They met up a few blocks away from where the police dispatch had been called. He had seen her below him, a streak of black and white, and he descended quickly to drop down in front of her as she neared the edge of a rooftop. Black Cat came to a stop and greeted him with a grin.

"Evening, Spider. Lovely night for a rendezvous, don't you think?"

"For sure." The light rain had soaked his suit, causing it to cling to his skin uncomfortably, and he shivered slightly under a cold wind. "Simply sublime."

Black Cat, for her part, seemed almost unaffected by the weather. Raindrops slid easily from her suit, only getting caught in the furry white tufts that accented her wrists, ankles, and collar. Not for the first time, he wondered what material her costume was made of, not spandex or neoprene, but some extremely light and flexible material that he could only guess would be easy enough to work with under May's old sewing machine.

"Like what you see?" Cat must have caught him staring, because her grin was now approaching Cheshire levels as she shifted her weight from one hip to the other.

He chuckled, turning, and motioned for her to follow as he leapt from the roof. They were close enough to the crime scene to see flashing of police lights bouncing off the neighboring buildings, guiding them towards the disturbance like moths to flame.

"Just wondering if you could hook me up with your tailor." Spider-Man explained, knowing that she was hot on his heels as he bounced from roof to roof. Web-swinging was faster, but he didn't want to leave Black Cat behind without knowing what they were heading into. "I think I need an upgrade."

"Sorry, but these threads are one a kind." She replied with a low laugh. "I'd be more than happy to take you shopping though. I've always thought you'd look good in black."

"I look good in everything."

"Hmm," She purred. "I'd certainly like to put that to the test…"

He was eternally grateful they arrived before he had to come up with a response to that.

A brigade of police officers greeted them. Lights on, but with sirens off, they blocked the entire length of the street. It was a hasty blockade that had been formed to stop the advance of… well, Spider-Man couldn't quite tell.

A low-hanging, heavy fog had taken over the street beneath where he and Black Cat perched, dyeing the air below a sickly brown color.

"A broken gas line?" Black Cat guessed.

Spider-Man didn't answer, an uncomfortable tingling sensation had started at the back of his neck and he shivered, although there was no wind to chill him this time. Illuminated by the flashing lights, a shape was moving in the fog, moving slowly, but steadily towards the police line.

An officer Spider-Man didn't recognize stood in the middle of the police rank, prepping a megaphone by the open door of her cruiser. She brought the receiver to her lips and spoke in an amplified voice.

"Hello there… uh, sir. My name is Corporal DeWolff." It was the same officer Spider-Man had heard on the scanner. She addressed the shape in the smog. "Please walk forward slowly and identify yourself."

Spider-Man had seen this situation play out with villains before and he was sure he could predict what would happen next. Black Cat could as well, judging by how she tensed by his side. Yet, a part of him couldn't help but hope that this time, for the first time, whoever this villain was they would come quietly.

Shifting like a set of heavy curtains, the fog parted and what could only be described as a man-sized rat stepped into view. The figure was dressed from head to toe in shades of brown, with an unmistakably rodent-like tail, and a head of long, shaggy hair. Spider-Man could have almost laughed at the bizarre sight if weren't for the man's eyes. They were enormous and acid-yellow in color, staring at Corporal DeWolff with a kind of wild glee through the holes of his pointed mask.

The buzzing at the back of Spider-Man's neck intensified and he watched almost in slow-motion as the stranger opened his mouth.

No words came out, but even at a distance, Spider-Man could see thick wafts of more brown haze wafting from between the man's teeth into the open air.

The rat-man let out a hiss and a focused stream of the gas shot from his mouth like a laser, directly at DeWolff, who seemed to be rooted to the spot.

Spider-Man didn't have time to think. He dove from the roof, pushing off the ledge to propel himself quickly to he street below. Black Cat called out behind him, but he didn't hear what she said. In less than heartbeat, DeWolff would be struck by the gas and Spider-Man could not allow that to happen.

There was nothing else for it.

He landed in front of DeWolff and took the blast of fog directly to the chest. It exploded around him an a cloudy burst, obscuring everything from view. His instincts told him to clamp his mouth shut and hold his breath, but it didn't matter. It was too late. Immediately, his nose and eyes began to burn, the smoke viscously attacking his senses a hundred times worse than the harshest pepper spray.

He coughed hoarsely and waved his arms to disperse the fog around him.

"Spider-Man," DeWolff gasped behind him. She had been spared from the attack. "Y- you're here?"

