"You are terrible at this. What the hell was that?!"

"Physical contact is the biggest factor in building attraction between two people. It says so in Glamour Weekly."

"You got the idea to turn our hands into an ice cream sandwich from a magazine?"

"You two just needed a nudge to get moving, and it worked, didn't it? You should have seen how the two of you looked – standing there, holding hands, gazing into each other's eyes. It was like you were at the altar getting married already."

"She looked so uncomfortable."

"Okay… Yeah…. True. You both looked like you were about to faint. I think we'll need a more subtle approach next time."

"How about an approach so subtle that no one knows it's even an approach at all? How about we just don't do anything?"

"No! You and Felicia need this, you need me! We just have to wait for the right opportunity-"

"You two." Professor Marconi appeared between them, her voice hushed, but harsh. "You were talking through that entire presentation. Shut it now. Last warning."

"Sorry, professor." Both Peter and MJ whispered back.

Marconi stayed a hair's-breadth behind them as they turned their attention back to Doctor Connors. Peter could feel her ire directed at the back of his head, so he lifted her camera and focused it on his classmates. He had more than enough b-roll of the students just standing around, but he wanted to look busy and also have an excuse to check on Felicia through the camera's viewfinder.

She and her freshly moisturized hands had slipped into the middle of the crowd, placing several bodies between herself and MJ (and also him, it hurt to realize). Eddie had stuck to her side ever since the whole lotion debacle and he was standing next to her now, peering down at the notes she was taking on Connors's lecture.

He said something to her quietly, something funny apparently, because she stifled a soft laugh and looked at him with a smile.

Peter lowered his camera without taking a picture.

"Are there any questions?" Doctor Connors's asked. One of the students raised their hands. "Yes?"

"When are we having lunch?"

Connors sighed.

"I… I suppose now… is a good time."

As with the lobby downstairs, the cafeteria was completely devoid of life. The class was greeted with a smattering of round lunch tables and a long bar set with bowls of fruit, platters of bagels, and slices of meat and cheese with fancy crackers.

Peter knew he should probably eat, but recently and inexplicably, his stomach had decided to tie itself up with knots, so he settled for taking a bottle of juice from one of the several ice buckets that had also been set out.

Since the tour was so behind schedule, their hour lunch was truncated down to thirty minutes and Marconi paced the whole time, poking at any students that she felt were straggling in the food line. Harry was sequestered away and seated at a table by the door, his two bodyguards posted at each shoulder, watching vigilantly as he pushed fruit around his plate with a fork.

Connors was standing near Harry's table, looking over the class and checking his pocket watch nervously every few seconds. If there was any time to ask him about Ludwig Beck, this was it. Peter took a single step towards him, but was stopped when MJ tugged on his sleeve.

"Over here." She said, nodding to where Felicia was taking a seat next to Eddie.

"Nope. No. No. I'm not about to let you smush me and Felicia's faces into a bagel with cream cheese and lox, or whatever it is Glamour Weekly says to do next."

"I was actually going to have you take a shot of orange juice out of her bellybutton, but whatever. You're loss."

It was a joke, Peter knew that MJ was joking. However, that didn't stop all his blood from rushing to his face.

"But for real, now's the chance to actually talk to her." MJ continued, gesturing towards the table. "No lecture is happening, no Marconi, just lunch. You two could talk about how boring this day's been so far, or the article you're helping me with, literally anything."

Peter glanced back over to Doctor Connors, but he had moved, and the tail end of his lab coat was just disappearing through a side door that led to the bathrooms. The moment was gone. With a sigh, Peter turned back to MJ.

"You know," He snapped. "This whole 'article' idea of yours was a pretty flimsy excuse to try and get me and her together, honestly."

"Any particular reason you're being such a stick in the mud about this, Parker?"

"I'm just a little confused by your vested interest in me and Felicia."

"Think of it this way: you and her are like two characters in rom-com, right?" MJ didn't wait for Peter to shake his head, no, before continuing. "And do you know what every rom-com needs? It's a sassy best friend that is way too invested in the main characters' love lives and makes everything happen! And I can be that person for you!"

"But I don't want-"

"I know you don't, but seriously, listen. Felicia's my friend and I want her to be happy." MJ cut him off. She laid out her explanation as if it were the simplest thing in the world. "And I don't think she's been happy for a while. And out of all the things I've tried to get her to open up, none of it's worked. And you're a nice guy, Peter. I can tell, but you've got to be willing to play ball or…" Taking him by the chin, she pointed his face back towards where Felicia was sitting. "Someone else might step up to the plate."

Peter watched as Eddie and Felicia talked over their lunch. It was impossible to know what they were talking about from a distance, but whatever it was it must had been wildly amusing, considering how much the two were smiling and laughing. Truthfully, Peter supposed that the topic of conversation didn't really matter. They could be talking about school, or how boring the tour was, or literally anything.

Peter's stomach twisted further.

"You think Eddie has a thing for Felicia?"

"Duh. Isn't it obvious? You may not have noticed, but he's had an eye on her the entire day. And did you see the way he jumped into get some of that lotion? The boy is down bad, trust me."

This was all very unexpected news to Peter. He definitely had not noticed Eddie giving Felicia any special attention at all, not today or any of the many other days before then. MJ, however, seemed violently confident in her assessment. It felt like everything was happening so fast he couldn't keep up. Peter did know one thing for certain though:

"Eddie is cool." He said and he meant it too, even though he had the sudden urge to excuse himself for the rest of the day. "He's nice. Really smart too. He's Professor Marconi's teaching assistant."

"Wow, sounds like real boyfriend material."

"I… I guess."

Peter had never thought about what would happen if someone else came in and asked Felicia out, but now, he felt stupid for never considering the possibility. Even if he had though, he's not sure he would have ever suspected Eddie of all people. As their TA, they saw him pretty regularly and he interacted with the class a lot. Peter had never noticed him talking with Felicia any more than anyone else.

In a strange way, Peter was glad it was Eddie – if it had to be anyone – because truly he liked Eddie and while he may not know what boyfriend material was, at the very least he could tell that Eddie probably fit the bill.

