#FANfiction: ★MARVEL★ [various authors] Stories~collected

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Stories in this collection:

The Ultimate Black Cat [Rick Powers = The Power Company]

Jessica Biel as She-Hulk [onlymysoul]

Twisted Shadow: Mary Jane is VENOM! [Gertos]

Rock Out Hulk Out [bbanner 2013]

Hulk-Out [Irrelevant86]

Women Hulking Out <Avengers> [legfan71]

Rage of the Incredible She-Hulk [CrimsonResistance]

Betty Ross vs Bruce Banner [Steve the Z



The Ultimate Black Cat
by Rick Powers [= The Power Company]
The Kingpin tries a new approach to catching Spiderman.
______________________________

Part 1

Her long fingers worked the combination on the hidden safe swiftly and silently in the near total darkness of the office. It had been quite an accomplishment to get this far, but she knew that it would all be for nothing if she didn't finish the job. Word of the priceless jewel that lay inside the safe had spread in the underworld for the last few days. It would make the perfect addition to her collection. And besides, what's a trifle like this to a man like ...

"Would you like some more light, my dear?"

Suddenly the room was ablaze with spotlights aimed at the wall where the safe was installed. Yet the man who had turned them on was still cloaked in shadow. The burglar spun around, seeking a quick escape route. But the only door to the office was currently being blocked by the surprise visitor.

As the Black Cat scanned the doorway for any hope of exit, she realized that the door was more than blocked. It was filled with the massive physique of the last man she wanted to meet on this job. Wilson Fisk. Damn, she thought, he was supposed to be downstairs at a social event. How did he know? Nevertheless, she had every confidence that she could elude his capture. She always trusted in her bad luck powers to get her through. All he would have to do is make a move for her.

Fisk stood still and stoic in the doorway. "It's no use, Cat, there is no escape. And I've seen enough of your moves to know that I would be a fool to try to catch you. I would probably trip over something or twist my ankle. And trying to shoot you does no good either. How many times have guns misfired or even exploded while aimed at your lovely face. And so we sit here. You cannot escape and I refuse to move."

In desperation, the Black Cat flung herself at the mountainous man. A quick succession of punches and kicks yielded negligible results. Fisk simply blocked some and let the others bounce harmlessly off his portly body. And still, he filled the doorway.

"Are you quite done, my dear?"

The Cat twirled around and picked up a two foot tall statue that sat on a side table. She launched it toward the large plate glass window on the other side of the office. It, too, bounced off and shattered into a million pieces.

"Bullet proof glass, four inches thick. You know Cat, that little statue that you just smashed cost me $200,000. Are you going to reimburse me for your damages."

The Black Cat was still in a fighting stance, waiting for any opening she could find. "It was only $145,000 if I recall correctly, and you were taken in - it's a forgery. Not very bright for the 'Kingpin of Crime', eh?""

The big man smiled. "Hmmm ... it's refreshing to see someone who takes their work seriously enough to do their homework. It was actually $146,500 to be precise. And when I discovered that I had purchased a forgery, the poor man who sold it to me met with an ... unfortunate ... accident. Whereupon I recovered the original. Which you now destroyed."

The Cat was suddenly shaken and lost some of her bravado.

"But I'm not here to quibble about statues. I am here to make you an offer. One that, for your sake, I hope you can't refuse. After that, you are free to go."

The Black Cat relaxed her stance and leaned on the desk. "I just have to listen to your offer, and you'll let me go?"

"That's correct."

"In that case," the burglar crossed her arms over her abundant chest and settled back against the desk, "you've got my undivided attention."

"I am just a humble businessman," Fisk began, as if beginning a fairy tale, or addressing a jury, "trying to make a living. Where people get this wild idea that I'm the so-called Kingpin of Crime is beyond me. I am one of the state's largest employers and most generous philanthropists. However," he continued with more somber tones, "I have a small insect problem. A spider has been bothering me as of late, sticking his nose into business that he shouldn't be. Making my life a lot more complicated than it should be!" He slammed one fist into the other to make his point.

The Black Cat cocked her eyebrow at this sign of weakness in his otherwise solid front. "I believe that would be an arachnid problem, not an insect problem," she gently corrected the large man.

"NO! He is a puny little insect of a man and he will be squashed!" Kingpin paused and calmed himself down after his outburst. "All of my efforts in the past to 'restrain' him have failed. He is either too quick, or too resourceful, or just too lucky. He is the thorn in my side, the sliver under my fingernail, the paper cut on my hand - he's not very big, he just keeps on pestering me, always looking to knock me down, always gumming up the works on my otherwise smoothly running empire."

"Whoa, that's quite a lot of similes there, big guy. Take a breath!"

"Metaphors, to be precise," it was Fisk's turn to correct the Cat. "So this is where you come in."

"You want me to kill Spiderman? Sorry, Kingpin, but I don't do assassination work. You need Elecktra or maybe Bullseye. I'm just a lowly cat burglar." She turned away from the big man, picked up a vase, and began to examine it.

