All characters belong to Marvel unless stated otherwise.

The Fabulous Spider-Man

Episode Six

=Cat and Spider=

Peter and Felicia sat on the edge of the top of the Empire State Building. Masks off, they looked down at the city below, basking in orange, artificial light. The cool night air blew in their faces and despite the cold temperatures, neither Peter or Felicia seemed particularly bothered.

"I've been working for the Maggia for a few months," Felicia explained. "It started after I stole a necklace from Catherine Manfredi. I'd heard about the Manfredi family's affiliations with the Maggia, but I was young and over-confident. I broke into one of their penthouse apartments and stole it from its display before they could do anything about it. Stupidly, I tried to sell it on myself. That's how they found me. Instead of killing me, Silvio Manfredi sold me into employment with Hammerhead. After your clash at the Museum with that Shocker freak, Hammerhead was very interested in what might be up for grabs. I'm sure you don't need reminding of what happened after that!"

"Of course not!" Peter chuckled. "How did you work out my identity so easily?"

"It wasn't difficult!" Felicia scoffed. "You don't change your voice - not much, anyway." She ran her hand along Peter's face; the boy froze, startled.

"Besides, I've kicked enough men in the face to know what it looks like!" Felicia smirked. "What about you? How did you work me out?"

"Honestly, I was pretty clueless until you dropped the first hint!" confessed Peter. "But there was something about your eyes."

"Something about my eyes?" Felicia repeated wistfully.

"Yes. I recognised them. I remembered them looking into me the night of our chase," explained Peter.

"Speaking of which, you weren't bad, Spider!" Felicia admitted. "You gonna tell me how you got those powers of yours?"

"It's a long story; you won't want to hear it!" Peter protested shyly.

"C'mon. I've got all night," pressed Felicia playfully.

"Alright," Peter sighed, sitting back and running through the details in his mind. "I lived back in Queens with my Aunt and Uncle. At the beginning of my final year at Midtown High School, we went on a school trip to OsCorp. It was a dream come true for me! We reached this exhibit where they were experimenting with radioactivity. Anyway, there I am taking pictures of the equipment for the school newspaper when suddenly I feel this bite on my wrist! I look down and this little spider falls to the floor and crawls away."

"So what? It transmitted its powers to you?" Felicia asked, visibly confused.

"I can only assume it got caught in the experiment!" Peter affirmed. "It must have bit me in its last, dying moments. That night, I felt sick - the sickest I've ever felt in my life. I pass out, and when my alarm clock starts to ring the next morning, I wake up and I'm hanging upside down from the ceiling. It all happened overnight; my muscles grew, and my abilities developed!"

"Sounds like a load of nonsense!" Felicia scoffed, unsure whether to believe Peter's story.

"How about you, then? How did you get into crime before your involvement with the Maggia?" Peter questioned.

"I guess you could say it was the family business," Felicia answered vaguely. "Since my father got locked up, I've been relying on it to get by."

"Why turn to crime and not get a decent job?" asked Peter.

"Think of it this way, Spider: we both have extraordinary abilities, and we both exploit them for our own gain!" Felicia snapped. "I use mine to go out and steal from people who have too much money; you use yours to snap pictures of Spider-Man that no one else is capable of competing with! Honestly, I'm surprised you've not done more to exploit your powers; hell, if you were a criminal, you'd be the best out of all of us! We'd make quite a team!"

Peter went quiet, and Felicia sensed she had said something wrong. "What? Sorry my career's not to your standards!"

"I would never become a criminal!" Peter jumped up angrily before calming himself down and speaking in a low, shaky voice. "After I got my powers, I started to... use them, in ways that I shouldn't have. I gave my high school bully a beating. I wouldn't come home from school until late at night, worrying my poor Aunt and Uncle, all because I wanted to mess around! My Uncle, he tried to teach me about responsibilities, but I wouldn't listen! The next night, I showed up at a wrestling match in an early prototype of my costume. I beat my opponent, and I won the cash prize; but after I left the office, a robber came in and stole the rest! I could have stopped him, but my ego was bloated - now that I had my money, I didn't care about anything else!"

"That's what's got you beat up?" Felicia raised her eyebrows. "Pete, no offence, but we all make little mistakes in life..."

"This was no little mistake!" Peter grimly interrupted. "A few nights later, I returned home from another outing to find a police car outside my house. I feared for myself, that somehow my identity had been exposed, but no - a burglar had broken into my home, and shot my poor Uncle. He was only trying to protect his family."

Felicia looked shocked, feeling awkward that she had so carelessly dismissed Peter's heroism. "I'm... I'm sorry."

"That night, I went out to find him," Peter went on. "I followed the police to an old factory. I chased him through and beat him badly; it wasn't until I held him up into the moonlight that I saw his face. The man who shot my uncle was the same man I let get away at the wrestling match."

Still frozen, Felicia gulped. "So you're righting your wrongs?"

"I suppose so," Peter nodded. "I'm acting on what my uncle tried to teach me before he died: that with great power, comes great responsibility. That's why it's important to me that I use these abilities for good!"

"What about me, then?" Felicia asked bluntly, avoiding eye contact as the wind ruffled her short, black hair. "Why haven't you turned me in yet? You knew I was a criminal. You knew I stole. Why would you go out your way to protect my life?"

"My Uncle was a family man. He had people who cared about him. I couldn't have let you get murdered in cold blood, knowing that I could be leaving a parent without a child."

"That's nice of you," Felicia smiled. "Thanks for looking out for me this time, even despite everything that's happened between us."

"It's okay," Peter assured. "Listen, I don't know much about Hammerhead; I know about the Hammer and Nail, but that's all. If you want, we can work together on this. The city would be a lot safer without a murderous crime lord on its streets."

"I want revenge," Felicia admitted. "I'm not letting that sleazy, pathetic excuse for a man take advantage of my work like that! I'm in, Spider!"