Eddie wouldn't have to keep so many secrets. Eddie wouldn't have to lie to her about unexpected bruises and scars. He wouldn't have to make up some excuse to abandon her at a public event so he could dash off to stop a runaway train, or fight killer robots, or hunt down a mad-scientist who gave himself lobster claws.

Eddie could tie a tie.

"Peter." MJ stepped in front of him, her expression suddenly soft. "I'm not trying to make you upset."

"I'm not. I'm just thinking…" Peter forced a smile. "Maybe I'll pass on Felicia and date Eddie instead. Apparently he's real boyfriend material."

"Oh right." MJ huffed, rolling her eyes, but smiling back all the same. "Deflecting with humor, real original. Where'd you learn that trick?"

"A magazine."

"What magazine? Coping Mechanisms Monthly?"

"You sound so judgmental." Peter teased. "Are we admitting now that we shouldn't be taking advice from tabloids seriously?"

"You have to know which ones to trust. I can show you sometime." She flashed that smile of hers again, the one that seemed impossibly bright. "Until then though, you'll just have to trust my judgment. Now come on and follow my lead. Not all is lost."


"It's weird that we're the only ones here." Eddie was saying. "I thought there'd be some Oscorp people around to... I don't know, network with?" He brushed a few stray crumbs from the front of his blazer. "But this place is a ghost town."

"Yeah. Weird." Felicia agreed. She hadn't given much thought to it though, and she was admittedly having trouble thinking about it just now.

She was halfway through picking at her second bagel, somewhat mindlessly, her eyes magnetically drawn to where Peter and MJ were talking next to the fruit bowl.

"The big boss must have given everyone the day off."

"So a bunch of college kids could have the tower to themselves?" Felicia watched as MJ tugged on Peter's sleeve.

"One of those kids is his son, so maybe." Eddie cleaned the last of the food off his plate and pushed it away from him, as Felicia tore her bagel to crumbs.

"Just feels disappointing for you all." He continued, sighing. "I mean, don't get me wrong, Doctor Connors is great, but I thought there'd be more scientists for you to talk to."

"Yeah. I suppose so."

She didn't feel like explaining to Eddie that she was only in Marconi's class for a required science credit and couldn't care less how many Oscorp scientists they got to talk to that day. Across the room, Peter was turning his bottle of juice over and over in his hands, absentmindedly twirling the bottle so fast it blurred. Felicia's gaze was drawn to the movement, to the wringing motions of his long fingers.

If she focused her thoughts, she could still feel the phantom touch of his hands on hers. It was… kind of nice…

And very distracting.

Felicia was not a physical person, she never had been, and even though it seemed like such a small thing, she couldn't remember the last time she'd touched someone like that. Spider-Man didn't count probably (no matter how much she'd like it to), because unlike with him, she and Peter had touched, skin to bare skin. They'd held hands.

How scandalous. Felicia almost wanted to laugh.

But why?

Why him? And why now? And why not MJ or Eddie or anyone else?

Was it because they'd been sitting next to each other in class the whole semester?

Maybe.

But then again, Felicia saw MJ almost every day and Eddie was in Marconi's class just as much as Peter was – so it had to be something else. Something that had changed with Felicia herself, maybe… something that had happened recently, something like…

Well... something like what had happened with Spider-Man.

But not exactly like that, because Felicia had very little doubts about what had happened there. It made sense that she was comfortable with Spider-Man because of what they now shared.

No, what mattered now was: why Peter?

As she was sitting there with Eddie, a memory came to her – Peter, slumped over in the hall outside their Chemistry class with a nasty concussion, and Felicia's hand on his cheek… She'd touched him then too, but it hadn't even registered. She'd been too worried about Peter to think of anything else. Could that be it? Could she touch people only when she feared for their well-being?

She wasn't sure the lotion incident counted.

Felicia had the disturbing feeling that she was missing something – and not one-eighth of her soul, but something else – a way to piece together the scrambled parts to this puzzle, all of which were here, staring her right in the face, if only she could just-

"They're coming over." Eddie tapped her on the shoulder and Felicia flinched. "Want me to ask them to sit somewhere else?"

He was worried about her, which was fair. Felicia knew she'd been unusually quiet and preoccupied since the lotion incident (as it shall forever be known).

"It's fine." Felicia assured him and went back to picking at her bagel. It was little more than dust now though.

Perhaps it was an act of mercy, or some rare situational awareness, but MJ did not insist on having Peter take the empty seat by Felicia's side. Instead, MJ sat there, placing herself between the two as she took to comparing what notes and pictures they had so far.

She didn't need to tell Felicia that her notes were shit – she already knew that. She'd barely written a single word during Doctor Connors's most recent twenty-minute diatribe on Oscorp's spearheading of development on industrial-strength chemical bonding agents.

To her continued credit, MJ just nodded thoughtfully, reading Felicia's work as if considering what parts were useful for her article.

"I can definitively reference this later when I start writing. Nice job! I really appreciate your help, Felicia."

Felicia took her notebook back without saying anything. Satisfied as MJ may be, Marconi would be a different story and there was still a lot of the tour to go, which meant Felicia's note-taking was far from over.

"And, Peter, these are amazing!" MJ was clicking through what he had captured on Marconi's camera – a little too quickly to appreciate any of them, in Felicia's opinion. "Have a look at these!"

Felicia took the offered camera and Eddie leaned in to look too.

The camera's small LCD screen didn't have the best quality, but the pictures were still nice enough, save for a selection that Felicia was sure Peter himself would consider abysmal. That said, even Felicia's untrained eye could tell he had skills.

Most of the pictures were of the class listening to Doctor Connors as he spoke on one thing or another, but there were also some wide-shots of the lab spaces and the glossy hallways that seemed nearly endless inside the tower.

"Damn, these are good, Peter!" Eddie agreed, smiling. "You somehow got everyone's good side."

"Especially, Felicia's" MJ added. "Don't you think?"

They were looking at one photo of the class in particular, taken early during the tour. Felicia wasn't exactly the main focal point of the picture, but she was very clearly visible, standing next to MJ near the center of the group.

