interaction between you two and I have been able to surmise a solution. Please if you would please put attention to the desk display."

Living brain treaded over Peter's desk and accessed the camera feed. Peter and Anna approached the screen and listened. "From what I have gathered is that when the two of you made contact the DNA more attuned to the other became active. Any day now your powers will bloom but pain will course through your body as the two opposing DNA groups will fight for dominance."

Peter contemplated for a moment before speaking. "So how does this prevent either of us from dying exactly."

"The parts of the isotope would seek each other out if there were a way to transfer itself out of the bloodstream."

Anna was the first to suggest something. "So a blood transfusion"

"If they were the same blood type it would be easier, the amount of pain the two of you would be in is high."

Peter was not reassured however. "It's not like she would willingly submit to something like this."

"Well if PETER were to convince her to do this out of her own safety she may appreciate it. If she were to be approached by Spider-Man we both know she'd rip your head off."

Peter understood what she had meant and began to leave to start his search. He spoke before the elevator door closed. "Thanks Brain, Anna, I'll need you to hold down the fort for the day while I'm gone."

Felicia had been running her operations from a condo she had stolen from a couple. They had a small fortune locked away in a safe but it was child's play for her. Even after attaining it, she wanted more, she needed more and she would have more. She set her eyes on a diamond collection. For her it was the easiest to steal, after all diamonds are a girl's best friend. The diamonds were a generous donation from a wealthy benefactor. They donated them to fund some of the damage in the city. The diamonds would be in route to the auction where they would be sold. Before that however they would be in the benefactors vault in the meantime.

It was mid-day now and Felicia was preparing for the heist. She walked over to the mirror and didn't like what she saw. From her bust to her once stylish boots her old outfit was now a tattered mess. The white fur now graying due to the conditions it was kept while she was incarcerated. "I think it is time I updated my wardrobe" Felicia affirmed.

Back at Parker Industries a curious employee was expressing their thoughts on their latest project.

"Sir why did we make this suit and weapons again"

"Well if the Black Cat is going to be on the loose again we should understand her capabilities"

"But sir this equipment is by far better than she has been reported to have"

Peter needed to come up with a better excuse.

"Well, with this more effective equipment we can make better counter measures far beyond her capabilities no?"

"Ah, I see Mr. Parker genius as always sir. I have one question though. How did you know her exact measurements again?"

"I-I uh…umm. I-I've had ample contact with the convict before in past experiences."

"Hmmm, I see sir that answers most of my questions"

His employee began to hum innocently as she walked away.

"H-hey do not get any funny ideas missy!"

"Don't worry sir I understand COMPLETELY."

She laughed a bit and exited the lab.

Peter couldn't just let his past away from him it seemed. He was pondering a few things but was interrupted by the clacking of heels.

"Come back to reap from my shame?"

Felicia Hardy answered him instead.

"Hmmm something, like that."

Peter jumped up surprised. He wondered why his spider-sense didn't go off.

"You can't really be surprised I'm here. You make something like this for little ol' me. I couldn't just stay away. You really know how to charm a girl Mr. Parker."

"Ha ha, Felicia how would you even know this was here?"

"Well I didn't, I just came here for some toys and happened upon this."

She slowly approached the case. She grew some claws and carved open the display case.

"Oh come on, there is a release latch on the side there."

All she did was shrug and remove the outfit from the case. At first he assumed she was going to just leave but she began to undress. Peter blushed a little and turned around. "No shame huh?"

She huffed and spoke "Hmmf not like it isn't anything you haven't seen before, apparently."

Catching on to her words he tried to rebuke. "Eavesdropping being added to the list of other crimes you have now?"

"Not like I have anything to lose now, Peter. Now, how do I look?"

Peter turned to see his memory had not failed him at all. An all-black leather suit encompassed her beautiful figure. Around the torso was a form fitting cat suit that was partially backless, only the area behind the neck and near the dip of her back were covered. It was zipped down all the way past her navel. On the collar was a gaudy diamond jewel. The gloves she wore had holes in the nail tips for her claws. The lower half was of the suit hugged her legs perfectly. Black fur lined the lower half of the calves. A special belt wrapped around the waist of her body. There were no boots as to make room for her claws as well. Both the knuckles of her feet and hands were covered with pads with lights. These lights also appeared in select areas of the suit. The slow pitter patter of her bare feet drowned out all the noise around him as she grew near. His thoughts began to wander. 'oh god, those hips, the way they sashay toward me is just so hypnotic, those eyes just grab all of my attention and those lips look so….GAH get a hold of yourself man!'