"Great," Peter helped Felicia onto her feet. Peter put on Spider-Man's mask while Felicia fitted her white-hair wig and domino mask. "I'll meet you up here tomorrow night to talk things through. That sound good with you?"

"I'll be here, Spider!" Felicia stroked his chin before leaning and letting herself fall from the top of the building. Peter watched as Black Cat grappled away, shrinking until she was invisible as she disappeared into the skyline.

=Cat and Spider=

Doctor Connors' lecture had gone without any hitches. Peter and Gwen sat as eager as ever, jotting down notes, while Harry still appeared dismayed; last night's argument with his father was clearly still weighing heavy on his mind.

"That about wraps things up for today," Connors concluded. "Don't think I've forgotten there's an assignment due today! Please leave it on my desk on your way out; I'll be chasing up on any stragglers!"

The class stood from their desks and packed their bags, Peter and Gwen clutching their assignments in hand. As they went onto the aisle, Peter noticed Harry lagging behind. He stopped Gwen and leant in to talk to her quietly. "Have you noticed Harry's feeling a little down?"

Gwen peeked over Peter's shoulder to glance at Harry, sluggishly packing his books away. "Yeah, Harry seems a little ticked off! What's wrong?"

"I think he's fallen out with his father," Peter confided. "I'm thinking that once we're out of here, we could take him out somewhere!"

"Sounds like a plan!" Gwen grinned excitedly. "C'mon, let's hand our assignments in first!"

The two students rushed to the front of the hall, handing their stacks of stapled paper over to Doctor Connors.

"Excellent, you two!" Connors smiled, standing aside to allow his students to leave their work. "I'm looking forward to marking these!"

"I hope it's up to your standards, Doctor Connors!" said Peter humbly.

"I'm sure it will be! Well done on putting in the effort - that goes for both of you!" Connors commended as Harry shuffled along, leaving his work on the pile. "Ah, Mr Osborn! Thank you very much!"

"No problem, sir!" Harry smiled weakly. "C'mon, you guys - let's get outta here!"

Peter and Gwen obliged, sharing a knowing look as they walked out of the lecture hall. Peter cleared his throat before getting Harry's attention. "Hey, Harry! Why don't we all hang out for a while?"

"What, right now?" Harry asked, surprised.

"Yeah, that sounds like fun!" Gwen agreed. "Why don't we check out that big bowling alley? It's only a few blocks from here!"

Harry hemmed and hawed for a few moments before flashing that familiar, happy-go-lucky grin. "Sure, why not? I could do with something to ease my mind!"

With that unanimous decision, the two boys followed Gwen's lead to the bowling alley. Harry seemed in higher spirits already.

The afternoon went by, and the three decided to wrap up their game. Harry was the last to go; Peter was in last place, but the outcome of the game between Harry and Gwen was hinging on this throw.

"Wish me luck, Pete! As for you, Miss Stacy: no hard feelings!" Harry bragged as he readied the ball and walked to their lane.

"Don't get your hopes up, Osborn!" Gwen retorted playfully. As Harry walked away, Gwen's body language shifted to be a little more vulnerable; she rested her hands behind her back, nervously stroking one hand with her thumb. Quietly, she spoke to Peter. "P-Peter?"

Parker watched Harry with a wide grin, anticipating the outcome of the game. "Hey, Gwen!"

"I've really enjoyed this afternoon," Gwen confessed, trying her best to hold her composure. "And, well... I was wondering if you'd like to do something like this again!"

"Of course I would!" Peter agreed as Harry raised the bowling ball before taking a run-up. "Harry and I are available any time you need us!"

Gwen's face dropped a little, although Peter didn't notice, nor did he realise the fact that Gwen was talking about him, not Harry as well. Harry rolled the ball, sending it hurtling down the middle of the lane and into the pins. Crashing through, the bowl left one pin wobbling before it collapsed onto the lane.

"STRIKE!" Harry exclaimed, punching into the air. "Get a load of that! Strike!"

"Outta sight, Osborn!" Peter clapped. "Tough luck, Gwen! Maybe next time!"

=Cat and Spider=

Hammerhead sat at his desk in the office above the Hammer and Nail, rapping his fingers quietly against the desk and chewing on a toothpick as one of his henchmen spoke.

"It's true," the henchman began. "Those two hitmen you hired, and their dealer, are behind bars. Looks like Spider-Man caught wind of them."

"Damn it..." Hammerhead spat out his toothpick. "What about the broad? She was a no-show last night."

"No one knows her whereabouts," the henchman answered. "It's not clear if she knows about your plan to take her out, either."

The boss paused for a few seconds. "Keep an eye out on the streets. If that two-timin' dame pops up anywhere, you find a way of finishin' her off!"

"You got it, boss!" the henchman agreed.

=Cat and Spider=

Meanwhile, across town and high up in a skyscraper, Norman Osborn waited in his office. He'd just received a call from his secretary that Doctor Mendel Stromm was waiting at the desk, urgently requesting a meeting. Norman had allowed for the co-founder to come up to meet him, and was now waiting patiently for the elevator doors across the room to open. When they did, the frantic co-founder stumbled into the room, his hair and suit a mess.

"Stromm?" Norman furrowed his eyebrows. "What's the issue?"

"'What's the issue'? I'll tell you what's the issue!" Stromm pointed an accusing finger. "Your own son publicly rejecting his father's company, that's the issue!"

"Please, Doctor Stromm," Norman rolled his eyes. "It's all under control. My son may have acted brashly, but I'll see to it that he comes around."

"And what of the damage he has dealt to OsCorp's reputation?" Stromm continued. "Convincing your flower-power son that your company is doing this for a good cause is one thing, but the students of Empire State University and the public as a whole?"

"I have ideas," Norman assured somewhat convincingly. "We'll see to it that the students of E.S.U come to see OsCorp in a better light."

"Oh, 'ideas'!" exclaimed Stromm. "Well whenever you care to inform me of these 'ideas' when you're not busy shaking hands with Wilson Fisk and Alonzo Lincoln, you let me know!"