"I – Yeah." Peter agreed.

Felicia couldn't see his face from where he was sitting on MJ's other side, but history told her it was safe to assume he'd surpassed blushing and that his face was approaching a plum-like color. She knew he hated being put on the spot like that, something MJ was apparently too oblivious to realized.

A bizarre sense of deja-vu washed over her as she clicked through Peter's photos.

Felicia vividly remembered how oh so recently she'd stood on the ledge of the Chrysler Building, inspecting different photos on another, equally shitty camera – with Spider-Man at her side.

It seemed both Peter and Spider-Man had an eye for photography.

Which was fine.

Photography was a pretty common skill for two, unrelated people to have and Peter and Spider-Man were both very skilled… in lots of ways, at lots of things. They were both brilliant and kind and funny and brave, and Felicia just happened to feel more comfortable with both of them than she did with anyone else in the world apparently.

But that was fine.

She could appreciate the many similarities between her two friends without jumping to any conclusions, because really, what conclusions where there even to be drawn? It wasn't like Peter could be Spider-Man, right?

Felicia spent the rest of lunch in a kind of detached silence.

Luckily, MJ and Eddie seemed more than willing the fill the void she left, continuing to chat with Peter about his pictures after eventually pulling the camera from Felicia's slack grip.

Oh god. Is Peter Spider-Man?

The implications of this thought, her "conclusions", were almost too big to grasp and frankly, by the time lunch was over and the class was shuffling out of the cafeteria, Felicia had nearly talked herself into dismissing the theory outright.

Honestly, how could Peter be Spider-Man?

Sure, they had some stuff in common, but what evidence did Felicia really have? A list of some general personality traits and a brief hand-holding session? It was likely all the things she'd just considered were coincidences, after all.

A voice that sounded suspiciously like Peter's (or maybe it was Spider-Man's) spoke to her in her head:

We need more data.

She would have to investigate further. There was no reason to panic, not when she didn't have all the facts in hand.

But then again, did she even want to find out?

Yes… a million times yes.

A guilty spike shot through her like the jab of a needle. She and Spider-Man had agreed to keep their identities a secret for a few reasons. He especially had many a hangup on the whole issue, swearing passionately that it was safer for everyone, themselves, their families, the whole city, if they kept their personal lives away from all the hero stuff. Felicia had to wonder – would her trying to snoop out his identity like this be a betrayal of trust?

The reasonable part of her suspected grimly that the answer to that was 'yes'.

Doctor Connors was leading the tour briskly down a long hallway back to the elevators. He was in the middle of another speech about the wonders of Oscorp tower, but once again Felicia absorbed none of it. MJ and Peter were walking a few paces in front of her, talking softly about…. something. Whatever it was, it apparently required a lot of touching. MJ was holding Peter by the elbow, tugging on him every so often, forcing him to stoop so she could whisper in his ear.

Felicia had to admit, Peter was definitely showing her roommate some super-human levels of patience, which would make sense if he actually was Spider-Man.

Of course, that would also mean that MJ had been flirting with Spider-Man all day...

"You alright?" It was Eddie again, touching her gently on her shoulder and sending tingles over her collarbone into her chest. "You look really pale all the sudden."

"I think I need some air." Felicia managed stiffly.

Fresh air was apparently hard to come by in the damned tower though. The class had been walking down the hall for probably five minutes and had passed nothing but the same nondescript steel doors, emerald carpets, and artsy light fixtures - no windows to be seen, let alone a stairwell to duck into. Felicia doubted Marconi would let her leave without a good reason anyways, even after Eddie offered to vouch for her.

No. Felicia steeled herself, ignoring the sour taste at the back of her throat. She decided firmly, once and for all, to put it all out of her mind... for now. God only knows she thought about Spider-Man enough as it was – she didn't need the extra complications that came along with Peter too.

No. She had other things to worry about.

The class trudged onward, sleepy, even after a pretty sparse lunch. Felicia tried to tune into what Doctor Connors was talking about, but she was still only able to catch snippets from her position near the back of the caravan. Eddie was trailing with her, shooting her a quick glance every few seconds or so, regardless of how many times she assured him that she was fine. She appreciated the concern, but the attention – not so much.

Harry Osborn had the luxury of staying several feet behind the group, his face buried in his phone as he walked. Felicia definitely did not envy the pair of guards that sandwiched him on either side, though, their enormous shoulders nearly brushing the sides of the hallways as they plodded along with measured, short steps.

"Doctor Connors?" Up ahead, Peter's voice sounded uneasy. "Did we… uh, make a wrong turn somewhere?"

"No," Connors answered decisively. "The elevators should be just ahead here."

They continued walking. However, after another minute, Felicia started paying attention to it too. The monochrome, grey corridor stretching in front of them seemed to be identical to the last thirty-or-so feet behind them. They turned a corner and were greeted with more metal doors, lined evenly along yet another length of hall. Now that she thought about it, Felicia was sure they'd been walking the same loop for the last fifteen minutes.

"That's… strange." Doctor Connors turned and looked through the class, past where Felicia was standing and back down the hall where they'd come. "The elevators should be right about here."

"Maybe we took a wrong turn." Marconi suggested. "Let's head back."

With a wave of her arms she started shepherding the class backwards. The students obeyed sulkily and to Felicia's surprise, Peter surged forward to take the lead with Connors, the pair striding quickly down the hall with the class in their wake. Felicia trailed behind again, following the group as they turned left, then right, then left again, navigating more of the same hallways before eventually stopping at yet another stretch of dull, grey wall.

"Something isn't right." For the first time, Doctor Connors looked nervous. He used a handkerchief to dab at the sweat collecting on his forehead as he caught his breath. "We've walked far enough to be on the other side of the tower, but nothing looks right. There should be an arch here." He indicated a bare stretch of wall. "And a set of glass doors over there. I'm sure of it." He turned and appealed to Peter. "Right?"

Peter gave a small nod, frowning seriously as he looked around the hall.

"It's like… the walls have been rearranged." He said, then gave Doctor Connors a nervous smile. "This wouldn't be part of the tour, would it?"

