New York City February 11th 2001, 10:00 PM EDT

I ditched my mask and took a few walks around the neighborhood about halfway to the warehouse to make sure I wasn't being followed, then I headed inside, ready to count my haul. I just shoved the coat and mask into the duffel with the gloves in a nearby alley that didn't have any cameras and then slipped into another alley, following that back for a few streets until I came out somewhere a ways away.

Once I got back to the warehouse I dropped down on my pallets and emptied out the bag. I put the mask and coat aside so I could pull out my money and count it up. Hector kept his cash in those bank teller bricks with the paper bands, presumably for ease of counting, so I only actually had to count one of them. Each stack had a hundred notes in it and all the ones in the bag were hundreds (guess he didn't accept small bills) so all told I was clocking about seven hundred and fifty thousand.

I'd read an article that if packed carefully most duffels can hold a million dollars like you see in the movies, but Hector had just stuffed this one full, so there wasn't much room left. There WAS a brick of coke, which I think was accidental, but I stuffed it in my pillow anyway. I only did coke socially, and somehow I didn't think Gwen's bad girl persona extended to drug use, but having it around couldn't hurt.

"Wow." Said a voice from behind me. "I don't know if that was impressive or pathetic." Resisting the urge to spin and break whatever had snuck up on me, I turned slowly, casually. The voice had been female, and sounded hot, so on the off chance I wasn't about to murder someone for tresspassing I kind of wanted to make a good impression. As my eyes focused, I took in leather clad form stepping from the shadows at the edge of the building, grinning like...well, like the cat that ate the canary, not to put too fine a point on it. Though the thought may have been influenced by the ears peeking out of her snow white hair.

My fists had come up as I turned, hypocenters condensing around them, and her blue eyes widened in panic as she held up both gloved hands. "Impressive! I was kidding, it was impressive, please don't kill me." I noted the wicked looking claws on the tips of her fingers at about the same time as I noted the half exposed expanse of creamy tits spilling out of her leather costume. I let the hypocenter on one fist fade, then extended a finger and condensed a much smaller one on the other as light to see by. The girl gave a sigh of relief, which caused some pretty entertaining jiggling.

I smirked at her. "You know, the whole femme fatale thing falls apart when you freak out at the slightest hint of danger." I resisted the obvious joke about her being kind of a pussy, because I felt like she might take it wrong. "So, maybe you can tell me why you're here in my warehouse before I shake you up like a soda can until you explode." Despite my threat, I kept my tone genial and my smile easy, though weirdly it didn't seem to calm her down.

She gulped loudly, which again did just wonderful things to that cleavage, and slowly lowered her hands nervously. "I followed you. The alley ways were a good instinct, no cameras, but that only works if you aren't being tailed. I'd been casing Hector's for a while and you aren't a subtle man." I raised my other hand, condensing a massive hypocenter around my fist again as my face hardened and she put both hands up again in a placating gesture. "Whoa! No, hold on. I'm doing this wrong. I'm here to ask for your help."

I ran a slow look over her body. "Well, either you're the most proactive prostitute I've ever met, or you were planning to rob that place before I did. Either way I don't really see how I could help you. I need this cash. As you can see my accommodations aren't exactly five star here. I'm planning to get this place spruced up and make it my new base of operations, though now that you know where it is that might be more complicated."

"No!" She said, waving her hands. "You don't want to do that. The Kingpin will definitely have-wait. Did you just call me a whore?" Her fearful gaze turned angrily down to her leather catsuit. "I admit I went pretty daring with the neckline, but I don't think it's that bad."

I rolled my eyes. "I was just being quippy, you look fine. Now focus up kitty cat, I'm still deciding if you're going to live or die." Which was a lie, unless she attacked me I knew I couldn't bring myself to kill boobs like tho-er a girl like that-to kill an innocent person just for trespassing. "now, you mentioned the Kingpin, much like Hector did. Do you work for that asshole too? Is this you shaking me down for my location?" I might not be willing to kill her but I'd bounce her off a couple walls if she was trying to blackmail me, girl or not.

Her expression turned stormy and I swear she almost literally hissed at me. "I am NOT one of Kingpin's lackeys. But you're one of his enemies, which means we have a little something in common. Now, I wasn't followed, but Kingpin employs several master trackers. Once the cops clear the scene he'll have a dozen people on your ass. This place is not going to be safe for much longer. So I came here to propose a partnership."

I put both hands down, reaching into a bag I picked up on my shopping trip and pulling out an electric lantern, which I flipped on, flooding the room with UV light to replace the glow from my hypocenter. "Well why didn't you just say so?" I grinned. "That's a horse of a different color. Come on in." I winced slightly. "Sorry about prostitute crack, I tend to get a little mean with people I consider enemies. I think you really pull that suit off if it helps."

To my shock, the white haired girl's cheeks flushed red a bit, which was more of a reaction than I had expected. "Thanks." She said, kind of shyly. "I don't really get a chance to get feedback much. The whole cat burglar thing precludes fashion shows. I liked the hockey mask actually. Kind of grunge but really intimidation, and the coat is pretty badass too. I'm Black Cat, by the way. Also nice wizard of Oz reference. I love that movie."

"You have good taste." I said with a beaming smile. "It was my favorite growing up." I gestured for her to sit down on the pallet. "You can come sit down if you want. Sorry there's no chairs, I just got to town and haven't had a chance to fix the place up yet. Though I might not be able to do so at all depending what you have to say. Tell me a bit about this Kingpin, and what exactly you need from me I guess. I'm not against helping out a pretty lady, though I'm not giving you my bag of cash. I earned it fair and square."