"Don't worry about Mr Fisk and Mr Lincoln, Stromm," Norman dismissed. "I know how to get them out of the picture. It will take time, that's all."

"What's gotten into you?" an appalled Stromm stammered. "Listen to you, talking about these vague plots you have! Listen, Norman, when I started this business with you and Otto, you were both young, bright, and intelligent! I didn't know why you wanted to partner with an old professor like myself, but why should I have questioned it? I trusted you both! Now look at you: ever since Otto's unfortunate accident, you pay him to keep quiet using money handed to you by Fisk and Lincoln to do their bidding!"

"As I said, Doctor Stromm: I know a way to break free from Fisk and Lincoln," Norman explained. "The military have sent us classified documents. They want us to design a new serum to use for their soldiers, since the Super Soldier Serum from the nineteen-forties has been lost to time."

"Brilliant," Stromm responded bluntly. "And what use is this to our current predicament?"

"Fisk has OsCorp in his pocket because we're the only organization that can give him what he wants and get away with it," Osborn smirked slyly. "We have the facilities to carry out ground-breaking experiments so discretely. Fisk wants us to create super-villains to cement his position as the Kingpin of crime; what he doesn't realise is that I could easily carry out one of these experiments on myself. Fisk may be strong, he may have connections, but at the end of the day he is just as mortal as any of us."

"Are you suggesting... we use products designed specially for the military to commit crime?" Stromm gasped.

"Stromm, if you've got a better plan then I'm all ears," Norman replied nonchalantly. "After all, it's only an idea. We'll see what comes of Fisk and his empire."

Stromm froze, his wrinkled face staring at Norman, searching for any recognition of the bright, promising young man he had taught all those years ago; not to say that Norman was no longer bright or promising, but his intentions were so starkly different that he was almost unrecognisable. Although Harry Osborn didn't know the whole truth about his father, he almost couldn't blame him for growing estranged from OsCorp.

=Cat and Spider=

Felicia perched herself atop the Empire State building. Climbing up here was no easy feat on her own, but still she managed. She removed her white wig and domino mask before running her fingers through her short, black hair. It wasn't long before she hear the familiar thwip of Spider-Man's webs. Her partner should be here any moment.

Climbing over the ledge, Spider-Man emerged and removed his mask. "I didn't think you'd be able to make it on your own!" Peter chuckled.

"I've got some interesting news," began Felicia. "This afternoon, I stopped by the Hammer and Nail - in my civilian clothes, of course. I didn't get too close to any of Hammerhead's men, but I did hear that he's stressed out about something. Looks like we're eating away at him!"

"Are you crazy?!" Peter exclaimed. "What made you think going there alone would be a good idea?"

"Relax, Spider!" Felicia smirked. "Like I said, I was wearing civilian clothes. They only know me from my costume; none of those mooks would ever be able to tell!"

"Still, on your own?" Peter shook his head. "I'm no regular, but from what I hear the Hammer and Nail isn't a safe place to be for a girl like you!"

"'A girl like me?'" Felicia repeated, amused. "I thought you'd know by now that there are no girls like me. Hell, I bested you!"

"Alright, so maybe you could have defended yourself - but who's to say that one of those goons didn't recognise you and kept quiet?" Peter worried.

"Relax!" said Felicia, not seeming anxious in the slightest about the danger she could have put herself in. "Anyway, how much longer are we gonna spend waiting around? Don't get me wrong, Spider, I don't mind spending time with you, but a girl's gotta get some action sometime!"

"What?!" Peter jolted, still with shock until he corrected his interpretation. "Oh! We'll need to construct a plan to take out Hammerhead. What's the situation like at the Hammer and Nail? How many gun-toting, good-for-nothing goons am I going to have to web up?"

"Whenever I drop by after a job, there's plenty of backup - armed!" informed Felicia. "As for whoever's down in the bar... well, they're probably all in Hammerhead's pocket anyway! We're looking at two dozen people, maximum."

"Looks like running in guns blazing isn't going to work out this time!" Peter crouched down beside Felicia. "This is gonna be a tough job for the two of us, you know!"

"A gang of armed thugs isn't anything you've handled before!" Felicia encouraged. "Besides, I trust you. You find a way of distracting Hammerhead's men, and I'll take on the head honcho. How does that sound?"

"Leaving me to do all the hard work? Typical!" Peter joked. "We'll hit the Hammer and Nail on Saturday night; as for now, I've got crime to fight! I don't come out just to meet you, you know!"

"Do what you gotta do, Spider!" Felicia placed her wig and mask while Peter put his mask back on. "Saturday night, then! Sounds like a date!"

Leaning forward, arms spread out, Black Cat leapt from the rooftop, disappearing into the city below. Peter jumped in a different direction, allowing himself to fall before swinging from the buildings nearby.

"All's well with Felicia, but I can't let our nightly meetings distract me from my responsibilities as Spider-Man!" Peter monologued to himself. "There's always crime to fight somewhere!"

=Cat and Spider=

Spider-Man's escapades from last night are laid out on Jonah's desk. He punches a knife-swinging thug across the face; the next photo shows the same thug glued to a large, patterned web, panic in his eyes. Jonah sighs as he flicks through them dismissively. "These'll do."

Peter did a double-take. Normally, his photos of Spider-Man were met with a more expressive reaction from Jonah; this sudden lack of emotion blindsided Peter. "Is there something wrong?" Peter asked nervously.

"Nothing wrong, per se," Jonah explained, sniffing. "I'll level with you, Parker: nowadays, Spider-Man beating up bank robbers in black beanies is old hat! People want to see grand, dramatic battles with crazy super-villains! Don't worry, one will crop up eventually; wherever Spider-Man goes, one of his twisted buddies is sure to follow!"

"You're talking about the likes of Sandman and Shocker?" asked Peter. "Spider-Man isn't affiliated with those mooks! He fights for a good cause!"

