Felicia Hardy gets the opportunity to attend Empire State University, but only after tragedy strikes. She knew her mother wasn't getting better, but she had planned on waiting until the spring to attend college, wishing to stay with her mother. It's the middle of July, after three days in the hospital, when Mrs. Hardy dies peacefully, in her sleep.

Her funeral is small, and only a few relatives and some of her mothers friends attend.

Felicia immediately knows she has to move out of her Queens apartment, and she pleads with admissions to be allowed in during the fall semester.

She moves into ESU that August, she likes her roommate enough. She even meets a boy. He's nothing in comparison to her masked crush, and like most of the things in Felicia Hardy's life, it leaves her with disappointment. They're dating for almost two months when he hits her during an argument. She forgives him, and believes it wont happen again.

She leaves the next time, but he finds her a few days later. He's drunk and tries manages to get two hits in, and a few tugs at her clothing before he's yanked off of her. Peter Parker, the boy from high school is standing there, and she can't quit crying. She keeps crying, and he stands there, awkwardly holding her.

"Peter!" She hears the barely recognizable voice of Gwen Stacy calling him. "Peter?!"

"I'm down here." He calls, and she comes running to the scene. Felicia doesn't see her through her tears, but she knows that voice.

When she's calmed down enough to speak she says she can find her way back to her dorm, she's embarressed. Peter and Gwen protest, but she demands to walk herself.

Felicia refuses to ever feel that helpless again.

She takes more self defense classes than she can count. She even begins to teach one. She grows stronger everyday, and she refuses to feel helpless again.

The Black Cat wasn't originally supposed to be a thief. She was supposed to be a hero, someone who keeps people safe. Someone like Spiderman.

She's good all summer. She helps people, she makes sure women get home safely, she tries so hard to make sure no one gets hurt. She doesn't wear a costume, she's still Felicia Hardy.

That August when school lets back in she sees Peter Parker for the first time again. Apparently him and Gwen are still on/off like high school, and he's with a girl from his work, Betty Brant.

Peter sits next to her in Sociology. They don't talk about what happened.

It's when Felicia finds out that her father died that she realizes she wants to follow in his footsteps. The Black Cat is born.

She steals everything she wants. Diamonds, money, cars, everything glamorous she's ever thought about but couldn't afford.

She steals because she can.

And like that Felicia Hardy is living the lifestyle of a celebrity. She hangs out with up and comming musicians, and actors. She's surronded by lavish things, and pushes all the bad memories to the back of her head.

She can't push the masked man to the back, though. She longs to see him, but she supposes the costume keeps her real identity secret.

The first time she sees him she's carefully clawing at the glass between her and the diamond. Slides down from the ceiling, upside down of course, and grabs her hand. "Spiderman what a surprise." She says, but it's more like a purr.

Felicia can play bad, she can play sexy.

He doesn't reply though, and he doesn't let get hand go. "Cat got your tongue?" She leans in close to his face.

"Leave."

"And if I don't?"

"I don't want to fight, Black Cat. That's what you're calling yourself, right?"

"That is what I'm calling myself." She smirks, hiding her excitement that he's here.

"Let it go." He demands.

"I don't think so?" She shakes her head.

It's swift, and almost surprising how fast she's on the ground. "Black Cat? You seem more like a newborn kitten." He laughs. "Go shoplift a convenient store, and leave the big things to the real thieves."

She's up and now has Spidey pinned to the ground. "Didn't anyone ever tell you Black Cats bring bad luck, Spiderman?"

He's got the lea, then she has the lead, then he has the lead, then they're both refraining from exhaustion, then she runs before he can catch her.

Two days later Peter Parker asks where she got her bruise from, and Felicia thinks nothing of it. She suspects he's worried she has a new boyfriend.

He doesn't push it though, and she doesn't see him again until the next week.

The Black Cat does see Spiderman again though. Felicia grows confident as the Black Cat, and dives further into the characteristics she's assigned to the criminal. Sneaky, seductive, sassy.

It's like a game of cat and mouse, but they change roles frequently. The Black Cat thinks it's fun, Spiderman finds it a hassle.

"Oh, Spider, I'm so happy to see you hear." She smirks as he appears in front of her. "Could you give me a boost?" She nods to the safe that is on the wall.

"Cat, what a pleasant surprise. How long will you drag on this game?

"I have nine lives, it will be a while."

"Who do you work for?"

"Myself."

"No, who is it? Kingpin? Doc Oc?"

"Myself. This is all for me." She shakes her bag filled with jewelry. He pushes her quickly to the wall, and he has her too tight for her to move.

"Let's see who it's really for." He plays with her mask that surrounds her eyes.

"Don't." She says, genuinely concerned that he will see who she is. That he will be so repulsed he'll never come near her again. "Please, no."

He removes it anyway. "Just as I suspected." He lets her go. "Felicia Hardy, I wish this was a surprise. I thought we settled this?"

"It's not hurting anyone."

"You're stealing."

"Yeah, but they'll be fine. They have insurance on this stuff."