As he gave a loud breadth of air he voiced his opinion. "I-It looks, verrry good on you." Almost stumbling on his words he continued. "H-how does it feel?

She went low in to a cat pouncing pose and leapt up to the top of the rafters. She elegantly jumped down then performed a few flips and summersaults. She ran toward him and performed a double back handspring into a split to finish. She looked up to see Peter holding up a piece of paper with a ten written on it with cat ears on the zero. As he helped her up she laughed heartily and kept her hands rested on his shoulders. He put a hand up to tell her he forgot something. He pulled a mask from his coat pocket. He held it up over her face and slowly put it on. The mask took the form of cat eyes at the center and the edges thinned on the sides of her upper forehead and lower cheekbones. "There we go, Puuurrrrrrfect…" he chimed in mock cat humor.

She cocked her head to the side and looked at him questioningly. "Flattery gets you everywhere, but don't copy me it's unbecoming."

He chuckled at the banter but noticed she did not mean the joke. He let her go and looked into the reflection of a blank monitor. His eyes were…CATLIKE. His Irises were now so thin you could barely see them as the sclera now composed most of the eye. He quickly backed away from the monitor. His hands suddenly began to cat grow hair. He quickly turned to see Felicia behind him….sniffing him.

"You know I can smell you now. You smell like cat….I like it"

"Felicia you need to listen to me the Isotope got into our systems. It's going to change us drastically."

She petted his hands playfully "Like this you mean"

"Yes, and it is very dangerous and you need to stay here so I can help you."

"It's not so bad I mean now you're like me." She came closer and pulled him into her face. She leaned in her mouth to his ear. "Besides maybe you can be Mr. Black Cat." She kissed him slowly and deviously nipped at his lip. She walked toward the wall and climbed up to an open window. She slyly smirked and spoke to him. "See you around Peter I have a Spider to catch" She leapt out the window to the rooftops outside.

Peter just sat there for a moment and took out a GPS tracking device. On the screen an icon of a tiny Black Cat was moving away.

He grinned slightly and walked away.

"At least she doesn't know what else that suit of hers can do."

Living brain had rolled out of the corridor to interrupt.

"She can however discover its hidden abilities"

"You know brain, for how smart you are, you do not know much about subtlety"

"I am a brain the moves around on treads Mr. Parker"

"Touché"

The next day started with news bulletin about a rich aristocrat in the City had been robbed of his famous diamond collection. Peter figured it would be Cat. Peter was astonished to hear reports of webs being found at the scene and Spider-Man was the number one culprit.

He was now concerned that her spider powers seemed to be coming out. Not a moment later a call came to his house through his secured line. When he picked up the phone it was Captain America on the line.

"Peter we need to have a meeting"

He climbed up to the Avengers Tower he went to the balcony door. Upon opening it to see a table with the members of the Avengers he saw when he awoke in the hospital. He approached the seat to left of him slowly. No one said a word as he made his way. He took off his mask when he sat down. Before he began to speak his vision blurred heavily. He could hear voices calling his name. The voices were getting fainter but he could tell they were calling him frantically. They began to fade from him and soon it was all gone.

Felicia awoke in her bed with the prize of her nights endeavors strewn around her. Admiring her work for only a moment she rose from the bed. The first thing she did was turn her television on to watch the news. To her astonishment the headline read: Avengers tower under siege by spider-man. The headline was followed by footage of the Avengers doing battle with a spider-man with what looked like fur and claws.

"Here I thought it would be hard to find you Spider" She thought to herself.

Setting her new gear provided by Parker Industries, she leapt from her balcony to the streets below. Before she would reach the ground she outstretched her hand to catch a pole to grab but found webs shot out from her wrist. In a moment of panic she ripped it from her wrist. She ungracefully smacked into the pole and began to plummet. She extended her hand and a web stuck to a building before she landed. She swung high and landed on both feet. She looked around to see if anyone saw her and came upon the eyes of a small boy and his mother staring from inside of the adjacent building. With an awkward wave she was off again now swinging from building to building. She may not be a good guy but she was damn sure not to let that fool leave the City defenseless.

At the Avengers tower everyone had become scattered into groups. As soon as Peter had fainted he had shot up with a dangerous glare. His eyes were now slit, fierce and searching for prey. Spider-woman was the first to approach him. She was met with a swing from his hand now having claws and fur. She narrowly dodged them and backed away. He jumped onto the ceiling and hung upside down looking at everyone.

Captain was the first to spring to action. He threw his shield to knock off Peter but he jumped down and slammed his palms onto the meeting table. A large web dispersed and began to cover the entire building. The last words before the room was swallowed whole were:" seal the area off now!"