"In the flesh." He coughed. Another few waves of his arms cleared the smoke and Spider-Man turned to DeWolff with watering eyes. "You seem... surprised?"

"The guys at the station talk about you all the time and – and a lot of them have met you," Her eyes were wide and she was trembling slightly. "But I never thought that I'd… Are you okay?"

Spider-Man let out another series of harsh coughs, interrupting her stream of words. He staggered a few paces away from DeWolff, his vision swirling and his stomaching doing flips in his gut. He felt like he was going to be sick, but he did not want throw up in front of the star-struck DeWolff or Black Cat or the new super-villain that was still advancing on them.

"Get back," He turned to face the rat-man, waiving for DeWolff to retreat. "And don't- don't breathe the smoke." He wheezed through more coughs. "Obviously…"

Out of the corner of his eye, he could see Black Cat skirting along the edge on the rooftop above, positioning herself for an ambush. Behind him, DeWolff called her squad to pull back, but they maintained their perimeter on the scene.

Spider-Man gathered himself, gritting his teeth and setting his eyes on the villain, while trying to soothe the waves of nausea that wracked him by taking slow breaths. The overly sized rat came to a stop two yards away from him. The manic gleam that filled his eyes seemed to have increased ten-fold at Spider-Man's appearance.

"I know you." His voice was coarse and rather high-pitched. "Spider-Man…"

"Mr. Rat, we haven't been formally introduced." Spider-Man bit back another series of coughs. "Well, not in any way I'd like, at least. Is it too much to hope your real name is Stuart Little?"

"He's a mouse."

"Ah, right."

The stranger's large, muscular tail lashed behind him, but he made no moves to attack. Still, something about the look in his eyes kept Spider-Man on edge.

"You can call me…" The stranger thought for a moment. "Vermin, if you like."

"A little self-depreciating for my taste, but you do you."

"People think I'm vermin, they treat me like vermin." He hissed, and more fog billowed from his lips. "Why should I pretend to be anything other than that."

"Well… I would make a comment about how your halitosis certainly doesn't help, but that feels like low hanging fruit." Standing this close to its source, the acrid smog coming from Vermin was nearly overwhelming, but Spider-Man resisted the urge to step back. "What's your angle? Are you after the city's supply of Gruyère?"

"No... Can't you tell?" Vermin didn't rise to the japes. "Don't you feel it already?" He pointed a long claw at Spider-Man's chest. "In your lungs? In your veins?"

The answer was yes, Spider-Man certainly did feel it. The burning sickness that made him want to cough and puke and curl up in a ball on the street, but he stayed on his feet, only wobbling slightly and shivering under the chill of the light rain. He hadn't been sick since he'd been bitten by that radioactive spider, no colds nor stomach bugs nor flu. He had started to think immunity to disease was one of his powers – until now.

"What? You want to... make the whole city sick?"

"It's what they deserve." Vermin bared his teeth. "And you… you'll want to put me in that prison, won't you? The Raft. That's why you're here. You want to lock me in where they keep the rest of the monsters…"

"Don't forget about Big Wheel. He's there too." Despite every nerve protesting, Spider-Man took a step forward. "I didn't come here to lock you up. I wouldn't want to, but with your very reasonable and... rational plans – not evil in the slightest - could you blame me if I did?"

He stepped towards Vermin slowly, raising his hands in what he hoped was a soothing manner.

"It doesn't have to be like that though." Spider-Man continued, voice cracking slightly from another coughing spell. His voice starting to get gruff and his throat burned, but he pressed on. "I- I can get you help, if you want. Whatever it is you're going through – whatever is making you want to do this, we can figure it out. No one has to get hurt."

For a second, Spider-Man thought words might be enough this time. Vermin stared at him for a long moment, yellow eyes glinting under the flashing the red and blues of the nearby police cruisers.

Then he spoke.

"It's too late for that."

Vermin moved a second before Spider-Man, whose senses were dulled by nausea and sickness, could react. He reared up, breathing in loudly, before releasing another blast of fog with a whoosh from his lungs. It sailed over Spider-Man and this time, no one took the hit for the police squad who had set up some distance away. DeWolff and all the rest were engulfed in a heavy cloud and the sounds of hacks and retches filled the night.

Spider-Man lunged forward and seized Vermin by the collar of his suit, while at the same time Black Cat descended from above. Vermin howled in surprise and pain as Black Cat sunk her claws into his back and he bucked wildly, trying to dislodge both his grapplers.