"You don't know the wall-crawler like I do, Parker!" Jonah scoffed. "I've studied that menace ever since he first stepped into the limelight! He's just as deranged as any other masked lunatic! I wouldn't be surprised if there's some kind of secret society for super-powered suckers; they probably meet twice a week to discuss when their next dramatic altercation will be!"

"You're wrong, Jonah!" Peter stood from his seat at Jonah's desk. "One day, I'll prove to you once and for all that Spider-Man is a force for good in this city!"

"Whatever, kid - beat it already!" Jonah demandingly dismissed the young freelancer, swivelling in his chair to pick up the ringing phone at his desk. Left with no foothold in their conversation, Peter reluctantly seceded and walked out of the office to meet his secretary outside.

"What's that all about?" an intrigued Betty asked. "You didn't bring pictures of Spidey saving cats from trees again, did you?"

"No! There was nothing out of the ordinary - same ol' Spidey, webbing up armed crooks!" Peter half-whined. "Jonah took them alright - but he started going off about how he wants more pictures of super-villains. As if they grow on trees!"

"I suppose there's nothing wrong with the ordinary stuff," Bettie sympathized. "But these are pretty extra-ordinary times. Maybe the same old isn't good enough anymore?"

"I don't know, Bettie..." Peter sighed in frustration. "I don't know what Jonah expects me to do. I can't snap stills of Spidey fighting super-powered bad guys when there aren't any super-powered bad guys for him to fight!"

"It'll be okay - just keep your head up!" the secretary encouraged. "I mean, God forbid, but maybe some day you'll find the Fabulous Spider-Man in the midst of a battle against his next big foe!"

"Trust me, Miss Brant. When that day comes, I'll be ready!"

=Cat and Spider=

Walking up the stairs to his apartment, Peter replayed his meeting with Jonah over and over in his head. He couldn't stand to hear such slanderous allegations.

"I mean, a secret society of super-powered people, plotting to battle out in public - and for what?!" Peter scoffed, whispering to himself. "Boy, Jonah, you've really outdone yourself this time! What a loon!"

Peter reached the apartment door and turned the handle. Sighing tiredly, he walked into the apartment and froze. Harry and Gwen were there, but that wasn't what surprised Peter. A slender man in a suit stood with his back to the door before turning around. Norman Osborn was stood in their apartment. Peter recognised him instantly, even though it was their first time meeting for Norman.

"You must be Peter Parker!" Norman greeted the new arrival with all the formality Peter had witnessed in Osborn's brief speech before Sandman's attack. The billionaire chuckled; he'd experienced this same interaction with starstruck, up-and-coming scientists a thousand times before. "I'm Mr Osborn, Harry's father; although, I'm sure you know that already!"

Norman walked toward Peter and extended a hand. Breaking out of his trance, Peter shook it. "N-nice to meet you, sir!" Peter stammered. So strange to know that if not for his actions, Norman wouldn't be before him right now.

"Now, I'm sure you're wondering what I'm doing here all of a sudden," Norman explained, turning back to Gwen and Harry. "Well, I was on my way back from a business meeting and we were passing by, so I thought I'd come and see how my boy was getting on; after all, it's been so long since I last saw you!"

"Out with it, father!" Harry groaned, rolling his eyes. "C'mon, tell Peter what you want!"

"I - what you want?" Peter asked, nonplussed.

Norman contained himself, halting a fierce look at Harry. "Truth be told, I was thinking of taking Harry out for dinner. Then I thought, why not take his roommate, too? At first, I thought Gwen here was the science whizz Harry spoke of, but it seems like she was just in the right place at the right time! You know what they say: the more, the merrier!"

"Oh, that's wonderful! Thank you, Mr Osborn!" Peter sighed in relief; the fridge was empty, anyway. "And I can assure you, Gwen is as much a science whizz as I am!"

"How brilliant to hear; a young lady like yourself coming up in science!" Norman grinned while Gwen blushed. "I'm glad to hear Harry heeded my advice: surround yourself with brilliant minds!"

"Okay, father. Where are we going and how are we getting there?" Harry asked bluntly. Something about his demeanour came off as extremely cold towards his father, and the tone in Harry's voice suggested that he wasn't taking his senior seriously.

"Well, I'll be taking you of course - there's plenty of room in the limousine," Norman answered straightforwardly. "As for where, that will be a surprise! Now come along, you three; I'm interested to pick the minds of the top freshmen in biochemistry!"

=Cat and Spider=

After a flashy limousine ride out of campus, Norman, Harry, Peter, and Gwen pulled up outside a large restaurant. A fading red neon sign by the door read 'Edge'.

"A word of warning: I haven't been here yet," Norman confessed. "But a friend of mine recently purchased the building, so I thought I'd give it a shot."

As Harry reached for the door handle, Norman put a hand on him. "Ah-ah. Mr Houseman will get the door."

A moment later, the limo door opened to reveal the elderly butler, stepping aside to let the young passengers out. Peter exited first before holding a hand out to Gwen; upon taking it, they both tensed up, and Gwen almost forgot to let go once she was out.

"Thanks, Bernard," Harry acknowledged, although it was just that. Aside from the nasty phone call, Peter wasn't sure if something had happened before they arrived - he couldn't get a minute alone to ask Gwen without Harry and Norman being there. Still, whatever caused it, Harry's bad attitude seemed unshakable.

"Thank you, Mr Houseman. Care to join us this evening?" Norman offered.

"Don't worry about me, Mr Osborn!" Houseman kindly rejected. "I'll find somewhere to park the limousine."

"As you wish," allowed Norman, unflinching. "Follow me, you three - I don't suppose any of you have been here before?"

"Actually, Mr Osborn, I've been here once already with my father!" Gwen answered. "My family took me here as a going-away treat before I started at Empire State University!"

Peter held his surprise; if Edge's pristine appearance was any indicator of the price of the contents on its menu, Gwen must come from money.