"No, absolutely not. We don't have time for this." Connors sighed, consulting his watch once more. Not liking what he saw apparently, he glanced around the hall again, shifting his weight from foot to foot, as he stared thoughtfully. "Let me think…"

"I got this." Flash Thompson stepped forward out of the group and all eyes quickly fell to him. "I'll find the elevators."

"No, Mr. Thompson, don't-" Professor Marconi began, but it was too late.

Flash shrugged out of his jacket and tossed it at MJ, who let it fall to the carpet without trying to catch it, and then he was off. He sprinted down the hall like a runner that'd just left the starting blocks and disappeared around the corner. The class waited, staring after him in silence for several long moments. The sounds of his shoes on the carpet faded away and then, a second later, started to grow louder again.

Everyone turned in unison as Flash reappeared around the corner behind them, coming to a screeching halt just a hairsbreadth away from knocking two students aside like a bowling pins. He stared at them with wide eyes.

"It's a loop, bro." He gasped. "I followed the hall and it came right back here. No elevators or nothing."

Peter and Doctor Connors exchanged a look and Felicia felt a sudden chill wash over her. So they had been walking in circles.

"Try the doors!" A student exclaimed, but Felicia was already moving before anyone else could.

She stepped up to the nearest steel door and grasped its handle. Or, to be more accurate, she tried to grasp the handle. Felicia watched in horror as her fingers passed clean through the brushed metal, her hand closing on empty air.

No. That wasn't right.

She tried again, but got the same result. It was as if there was nothing there, the door handle was nothing but…

No. Not here. This isn't possible.

And yet, the fake door shivered ever so slightly in the hall's light as she pushed her hand through the metal as if it were made of nothing but mist. Half of Felicia's forearm disappeared before she stopped, gazing dumbfounded at where the hologram parted in ripples around her skin.

To her left, someone let out a startled yelp. One of her classmates had tried another door.

"What's happening?!" A girl screamed.

"Is this part of the tour?" Someone asked again.

"We're trapped!"

"Everyone stay calm!" Professor Marconi's voice was loud in the hallway (although now Felicia was wondering if it was even a hall at all). "Step away from the walls, all of you! Come here now!"

Felicia was barely listening though, she pulled her hand from the hologram and turned, scanning the class for Harry Osborn. She couldn't see him though. The students had listened to Marconi and were rushing to form a frightened clump in the center of the hall. Felicia started pushing her way through them, nearly knocking Peter to floor as he crossed in front of her – heading in the same direction she was.

She didn't have time to apologize to him though. The charm around here neck was growing suddenly warm as she charged forward, every one of her senses on high alert.

She couldn't believe she'd been so careless, so distracted. The only thing that mattered, really mattered, was keeping an eye on Harry like she'd told Spider-Man she would, and now, just a couple of days after Harry was attacked, they were all standing in the middle of a hologram hallway like a bunch of idiots.

There was only one explanation - Mysterio had to be here.

Felicia squeezed between Flash and another boy and spotted Harry. He was where she'd last seen him – wedged between his two guards, not looking at his phone for once in his life, but glancing around at his panicked classmates. The blood slowly drained from his face as he seemed to realize that something bizarre was happening, but he was safe for the time being. He had his guards and Felicia was ready to transform at a moment's notice.

We just have to get out of this hallway.

No sooner had the thought crossed her mind then the hallway suddenly vanished, the walls around them falling away like sheets of rain to reveal an ethereal black void. There was no ceiling or sky above them, and although every single one of Felicia's classmate's terrified faces were clearly visible, there were no lights of any kind – no moon or sun that could have illuminated them. The group was no longer in Oscorp tower, they weren't anywhere. If Spider-Man hadn't told her what he'd seen when Mysterio had attacked the awards ceremony, she might have thought they'd all abruptly died.

"Oh my god, we're all dead!" A girl screamed and the mix of voices that rose to agree and argue was abruptly drowned out-

"You aren't dead." A booming voice, layered and robotic erupted around them, and the whole world fell silent. From the darkness, a moon suddenly did appear. It was perfectly smooth and white as snow and -

That's no moon. The Spider-Man in Felicia's head warned her

The silver sphere was sitting on a pair of shoulders, like a crystal ball that someone had cut a hole into and stuck over someone's head. The shoulders were draped in flowing cloak the color of blood, which was wrapped around what Felicia could only describe as part of a suit of medieval armor – a shiny breastplate and gauntlets over a more modern-looking body suit – lime green, of course, because apparently no super-villain could resist putting together the ugliest fits.

Or resist making a dramatic entrance.

"At least... you aren't dead yet." Mysterio continued, one of his fingers rising to waggle at them – teasing. He stepped fully from the shadows and the class retreated as one, as if his bulbous head was repelling them with its own negative gravitational field. A robotic, jagged approximation of a laugh reverberated from his breastplate. "Now, now. You don't have to be scared. If you play your cards right... we can keep it that way."

He took another step forward and the class took another step back. Around her, Felicia could feel her peers trembling. The sound of Mysterio's metal boots was thunderous in the nothingness beneath them and his helmet, milky white and opaque, had a barely visible swirling pattern, that drew the eye, bordering on hypnotizing. Felicia forced herself to glance away though, scanning for… she didn't know. There was nowhere to run.

"What is it you want?" Doctor Connors asked, his voice wavering only the smallest bit. Felicia felt a swell of respect for the man. She wasn't sure how many skinny, one-armed scientists would have put themselves front and center like that. She wasn't sure it fell under the tour guide responsibilities – even if it kind of was his fault they were all there.

"Not terribly too much. I simply need some alone time with the prince of the kingdom." Mysterio gestured to a point at the rear of the class and Felicia didn't have to look.

"M – me?" Harry croaked.

Felicia would have to transform. She gritted her teeth, bitterly savoring the last few moments with her precious secret identity. Briefly, she wondered what Spider-Man would say when he found out. Would he be upset with her for revealing herself as Black Cat to her classmates?

As soon as the silly question came to her, it vanished. There wasn't a doubt in her mind that he wouldn't do the same in her position.