Spider-Man held on as tightly as he could, but he was starting to feel weak. A fever had joined the rest of his symptoms and he felt chills and aches and a fierce pounding in his temples as he tried to keep Vermin in his grasp.

"S- stay away from the fog! It's poison!" He warned Cat, just as Vermin twisted hard and spun on the spot, wrenching out of his grip.

Spider-Man realized what was coming far too late. Vermin continued his spin, bringing his heavy tail up and around to catch him around the middle. He barely registered his feet leaving the ground as he was picked up and thrown several yards to slam into a brick wall. Stone cracked, along with what Spider-Man guessed were a few ribs, and his vision went white as he bounced on the sidewalk.


Black Cat saw her partner get whipped off his feet, flicked out of sight by Vermin's tail, and she felt an icy hand clench her heart in her chest. She resisted the urge to crane her neck and watch Spider-Man's trajectory through the air though. There was no time, at least, not she was mounted on a big ass rat that was thrashing wildly beneath her like a spooked stallion.

However, to be fair to the rat, she had pounced from three stories up directly onto his back and was currently digging her claws into the muscular space between his shoulder-blades. Black Cat couldn't muster much sympathy though.

Vermin had done something to Spider-Man, that much was obvious. He'd afflicted him with the same terrible condition that was currently rending the nearby cops completely prone.

She had to subdue Vermin, she had to stay away from the fog like Spider-Man had warned her, she had to trust that he'd come bounding back from wherever he'd landed – that he wasn't unconscious or bleeding from the eyes or about to die or -

No! Focus.

Yanking one set of claws free, she lunged forward and wrapped her arm around Vermin's neck, yanking his head back and squeezing with all of her might. A strangled choke came from his throat, but no poisonous fumes escaped. He scrabbled at her with claws of his own, desperate to free himself, scratching at the sleeve of her suit, but the fabric didn't break and she only tightened her hold.

"Go to sleep, little mouse." She gritted her teeth by his ear, her face full of bushy, wiry hair. "This will all be over soon."

"Get. Off. Me!" Vermin snarled and suddenly he leapt, taking them airborne.

The world tilted and turned around them and Black Cat had milliseconds to act. She released her hold on Vermin and tried to push off him, twisting in the air to get away, but she was too late. He came down on top of her, hard, slamming and grinding her into the damp asphalt with his bulk. Now, she was hissing too, scratching and punching, as he rolled and crouched above her, his clawed hands snatching at her wrists.

"Cat..." He growled, the single word dripping with more venom than all the sickly poison he'd actually spewed that night. "You and Spider-Man should have just stayed away-"

Black Cat surged upwards, head tucked low, and smashed her forehead against the bridge of his nose.

She could throw a few verbal barbs whenever she had the advantage, but banter with villains wasn't exactly her forte.

Vermin cried out, and she hoped that the small crack she heard was his nose breaking, but he didn't move off her or release his grip. Instead he just reared back, eyes wild and flashing. He opened his mouth wide and there didn't seem to be anything she could do to dodge the putrid fumes that were about to come from his lungs.

But the attack never came. Instead, Vermin was looking down at her, his face suddenly full of surprise, and Black Cat was sure his confusion was reflected in her expression as well. Vermin didn't infect her, or bite her, or return the headbutt she'd given him. He was actually moving off her, peeling away like a scab, slowly, with resistance.

She looked down, through the gap between their bodies, and saw why.

Spider-Man was on his feet, two strands of web leading from each fist to Vermin's shoulders, where he had snagged the giant rat and was pulling him back. Black Cat could see his arms shaking from the effort, in fact, it looked like his entire body was trembling.

Vermin was starting to piece together exactly what was abruptly restraining him and just as he started to turn his head to look, Black Cat acted. She tore free from his grasp and curled on herself, bringing her legs up before lashing out.

This time, when her heel connected with Vermin's face, she definitely heard his nose break.

He howled at the sky in rage and pain, both clawed hands coming up to cup his face. Spider-Man seized the advantage and gave a mighty tug, pulling Vermin off balance and sending him stumbling over his own tail.

Black Cat bounced to her feet, ready to leap onto Vermin again.

"Get out of there, Cat!" Spider-Man's shout gave her pause. "Go, now!"

For a moment, she wasn't sure why he was shouting at her, especially when they had the advantage, but then she saw the thick plumes of brown smog that were billowing from Vermin. The fog rippled from him like cascading waves, completely hiding him from view and slowly beginning to fill the street. Black Cat backed away from the approaching fog, momentarily caught between pressing the attack and staying the hell away from the poisonous cloud.