"That doesn't make it morally right."

"Your morals aren't my morals."

"You have no morals." He says bitterly.

"You're not one to talk." She yanks her mask back. "If you're so morally correct show me who you are."

"I'm not the one breaking the law." He backs away, but she follows him.

"Then you have nothing to hide." She completely dives into the seductive act, and grabs to the bottom of his mask. "Show me who you are." She purrs, tugging at the mask with one hand, the other placed on his chest. "Who are you?"

Spiderman tries to push her away, but she only tugs further. The mask is over his mouth, and it's apparent she won't be able to fight his pushes much longer so she does the only thing she can: she kisses him. And he kisses her back.

"I take back what I said." She says, pulling back. "Keep the mask on the rest of the way."

"Okay." He nods, forehead against hers. "Okay."

The next Thursday Felicia goes to her sociology class, and sits next to Peter, who won't look at her. She doesn't understand why, but she ignores it. She has more important bugs to catch. She sees him at a coffee shop with Gwen the next night, and she refuses to meet his stare.

She sees Spiderman that night as she's attaching her gliding equipment to a building across from an electronics store. Someday she's like to have the whole city rigged for her traveling needs. He sits down on the edge of the roof, and doesn't make a move towards her. "It's good to see you Spider." She chuckles. "Are you just going to sit there?" He stands.

"I think it's only fair that you know who I am. Felicia, I trust you that much." He says.

"It's okay." She shakes her head. "I don't have to know." As long as he lets her pull up his mask far enough to kiss him she doesn't need to know anything more.

"Felicia, you know me. Please let me show you who I am." She shakes her head, fearing that she already knows who he is. "I'm doing it anyway." He pulls at the mask, revealing his mouth. She kisses him to stop him. "I have a girlfriend Felicia, Gwen, you know that." He pulls slowly at the mask.

She knows who he his before the mask comes of. How has she missed this?

Every time Spiderman came into her life who had been around?

When it's announced about her father and mother in English class?

When she can't afford prom?

In the office that day when they tell her she can't graduate?

When she comes to sociology with bruises?

"No!" She yells. "I know who you are, please keep the mask on!" She begs, but Peters face is revealed anyway. "Peter, put the mask back on."

"Felicia, look at me." He coaches her.

The embarrassment.

She didn't have money to eat, but he took care of her.

She couldn't afford prom, and he knew.

She couldn't afford to graduate, so he gives her money.

She's so embarrassed that Peter Parker knows these things. She'd accepted Spiderman would know, but not Peter.

"No." She sits on the ground crying. "Please put the mask back on."

"No. You know me!" He yells.

"Put the fucking mask back on Peter!" She yells back. "Please." She cries again. "Please put the mask back on. You can't take your mask off."

"Okay." He nods, sensing her feelings of embarrassment.

Felicia quickly leaves the seen to return to her apartment. There she doesn't sleep, she just replays every memory of Spiderman and Peter Parker she has.

She stops going out, and she moves seats in sociology. She doesn't love Peter Parker, she loves Spiderman. How could the two possibly be the same person? Peter had been so scrawny and awkward, and now he was New York's favorite superhero.

It only takes three weeks before that familiar need returns, the need to steal something. The need to run around her city.

She goes out, and of course Spiderman catches her. "Hello Peter." She announces upon seeing his shadow.

"Felicia." He nods.

"Any thing in particular you have to say tonight? Because if not I think it's best we both carry on with ourselves."

"You know who I am." He sates.

"I do? I hadn't noticed."

"You and Gwen are the only people who know."

"That's a lovely club we have going." She smiles as she successfully removes the glass from the jewelry showcase.

"You can't tell anyone."

"Why would I do that? So you can tell everyone who I m? No thanks."

"I wouldn't tell anyone."

"Okay, then this stays between me, you, and your girlfriend. She is your girlfriend again, right?"

"Yes, Felicia, she is."

"Good."

Felicia has an absolutely luxurious Christmas break. It's lonely though.

She likes to imagine when she sees Spiderman that it's not Peter Parker under that mask, but he's a stranger. It makes it easier that way. Somewhere in Felicia's subconscious she knows that she's not in love with Spiderman, she's in love with that mystery. It's an unreachable goal, and that makes it easier. If she can never get him he can never leave her. He can never go to jail, or get cancer, or hit her even though he swears he loves her. It's an unattainable goal.

When school comes back into session she has no classes with Peter, but she has one with Gwen. She sits next to her when Gwen calls her over.

The way that Gwen talks about Peter makes her think that they will spend the rest of their lives together. That they are done with on again/off again relationships. Felicia still wishes she could find that with someone, even though it will never be with the masked man. She just wishes it would be with someone so she could move on.

Felicia reflects a lot on Gwen and Peters relationship after Gwen dies. Gwen got to spend the rest of her life with Peter, but Peter will never be able to spend the rest of his life with her.

Spiderman stops going out, and so does Peter Parker. Felicia feels so violently ill over the situation that she stops being the Black Cat. Although she barely knew her, she misses Gwen.

