Today, we shall pay some homage to one of my favorite shows as a kid (and even now), The Spectacular Spider-Man. I can't believe they cancelled that show, there was so much more they could have done. Oh well. Anyways, we continue with the beat downs. I'd like to thank all of you for the support for this series, and I have received all of your suggestions. I'm currently finishing a Lizard one-shot, and I'm working chapters for Kraven, Morlun, Thousand, Rhino and others. I promise, I will not disappoint you guys.

Next in the rink, Chameleon-enjoy!

Chapter 3: Chameleon

The yacht's boarding was almost complete, but Mayor Bloomberg was still nervous. Looking up, he saw the two choppers-one NYPD, one SHIELD-flying overhead, scanning the piers and waters. On the pier, several squad cars were parked with a small army of police officers patrolling, keeping a close eye on the businessmen, politicians and rich folk boarding the yacht. So far, he hadn't appeared; that didn't mean anything. He had robbed three banks, a jewelry store and an armored car. The deputy mayor, the NYPD Commissioner, J. Jonah Jameson, businessmen and bankers, local politicians…hell, even SHIELD Commander Maria Hill had demanded his immediate capture.

And yet the Avengers and SHIELD Director Nick Fury maintained that Spider-Man was innocent.

Bloomberg wanted to believe it-after all, despite what Jameson and the Commissioner believed, the spider-themed vigilante had done a great deal of good for New York City, since before his time as mayor. Crime had been at greatly low levels for the last few years thanks to him. He truly wanted to believe Spider-Man was innocent.

Which was why he had readily agreed to the plan that Captain America had proposed to him to catch the "imposter."

"Mayor," Commissioner Kelly approached the man. "We're ready, I believe. Let's get you onboard before a certain arachnid decides to crash the party."

"I still don't want to believe it, Ray," Michael Bloomberg sighed heavily. "Spider-Man's done nothing but good for the last 12 years. It's hard to believe he's suddenly gone rogue."

"Believe it, Mayor," came the annoying drawl of the Daily Bugle's editor as he approached. "The Bugle's been going on for years about how the Webhead is a menace to society." Turning to Kelly, he went on to say, "I'm assuming you've taken the proper security arrangements."

"Officers all over the ship, Jameson," Kelly replied, finding himself to be greatly annoyed by this man. "And a SHIELD chopper is on standby, courtesy of Fury himself." With that, the commissioner boarded the yacht, followed by Jameson, seven officers and finally, the mayor. As the mayor boarded, he caught the eye of one particular officer already onboard. A young blonde woman with eyes blue as a cloudless sky; he gave her a nod, to which she nodded back and proceeded inside the boat.

'Along with some extra security detail,' Bloomberg thought to himself.

The yacht was now a good distance away from the shore line, and the party was at full blast. Bloomberg felt more at ease. About 25 cops were in this room alone, and more were all over the boat. He allowed himself to relax and let himself enjoy the party. He had spoken with a few of the businessmen and bankers, some politicians…he even conversed with some of the officers. The way everyone seemed to like him, he felt sure the election was in the bag.

Grabbing another drink to drown out Jameson, he turned to the young blond officer, and quickly felt uneasy. She was standing by the window, next to another cop, but unlike the other officer's relaxed figure, she seemed on edge. She was moving her eyes back and forth through the crowd, specifically at two individuals. Following her gaze, she saw why she looked so tense and edgy.

One of the waiters, while his other peers were serving various drinks to the guests, kept to serving only one beverage-cocoa-to the officers. A crew member had entered the room and not left for 25 minutes, which was unnerving being all crew members should've been doing something on board.

She was clearly suspicious alright, but nonetheless took the beverage the waiter gave her; it seemed she wasn't, however, going to drink it any time soon.

Despite his initial concern, Bloomberg was confident in the blonde officer, and felt sure he could count on her, so he returned his attention back to the party.

About 15 minutes later, the mayor began to speak up. "Thank you everyone for coming," Bloomberg began speaking. "You support means a lot to me and to the city. Up to now, we've been striving to ensure that this city and its people get the attention they deserve, their voices be heard and their communities ensured. With your continued support, the Bloomberg administration ensures that we can build a better tomorrow for our children, and for that I thank you for your being her tonight."

All of a sudden, the lights went out and gasps of surprise from the guests.

"As does your Friendly Neighborhood Spider-Thief!" Everyone gasped in surprise as the lights went back on, revealing the red & blue of Spider-Man.

"Stop him!" Commissioner Kelly yelled, pulling out a gun. The Spider-Man immediately fired a web at the man, sending him and his gun plummeting into the ground. All around, the guests began screaming in horror as they saw the other officers on the ground, out cold courtesy of the cocoa the waiter gave them.