A flash of red and blue ascend from the street and arced towards a nearby rooftop and Black Cat, with a last look at Vermin, turned and gave chase.

She bounded up the nearest brick wall and joined Spider-Man, out of reach from the brown haze below that only continued spread.

"D- don't get close to me." Spider-Man warned, staggering away as she landed near him. He was shivering and coughing and looked like he'd keel over at any second. "I… I'm not sure what this is… but it's likely contagious."

"You need to go to a hospital." Black Cat spat. She wanted to grab his shoulders and steady him, but he kept her at a distance. She scowled. "What the hell were you thinking? Diving in front of that cop like that?"

"Vermin attacked her…" He leaned to peer over the edge of the roof, to where DeWolff and her squad were still alternatively coughing and vomiting and rolling at the edge of the fog. "… And then he got them all anyways… doesn't matter. I was stupid."

"Yeah, you were." As angry as she was, she hated seeing him sulk. "Why aren't you spilling your guts right now, like they are?"

"Spider blood."

"… Really?"

"That's my best guess. I don't… get sick, at least not usually."

The fog filling the street hung low and thick, but there was no sign of Vermin. Black Cat gritted her teeth, fuming quietly to herself. She was angry that he'd gotten away, angry that he'd infected her partner, as well as DeWolff and her squad – angry, because now the immediate danger was gone her brain was starting to put two-and-two together and recognize all signs that she were right in her face.

She had a very good suspicion just exactly what Vermin was and she had to stop herself from touching the necklace that hung around her neck, tucked safety beneath her suit.

Several paces away, Spider-Man swayed where he stood on the ledge.

"Spider…"

"I- I'll be okay." He regained his footing quickly and stood straight. "I'm just…. I'm going to go check on the police and make sure they get help. Are you hurt?"

"No... No, I'm okay, but you-"

"Don't worry about me," He gave her a two-finger salute, a little weakly she noted, and readied to leap from the roof. "You and I will track down Vermin tomorrow, but get clear of here for now, okay? You... you can't get sick."

She wanted to argue, but a small part of her knew he was right. Below them, Vermin's fog was slowly spreading into adjacent alleys and streets and if Spider-Man was right about the sickness being contagious, they couldn't afford to both be weakened next time they faced him.

Also, if Black Cat's suspicious about Vermin were correct, then she had business of her own to look into tonight.

"Meet me in the morning, 8 a.m." She ordered. "The usual spot."

"Okay."

"I'm serious. I know you're not feeling well, but be there, please. We'll keep our distance, but we have to talk."

"I'll be there."

"Promise me."

"I… I promise."

With that, he turned and leapt, swinging low, to land shakily in the midst of the crumpled police force. As he crouched and started to check on the nearest officer, Black Cat turned and started away across the rooftops. She knew Spider-Man would make sure the men and women back there would get help. She just hoped he got some help of his own sooner rather than later.

She didn't head back to her dorm, but instead cut a direct path West over the city streets. The rain had stopped at this point, leaving the sky overcast and dark, without moon or stars.

Adrenaline still ran hot in Black Cat's veins and her ears twitched at every screech of car tires or clatter of trashcan lids, her golden eyes roving constantly. Sirens were wailing in the distance once more, although it was hard to place the direction they were heading. Black Cat could only hope they were on their way to relieve Spider-Man of his aid-rendering duties.

Her journey eventually ended in an alley in Greenwich Village and released her transformation. As soon as she was Felicia Hardy once more, a wave of fatigue washed over her and her stomach twinged with hunger pangs. Transforming into Black Cat always left her drained, and she would need to grab something to eat and find a place to crash before she could change again, but first, she had to confirm her theories.

Zipping up her jacket, Felicia stepped from the alley and started down the sidewalk. She had never seen a power like the poison gas Vermin could breathe, but there was something achingly familiar about the suit he wore, about the mask, his strength and speed, and his animal motif.

The diamond pendant she wore under her shirt bounced slightly as she climbed the front steps of the brownstone townhouse. She wrapped her fingers around the large, weathered knocker and banged it loudly on the front door, then she crossed her arms to wait. A minute later, just before Felicia prepared to knock again, heavy locks could be heard turning and then the door slid open a crack, revealing a dark interior and a single brown eye.

"What do you want?" The eye demanded.

"Good evening to you too."

There was silence for a beat. When it was clear she wouldn't get a response, Felicia sighed and unfolded her arms.

"I need to talk to the Sorcerer Supreme." She said.