"Really?" Norman implored. "What does your father do for a living, might I ask?"

"He's the Captain of the police department, Mr Osborn!" Gwen explained. "As in, Captain George Stacy!"

Again, Peter barely masked his reaction to this sudden revelation. He'd been co-operating with Captain Stacy for almost as long as he'd been slinging webs, but he had no idea until now that there was any relation between his affiliate and Gwen. How stupid of Peter not to put two and two together!

"Of course! I know Captain Stacy well!" Norman smiled before calling a waiter over. "A table for four, please."

"Certainly, sir!" the young, female waitress obliged. "Right this way!"

The waiter led the group to a table. Norman pulled up a chair beside Harry, while Peter and Gwen sat opposite. The intricately designed vase rattled weakly on the table as they found their seats.

"As if it doesn't go without saying, don't worry about the price of the food; I'm buying," Norman stated. "Believe me, I remember a time before OsCorp when I was a lowly, struggling student like yourselves!"

"Wow!" Gwen gasped. "Th-that's very kind of you, Mr Osborn!"

"Thank you, sir!" Peter commended.

"I can't even begin to express my gratitude," Harry deadpanned. His unwavering dedication to pettiness was definitely growing more and more awkward, yet it didn't faze Norman Osborn.

"So, how is Doctor Connors doing these days?" Norman asked, his eyes on the menu in front of him. "Myself and others at OsCorp have been very interested in his work as of late."

"Oh, he's incredible!" doted Gwen with stars in her eyes that sparkled through the lens of her glasses. "He must be one of the most interesting people I've ever met!"

"I can't stress enough just how influential Doctor Connors is on my life!" Peter admired. "The way he always pushes to innovate, particularly to aid those who have experienced misfortune, is incredibly admirable!"

"It's great to hear youngsters talk so passionately about science," Norman sighed, a pleased smile on his face. "Here I was thinking the youth of today was all about causing a ruckus, listening to rock music - but I see now that I was wrong, that the next generation are bright and ambitious! The future of science is in safe hands!"

Norman paused as a waiter brought a jug of water to the table, pouring it into each customer's glass in precise, equal amounts. The OsCorp founder then leant forward, clasping his hands together in front of him. "That's why I have been interested to meet you two. OsCorp has always looked to the future, and it's important to our business that the future of not only our company, but the scientific world at large is secured. It's all a bit hush-hush at the moment, but I've been discussing plans with our board that concern starting a scholarship program."

"Sounds like a good idea!" Peter nodded encouragingly. "If it weren't for scholarships, I wouldn't be sitting at this table!"

"Far out!" Gwen agreed. "But how would it be different to the scholarships already offered by E.S.U.?"

"Because once you graduate, you'll enter straight into the employment of OsCorp," Norman answered. "Essentially, a division at the company would assess each applicant, looking over their school records, their grades, and so on, before entering the successful individuals from that group into an exam. OsCorp would then go on to fund the education of whoever the top scorers are. Those students would be guaranteed a place in our ranks upon graduation."

"That's... unreal!" Gwen shook her head in disbelief. "That would be so helpful to so many upcoming students!"

"I'm glad you're enthusiastic, but I must remind you that nothing has been finalized just yet," explained Norman. "I'm trusting each of you to keep this under wraps for the time being."

Harry smirked at his father, his arms folded. "Far out, dad. Just... far out!"

Norman smiled at Harry, though he was aware of the sarcasm in his son's voice. His smile said one thing; his eyes said another.

The waiter serving their table returned with a notepad and ball-point pen. "Are you ladies and gentlemen ready to order?" she asked politely.

=Cat and Spider=

After the fanciest dinner of Peter's life, he was eventually dropped off outside campus with Gwen and Harry. Norman leant towards the open door to bid farewell.

"Good to see you again, son!" Norman waved. "Peter, Gwen, take care!"

"Goodbye, Mr Osborn! Thanks for treating us!" Gwen waved back, shivering a little in the cold October air.

"Thanks again, sir!" Peter nodded appreciatively. "Take care!"

Houseman shut the limousine door, flashing a quiet smile before returning to the drivers seat. Within seconds, the limousine had took off.

"Your dad sure knows how to impress, Harry!" Gwen complimented.

"I've never ate somewhere so fancy!" Peter turned to face Harry, who stared off after the limo with a cold, despondent look in his eyes. "C'mon, Harry; can't you see your father is just trying to make amends?"

"You don't know him like I do, Pete," Harry shrugged. "That's not the Norman when nobody's around. That's flashy, billionaire Norman, only interested in making impressions. Didn't you notice that he barely spoke to me?"

Although he asked a question, Harry wasn't interested in hearing a response. He turned on his heel and walked back towards the campus, not caring whether Peter and Gwen were following him. It hurt Peter to see his best friend in such a state; he knew the feeling of falling out with a loved one and not making amends.

Gwen shot Peter a worried look. "I've never seen Harry so beat!" she said quietly. "I just don't know how to get through to him!"

"I think I do!" Peter looked back towards Harry, the distance between them ever expanding. "I'll talk to him at the flat. Would you like me to walk you back to yours first?"

"Oh, don't worry about me!" Gwen assured, walking forward to catch up. "Just make sure that Harry's feeling better. I had no idea things were so delicate between him and his father!"

=Cat and Spider=

The two boys returned to their flat. Harry let out an exasperated sigh, kicking his boots off and placing his jacket lopsided on a coat hanger. Peter watched him worriedly; this cold, distant Harry Osborn was a far cry from the fun-loving, girl-chasing boy he once knew.

"Harry," Peter cleared his throat. "Do you have a minute?"

With tired eyes, Harry looked over his shoulder and nodded affirmatively, pulling up a stool at the kitchen counter. Peter sat down opposite him.

"I know that things haven't exactly been easy with your father lately," Peter began, trying his best to choose his words delicately. "I know that your relationship wasn't exactly on top form anyway, and that you had a pretty heated discussion with him over the phone."