All except one-the blonde officer by the window was still conscious, having never touched the drink. Unfortunately, she was clearly too shocked and surprised at what was happening before her that she didn't do anything. As such, the Spider-Man easily catapulted himself into her, slamming her into the reinforced glass window. "Only one who didn't get knocked out," he mused. "Can't have you trying to play hero!" He then webbed her up and left her at the window, shooting two webs into bags and flung them to the ground. "Ok, folks, you know the drill: FILL 'EM UP!"

*10 minutes later*

The Spider-Man kept an ever vigil eye on the people in the room. They feared him, trembling as they dumped their jewelry, money and other precious items into the bags. The two guys he had brought along were playing their parts nicely, informing him via their ear pieces of anything that might interfere with his plans. The guy dressed as the crew member was taking pictures with the camera installed in his glasses; soon, Spider-Man would be hated all over the city, soon even the Avengers would abandon and betray him, locking him away. Then his plan would be complete.

What concerned him a bit initially was the young blonde cop-she didn't drink the drugged cocoa the guy in the waiter getup gave her. But he had taken care of her, knocking the wind out of her and webbing him up with his web creations. She was no threat.

He noticed that the mayor was standing idly by the bag.

Bloomberg couldn't believe it. Spider-Man had somehow gotten on board-no, it couldn't be Spider-Man; but then how could he have taken out the Avenger so easily? Now, they all had to suffer, giving up their money and jewels lest the rogue hero/imposter hurt them. But how could he relinquish the ring his grandfather gave him when he was 17 years old?

"Your honor," the arachnid said deviously, landing next to him. "If you hold onto that ring too tight, I bite."

Wanting to live rather, Bloomberg reluctantly placed his ring in the bag, and walked back to where Jameson and Ray Kelly were. The commissioner had a skeptical look on his face.

"Ray?"

"He's too tall," Commissioner Kelly whispered. "Spider-Man once came to argue with me about locking up some Maggia…this isn't him; this guy's a fraud!" He quickly ran to the imposter, doing his best to be stealthy. Unfortunately, nobody knew that the waiter and crew member were in on this two. The waiter whispered to the imposter in his comm, warning him of the attack.

"My Spider-Sense is tingling!" the Spider-Man said as he swerved his body around to deliver a strong kick into Kelly's chest, sending him flying and crashing into a table on the other side of the room. Everyone began gasping and shrieking in a panic frenzy. "Yeah, folks!" the Spider-Man yelled, menacingly approaching some of the guests. "That's Spider strength right there! Everyone who ever thought it was all just lies and rumors, you think if I wasn't Spider-Man I could fake that?!"

"You know-actually, I do."

The voice came from the young blonde officer, who stood up, eyes glowing fiercely. With a pitiful snap, she easily broke free of the webbing that bound her.

"Especially with this pathetic excuse of webbing, you imposter," she snarled as she began glowing brightly. Her uniform began dissolving, and in its place a black one piece body suit with a lightning bolt lacing it appeared, with long leather boots, a sash and a mask. Before long, the young cop had disappeared-in her place stood the Avenger known as Ms. Marvel.

The imposter was NOT expecting this to happen. Currently, the only thought in his head at the moment was "Oh fuck fuck fuck fuck…."

"Alright, pal," the heroine said as she began floating over, her fists glowing. "The game's over. You can come quietly; if you do, I won't beat you senseless before handing you over to Spider-Man."

"What?!" the imposter said, deciding to turn this in his favor. "I AM SPIDER-MAN! I'm tired of you Avengers treating me like a second-rate sidekick all the time, the way you always treat me like dirt, never taking me seriously! It's time I got what I deserved for being the hero!"

"Oh you'll get what you deserve, jack ass," Carol snarled.

"You think I can't take you?! I've faced the Hulk and Juggernaut!"

"Yeah…Spider-Man did face those guys at some points in his career."

"Told you-I am Spider-Man!"

"Prove it: what did you get me for our three month anniversary?"

The entire room filled with silence, the guests and the imposter shocked and trying to make sense of what Ms. Marvel had just said. What did Spider-Man get Ms. Marvel for their three month anniversary? SPIDER-MAN & MS. MARVEL were a COUPLE?! Since when did THIS happen?!

That was exactly what the imposter was thinking, and he thought he had it figured out.

"Nothing," he smirked. "Because we never had a three month anniversary! C'mon, seriously, me and you? That'd never happen; you're too good for me and too high up there. See, I am the real Spider-Man."

"Wrong answer," Carol replied, blasting him into a table with a photon blast. "Now, how did you think Spider-Man's super strong Avenger girlfriend was going to react to you posing as him while he's recovering from a broken leg?"

"Posing!?" J. Jonah Jameson yelled out in fury. "You just caught him in the act, hero! He's a menace, like I've been saying for the last 12 years, for crying out-"

"Jameson, I'm about to beat the crap out of a criminal; you want to be next?"