A rain of debris and glass shards rained on Manhattan citizens, as a burst of webs could be seen spreading from the top room to almost halfway through the building.

Stark enabled the buildings systems to activate the shutters but spider-man was too quick. He had jumped onto the outside of the building before the shutters closed him out. Torch had been on his way already but he got in emergency call to contain spider-man to the tower. He could see him in mid-air and attempted to talk but after seeing his face gave that up. Peter had shot webs at Torch to stop him but torch took them head on and slammed into Peter forcefully pushing him back. They crashed straight through the shutters back into the tower. Torch made the mistake of killing his flames as soon as they landed Peter grabbed his midsection from behind and jumped up slamming Torch's back into the ceiling. Wolverine pounced on to Peter in mid-air to knock him off balance. With him on top he punched Peter in the face quickly knocking him out.

Everyone minus Torch surrounded them. Wolverine breathed with a sigh of relief and laughed. "Hah! got him!" Everyone's celebration was cut short due to the scream that came from Wolverine. He had been pierced in the stomach from the claws Peter plunged into it. In a fit of rage, Wolverine took out his claws and plunged them into Peter's shoulders. He responded with blasting a thick web from his palms effectively pushing him off. Peter used Wolverine's body as a swinging mace and swung him into a circle trying to hit everyone. Wolverine's body was stopped by the Captains shield, this prompted Thor to lunge at Peter. Thor apologized to Peter before smacking Peter in an uppercut with Mjolnir straight through the roof.

News teams in helicopters watching the scene were greeted with Peter's body bursting onto the ceiling. The remaining conscious Avengers appeared one after another on to the roof. Peter stood up slowly and took in his opposition. Lined up to stop him were Captain America, Thor, Stark, Spider-man and Reid Richards. They all looked in bewilderment of the condition of their young ally. Peter Parker covered in fur from head to toe, poised his body in a feline stance. They were lucky the camera crews in the helicopters were facing them from behind Peter lest they subject their comrade to his identity be discovered, although it was already hard to recognize him from the fur. But before anyone could charge they all halted by the sight that appeared behind Peter.

During the time Felicia was approaching the tower her body had begun to hurt slightly and stir in her back. The moment she reached a building adjacent from the tower her body screamed in pain and a tearing sound could be heard from her back. Her shadow now showed she had grown four long spiders like legs on her back. She mustered some strength to lunge onto the tower, her spider legs firmly grasping the building. She took off her mask to see her whole reflection. White spider legs sprouting from her back and her eyes now colored over just as a spider. In a horrid shudder she put her mask back on and began to climb the tower. The only thing going in her mind was the death of Spider-man. The pain reaching an all-time high once she was about to reach the roof when she had lost consciousness.

The Avengers were greeted with the sight of the Black Cat clad in a full black suit and white spider-legs. She held a very similar feral look to Spider-Man. Her eyes had lost all of its natural color, now substituted by nothing but green. To say they were shocked would have been an understatement. There was a brief pause before Black Cat rushed to strike Peter. He reacted by punching a hole in the roof. He was halfway down when he felt something grab his back. Black Cat had been at the top of the hole and web zipped his back. She leapt into the air dragging him out. She pulled hard and threw him into the other hole on the roof. The Avengers scattered away in time before Peter fell through. The two floors below the meeting room burst with smoke and debris from the impact. After watching Black Cat climb into the hole she created the Avengers slowly followed suit. Peter laid in a crater twice his size unconscious. Black Cat stood over his body. In a strange burst, Peter snapped open his feral eyes again and quickly web zipped himself up using Black Cats body to pull him up. She firmly planted the legs into the ground to balance herself. Peter and Black Cat suddenly opened their mouths where spider pincers appeared and in an abrupt both clamped down on each other's neck and a violent crunch gave sound.

In a weird fit both of their respective powers began to recede. As the claws, fur and cat eyes receded from Peter; the legs on Felicia began to recede into her back. Soon the violent twitching seized and both removed their Jaws from the other. In a slow haze the two began to regain consciousness. Felicia's vision returned to her to be greeted with the sight of Peter with a giant gash in his neck. They both mumbled questioningly before collapsing "Peter/Felicia?"

A/N: If anyone is having trouble imagining what the outfit looks like look up black cat from Spider-man: Shattered Dimensions. Do not fret my fans this installment is being accompanied by another BACK to BACK. So after to you read this please click to the next chapter and ENJOY.

As always READ, REVIEW, HATE IT, LOVE IT, FAVORITE IT, and FOLLOW IT.

P.S.: An explanation to my longer absence is in the next chapters beginning Authors Note.