"Don't even get me started, Pete!" Harry sighed angrily. "I could sit here all day and write you a list of all the things wrong with my father!"

"Please-!" Peter firmly exclaimed. "I'm sure there are a lot of reasons for you to hate him, even if I don't see any myself. You know your own father better than I do, but please try to listen to me. I've told you about my uncle, Ben Parker, haven't I?"

"Yeah..." Harry shifted on his stool. "He got shot around a year ago, didn't he?"

"That's right," Peter nodded. He took a deep breath; before his conversation with Felicia the other night, he'd never really talked to someone about the lead-up to Ben's death or how it made him feel afterwards. "Before Ben died, we were always falling out - or to put it more accurately, I was always falling out with him. Uncle Ben was reasonable and very wise. I was going through a rebellious stage and he tried to give me advice, but I wouldn't heed it. I never got the chance to apologize to him before he was murdered. As the days passed from that moment, my anger turned to regret. I had all these things I wanted to tell him, but couldn't. To be honest, it still bothers me to this day; even though I like to think that Ben would be proud of what I'm doing, I'll never truly forgive myself for neglecting him in those final days."

Harry let out a deep sigh. Though his demeanour was defensive and tough, his eyes revealed just how much Peter's story truly resonated with him. "That's heavy, Pete," Harry sympathized. "I think I get what you're trying to say. Make up with my dad before it's too late, right?"

"Right!" Peter affirmed. "OsCorp doesn't matter to him. You're the only family he still has left, and vice versa!"

Harry's conflicted eyes diverted from contact with Peter's. "It's hard, Pete. I mean, if Ben were here now, do you think you'd even be able to say all the things you want to?"

"All I know is that if I could somehow travel back in time to the night before my uncle's death, I'd apologize for everything," Peter answered solemnly. "It's not easy, I know, but you have to try to rebuild your relationship with your father, Harry."

Harry looked down for a few moments as he processed everything. Looking up, he had a familiar glisten in his eyes. "Thanks for the talk, Pete. I'll call my old man up sometime tomorrow!"

Peter smiled in return, rising from his stool and patting Harry on the back as he walked past him. "As long as you try, that's what's most important!"

=Cat and Spider=

The cold night wind whipped Felicia's wig, almost blowing it out of place before she gripped onto it.

"Looks like I'll have to break out my old winter gear..." Black Cat spoke to herself, her teeth chattering. "C'mon, Spider..! What kind of guy leaves a girl hanging out in the cold like this?"

At last, she heard the thwip of Peter's webs, and in seconds Spider-Man appeared at their meeting spot on the Empire State Building. "Sorry I'm late; my roommate took a little longer to hit the hay than I expected!"

"We have got to agree on a new place to meet once we're through with this," Felicia rubbed her arms. "How are you not freezing in that suit of yours?"

"Believe it or not, I'm not completely naked under this," Peter laughed. "Anyway, the sooner we hit Hammerhead on his head, the better. Are you ready?"

"Readier than ever!" Black Cat prepared her grappling gun. "After you, Spider!"

The two costumed characters swung through the city, flying over the midnight traffic below. Felicia looked at the web-slinging hero through the holes of her domino mask. She might be unlike any other woman, but Spider-Man was truly incomparable to any other boy.

=Cat and Spider=

"I had my guys all over, trying to catch as much as a whiff of the Cat; nothing."

Hammerhead's henchman stood in front of his boss' desk, having returned from a day of watching the streets for any hint of a Black Cat. Two armed guards, bearded, burly, and identical in appearance, stood at either side of the boss' desk.

"Nothing?" Hammerhead scowled disappointedly. "Not a trace? Not a word on the street?"

"Sorry boss, but this cat's not leaving any prints!" the henchman explained exasperatedly. "We can try again tomorrow?"

The window smashed, scattering glass across the floor. Something snagged the henchman by the back of his shirt's collar. Before he could put two and two together, the grappling hook retracted, yanking the henchman out of the window. He let out a panicked cry for help before a wet, sticky sound echoed faintly through the window. Hammerhead's guards instantly readied their weapons; one approached the broken window, while the other stood between his partner and his boss.

Then, another window smashed; in flew Spider-Man, leaving a web behind him as he landed on the floor. "Care to dance?"

The guards opened fire as Hammerhead ducked beneath his desk. Spider-Man flipped onto the ceiling, firing two webs at the guns and jamming them.

"You boys are eager!" the masked marvel joked. "Don't worry, you'll both get your turn!"

Spider-Man dropped from the ceiling, blocking a punch from the guard closest to him and kicking him back against the wall, firing webs at his hands that cemented him in place. The twin guard let out a battle cry, swinging his useless pistol at Spider-Man and failing to land a hit each time. Grabbing the mook's arm, Spider-Man punched him across the jaw and sent him reeling to the ground.

"You gentlemen ought to invest in some dancing lessons!" Peter quipped before he heard the sound of the desk being tossed onto its side. Spider-sense alerted him to someone charging from beside him; somersaulting forward, Peter felt the rush of air behind him followed by a loud CRASH!

Turning to the source of the noise, Peter saw the man whom he could only assume to be Hammerhead with his head against the wall. A large crack formed on the wall that had come into contact with Hammerhead's implants.

"So, that's why they call you Hammerhead!" Peter surmised. "Cat, you're up!"

A grappling hook came through the window Peter had entered in before Black Cat climbed through. "Seems like there's a commotion downstairs," she detailed. "You think you'll be able to deal with it?"

"Leave it to me!" Spider-Man sprinted to the door, exiting through it before gluing it shut with webbing. On the wall at the top of the staircase, three light switches sat in a row. Hearing footsteps coming up from the ground floor, Peter flicked each of them, dousing the room in darkness.

The thugs burst into the room, their eyes unadjusted to the void in front of them. Light seeped in from downstairs and moonlight crept through the windows, but not enough to give them a clear perspective of the floor they had charged into.