That shut the man up.

"But-but, you and Spider-Man?! No way!" the imposter cried out. "NOW, BOYS!" Immediately, the waiter threw all his cocoa mugs on the ground, and a number of explosions rang out, causing every one of the guests to break out in a panic frenzy, running chaotically among the smoke. This allowed the imposter and his goons to make a break for it, gathering the bags of money and jewels and heading to the boat deck. Carol, however, wasn't letting them go that easy.

On the deck, the imposter Spider-Man got onto a speed boat docked by the yacht's side, and the goons threw him the bags, just as they were about to jump in, the yacht rumbled as Ms. Marvel burst out from the deck's floor, fists ablaze.

"NOT SO FAST!"

The speed boat immediately took off, leaving the waiter and crew man behind to deal with the heroine-deal with her meaning that they looked at the retreating boat, took one look at the heroine and dropped to their knees with hands on their heads.

"We surrender."

"Smart move," she replied as she knocked them both out, ensuring they don't try to escape later on. Right after, she flew off after the speed boat, not letting it out of her sight. She really wanted to beat this guy senseless. When she heard about it at first, she almost crushed Peter-then she remembered the Abomination had broken his leg and he was in the Tower's infirmary recovering from their fight with the Masters of Evil. When Cap and Fury came up with this plan, she immediately volunteered.

The imposter looked back, and seeing the heroine gaining on him, threw a bunch of grenades at her. Needless to say, Carol was unimpressed.

"Grenades?! Really?! I'm offended," the heroine yelled out, easily dodging the projectiles. Deciding to get this over with, she used her full speed and a split second later, she land on the speed boat. Apparently, the imposter had prepared.

"How about a taste of Spider Punch!" he screamed as he hit Carol with a powerful gauntlet that utilized kinetic energy to deliver powerful punches. Unfortunately for him, Ms. Marvel absorbed kinetic energy, and the blow did less than nothing to her.

"Ok that's just sad. First of all, Spider-Man sounds nothing like that!" Carol grabbed the gauntlet as the imposter tried to land a second hit. "Second, his quips & jokes are so much better than that!" She crushed the gauntlet in her fist as if it were a dried up leaf. "Third, I absorb kinetic energy, dumbass." She gave him a hard headbutt, knocking the imposter out cold. Dropping him on the floor, she blasted the boat's controls, effectively rendering it useless as it slowly stopped.

Carol grabbed the imposter and pulled off his mask. "SHIELD Chopper 9, this is Ms. Marvel," she spoke into her ear piece. "I have the subject. It turns out the Chameleon has been posing as Spider-Man." She stared at the villain's white face mask.

"Understood, Ms. Marvel," the pilot of the SHIELD chopper over the pier replied. "We'll be on the pier waiting for drop off."

"YOU HEARD ME, A RETRACTION!" Jameson yelled in his phone. What Carol heard him say next, that no one else could due to her superhuman hearing, made her chuckle. "But on page 42…in four point font." Guess you can't win them all, she told herself.

"Mayor Bloomberg," Ms. Marvel said as she walked up to him. "I'm…well, I'm sorry about your campaign party being ruined back there," she said with a sheepish smile.

"Not to worry, ma'am," the mayor replied with a smile. "I want to thank you-Spider-Man's been a beacon of hope for this city for 12 years. He's done a great service and is one of the best people I've met. Thank you for helping me remember that."

"Well…you're welcome, your honor," the heroine replied. "All in a day's work, I guess; well have a good evening." As she made to fly back to Avengers Tower to report the mission as a success, the Mayor asked her a question.

"Um, Ms. Marvel-I'm curious as to know…what DID Spider-Man get you for your three month anniversary?"

"He got me this beautiful necklace, and it was engraved with the words 'World's Most Marvelous Woman,' with my lightning bolt insignia on it…it was amazing, you'd have to see it to know what I mean," Carol replied with her luminous smile.

"I imagine so, ma'am. I wish the best of luck to you both, even if you've been going at it for quite a while now."

"Almost a year, but thank you," the heroine said. And with that, seeing the SHIELD chopper take off with the Chameleon and his henchmen to the Raft, she flew off into the night.

xxxxxxxxxxxxxx

For those not native to NYC or the States, or for those who don't know, Bloomberg is our current mayor, which'll change in a few weeks, and Ray Kelly is the city's police commissioner, the guy who supports the stop-&-frisk. I always figured that Kelly would kind of be against a vigilante roaming his city.

And yes, I twisted a bit the "Spectacular Spider-Man" episode where Spidey met Chameleon, just replaced him with Carol :)

So, liked it? Anything I can improve on? I always welcome feedback and your reviews are always appreciated.

On another note, "Marvelous & Amazing" has launched! Check it out! "Love & War" launches next week.

Next villain coming soon. 'Til next time readers :)