She giggled at that as she walked over and parked her generous backside on the pallet near me. "No need. I have cash. I've had it for a while. Robbing Hector was more about crippling Kingpin's distribution network than anything financial. No, I'm here for something else. I saw your robbery today, and I was...well, in some ways it blew me away. Granted, you could have prepared better, but gods, the power." She practically purred that last bit as she leaned in against me. "Since you pissed off Kingpin anyway and he'll be coming for you, I wanted to know if you'd be willing to partner up."

Looking down into her ample cleavage I admit I was tempted, but I wasn't an idiot. I raised an eyebrow at her. "Partners huh? You certainly seem like a competent and talented young woman kitten, I'll give you that. But I don't really NEED a cat burglar as a partner. If Kingpin sends goons after me he'll just have less goons. I appreciate the warning to move, but you don't really have anything to pay me for the pleasure of my company."

That got another giggle, which caused another jiggle. Dear gods, was she wearing some kind of top secret jello physics bra? If not she had to practice that effect in the mirror. "What's in it for you huh? I can respect that. Based on your lack of reaction to the seduction routing I'm guessing the promise of booty won't be enough. How about the implication of possible booty and a promise of somewhere to sleep? This place is going to be burned in an hour, tops, and while that cash is pre-laundered, spending a ton of it at once on a big ass penthouse or something will draw attention for sure."

I smirked. "I think you might be underestimating the appeal of that booty, but I admit, a place to live would be...nice. Still, I'm not here to be a criminal. I robbed that place because I needed cash, but I was doing it as a superhero. I'm trying to start a crew down here. So how about this. You join my crew, I get a place to sleep, and we take down Kingpin, TOGETHER, as vigilantes." I paused. "With the possibility of booty still on the table if you decide you're willing to have some fun."

She pursed her lips at that, teasing air falling away as she straightened up. "Hmmm. Vigilantes? I don't know, that isn't really my speed. But then again, if we can rob the people we bust I'm not against it." She sighed, and my suspicions about the jiggle were proven correct, because it didn't happen with the expansive movement. She was definitely doing it on purpose. "Fine. I'm already letting you crash at my safe house, why the hell not. Anything else you want? Since you're making demands anyway?"

Instead of flirty, that was a bit catty, and I smirked at both my internal pun and her clear annoyance at having to commit to a course of action. "One more thing." I said with a vindictive smirk. "You followed me home kitten, and that means you saw my face. If we're working together, I expect the same kind of trust. I'll introduce myself, and so will you. Sans domino mask. Then we can head for the place you have lined up for me. Agreed?"

She growled a bit, but I suspect she knew what she was getting into when she showed up. It said something about her that she was willing to take a risk like this on a whim. Whether that thing was that she was damn lucky, had great instincts, or was nuts, I had no idea. But having a safe house to crash at without have to pay for it would be a huge get, and would leave me with all my ill gotten gains to spend on other things. Especially clothes. Pants for guys my size were NOT cheap.

Looking around to confirm we were alone and checking all the spots where cameras would usually be, she sighed and reached up, removing her domino mask, and pulling off what I could now see was a wig, to reveal a cascade of black her and an absolute stunning face. "My name." She said, her nose wrinkled in annoyance. "Is Felicia Hardy. Doing this is probably incredibly stupid. But you have power like no one I've ever seen, and I think you can help me. Plus you're cute."

She smirked a bit at that. "Also, my instincts tell me that I can trust you, and I've always had good luck following those."

I gave her a genial smile. "Plus you just realized you're within arms reach of me and if you tried to run away without unmasking after seeing my face I'd have to break your extremely well toned legs." I'd seen the momentary weighing of the option to run away, and had seen her discard it when she realized she'd let herself get convinced to get too close. Still, the instinct thing had a ring of truth. I wondered if she had some sort of prediction power or something. Whatever the reasons she was going all in to seize this chance.

She pouted at me. "You didn't need to say it. But yes, while that kind of directness is a bit gauche, the thought did cross my mind. Mostly though..." Her pretty face warped in discomfort. "I don't know if I can do this on my own. My last few heists have been close calls. When I saw what you can do. Taking that bullet, punching out the side of that building, you'r exactly what I need to destroy that bastard."

Ah, that had been the missing ingredient to make all this make sense. Desperation. She needed protection. I was fine with it, she was going to be my first teammate, so I was happy to help her out, and the possibility of sex definitely didn't hurt. "Alright Felicia." I held out my hand to shake. "I'm William Frost, but you can call me Billy. If we're going to be teammates then I'll do my best to protect you. Looks like Wreckoners are officially formed." I paused. "That's our team name by the way. That's wreckoners with a W. It's a pun. And no, we aren't changing it. I LIKE puns. Of course, we'll eventually have to talk about WHY you want to destroy Kingpin, but I'm good for now if you want to go."

She smiled in relief. "Ok, fair you. That isn't exactly a happy subject. As a reward, how about I walk in front of you as I lead you to the safe house and you can watch my ass bounce in this leather suit?"" I snorted at that, but didn't argue as she hopped up and strolled away, true to her word, putting a nice sway in her hips as she walked to the entrance and stopped to wait for me to collect my things. I didn't put on the coat just in case, but I managed to stuff everything in the backpack and duffel before we set off.

Some people might have worried about possible betrayal, but I really wasn't. If she turned on me I'd deal with it. I wasn't afraid of much. Admittedly, the jiggle and bounce of her frankly gratuitous ass as she walked ahead of me might have played a small part, but mostly I just wanted a nice place to stay without spending my money. Plus I had a date with Gwen tomorrow and I really needed to get cleaned up, so this was a win win. I was loving New York, only here a few days and I have a date, a job, a friend, a nemesis, and a new teammate. I didn't know what tomorrow would bring, but I couldn't wait to find out.