She took a step forward, her pendant white-hot, ready to peel herself from the group and step between Connors and Mysterio, but a strong set of fingers suddenly snagged her shoulder, sending a jolt down her spine.

"Stay back." Eddie urged, protective as always, his voice barely a whisper and his eyes round as quarters. "Just-"

Felicia didn't waste her breath arguing with him. He'd see for himself soon enough that she was far from helpless. She was just shrugging out of his grip, when a commotion erupted behind them. Harry's bodyguards had leapt into action (Felicia had almost forgot they existed) and drawn a pair of pistols from their jackets, leveling them in unison at Mysterio with weighty clicks.

The class parted like the Red Sea, stumbling over one another to get out of the line of fire that was no doubt about to erupt. Eddie pulled Felicia to the side as well, tugging her off balance, so she nearly fell as she lurched after him.

"Ah, ah ah. I wouldn't recommend that." Mysterio drawled, unflinching at Harry's guards. Then suddenly he was gone, vanishing into the nothingness and reappearing a heartbeat later on the group's left. "Chances are you'll miss."

Several people screamed, crying out in shock, and the bodyguards were quick to swing their guns around, sending students scattering as they tried to stay out of the path between them and the super-villain. Felicia saw Peter grab two of their classmates by the backs of their jackets and push them to the floor, Flash – in a fit of gallantry – had decided to pick up Professor Marconi and tuck her under his arm, sprinting away from where Mysterio had appeared as Marconi shrieked, only half visible under his wide bicep.

The bodyguards, slow to act as they were, earned a few brownie points in Felicia's book by showing considerable discipline and not opening fire just yet. Not only were there kids bumping into each other every which way, but as soon as they had a clear shot, Mysterio was gone again, reappearing somewhere else.

"Or, maybe you will hit me." Mysterio continued, slipping out from the blackness once more. He gave a kind of half-bow and gestured to his side with a wide sweep of his arm, introducing a second, identical Mysterio. The twin spoke in the same robotic voice. "But will it be the right me?"

All around them, more Mysterio's materialized, popping up every few feet in a ring around the class until they were completely surrounded. No one knew where to look, and Harry's guards certainly didn't know where to aim. The Mysterios spoke, a chorus of digitized voices.

"And why attack when we could simply talk instead?" They asked.

"Right, talk." Someone parroted. Felicia whirled around, nearly giving herself whiplash in the process. It was Peter. "Just like when you tried to 'talk' to Harry the other night and nearly killed him?" He asked.

"Oh, I wasn't going to actually kill him." The Mysterio closest to Peter sighed, as if that were obvious

"Y- you sent a fifty foot tall monster after me." Harry choked. He had retreated into he heart of the group. His pale face was barely visible through the throng. "It was screaming. It breathed fired!"

"It was not fifty feet tall. It was twenty, at most." Mysterio countered. "But okay, I'll admit I may have come on a little strong the other night. Which is why I'm opting for a less heavy-handed approach today."

No one had anything to say to that, but Felicia was sure they were in agreement that this had to be the most heavy-handed thing any of them had ever seen.

"My patience does has limits though. So while we can keep things civil, let's do our best not waste any more time." The Mysterios took a step forward as one, tightening the circle around the class. "Come on, Mr. Osborn. Let's take a walk, just you and me."

Peter stepped closer to Harry, so did MJ, Doctor Connors, and the bodyguards.

"If you want Harry, you'll have to-"

"Go through you. Yes, yes. I was well aware it may come to this." Mysterio cut MJ off mid-sentence. "Very well then. Don't say I didn't at least try to be polite."

In perfect unison, each Mysterio raised a hand and then snapped their fingers with an exaggerated flick of their wrist. Glowing sets of eyes immedately appeared in the void around them, looming a dozen feet off the ground. There had to be six sets of eyes, all moving steadily, unblinking, closer until the jagged outlines of hulking, grinning demons appeared.

Felicia knew these had to just be holograms, beams of light stretched over robotic frames just like Spider-Man and her father had described, but that didn't stop them from looking very, very real.

But they're not real. Felicia reminded herself. None of this is. They can't hurt anyone-

One demon close to her opened its mouth and let out a tremendous roar, which seemed to shake the whole of Oscorp tower, and was accompanied by a blast of air that tousled Felicia's hair. She got a very strong whiff of diesel.

"Run, Harry!" Doctor Connors shouted as the beast's roar faded.

This cry was the final spark this disaster needed. Harry's bodyguards opened fire then. The demons, as numerous as they were, were tall and large enough to be clear targets. The sound of gunfire was almost as loud as the demon had been. Everyone was screaming and Mysterio was trying to say something, but his voice was drowned out by the tremendous explosion of noise.

The students had two choices: cower or scatter. Miraculously, it seemed there was a fifty-fifty split on who wanted to do what, which led to a lot of confusion, trampling, tripping, and just general confusion that Felicia considered mostly counter-productive.

"Peter, NO!" MJ screamed, but Felicia couldn't see what was happening.

She made a snap decision and ran, diving through the pandemonium towards where Harry shook on his crutches, still wedged between his guards. The two men were looking elsewhere though, still sending shots pinging off the demons, so they didn't notice as Felicia bounded between them, leaping over one of her slumped classmates (fainted), to grab Harry by the front of his blazer.

"What are-" His voice was several octaves higher than usual, but Felicia didn't have time to listen further or explain anything.

She shoved him hard, sending him reeling between his guards, and through a gap in the panicked students. She stayed with him, wrapping her fingers around his lapels as she pushed against him again, forcing him into some kind of awkward, backward gallop. His crutches slid against the invisible floor, fighting for stability, and Harry looked at her as if he didn't recognize her – as if she was just as scary as the ring of Mysterios and demons surrounding them.

"W- what are you doing?!" Harry spluttered, as she shepherded him backwards. They were nearing the line of Mysterios and as a result, he was starting to slow.

She pushed him harder.

"You need to move." She urged. "They can't hurt you."

"Umm." Harry said in disagreement, and then, glancing up, he repeated louder: "Umm!"