"Who killed the lights?" one mook exclaimed, looking for a switch. "I can't see a thing in here!"

"Anyone got a torch? What about a lighter?" another asked fearfully.

"What does it matter?" their leader snarled. "Boss is upstairs, ain't he? We just gotta find the staircase, that's all!"

The thugs blindly fumbled their way to the stairs. Once they reached the top, their leader tried the door, only for his now-adjusted eyes to spot the web that lined the door.

Spider-Man dropped from the ceiling above the bottom of the stairwell. He fired webs up at the goons at the top of the stairs and yanked them towards him, sending all the other thugs falling like dominos. Spider-Man leapt back as they tumbled towards him, losing their weapons on the ground.

Peter wanted to return to Hammerhead as soon as possible, and now that the majority of these low-ranking gangsters were without their weapons he would have to act fast to get them out of his way. Wasting no time, Peter spun webs around them, trapping three thugs in one cocoon before his spider-senses alerted him to a fist swinging at the back of his head. Peter stumbled forward upon its impact before he span around, bringing his foot up through the goon's chest and knocking him aside. He shot a web at another thug and pulled him into the man in front of him, piling onto one another before a blanket of webbing fell over them. With all the other thugs out of commission, only their leader remained, gathering himself as he withdrew a blade from his jean pocket. His last resort, he tossed it at Spider-Man and although the hero twisted out the way, the blade caught his stomach as it passed, cutting through the costume and drawing blood.

"Agh!" Peter winced before firing a web at the leader's hand. "I thought you'd have learnt by now to play nice!"

Yanking the web, the leader came stumbling towards him to be sent flying back when Spider-Man's fist collided with his face. The final thug fell to the floor, knocked out.

=Cat and Spider=

Hammerhead was having a hard time keeping up with Black Cat. No matter how many times he tried to corner her, or back her against the wall, the bothersome feline always managed to evade him.

"C'mon, boss - use your head!" Black Cat teased as she climbed over him, sending him on a collision course with the wall again.

"You... you damn feline!" Hammerhead spat, his breathing growing more laboured. "I oughta crush you for what you did to my trigger men!"

"And what about what they were gonna do to me?" Black Cat retorted, firing her grappling hook at Hammerhead's ankle and tripping him up. "You were just gonna have me gunned down by some nobodies! That's no way to treat a lady, Hammerhead!"

"You didn't deserve squat, ya hear?" Hammerhead spluttered, crawling onto his knees. "This is my business! I'm gonna be one of the top dogs! You can't kill me - ain't nothin' that can kill Hammerhead!"

Mustering as much of his energy as he possibly could, Hammerhead turned and charged straight towards Black Cat, only for the burglar to dodge at the last second, tripping Hammerhead up in the process. The crime boss hit the ground hard before he felt a pair of sharp hands roll him onto his back. Black Cat mounted his chest, her knees pinning his arms to the ground.

"You didn't think I'd go easy on you, did you?" Black Cat whispered into his ear. "I don't forget, Hammerhead. I'm going to make sure I finish you off nice and slow!"

Unsheathing her glove's claws, she dragged them down Hammerhead's cheek, resulting in a bloody cry. Hearing pounding on the door, Felicia assumed it to be the thugs. Were they too much for Spider?

"Looks like this is gonna have to be quicker than I hoped!" Black Cat grumbled, ready to sink her claws into Hammerhead's throat before the door burst open. Dried webbing fell onto the floor as Spider-Man emerged.

"Cat, what are you doing?" Peter exclaimed as he realised what was happening in front of him. "You can't kill him!"

"Spider?" Black Cat whispered, confused. "He deserves it! This is revenge!"

Then she gasped. It seemed that Hammerhead wasn't completely out for the count; maybe drawing blood was enough to trigger a rush of adrenaline in him. He grabbed Felicia by the waist and lifted her up off the floor, holding her over his head before tossing her at the window.

"No! Peter!" Black Cat cried as Hammerhead let go. An amalgamation of sounds and senses rushed Peter; Felicia's cry for help, the sound of police sirens approaching, the wind gushing through the broken glass. He fired a web that made contact with Felicia's ankle at the last moment, harshly breaking her fall. As Hammerhead bent and reached for his ankle holster, Peter used his other hand to web the boss' hand to his thigh. Gluing the end of the web tethering Black Cat to the wall behind him, Peter rushed Hammerhead, leaping through the air and pummelling the stout, freakish boss in his head. The punch hurt Peter's hand - in the heat of the moment, he had forgotten that his opponent must have had some kind of implant fitted into his skull - but nevertheless the impact seemed to finish off Hammerhead, who tumbled like a pile of bricks.

=Cat and Spider=

Peter snuck Felicia through the window of her apartment - although he managed to break her fall, snagging her ankle like that caused a great deal of discomfort. The situation had clearly overwhelmed her somewhat; her breathing was fast and heavy, and she spoke only in short sentences.

"Is your roommate home?" Peter asked quietly, helping Felicia into her room and following her inside as she limped towards the bed.

"No," Felicia responded, collapsing onto her backside and tearing her wig off. "She's outta town for the weekend."

"I'm sorry again - about your ankle," Peter stood in front of her.

"It's fine," Felicia caught her breath at last. "After all, you still saved me."

Grabbing Peter by his hands, she pulled him on top of her. Her hands unfolded his mask until only his mouth was revealed before she quickly and eagerly went in for the kiss. Peter's let out a muffled attempt to show his disapproval before pulling himself off of her. Looking back down, Felicia looked hurt.

"I..." Peter gasped. "I'm sorry."

"What?" Felicia whimpered. "Don't you feel the same? I just thought... I don't know, the thrill of it all... it was just so exciting!"

Peter sighed. "I'm sorry, Felicia, but you almost killed a man tonight. You know that doesn't sit right with me."

"You know what doesn't sit right with me?" Felicia sat up, angered. "How you can spare the lives of petty thieves like me, while simultaneously allowing the most crooked, lowest forms of scum keep their lives! Don't you have any idea how many people Hammerhead has killed? He would have killed me if you didn't step in!"