New York City, Frost Safehouse, February 12th 2001, 10:00 AM EDT

I'd expected Felicia to stick around after she dropped me at the safe house, but she just passed me a clean phone she with her number on it and told me she would call when she was free. She apparently wanted to take advantage of the gap I made in Kingpin's organization to wreak some havoc, and didn't have time to train me at the moment. She just asked that I keep the phone on me in case she ran into some problems and needed my muscle, which sounded fair to me then she headed out to go about her business.

After she was gone, I headed to bed, and when I woke up the next morning decided to take a look around my new digs. Felicia hasn't skimped on this place. The 'safehouse' she'd gotten for me was a pretty swanky penthouse. It had a nice, open balcony, dark marble floors, an open floor plan, a second story, and even an outdoor pool I was happy to take advantage of when I had the time. Since this was HER safe house, I assumed she liked to live in luxury, and that her regular place was probably nicer, but this was definitely plenty for me.

It also had working wifi, so the StarkTech phone she'd given me could connect to the internet, and I used that to do a bit of research on New York and some of the people here. Unfortunately I wasn't really the 'research' type, so I found jack shit. I even tried searching 'Kingpin' directly, but whoever this guy was, he wasn't exactly the type to leave a footprint. I had a feeling anyone who posted rumors about him BECAME a rumor, at least based on how scared Hector seemed.

I shot off a text to Peter, asking him if he could help me out with some research, or knew anyone who could, then another to Gwen checking up on what she wanted to do for our date. Since I was texting everyone anyway, I also texted Betty, wishing her good morning and texting her a shirtless picture of me in front of my pool with a 'wish you were here' tag. Figured the no shirt swanky pool combo would get her attention.

After her work flirtation I was curious what her reaction would be. I set a pretty flirty tone with that, but it wasn't directly over the line of decency. She could come back with a topless pic, or a comment, or just change the subject, depending on how interested she was. My phone lit up with a call, and I answered smugly. "William Frost, you shouldn't be sending pictures like that to someone my age. I'm old enough to be your mother." Her voice sounded flustered, and I didn't bother hiding the smirk since no one could see it.

"Ah, so you're one of those girls. I don't mind calling you mommy, but you have to earn it." Her stuttering mumbles of outrage were amusing, but I decided to throw her a bone. "Why the sudden change in tone Betty? You seemed plenty interested in me when we talked last time. I admit I was looking forward to a bit more flirting. You're an absolutely stunning woman, and I don't mind a bit of maturity."

She cleared her throat, trying to get rid of the stammer. "I didn't know how old you were before. You came in with Peter, but you're huge. I just assumed you were an older brother figure or something. You're in excellent shape, you don't LOOK like a teenager. I just...if people at work find out I'm hitting on one of the new boys and how old you are I'm going to look like a desperate cougar. You should really focus on girls your own age Billy."

I rolled my eyes. She could have texted me that, she'd called to try to get more time talking to me. But I could see her point about work. "Well, we don't have to be flirty at work. I'm freelance, and I'll rarely be coming in. We can see each other socially and keep things strictly professional at work. I don't want to make things hard for you at your job, but I can't stop thinking about the things you said to me."

That was a bit manipulative honestly. I considered not saying it. The implication that her flirting was the reason for my interest was a little dishonest, but she was always free to turn me down. I could already tell she didn't want to. Betty thought I was hot, and from what I could tell, being younger made her hotter if anything. "I..." Her voice sounded a bit hoarse. "You shouldn't say things like that Billy. Or send those kinds of pictures. I'm too old for you. Are you even attracted to me? What kind of appeal could I have to a teenager?"

Her voice was hungry. I grinned wickedly at the tone. That question wasn't a real request for information. It was an excuse to list all the things about her I found sexy. She was fishing for me to say something dirty. "i don't know if I should say, Betty." I put on an embarrassed tone. "I mean, I liked our conversation, but we didn't get to talk much. A lot of things that drew me to you were a bit shallow. I'm sure you know how fantastic your body is. You don't need me telling you all the things I'd like to do to you."

The audible gulp over the phone was followed by a shaky response. "You like me body huh? You're a pretty dirty boy, thinking those kinds of things. I thought I saw you looking down my top though. Did you like staring at my big tits Billy? Did you want to touch them?" She gave a shuddering breath. "God I bet those big hands of yours could palm one of my tits easy."

"I wouldn't know." I said innocently. "I guess I'd have to see them first. Although, I did send you a topless pic just now. It only seems fair that you do the same. As an older woman, you should be teaching me all about fairness, shouldn't you Betty? You don't want to corrupt me do you?" I was pretty sure the stuff at work had just been her being a flirt, but knowing my age had made this dirty and incredibly appealing to her. I loved it.

"I.." She hesitated. "Billy that's really not appropriate. But...I guess I did already see you." She was mostly talking to herself at this point. "It doesn't seem right for you to be the only one to send a picture. It wouldn't be fair. I'm just going to send one. That should be fine. You can't show this to anyone though. I'm not going to show my face in it so even if you did no one would know it was me, but if I find out anyone else saw this...I'll stop talking to you right away. Understood?" That last was a fun bit of honestly, letting me know she intended to keep this going.