A demon had shambled forward and was now standing over them, its ruby eyes pointed directly down at Harry. There was a gap between its legs big enough to drive a small car between though and Felicia set her gaze firmly ahead, beyond the demon, past the Mysterios, to where she hoped would be an exit. In her mind's eye, she could picture how easily her arm had passed through the holographic door of the fake hallway. They just had to get there again, escape the boundaries of the hologram.

There wasn't time to explain that to Harry though, who had suddenly decided to seize up now that the demon was standing over them. There wasn't time to do much of anything. The demon's massive, clawed hand was descending, its red scaly palm big enough to grab both of them up at the same time.

Now or never.

Felicia had put this off long enough. She focused on the crest around her neck – and suddenly a hand wrap firmly around her wrist – not a demon's hand, but a regular human one, which just so happened to belong to -

"Eddie!" She gasped, allowing herself single moment of surprise, before her brain caught up with what was happening.

Eddie had grabbed her and Harry, and now they were all moving again, surging clumsily into motion. They darted between the demon's legs and rushed forward, Harry's feet barely touching the ground as Felicia and Eddie each took one of his arms. The demon's hand closed on empty air behind them and Felicia could feel, more than hear, its clawed feet thudding against the ground as it turned to give chase.

They had reached the line of Mysteros and Felicia held her breath, tugging to direct Eddie and Harry between a pair of them. Their globe-like heads turned, silently watching them as they passed, but they made no move to stop them.

Holograms. Felicia reminded herself.

Eddie's steps faltered as they passed beyond the circle of super-villains, but Felicia kept them moving. They pressed further, heading out into what seemed like nothing but an endless, black horizon. Then suddenly, as if someone had flicked a switch, they stepped beyond and out into a brightly-lit corridor, coming face-to-face with the gray wall's of Oscorp tower that they knew oh so well.

They collided with one of the hallway doors, a real door, and Harry and Eddie collapsed to the floor. Felicia kept her feet, turning to look behind them. It was a bizarre scene.

She could clearly see into the chaos inside the hologram. Her classmates, the ones that weren't huddled on the floor, were dodging around Mysterio's demons. Felicia counted three, as opposed to the six or so that had been threatening them in the void. Their robotic frames were still disguised as monsters, and while they were still big and definitely dangerous, they looked much less threatening than they had a moment ago.

And now that she was paying closer attention, she could also see they moved pretty slowly too. She watched as one reached jerkily for Doctor Connors, but he managed to sprint away at the last second, quicker than Felicia would have thought the scientist capable of.

Flash still had Professor Marconi with him and he danced around another robot, coming very close to MJ, who was for some reason wrestling with an irate Peter Parker.

Peter was glancing around wildly, panicked, no doubt looking for Harry.

Only Felicia, Eddie, and Harry had broken out of the hologram. The others still probably thought they were hemmed in by the many copies of Mysterio.

Speaking of…

There were no Mysterios. There wasn't even one Mysterio, at least not one Felicia could see.

They were all fake.

The demon they'd dodged, one of the real ones, was turning around, its gaze landing on where Felicia and the boys caught their breath at the side of the hall. Felicia shelved her many questions for the time being and cupped her hands around her mouth.

"It's not real!" She shouted as loud as she could. "Just run! Now!"

Whether or not her classmates heard or understood, she couldn't stick around to find out. Ducking, she grabbed Harry by his arm again and started to haul him upright.

"Help me." She ordered Eddie and he was quick to obey, helping her get Harry's feet and crutches under him.

"Wh- what the hell is going on?" Harry gasped. "Is this… Are we- are we safe?"

"No." Felicia picked a direction and started down it as fast as their three-person, six-legged, two-crutched awkward gait would allow. "Where are the elevators, Harry?"

"Elevators?" He sounded like he'd never heard of such a thing.

"Yes, elevators." She spared a glance back. The demon had taken several steps after them and was starting to gain momentum. "Focus, please. We need to get to the lobby."

"Elevators should- uh, they should be…" Harry's eyes roamed, eventually settling on an archway that was coming up on their right. He pointed. "There!"

Felicia and Eddie half-carried, half-dragged Harry the final few yards and Felicia bit back a sigh of relief when they were greeted by a small lobby with several golden, elevator doors. Eddie rushed ahead and jabbed the closest 'down' button at least eight times.

They could hear the sound of clawed feet scrapping against the floor in the hall, coming closer, and as a horned head appeared in the archway behind them, a set of elevators abruptly opened, gliding silently to release a billowing gust of black smoke.

Mysterio stepped from the darkness, hands on hips.

"Very brave, I admit. But also very stupid." He chided. "I can't help but feel partially to blame for the confusion here though, so let me make it abundantly clear…" Each following word was punctuated with a clap of his gauntlets. "You. Cannot. Escape."

He was shorter up close, almost as tall as Felicia was. In the smooth glass of his helmet, she could see Harry, Eddie, and herself reflected, as well as the demon's clawed hand reaching through the archway behind them.

She shot Eddie a quick look and, to her utmost relief, he seemed to get it.

"Yeah, well," Eddie said, bouncing ever so slightly on the balls of his feet. "Won't know for sure until we try."

They rushed Mysterio together, tugging Harry along after them.

Mysterio had time to let out a short "Wait-" before they collided with him – shoving their way through him.

The illusion broke apart like a puff of smoke and the three of them tumbled head-first into the elevator. Harry let out a pained ooof as he collided with the floor and Felicia's knees ached sharply, but she ignored the pain and made a lunge for the elevator buttons, slamming her palm against what she hoped was the one for the lobby.

The doors closed and they heard a sharp noise, an ear-splitting squeal, as the demon clawed at the elevator doors, but the sound quickly faded as the elevator shuddered and they started their descent.


Flash kicked the cafeteria doors open, sending each swinging wide on their hinges to slam into the walls. Peter and MJ followed him as he dashed inside, the pair turning and grabbing the nearest lunch table to slide it in front of the doors.

Peter was pretty sure they weren't followed and he doubted very much that the makeshift barricade would hold off Mysterio's robots for very long, but it didn't matter – nothing they did mattered because no one was safe, least of all Harry, if Spider-Man didn't make an appearance soon.