"It might not make sense to you, but it makes sense to me!" Peter defended himself. "I told you how important responsibilities are to me. That's not limited to the responsibility to use my powers to help people. It also covers the responsibilities of life and death. If I kill, I am responsible for the aftermath; not just the mourning of whoever lost their life, but also the implications when people see their hero take someone's life like they're nothing! It might be hard sometimes, but I stick to my rules anyway!"

"That's your problem, Spider!" Felicia pouted, turning her head away as she removed her domino mask. "I thought we'd make a good team. We could have had fun together."

"We can still be that team!" Peter emphasized. "Just think, Felicia: maybe I don't need to change the way I do things, but maybe you do instead! You're capable of great things - if only you used those abilities of yours to do good!"

Felicia went quiet. Peter took his cue to leave.

"I'd better head back," Peter climbed into the window. "I hope you turn your life around, Felicia."

Alone in her room, Felicia collapsed back onto her bed. She reached into the pouch of her utility belt, holding the Brazilian Jewel which she had reclaimed during her fight with Hammerhead. She twiddled it between her gloved fingers, her eyes fixed on it with a sad, dull emptiness.

=Cat and Spider=

Days later, Peter, Gwen, and Harry sat in Doctor Connors' class. They had received their grades from the individual assignments they had submitted earlier that week; as could be expected, Peter and Gwen passed with top marks, with Harry earning a lower but still respectable grade. As the lecture concluded and the class left, Doctor Connors called to Peter and Gwen.

"Mr Parker! Miss Stacy! A word, please!" Connors waved them over.

"I'll wait outside," Harry assured, waiting near the door while Peter and Gwen approached Connors, who smiled warmly. He waited as the remaining students left the class, leaving Peter and Gwen standing at his desk.

"I trust you're both happy with your results?" Connors asked.

"Of course, sir!" Peter confirmed, clueless as to why Connors had held them back.

"Me too, Doctor Connors - I worked pretty hard on that assignment!" Gwen affirmed.

Connors chuckled. "Well, if you're only working 'pretty hard', then you don't have much to worry about. I always knew you two had promise, but you really exceeded my expectations this time. Every year I hand out this exact assignment, but no one in my years of teaching has completed it to your standards. So, I have a proposal for you. Every year, I normally invite some of my top students for a peep into what goes on in the scientific world. Usually these are presentations held by other professors and scientists, however this year I am hosting my very own. That being said, I invite you both, Peter Parker and Gwen Stacy, to my presentation at this lecture hall on October thirty-first."

The two students were left speechless, mouths agape.

"Of course, I'd understand if you had made any plans for Halloween," Connors backtracked. "I hear some freshmen have organized a party in one of our gymnasiums?"

"No, Doctor Connors!" Gwen exclaimed. "We'd love to come! I mean, I know I would!"

"Are you kidding? Count me in!" an excited Peter agreed. "There's no way I could pass this up!"

"Great!" Connors laughed. "Just so you're both aware, this will be a fairly formal event. Neither of you are particularly sloppy dressers, but a suit and tie are expected, you understand?"

"That won't be a problem, sir!" Peter assured. "What time shall we be here?"

Curt hummed and hawed for a moment. "Well, I'm officially due at around seven-thirty in the evening. Maybe arrive a half-hour before?"

"We'll be there!" Gwen agreed.

"Excellent!" Connors patted Gwen on the shoulder before shaking Peter's hand. "I'll see you both in the week!"

"Goodbye, Doctor Connors - and thank you for your invitation!" Gwen commended.

"Thank you, sir! Take care!" Peter waved as he and Gwen left the lecture hall.

Sighing happily, Connors slumped down onto his desk chair. That morning's copy of the Daily Bugle sat on his desk; picking it up, he scanned the cover. A picture of Spider-Man carrying Black Cat covered most of the front page, accompanied by 'SPIDER-WOMAN? Web-head Rescues Woman From Mob Hideout!'

Looking to the bottom left of the page, Connors laid eyes on a mugshot of a brutish man, his forehead exceptionally large and protruding above a set of furrowed, bushy eyebrows. A caption above it read: 'JOSEPH TITOV, operating under the name HAMMERHEAD, fled the USSR with his family in the 1920s'.

To the right of that, a far smaller headline: 'BRAZILIAN JEWEL RETURNS: Exotic Diamond Found By Mystery Donator!', followed by a small snippet beneath: 'WELSH LANDSLIDE: Over 100 At Risk In Disaster!'

Sighing, Connors dropped the paper back on his desk. "So much wrong with the world!" he scoffed exasperatedly. "Things will begin to change soon; not just for me, but for millions across the globe!"

=Cat and Spider=

Joseph Titov sat in his new home: a cramped jail cell, which he shared with an unfamiliar cellmate. Despite not knowing him from the street, he was fairly chatty. Normally, this would irk Hammerhead, but on this occasion he didn't mind. After all, now he had something to talk about.

"You know the web-head's name?" the cellmate asked, face scrunched in disbelief. "Get outta here! You're goin' loony!"

"Peter," Joseph scoffed. "His name's Peter."

"Peter?!" the cellmate laughed. "How's that s'posed to help anybody? His name might as well be Gerry, Tom, or Mike!"

"I'll work it out," Joseph nodded, assuring himself. "I'll work out just who lies behind that mask!"


A/N: So, this is going to be the last chapter of the Fabulous Spider-Man for a while! As stated in the last chapter, the next issue will come out on Tuesday, October 24th, and its follow up will release on Halloween. This storyline with Black Cat and Hammerhead have been pretty intense and grittier (and longer, word-count wise) than the other villains' chapters, so I'm looking forward to returning to writing more fantastical villains in upcoming stories!

During this hiatus, remember to rate and review! I can't emphasize enough how helpful feedback is, so let me know how I could improve in future chapters!