I assured her no one else would see it, that it was just for me. She was silent for a minute before a picture containing a pair of tanned chocolate tipped breasts appeared on my phone. They were fantastic, perky, though with just a tiny bit of sag from their size, very bouncy. Betty's voice was timid. "There. Now we're even. I hope you enjoyed yourself young man." She paused for a minute. "Did you? Enjoy yourself? I wasn't sure you'd like them. They aren't as perky as they used to be. I know you're probably used to younger tits."

"They're gorgeous Betty. Even sexier than I thought they'd be. You have no clue how hard that made me. Do you want to see?" I knew that would be a good way to escalate things. Once she saw my dick, aside from being shocked and turned on, she'd also have an excuse to show me more of her body. Then it would only be a quick ride to fuckville. Sadly, it seemed like that wasn't in the cards though.

"I don't think that's a good idea." She said quickly. "We're even now. This was dirty, I shouldn't have done it. I'll talk to you later Billy." She hung up immediately. I cursed. Yeah, that had been my bad. I pushed it too far. It was fine, she'd be obsessing over this for weeks, and eventually get back in touch, that was if she didn't text me now to leave a window op-my phone dinged.

Grinning, I opened a text from Betty. Another tit shot, with her finger in front of her mouth in a shushing motion. Her upper face still wasn't visible, so it wasn't obviously her. The caption under the picture said 'sorry, things were getting too intense. this is so you don't forget about me'. I sent her a return text telling her how gorgeous she was but the conversation didn't pick back up. I didn't mind. She'd text me next time she was feeling extra horny, if only for the pick me up from me telling her how sexy she was.

Briefly, I wondered if I should mention this to Gwen, but I waved it off. She wasn't my girlfriend or anything. We were going on a first date. Me banging some milf from work wasn't her business, just like I wasn't going to mention clapping Felicia's fat cheeks if I got to tap that. If we got along and started dating I'd figure it out then. Besides, I needed SOMEONE to drain my balls. Gwen was a badass and kind of sweet, but she struck me as a bit of a princess. I didn't mind waiting until she was ready if that was the case, but having someone like Betty to take out my frustrations on could only help.

Speaking of Gwen, I'd gotten a response from her and Peter both. Gwen's was a kind of rambly cute little rant about how she never said it was a date, and she was just wanting to hear about my interview. Then another, more clipped text that a steakhouse would be nice, but not to read too much into it. Which was adorable. She was right in that I hadn't specified it was a date, but dinner was much more intimate. It was DEFINITELY a date. Peter's message was more straightforward, asking me if he could call. I confirmed, and the next second my screen lit up again.

"Are you stoned?" Demanded my only real guy friend. "Because hard drugs are the only reason I can think of that you would do something as monumentally stupid as trying to FIND the Kingpin. You're a big strong guy Billy, but the Kingpin isn't someone you fuck around with. You're going to get yourself killed." He sounded pissed, which was new. Pete was a pretty laid back guy, and he was usually in good spirits. He must be serious about this.

Still, he didn't have all the information here. I weighed my options. I could just tell him to forget it. He probably wouldn't and it would strain things with my friend. I could push without telling him why, and he might stop talking to me altogether going from his serious tone. Or...I could tell him the deal. Show him my power, and ask him to join up. Pete might not be a superhero or whatever, but most teams had a guy in the van. His tech skills could come in handy, gods knew I had no knack for it, and somehow I doubted tits mcgee in the leather catsuit was a secret hacking genius.

Not that I judged her for it. I had the same deficiency, but she struck me as more of a physical sneaking kind of thief than a computer nerd. Maybe some security system bullshit, but from some of his casual comments, I was pretty sure Peter was like, a mensa level genius. We could use someone like that even if they didn't have powers. I mulled it over for a minute. Peter and I hadn't known each other long, but he'd been a total bro the whole time. He'd helped me get a job, gave me cheap food, and just generally gone out of his way to be helpful.

Plus, if he decided to rat on me I could just crush him. Not that I was enthused about the possibility, and I didn't think it would happen, but I was confident in being able to handle any fallout. With the benefits outweighing the risks, I took a deep breath, addressing the angry silence of my waiting friend. "Can we talk at your place? I have some things I want to ask and somethings to tell you, and it'll be easier in person."

If I was going to take the risk of telling Peter, and it was a risk even if it was one I was confident I could handle the fallout from, I wanted to at least keep the safehouse on the DL just in case. He had my name, but not much more, and phones could be ditched. Trust but verify was the name of the game. He paused for a second before sighing. "Yeah. I guess that's a good idea. I doubt you'd have decided to do this on a whim, if I'm talking you out of it face to face is best." He rattled off an address. "My aunt will be home, but I doubt she'll mind me having friends over. I'll tell her we're expecting company."

I exhaled in relief. Having his aunt around would make an overreaction less likely. People were more careful when they had loved ones nearby. I'd never hurt her of course, but just knowing things could get out of hand should keep the conversation civil. Should at least make it unnecessary for me to worry about not being able to escape. "Alright man, see you there." I paused, feeling like I needed to at least end things on a good note. "And Pete? Thanks for hearing me out. I promise this situation isn't what you think it is."

Maybe I was riding a bit high on finding my first teammate, but at the very least, I'd talk to him. Having a computer genius on staff would be nothing but helpful, and more than that, I kind of wanted to let my buddy in on the action. Besides, Pete was kind of a nerd. It would be hilarious to see him react to Felicia 'make dem titties bounce' Hardy. Whatever the outcome, I was doing what I thought was right, and that was really all I needed. I was a follow your instincts kind of guy, and mine told me Pete was ok. I guessed I would have to wait and see if they were right.