Peter had to find a moment to slip away and change into his suit-

"Peter! Help me with this.!" MJ was throwing her entire weight behind another table, trying to slide it to join the first.

With a sigh, he jogged over and pushed the second table into place. When the cafeteria doors were doubly secure, MJ sagged against the barrier, trying to catch her breath with deep, shuddering gasps.

"What is wrong with you?" She demanded after a moment, glaring so sternly at Peter that he nearly flinched. "Are you insane?" She asked. "Are you a- a crazy person?"

"No?" He took an involuntary step back. "What are you talking about?"

"You nearly threw yourself at that cueball guy! He would have killed you!"

Peter bit back a frustrated sigh. If MJ hadn't grabbed him and basically mounted him like a lemur on a tree, he definitely would have taken a run at Mysterio. Not that it would have done any good. Mysterio hadn't even been there, not really. Yet, somehow he'd managed set up a hologram inside of Oscorp tower, one of the secure buildings in New York, and on top of that – send a few more of his robots to kidnap Harry.

I have to find him.

Between MJ and their classmates and everything else that had been going on, Peter had completely lost sight of Harry in the chaos. The entire class had scattered and Harry could have been anywhere in the tower. For all Peter knew, Mysterio could already have him.

"Parker's got a death wish; always has." Flash explained sagely. He finally set Professor Marconi down in one of the abandoned cafeteria chairs. She looked momentarily stunned by all that had happened, a little ruffled too, but mostly unhurt. "He'd get his ass beat every day and still show up for more the next." Flash continued.

He would know. He'd administered most of the ass-beatings himself.

MJ gave him a look that was decidedly distasteful and turned back to Peter.

"Well you can cut that shit now, because the only way we're getting out of here is- where do you think you're going?"

Peter froze. He had been carefully shuffling backwards towards a swinging door he knew led to the kitchens.

"I need to… go find a – uh, a place where I can…" Why was this part always so hard? "Find a place to… throw up."

"Bro." Flash groaned. "Are you serious. You're really that scared?"

"You're not?"

"Of course not! Spider-Man will show up. He always saves the day."

"Right.."

"Here." MJ grabbed an empty ice bucket off a nearby table and thew it to him without so much as a blink. "Do it out here and make it fast. And turn around. If I see you throw up, I will throw up."

"I can't just…" Peter sighed, staring into the depths of the bucket . His stomach gave a genuine turn. "I promise to be back fast, okay? I just need a minute."

"I have to agree with her, Mr. Parker." Professor Marconi weighed in. She seemed to have regained some of herself, and tried to tame her tousled hair with shaking fingers. "It's best if we all stay together. We can stay here until we are rescued. Flash, please call 9-1-1."

"Can't, Prof. You took our phones, remember?"

"Ah… right. Yes… of course." Marconi sighed, her forehead coming to rest in her palm.

It didn't matter though. Peter couldn't imagine what kind of rescue could be coming anyway. The police couldn't contend with Mysterio's robots, Oscorp tower's security seemed completely absent, and Black Cat-

Cat.

In all the excitement, he'd nearly forgotten – they had a way to reach each other now.

He turned from the others and dug his spare cell phone out of his pocket. He flipped it opened and clicked over to the messaging tab. There was only one contact programmed in, labeled with a simple cat emoji.

Spider:
Need you ASAP at Oscorp Tower. Mysterio is here. Harry Osborn is in danger!

Not very informative, but it got the main points across. He was considering following the message up with a few more details, maybe suggest they meet up some place (he wasn't possibly sure where), when an ear-splitting wail suddenly ripped through the air.

Peter nearly dropped his phone. He spun around, looking for MJ or Marconi, his panicked mind conjuring up the worst possibilities, certain they were being attacked – but no. MJ, Professor Marconi, and Flash were all presently fine, standing with their ears covered to block out the harsh noise. It was after Peter took a relived breath that he noticed a pair of large klaxons set high on the wall, a flashing red bulb pulsing between them with each blare of the siren.

"That's lovely." MJ commented, barely audible over the din.

In all the nights Peter had spent working in Doctor Connors's lab, he'd never heard this alarm before. He supposed the tower's security must have finally kicked in. Perhaps the security staff was working their way up the tower now, and would find them soon…

A pair of panels in the ceiling slid open to reveal two square holes into the darkness above. Black plumes of smoke issued from the space and from each hole crawled a twisted imp, smaller than the demons in the hall had been, but much more nimble. They moved in unsettling, jerky motions, unfurling crumpled, crimson wings as they dropped from the ceiling and descended on them.

MJ dove under a lunch table, escaping the imps' searching gazes. Flash and Professor Marconi were not as quick to react. Flash let out a cry as one imp swooped down and wrapped its thin arms around his middle, lifting him clean off the ground with one beat of its leathery wings. The second imp went for Marconi.

Peter was still holding the ice bucket and he threw it as hard as he could. It spun lopsidedly through the air, but it flew straight, hitting the second imp square in the face. The bucket folded like paper, but the force of the impact was enough to throw the imp off-balance and Marconi took advantage of the distraction to slide under the table with MJ.

The relief Peter felt at this was soon eclipsed by the fact that Flash was literally flying away.

"Remember me!" He cried, as he was carried upwards, back through the square of black from where the imp had come.

Peter shook back his shirt sleeve to expose his web-shooter. If he was fast, he could yank Flash free and catch him before he hit the ground. He had just raised his arm when a pair of claws seized him by each shoulder.

The second imp had decided he was worth taking in place of Marconi, it seemed.

Its claws dug in tight and Peter felt himself being lifted skyward. His immediate instinct was to wrench himself loose, but Peter forced himself to relax.

Below, he could hear MJ calling out, but the sound faded quickly, vanishing along with everything else as soon as they passed beyond the cafeteria's ceiling.

Peter couldn't see a thing, but he could hear Flash struggling somewhere above him and a low, mechanical hum, that he could only guess was coming from the winged imp that was carrying him.

