4 years earlier.

Spiderman, aka Peter Parker, stood perched high atop a loading crane tower overlooking the Brooklyn Navy Yards. He'd gotten info that the Kingpin was planning to rob the ship's cargo and was staking the place out. It was little after midnight and he'd been watching a docked ship for the past 30 minutes.

"Damn it Felicia. If this was just a distraction so you can go rob some-" he suddenly felt a hand press atop his right shoulder.

"What's that about distraction?" Felicia said as she swung beside Spiderman. "You know I'd never lie to you."

"Oh really?"

"Misdirect if anything," she said as she playfully balanced herself on the crane's beam. "Besides, look," she pointed down, directing Spiderman's vision to a number of vans that were pulling into the dock. "It's Kingpin's men."

Any doubt on Spiderman's mind was erased when a number of armed men exited the vehicles. "They sure are a colorful cast of characters!" Spiderman thought. Machine guns and menacing faces screamed these men were anything but dock workers. As soon as they exited their vehicles they went to work quickly , one group racing towards the Dock station and rounding up the actual dock workers while another group ran up a ramp towards the docked ship. The dock workers and number of crew from the ship were quickly rounded up and brought before one of the mobsters. "He must be the crew leader, damn this is bad" Spiderman thought. The mobster, a man with a slick black undercut, suede pinstripe vest buttoned over a dress shirt rolled up at the sleeves, approached the group. All but one of the gathered men were bound and gagged, an older caucasian gentlemen who's face was trembling with fear at the gravity of the situation.

"Ah geez please don't hurt me!"

"Relax, relax we'll be quick. Ship manifest, where is it?"

"Manifests w-we keep in the office."

The mobster nodded to his associates and two of them proceeded to the office where the ship manifest was stored. Felicia had informed Spiderman that a ship coming from Italy had a cache of weapons hidden amongst it's cargo, weapons to be sold to burgeoning criminal organizations across the country. What she didn't know was which container the weapons had been hidden in.

"Ok, first things first, we have to rescue the dock workers. I'll take the goons down there, you take the ones that got on the ship."

Felicia brushed her hand against the bottom of Spiderman's chin. "Quiet as a cat."

"Sneaky as a spider."

Felicia walked down the beam of the crane tower before leaping and launching her grappling hook and swinging to the top of the docked ship. Spiderman saw her off as she descended into ship undetected.

"Alright my turn," he thought.

Spiderman started crawling down the tower, he stopped midway and scoped the situation. Two men were guarding the entrance to the dock, while another two were patrolling the alleys created by a number of shipping containers already unloaded and stacked. Two men had gone to the office dock and he recalled three entering the docked ship via ramp. Four men ,and the leader, were standing before the group of dock workers held hostage. He figured he'd take out the thugs by the shipping containers first, string them up and knock them out real quick. He'd then move to the goons guarding the entrance. He'd make some noise, draw their attention and take them out, out of sight. Once they were taken care of, he'd go for the leader and take out the remaining men.

"Ok Spidey you can do this! You've done this many times before with the Cat. Just a matter of being sequential."

It became a matter of improvisation, when Spider saw the leader pull a pistol on the lone ungagged worker.

"Ok, you first!" He said as launched a web and pulled away the man's pistol.

"What the!? Spiderman!?" The man hollered as his associates and turned their attention, and their rifles at Spiderman. He threw the pistol away before quickly unloading a volley of shots from his webshooter , hitting the leader and four of his associates in the face, blinding them temporarily. He leapt as the mobster's non blinded associates opened fire. He landed just behind the group of blinded thugs who were struggling to remove the webbing strung across their face. A quick jumping double kick took care of two of the thugs. As he landed two armed thugs had appeared from the storage container. A quick double shot from his webshooter disarmed them as he pulled their weapons towards him.

"For me? You shouldn't have!"

He spun the weapons around before hurling them back at them, knocking them out.

"On second thought, you keep them."

Just as he unloaded another quip, the leader successfully removed the webbing from his face. The act of pulling the webbing off his face so violently had torn his eyebrows and any manner of facial hair clean off. His face was full of unbridled rage and murderous intent, that kind of intent Spidey knew he needed to act fast before the man recovered his weapon. A quick webshot and pull, followed by a hook to the face would take care of that. A couple of haymakers would take care of the two other blinded associates. Now Spidey turned his attention to the last thugs who were guarding the 'd already made their way back, but the sight of their comrades strung up in webbing and all manner of incapacitated made one of them turn back and high tail out of there.

"Screw this," the thug said as turned around and fled. His other comrade was taken aback by his sudden cowardice, and in that brief moment of confusion was all Spiderman needed to catch the man off guard and land a knockout blow. His friend would follow soon, with Spiderman launching a web onto the man's back and pulling him down. He'd finish and web the man's hands and feet to the ground. Once all the thugs outside had been incapacitated, the one ungagged worker had taken it upon myself to free his coworkers. They had no interest in hanging around and raced towards the dock exit.

"Hey wait!" Spiderman held his hand out as the workers rushed past him in a frenzy. "Ok, then," he sighed as the workers ran out of sight. They were safe at least he thought.

"What was that about being quiet as a cat?" His mic went off.