New York City, Midtown, February 12th 2001, 11:00 AM EDT

It didn't take as long as I expected to get to Peter's house. I took the Subway for the first time since moving to the city, and people gave me a wide berth, probably because of my size. I wasn't complaining, and I got on and off in record time, arriving at the station nearest to the address Peter gave me and walking the rest of the way in quiet contemplation.

When I got to the address from the message I couldn't help let out an appreciative whistle at the place. It wasn't big or fancy, but living in a house instead of an apartment in New York was already impressive. Plus the place was obviously well taken care of, even if it wasn't exactly the ritz. The grass was evenly cut and the outside was pretty freshly painted. Someone did regular upkeep on this house.

I strolled up the walk, up onto the porch, an knocked lightly (I have to knock lightly so doors don't shatter) on the glass paneled door, waiting for an answer. It only took a second before the door opened, and a sunny looking, fit older woman with short grey hair opened it, giving me a smile. "Oh, my. You are a big one. You're Billy I take it? Peter mentioned you were rather large, and we don't get too many visitors."

Putting on my best charming smile, I held out a hand. "You must be Peter's Aunt May. Or at least, I assume so, since he didn't mention having an older sister living with him." The whole 'you look so young' thing might be cliche, bit usually gets a good reception, so I don't mind be a bit of a suckup.

May flushes a bit, which looks good on her, she must be in her late fifties, but Auntie keeps it tight. She rolls her eyes though. "Sure you do, you little flirt." She turned around and waved me in. "Peter is upstairs in his room, you can go up and see him. I'm making beef stroganoff for dinner if you're still here in a few hours. You're welcome to stay and eat with us."

Thanking Aunt May, I headed up the stairs slowly, taking my time so I could get my thoughts in order. I wasn't exactly sure about this. My instincts told me to trust Peter, and I always went with my gut, but this was still a huge decision. No matter how I spun it though, I needed to do SOMETHING. Even if I refused to say anything and just told him to fuck off he would probably start looking into me. Kid was a photographer who worked at a newspaper. Even if his job was nerd stuff, that wasn't something you got into without being a curious person.

When I reached the door at the top of the steps and knocked, there was a slight delay before Peter responded. "Come in." He said, so quietly I almost didn't hear it. I pushed the door open and found my friend in a small, neat room. The dark blue walls were lined with sturdy old bookshelves and the twin bed was made. Peter sat on the other side of it at a beat up old desk in a spinning chair, working on a clunky laptop that looked about five years out of date. He didn't look up from the screen as I came in. "Come on in Billy. Just need a second to finish this up."

The screen he had open was just a white notepad full of random nonsensical alphanumeric text. I assumed it was a program or something, but I had no real idea. I'd never learned to code. It was far too dull for me to put the time in. He spent another few minutes typing, but I didn't push. Finally, he let out a long breath and saved the file, closing the laptop and turning around. "Sorry." He said tiredly. "Working on a personal project. Just some 3D modeling software that should help with prediction lines during high altitude travel."

I nodded like I had any clue what that meant and he smiled slightly but didn't mention my obvious ignorance. I cleared my throat before bringing the subject back to the matter at hand. "So...Pete. You were asking questions about why I wanted information on Kingpin. I thought about it, and I'm willing to tell you. You've been a good friend since I got here, and I have a good feeling about you. I need you to promise you won't tell anyone thought. This is important. I need your word."

Peter seemed a little thrown by the request. I imagined he expected me to come over and bluster about my reasons not being his business or even threaten him. I got the impression Peter didn't have a lot of real friends, and trust wasn't the way he expected this to go. That frankly pissed me off. I wasn't the best person in the world, but I valued loyalty more than almost anything. I couldn't imagine threatening a friend, even a new a new one, unless he actively turned on me first.

He looked uncertain, not sure he was willing to do this. He didn't know what I was going to say and he was worried I'd get hurt. If I said I was going to attack the Kingpin tomorrow and he kept quiet about it things might get bad. Eventually though, he came to a decision, and nodded. "Alright Billy. Unless I think you're doing something that is going to get you killed, I promise I won't tell anyone about this conversation. That's the best you're going to get from me man, I'm not letting you do something stupid."

"Alright." I sighed. "That'll have to do. I appreciate the trust, man. As you might have guessed, I've decided to go after Kingpin. I ran into this girl who has been trying to ruin his operation, and she recruited me to work against him when she found out something about me. Pete...I have superpowers." I held up my hand, condensing a hypocenter around my fist, the glowing sphere illuminating the whole room better than the feeble ass fan light Peter had above us.

Peter just stared at me. "Yeah...I know." My eyes widened in shock, and he rolled his eyes. "Billy, that hand shake when we first met was WAY stronger than any normal person should be. It wasn't too bad to start, just a little tighter than one might expect, but I started squeezing to see how strong you were, and the pressure of my grip would have shattered the finger bones of a regular person."

"Wait...what?" I was dumbfounded. "So...does that mean YOU have superpowers?" I hadn't even considered that. What the hell were the chances? It also kind of explained how much Peter went out of his way to help me. Sure he was just a genuinely nice guy, but keeping an eye on a random superpowered person moving to town seemed like a good plan for...what? "So are you like...a secret superpower cop or something? I've heard about them." Mom ranted about those assholes pretty often when I was growing up.

He chuckled bitterly. "No. Not at all. Those guys are called S.H.I.E.L.D and I steer clear of them. But yeah, I do have powers. I got bitten by a genetically engineered spider. Still, having powers is why I can tell you that going after the Kingpin is a BAD idea. Wilson Fisk is a psychopath. He has no remorse, no hesitation, and no limits. There's a reason he's kept control over crime in New York despite not having powers. I don't know what you can do exactly, aside from being big and strong and apparently having glowing hands sometimes, but he's not someone to mess with."