The imp took a sharp turn and Peter felt his side scrape against the walls of whatever chute they were traveling through. It wasn't an air duct, Peter guessed, but maybe some kind of package delivery system… although that didn't make much sense given its placement in the cafeteria. Whatever it was, it was pitch black inside and seemed to go on for quite a while.

Peter didn't know where Mysterio's little flying monkeys were taking him and Flash, but he wasn't going to wait around and find out. MJ and Professor Marconi were defenseless back there and Harry was still somewhere in the tower.

You wanted some privacy, well here you go. Congratulations. Peter thought drearily, then, with a twist of his arm, he broke free.


The elevator came to a grinding halt.

The sudden stop caused Eddie to stumble into Felicia and she pushed him upright by the back of his jacket. Harry would have fallen too, if he wasn't already on the floor, propped up against the wall with his head resting on the metal handrail.

His face had been unusually blank during the ride down, but now he blinked his unfocused eyes and gazed around the elevator.

"Why'd we stop?" He asked, panic rising in his voice again.

Felicia didn't answer. She tried the button for the lobby and then, when nothing happened, she pressed it a couple of more times just for good measure. Despite the rapid clicks, the elevator stubbornly refused to move.

"This isn't good." Eddie surmised. "Maybe we-"

Whatever he was about to suggest was lost beneath the sudden blare of of a siren that seemed to rip through the whole tower. The sound came from above and below them and even through the walls of the elevator, it was still loud enough to set their ears ringing.

It lasted for what must have been several minutes and Felicia held her breath the whole time, waiting – sure that any second the elevator doors would be ripped apart by one of Mysterio's robots, or that the elevator would suddenly plummet down the shaft uncontrollably. She wasn't sure she'd be able to save Harry and Eddie if that happened.

Then suddenly the siren stopped and the three of them were left trembling under the red glare, Harry's stuttering gasps now sounded like rolling thunder in the silence.

"Th- that was the security alarm." He said. "The whole building is going on lock down."

Felicia and Eddie stared at Harry, waiting for him to add more.

"And that means?" Eddie prompted after a second.

"I… I think it means most of the exits will be closed and all the labs too, and… and, you know," He gestured vaguely around them. "The elevators turn off. We'll have to wait until we're rescued… I think"

"You think? How do you not know? Doesn't your dad own this place?"

Harry only shrugged under the questions and Eddie shot a look at Felicia, but it missed. She had already turned away and was inspecting the elevator doors. Felicia could see red, slightly brighter than the glow inside the elevator, through the crack between the doors. They'd been lucky not to stop between floors.

She tried to pry the doors apart, but they refused to budge, even with Eddie joining in. If she transformed into Black Cat, she could probably pull them open as easy as a pack of gum – but Felicia had a better idea.

"Give me a boost." She said, pointing up.

Eddie followed her finger and, after squinting for a moment at the faint square in the ceiling, started shaking his head furiously.

"No way. No way in hell."

"Why not?"

"You think you're going to get out of here and what? Climb down the elevator shaft?"

"It works in the movies." Harry supplied, looking up at the roof hatch now too.

"Exactly." Felicia agreed, failing to resist giving Eddie a small smile. "Just like the movies. Come on, I'm just going to take a look around. We can't just sit in here and wait. It's too dangerous."

"Boost me. I'll go look." Eddie countered.

"You think I can lift you?"

He looked down at her, examining her slight frame as if calculating how much weight her arms could bear. He took a look around the elevator next, glancing at the hand rail and then the ceiling. It was higher than in the elevators Felicia was used to, although she supposed that was necessary for moving lab equipment through the tower.

Harry didn't provide any further input and after another second of inner turmoil, Eddie finally relented. He muttered to himself as Felicia, feeling somewhat satisfied, climbed onto the handrail.

Very carefully, she put one of her boots in Eddie's laced palms and he pushed her upwards. Eddie ended up braced against the elevator wall, with Felicia standing with one foot on each of his shoulders.

If he was upset with her trampling all over his blazer, he kept it to himself.

Even with the added six feet and some change of height, Felicia could barely reach the ceiling of the elevator with her fingertips. There, a square panel was set into metal and secured shut with a single, large screw. Luckily, Felicia carried spare pocket change with her always for just such an occasion.

A dime fit best, but it still took half a minute for her to carefully twist the screw and rattle the panel loose. With a small hop and a shove, the panel swung up and away to clang against the roof the elevator. The darkness above seemed to stretched away from her into what felt like eternity and a bizarre sense of vertigo descended on Felicia as she gazed into it, as if any second gravity would reverse and she might fall upwards through the hole and disappear forever.

She shook the sensation off and tore her eyes away from the elevator shaft, looking down instead to where Eddie was staring up.

"Satisfied?" He asked. "Done looking around?"

"Not quite. Hold steady for me."

The soles of her dress boots were flat and smooth and definitely not made with this type of activity in mind, but she went for it regardless – pushing off Eddie's shoulder with one foot, grabbing the lip of the hatch, and then kicking off the wall with her other.

The gymnastics did not go as smoothly as she had planned. Felicia barely managed to secure a grip on the hatch and there was a bit of scrambling before she finally managed to get her elbows up over the opening. She gave one last kick against the wall and there was a distinct ripping sound that could only be the seat of her slacks stretching and tearing.

She heard Harry gasp from somewhere down below, but she didn't care. Felicia succeeded in hauling herself up onto the roof of the elevator and she sank down onto the cold metal, taking a moment to catch her breath.

"Felicia?" Eddie called a few seconds later. "You good?"

"I'm good." She scooted close to the hole and leaned over it. Eddie and Harry were looking up at her, apprehensive looks on both of their faces. "There's a ladder over here." She lied. "I'm going to go get help. You two stay put."

"What? No, wait-"

Felicia flipped the hatch closed again with a slam, silencing Eddie's protests. It was rude, yes, but he'd thank her later once he, Harry, and everyone else from their class was safe.

Or maybe he wouldn't. If she played her cards right, no one would ever have to know Felicia Hardy played any part in the rescue at all.

There was a gap between the wall of the shaft and the elevator itself, just large enough for her to slip through. Felicia hung her legs off the side of the elevator, lowered herself until she hung by her fingertips, then she let go.