"Uh, he was gonna kill someone, it caught me off guard."

"Anyone hurt?"

"Just the thugs, the dock workers managed to get out safely. How are things on your end?"

"These guys are out cold here, but without knowing which of these containers they hid the weapons, we could be here for hours. See if you can get their crew leader to talk."

"Alright," he sighed as signed off the mic. Interrogation and intimidation was an area Spiderman was sorely under qualified for. He found Felicia to be much better at it than himself, probably because she had no qualms with being physical to get the information she wanted. He had no problem using his strength offensively or defensively if the objective were to stop a crime or save civilians, but when it was to physically intimidate an otherwise helpless criminal it always struck a chord with him. He turned his attention to a now eyebrow less leader who was beginning to recover from Spiderman's attack. Spiderman launched a quick volley of web shots towards the man pining him to the ground. He walked up to the man before standing right above him.

"So where are the weapons hidden?" He deepened his voice.

"I don't know what'cha talking about," he said as angrily turned his face away.

"Hey you just lost your eyebrows. If you wanna make this a full Brazilian I'm happy to comply!"

"Pfft anything you do to me, the Kingpin will do worse."

He raised his hand towards the man's head, pointing his web shooter at the man's head of hair.

"Last chance," his voice, although intentionally deepened, gave a slight tremble. He really didn't want to do this.

"Alright! Alright! They're in the container labeled cheese!"

"Cheese!?"

"Yeah, alright! Cheese I told ya already."

A sense of relief and bewilderment came over him as he next thought, the ship manifest would show which container had the "Cheese." He raced towards the office and looked through for the manifest. Once he'd found it he skimmed through the ships listings before finding the container number labeled "Cheese."

"Felicia! The weapons are in storage container number 76."

"Alright, I'll see you inside," she signed off. While Spiderman had been busy taking out the thugs outside the ship, Felicia had taken out the goons inside the ship. She was looking at an emerald ring she had plucked off one of the men she had incapacitated.

"Fake," she said as flung the ring at the man's head. The strike on the head had managed the reorient the semi-conscious man. A flood of anger came over the man as he raised his head off the ground.

"Cat!? When Kingpin gets back in town, you're dead!"

"Oh! So Kingpin's out of town right now? Guess I'll just invite myself to his penthouse later then."

"Shit, forget I-" a swift kick to the chin put the man back to sleep.

Felicia turned her attention away from the unconscious man and focused on finding the shipping container marked 76. She hurried down to the center of the ship, following the numbers numerically down.

"120, 119, 118," she muttered as she passed by more containers. "81, 80, 79, 78, 77, 76…"

The door handles had been chained together secured with a heavy duty lock, nothing that particularly distressed Felicia. She removed a lock pick from her belt and quickly began to tap the pins within the lock. It quickly gave way and she tossed the lock to the side before pulling the containers doors open. Inside was a plethora or armaments: assault rifles, shotguns, miniguns and plenty of ammunition to start a small war.

"Men and their toys" Felicia sighed.

"Call me crazy, but that sure doesn't look like cheese," Spiderman said as he made his sudden appearance.

"What?"

"Nevermind, but looks like you weren't kidding. This is enough equipment to stock an army! Kingpin was gonna to steal all this, who was the original buyer?"

Before she could answer, the sound of wailing police sirens starting growing in the distance. She smiled and turned her head to the side.

"Tell you what lover, why don't we figure this out at my place?"

Not exactly wanting to stick around, he nodded his head. "Yeah good idea."

Spiderman was swinging towards upper west side with Felicia in tow. His mind thought about those weapons back at the ship. Who was the original buyer of those weapons? Who was Kingpin going to sell them to? Though he committed himself to keeping the city safe, that stockpile wasn't for a low level convenience store robber. He wondered if his actions would continue to be enough for the city's future. They landed at the balcony of Felicia's penthouse little after 1 am.

"Home sweet home" Felicia said.

"Yeah,"Spiderman sighed heavily.

"Ohhh, don't tell you're disappointed with tonight's bust?"

"It's not that, just I wonder if we're even making a difference?"

Sensing his frustration, she walked towards him and placed her hands on his cheeks.

"Be happy they're not in the hands of their intended buyers. No one innocent has to be on the receiving of those guns."

"Yeah."

She lifted his mask just above his nose and pressed a kiss against his face. His frustration slowly faded as he wrapped his left arm around her waist and pulled her hair with his right hand. A few seconds later she pulled her face away and looked at him with a smile across her face.

"Well lover, gonna spend the night?"

At that moment, almost like a bubble popping, the hormonal surge that Spidey had been feeling suddenly vanished as the realization that Aunt May was home waiting for him. She'd been mad his previous night staying out late, she'd be furious with him not showing up at all this time.

"I uhhh, gotta head home. My Aunt May, I gotta see her, she'll be mad."

Felicia had met May previously before, when Spidey had brought Felicia over briefly to meet her. There was immediate sensation between both women that they didn't like each other. May seeing Felicia as a bad influence, and Felicia seeing May as disapproving parent who would just try keep her nephew's contact with her as minimal as possible. Not wanting to make the latter a reality, she pressed her face against his face again. This time, he didn't let go.

"S-sorry Aunt May," he thought as he followed Felicia inside.