Despite him basically telling me I wasn't tough enough to take care of myself, I didn't get annoyed like I would have hearing that from Mom. Peter was looking out for me. He thought I was going to get hurt and had revealed his own powers to me to prevent it. He could have let me confess my abilities and just played dumb, but he let me know I wasn't alone in this. I respected that.

"Look." I said after some thought. "I get your point. I really do. But I came here to start my own crew and show what I'm made of." I grinned at him and flexed a massive bicep. "Which is awesome, in case you couldn't tell. I'm made of awesome. But in all seriousness man, I can take care of myself. Still, I came here because I was planning to invite you to be a part of things. I get that you're worried, so why not get involved personally. With you around me and Felicia will be safer for sure. Hell, if anything this is perfect man! I was looking for super team members and you're super after all."

He looked surprised. "I...I don't know man. That's a lot. I only got my powers recently. I know about Kingpin because I've been doing a ton of research on the criminal underworld before I went out and picked any fights." I briefly noted that maybe I should have done that, but then I just shrugged the idea off. Oh well. "I'm not...against the idea I guess. But I'd need to see what you can do. Like for real. I know you're pretty strong, but if we're going to team up, I'd need to know your limits. Since sparring seems like a bad idea at the moment, why don't you give me a rundown on what you can do, and I'll do the same."

I shrugged, walking over to drop down onto his bed and wincing when the thing cracked. I hopped up really quickly, but it wasn't fast enough to save the bed from being damaged. "Shit." I said flatly. I looked at Peter, who looked more pained than upset. "Sorry man. As you might have noticed, my strength comes from having really dense muscles and bones. It's the same reason I'm basically bulletproof. Like, not completely, but it takes a really high caliber round or like an armor piercer to punch through my muscles. That also makes me crazy heavy and requires quite a bit of food to upkeep."

With a sigh, Peter just waved it off. "It's fine. Explains a few things at least. How strong are you exactly? Because I ramped up that handshake so I wouldn't hurt you, and I was for from going all out. You barely seemed phased though. What is the upper limits of your powers? And what is that crazy glowing orb?" He seemed to have gotten past the reticence and was now just excited to have someone to talk about powers with. I got that.

Condensing another hypocenter around my finger, I flicked the air, making sure to use as little of my power as possible. The air cracked, but it was only about as wide around as a dime, and the fractured space released a burst of force that was only enough to ruffle Peter's hair. "Basically that. But it scales HARD. That was the least I can manage. I call them hypocenters, and they're basically condensed vibration bombs that I can direct into physical attacks. It's hard to explain unless you see me go all out, which you won't because it's crazy dangerous."

"As for my strength..." I cocked my head. "Two and half tons maybe? Last I checked. I seem to be able to get stronger without limits, because it USED to be one. But it takes a lot of time and working out to push my body these days. After a certain point getting stronger isn't as useful when I can just focus on my power. If that makes any sense?" I used to be a total gym rat, but eventually I was just strong enough. I needed more skill with my powers, not more physical strength. Knowing I'd be getting back into the field though, I might look into picking up some workout gear.

To my surprise though, Peter nodded. "I get it. Surprisingly little reason to lift more than five thousand pounds. That's a small car. The power is really interesting. I'm curious how it works, and I'd love to study it sometime. Mine is a bit less flashy. I stick to walls, I'm really fast and strong, and I can sense when I'm in danger. It's not the most amazing combination, but it works pretty well as a package. I can show you sometime when we spar." He grinned mischievously. "I'm even stronger than you are."

I rolled my eyes. "Sure, but are you more durable? Being able to lift three tons is great, but being bulletproof is where its at. Anyway, are you in for a trial run at least? Knowing some of my powers? Just to see how things go?" I still wanted to see Peter's face when he met Felicia.

"Fine." He said with a sigh. "I'll give it a shot. In the meantime I'll catch you up on what I know about the Kingpin from my research. If we're going after him we need to be prepared." He snorted. "No faster way to get killed than to be one of those idiots who just charges off to fight without a plan." I very carefully did NOT grimace when he said that, and followed him over to the laptop.

We spent a few hours going over information on the Kingpin, a man named Wilson Fisk, and all his various operations. I nonchalantly mentioned to my new teammate that Hector was no longer in distribution, since he'd hear about it from Felicia anyway. Once he understood what had happened he yelled at me a bit, but once I pointed out that I'd been right and wasn't hurt at all he shut up about it.

Finally, Aunt May called up. "Peter? William? Dinner is ready if you boys want to come eat!" I looked at Peter, who raised an eyebrow, and then down at my massive frame, and he just rolled his eyes and sighed, nodding as we both got up to head down to eat. The stroganoff smelled amazing, and as we came down, Aunt May grinned at us. "Oh good, I was worried I'd have to come get you. Billy, Peter mentioned you're a big eater, so I made a double portion. Have as much as you like."

"Thanks Miss. Parker." I said politely, and sat down at the table after making sure the chair would hold me. As I started to scoop out huge spoon fulls of delicious stroganoff from the dutch oven on the table, I looked over at Peter and his Aunt. Mom and I never did stuff like this, not really. Our dinners had been formal affairs on opposite ends of a huge dining table. This was...nice. I was glad I'd decided to trust Peter. I was even more glad that I would have until sunset to digest this. Tonight after sundown, we'd agreed to go out to try sparring. It had been ages since I had a good fight.