It's almost two months after Gwen dies that the Black Cat emerges again. Felicia feels it like an addiction. She's not a kleptomaniac, she just likes stealing from the rich. She just likes stealing from anyone.

It's ironic, though. She steals, but that night she stops a mugging, and walks a girl home from a bar.

She feels guilty going out, and she knows there's no chance of Spiderman coming out again. She knows from the gossip going around school that he's living with his Aunt again, and she decides to pay him a visit. She's seen him going to class, but he doesn't look at her, and she doesn't say hi to him.

She manages to break into the offices that night to find out exactly where he lives, then goes back to her apartment. She tries to sleep, but the anxiety kills her.

She stands on the porch of May Parkers house for a good five minutes before reaching out to knock. The same woman she say her senior year of high school answer the door. She's dressed in scrubs, and looks like she's gathering her things. "Hi." She greets Felicia, but it sounds more like a question. Felicia suspects that they've received reporters since Gwen's death.

"Hi, my names Felicia." She pauses, and May nods. "I'm a friend of Peters, and I was wondering if he was home." The woman steps out of the door, and closes it behind her.

"He's upstairs, but I don't think.. He's still upset." She shrugs. "Just.. You said you're friends right?" Felicia nods. "Be gentle, he's frustrated right now."

"I understand." She nods.

"I have to work tonight, please make sure he's not upset when you leave."

"Of course."

Aunt May opens the door again, and points her to the door that Peter is behind. Felicia knows that he knows she's hear. His powers kill the chance of ever surprising him. She stops before the door, and knocks softly. "What Felicia?"

"I wanted to see you."

"I want to be alone."

"I don't care." The door unlocks, and Peter stands behind it. He's been crying. Felicia enters, and takes a seat at the computer desk. Peters room is very different from hers. It's filled with pictures of his friends, especially Gwen. She doesn't understand how he can stand it with all these pictures of her, she barely knew Gwen and feels like she's suffocating in her memory.

"What are you doing her?" He slides on the bed.

"I told you I came to see you." She shrugs. "I wanted to make sure you were okay. We used to be kinda friends, remember?"

"I'm fine." He laughs bitterly. "I'm great."

"Peter don't do that."

"No, you don't get to come into my house, into my room, and ask me if I'm okay then try and make me feel guilty." Felicia winces as the volume in his voice gets louder. "Of course I'm not okay."

"Peter, please don't yell at me, I want to help you. I know what it's like to-"
"To what? To lose your mother? You had known for years!" He shouts. "To lose your father? Well guess what, he didn't care obviously! He knew he was going to be caught, I told him he was going to get caught! He didn't give a shit, he kept going! You're both greedy!" Felicia nods, trying to accept that Peter needs to be angry, it just has to be at her. She's experienced grief many times over, she understands. "You don't understand! You're not my friend! You're some girl that I felt bad for in high school because I played a part in getting her father arrested. There are no mutual feelings of friendship here!" He continues to rant. "We're not friends! If I wanted to talk I would call Harry, or Mary Jane, or hell, I'd call Flash. You don't have friends because you are incapable of having feelings for someone beyond a casual conversation! So please, don't tell me you understand, and don't ask me how I'm doing."

Felicia let's him yell, and yell, and she tries to take it. She tries to keep understanding, but when he says they're not friends she can't help but cry. She thought that she had finally established something, but she was just some stupid girl that fell in love with his alter ego. When he finally stops yelling he sees what he's done. "I'm sorry." She says. "I'm sorry."

"No, no, no." He leans down in front of her. "Of course you understand, I'm sorry Felicia, I'm sorry. I'm so sorry."

"It's okay." She says, but keeps crying. Peters hands rub her arms.

"I'm sorry, I'm sorry." He repeats until she stops crying. He hands her a tissue, and she blows her nose. "I'm such an asshole." Peter says, laughing halfway, and pushing her hair out of her eyes.

She can't help herself, she kisses him, and to her surprise he kisses back. He kisses her softly at first, slowly. One minute he's sitting in front of her, holding her hands in her lap. Then she's slowly standing up, and pulling him with her. Their kisses are slow, and sweet.

Then she's against the door, and there are small gasps in the air.

Then she's on the bed.

Felicia understands, and even respects, that Peter has lost someone he loved recently. Possibly even who he was supposed to spend the rest of his life with. That's why she doesn't take it personally when Peter calls Gwen's name twice that night. She doesn't comment when he cries. She doesn't tell him that it's her first time, and that he's being too rough.

In return he doesn't say anything when they're done, he looks guilty. She wants to let him know that he shouldn't feel bad about it, and that she's trying to be understanding but doesn't know how to express it. Instead, she lays her head on his chest, and runs her fingers through his hair as he cries.

For once Felicia thinks that maybe, just maybe, she could love Peter Parker and Spiderman.

Wow, I didn't plan on making this more than a one shot, but I received a lot of positive messages and comments, and decided to make it at least a three shot:)

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