February 12th 2001, Midtown Landfill, 8:00 PM EDT

We spent the rest of the day just hanging out as we got ready for our sparring match. I was having a hard time calming down honestly. I used to spare often with some of the other mutants at the Academy, but since I'd gotten here the best I could manage was bashing open a wall and robbing some drug dealers. Based on what he'd said though, Peter was a total beast in combat, and I was looking forward to really cutting loose. Apart from the wide radius stuff that might do serious damage to the local environment (like sink an island or something) I was free to really go off for the first time in ages.

Luckily, Peter knew a great place to train, and was happy to lead me to the huge flat clearing in the middle of the Midtown Landfill where he practiced his powers. When he mentioned it, my immediate response was disgust, but he just laughed. "Yeah, I know. It's gross. But it's one of the only places where you can avoid any bystanders at almost all times of the day and night. As for the smell, I bring a backpack with clothes in a sealed plastic bay, a bar of soap, shampoo, and a bottle of water. After a workout I just strip down, wash up, and change once I'm clear of the smell."

"I guess." I said skeptically as we rode the bus through the New York evening with two of the bags he'd just described. "It still seems kind of gross, but to be fair it's also February. As long as we don't smash up any trash piles we should be safe enough from the smell for that to work. Bet the showering part is going to be cold as fuck though." I shivered involuntarily at the idea of dousing myself with water when it was probably fifteen degrees outside right now, but I was made of tougher stuff than most.

Peter clearly was too, because he just shrugged as the bus came to a stop and we dismounted in front of the Landfill. "It's not fun, but it beats being known as the dumpster diver at school. My social life is bad enough thanks. Anyway, come on, the entrance I use is this way." Shouldering his backpack he set off in a random seeming direction, circling around the fence and away from the entrance.

With a shrug, I trailed after him. It wasn't like I'd been here before, so I didn't much care where we entered, I was just having trouble controlling my excitement to finally cut loose again. Flashes of white energy rippled along my fingers as I rolled them at my sides, condensing and releasing small hypocenters around my fingertips to limber up my abilities a bit. I found it often helped to get the energy flowing before a fight. I had full access to the depths of my powers at all times, but my power draw speed could be a bit slower when starting out if I didn't warm up.

As we came around the side of the fence, we eventually stopped at some sort of corrugated steel shack butting up against the chain link. "Alright." Peter said, coming to a stop. "This is one of the sorting stations, but they closed it down because of a biohazard spill. Nothing crazy, just some lead dust or something, but they don't have the money to clear it out so they just abandoned the place. It's the easiest way past the fence I've found. There's a dead spot in the perimeter cameras here."

Grabbing the fence, he gave a quick jerk and practically hurled himself up the ten or so feet to the roof of the shack, easily catching the edge and pulling himself into handstand before bending his back to plant his feet and stand up. With a brief smirk at me, he turned around and stepped off the roof, dropping down on the other side of the shack and out of sight without a word.

Smirking a bit at the showing off, I considered trying something equally flashy, but decided it wasn't worth it. I just grabbed the fence and climbed up, easily hoisting myself onto the roof with my much longer arms, and avoiding the curlicue of barbed wire spiraling along the top. I wasn't sure why the hell anyone would set up security wire to keep someone out of a dump, but because of the shack it was simple enough to avoid so I guessed it didn't matter.

I dropped to the ground with a dull thump, bending my knees to absorb the impact even if I probably didn't need to, and looked up to see Peter walking off into the Landfill. I followed, and we walked for about ten minutes, avoiding piles of trash by sticking to a relatively clear path. The area he had brought us too was mostly clear dirt surrounded by frozen mounds of trash, with the occasional puddle frozen on the ground. It was definitely open enough for our purposes.

Stripping off his bag, he tossed it to one side onto a sideways refrigerator. "Alright. This is the place. Based on what you said you can do a ton of damage, but this should be empty enough that it won't matter. Just don't drop any attacks that can level a city block or cause an earthquake loud enough to alert anyone farther away then the edges of the Landfill and we should be fine. Any rules you want to impose?"

Cracking my neck, I dropped my own bag on a car hood and started to stretch. "Not really. Just common sense stuff. Stop when someone gives up, try not to do too much damage, not head shots. You're plenty smart enough to know what to avoid. How about you? Any special provisions for the fight?" I grinned maliciously. "I'm not one for bullying little guys, so I'm willing to give you an advantage if you need one."

The middle finger I got in response made me laugh as we took up positions. I let my hands fall to my sides, relaxing my muscles in preparation to react before giving Peter the signal to start. I kept myself relaxed after I gave him the go ahead, despite desperately want to flinch or tense. Only rookies tensed up before impact. People could react more quickly from a relaxed stance, and took less damage when there wasn't so much tension in their muscles.

Peter wasn't a complete novice though. Rather than blitz me like I expected, he crouched low to the ground and began to circle slowly. I kept my eyes pinned to him, adjusting my stance as he did. Suddenly, so fast that even watching I almost missed it, he blurred forward, shoving off the ground on a collision course for my upper body, twisting midair to lash out with several kicks.

I rolled my power over my arms from the elbow down as I held them up to block. Not enough for a hypocenter to form, but enough to clothe me in some vibrations that negated some of the impact force. It was an old trick I picked up sparring with my Grandpa. The old man could supercharge his strength as well as vent kinetic energy through blows, so taking an undeflected punch was a bad idea.

Still, even with the energy coating me, I felt the blunt impact of the kicks on my arms like baseball bats. Rather than try to lash out at him or grab him, I condensed a hypocenter and cracked the air between us with a short, sharp punch. His next attack hit fractured space and stopped, only for him to be blown backwards by the vented energy from the break.

Peter flipped end over end, catching himself and landing seamlessly. I shook my hands out, that had really sucked. "Not bad." I said loudly enough to be heard. "That was pretty damn fast. Don't think it'll work again though. I've got your number now. If you close in ag-" I didn't get to finish shit talking, Peter had begun to circle again, and come to a spot in the Landfill where a second fridge had been.

I expected him to duck behind it to break line of sight or something, but the crazy fucker planted his palms flat on the side and did a sort of shifting flip motion, catapulting the fridge over his shoulder and hurling it straight at me like a shotgun slug. With a curse, I lashed out with a fist, condensing a hypocenter the size of a head of lettuce around it as I made contact. Space shattered, as did the fridge, and exploded pieces of the thing flew through the air at Peter, who...was gone. Fuck.

Looking around quickly, I tried to find the bastard before he jumped me, but he was nowhere to be seen. My kneejerk reaction was to tense up and prepare for an ambush, but I forced myself to calm down. Slow, even breaths so I could hear what was going on around me. I heard a slight crunch behind me and hurled myself to the opposite side of where noise had come from, just in time to see Peter sail through the air where my head had been.

Unwilling to lose the opening, I condensed a hypocenter, lashing out hard enough to make a beach ball sized fracture in the space. Peter, who was still midair, was smashed by a wave of force and sent flying, despite somehow sensing it coming and trying to flail away from the attack. Popping to my feet I bolted after him, unwilling to let the springy bastard get back to his feet where he could come at me again. The kid was fast as greased lightning, and based on the damage from those kicks, he could hit like a mac truck.

Sadly, even propelling myself forward with small hypocenters under my feet to more faster, I couldn't reach him before he landed. As I got in close, I condensed a few small hypocenters on my knuckles, not enough to kill or main but enough to amplify the shit out of my punches, and then let loose with a blistering combination of punches at Peters arms and shoulders.

Before I could land the blows though, he slipped aside, avoiding each punch as it came close to him like he knew where it would come from. Remembering his midair dodge attempt I waited until the next blow, when he dodged again, then overloaded the hypocenters on my knuckles, causing them to pop with a crackle of breaking space. Not enough to do serious damage, but enough for the force to send Peter stumbling so I could follow up.

As I dove in to land a series of body blows, Peter sprang up from the ground, right up through my arms, and reached out to plant a hand on my shoulder, swinging himself up and over me. I grunted, reaching for him, but he slipped aside, that same sticky thing he'd done to throw the fridge letting him climb along my back to avoid my grip. Hurling myself backwards, I tried to smash him with my body weight, but he slipped free before I landed.

I bounced back up to my feet in a kip up and tensed all my muscles at once, venting energy from my whole body in a burst that threw anything nearby away, but seriously drained my reserves. I was panting and sweating like a dog. This fight was way more tiring than I was used to. While I could do crazy city block levels of damage, I usually had to take quite a bit of time to charge that up, and I was always exhausted after.

This hadn't been nearly as much energy at once, but I'd been using highly delicate and tiring moves since we started, and I'd used a lot of them. To my satisfaction though, Peter didn't look much better. Some of those force blasts had caught him at least a bit, and he was holding himself stiffly, not to mention breathing heavily from avoiding my punch rush. I was strong, which meant my punches were fast.

He flashed forward at me, and I put my arms up, coating them in energy again as he kicked out at my head. As I blocked though, he landed lightly, fists driving into my ribs with enough force to crack concrete. I grunted, sinking down into my stance so my elbows would shield my ribs from damage. I wanted to counter, but that annoying prediction thing and his crazy agility made it impossible to lay a hand on him directly.

Except his prediction was pretty general from what I could tell. It told him what direction things were coming from, maybe the source, though that was supposition since this was a one on one. plus he had to be capable of reacting, which was why the midair attack had worked. Letting my hands open, I smashed them together in a quick clap, small hypocenters on each palm exploding. Peter was sent stumbling, but being much heavier I stayed upright.

With the breathing room I stomped down, creating a decent sized hypocenter on my foot and fracturing the space and the ground in one blow, shaking Peter even further. Then I dove forward, swinging both hands down on him overhand, a small hypocenter flickering enough to show I'd condensed it but not enough to hurt him as I bopped him on the head. "That's my win." I gasped, holding up both hands for him to stop.

Peter, who was fixing his sweat soaked hair, groaned. "Fuck. You're right. If you'd put more into that blow it would have shattered my skull. Those area attacks are a bitch. Even if I feel them coming there's only so much I can do to avoid." He held out a hand to shake. "Good fight. You're definitely strong enough for me to team up with. I still have to see you in action in the field, but in terms of raw power you're a beast. I don't think I could have beat you if you weren't holding back so much, I know you can put out a lot more power."

Releasing his grip, I shook my head. "Nah. You're too fast. It takes a while for me to manage strong bursts. I had to keep the attacks tiny to keep up. The lettuce sized hypocenter is pretty much the quickest I could manage, and that was with a BIG warmup. I really need to work on my draw speed." I wiped my face off with a sleeve. "Anyway, this place reeks like day old roadkill, let's bounce. We can wash up and maybe stop for something to eat on the way home." I stuck out my tongue at him. "Loser pays." Peter rolled his eyes with a laugh, but we hurried out of there. We'd been pretty loud, and someone might have noticed. Plus, I was starving. I always liked to eat after a workout.

Billy is a hero because he thinks it keeps people off his back, but isn't always the best guy lol. I feel like his personality is kind of on brand for Ultimate Spider Man. As usual pat-reon has the advance chapters at that site /malcolmtent.