"I'm not asking you to kill the vermin. There are plenty of others who will line up for the chance to rid the world of Spiderman. First he needs to be caught. And you my dear," Fisk looked at the Black Cat with her trademark black costume with the slit in the front all the way down to her navel showing off her bounteous bosom to it's fullest, "are just the bait I need to spring the trap. You are a most exquisite beauty. How could a young man like Spiderman resist your feminine charms?"

"My, I didn't expect you to be such a flatterer." She brushed back her strands of long platinum blonde hair. "But I'm afraid you've still got the wrong gal. Every time we've mixed it up, he's always got the better of me. He even overcomes any bad luck. He's just too good."

"Ah yes," sighed the Kingpin. He reached inside his coat pocket and produced a small vial of clear liquid, "That's where this comes in."

The Cat looked at the vial skeptically, "And that is...?"

"Some of my scientists have perfected a serum that will multiply a person's natural strength." He paused, letting the woman turn the possibilities of greater strength over in her mind. "Listen Cat, you have the agility, the resourcefulness, the fighting skills to take down Spiderman. You have the sexual appeal to snare him. All you need is the strength to defeat him in combat. This is your chance." He gingerly held the vial in front of the Black Cat's eyes. She seemed almost mesmerized by the prospect of superhuman strength.

The woman blinked and brought herself back to reality. "If this stuff is so good, why aren't you pumping out legions of super strong thugs?"

"This single vial cost nearly two million dollars and nine months to produce. I do not intend to pass it out like candy to less worthy candidates. You, on the other hand," he looked at her again, scanning her fetching costume, "you are perfectly suited for this sort of advantage."

The Black Cat was turning his sales pitch over in her mind. What he probably means, she reasoned, is that the effects are so unpredictable that the augmented person would either wind up dead, or too difficult to control. "So why don't you just take the stuff and take care of the problem yourself?"

"And what makes you think that I haven't tried? Your punches and kicks earlier were much more effective than they appeared and for any normal man would have proven quite debilitating. However, thanks to an earlier version of this serum, I now possess the strength of ten average men. Even still, I cannot match the strength of the spiderboy. And like I said before, strength alone is not the key to his defeat. He has shown time and again that he can defeat far stronger opponents."

"I'm still not clear, Kingpin, on what I get out of this deal."

"I thought that would be abundantly clear, my dear Cat. You are left with super strength to continue your life of burglary - but on an even grander scale - and there's no Spiderman to stop you. But to sweeten the deal even more, I will throw in that little jewel in the wall safe that you were so interested in."

The Cat mulled the proposition some more and then finally said, "Well, I'm terribly touched by your offer, big guy, but I think I'll pass." She set the vase back on the table and stepped toward the looming figure of the Kingpin.

Fisk's face went suddenly cold and stoic. "I was hoping that you would agree to my proposal. However, I am a man of my word and you are free to go. Felicia."

The Black Cat froze in her tracks. He knew her name! Fisk pulled a small device out of his pocket and pointed it at her head.

"What a horrible host I'm being. I left all of my guests downstairs, unattended," the Kingpin said as he pushed a button on the device and a large television monitor came to life on the side wall. "Perhaps I should check in on them." After several other clicks and different camera angles, he settled in on a particular couple and zoomed in a little. "I say, Miss Hardy, isn't that your mother chatting with the ambassador of Zunithia. Wouldn't she be surprised to see that her young daughter is not home doing homework tonight?"

Felicia's first instinct was to rip away at her enemy, break away as fast as she could and then try to think of a plausible alibi later. But she knew that that was impossible. Fisk had already taken her best shots and laughed them off. She twisted and turned her head trying to find some means of escape.

"You see Cat, I do my homework, too," Fisk said with a wicked smile.

The Black Cat grabbed the vase again and lifted it, ready to smash it and anything else in the room. "You may break anything in here, but it will do you no good. I will not move from this doorway," Kingpin intoned. Then taking a different tone, he said, "Did it occur to you why your mother was invited tonight? She has been working on a real estate deal that could set her up for life. Or it could ruin her financially if it falls through. So much riding on one deal. With me."

The Cat remained poised to throw the expensive vase, "So that's what you're up to. You're going to try to blackmail me into bringing Spiderman to your feet."

"Blackmail is such a pedestrian term, my dear. I rather think of it as an opportunity. Everybody can win in this situation. Your mother gets her deal of a lifetime. I get the Spiderman out of my affairs. You get a real super power to go along with your natural abilities and some lovely parting gifts." He motioned to the safe. "And my word that I will never ask anything of you again."

"Your word always has too many hidden strings attached," Felicia said as she lowered the vase back to it's table. Then she turned back toward her captor. "I don't really have much of a choice now, do I?"

Fisk held the vial out toward the slight girl again. The Cat stared at it for a few moments before stepping toward the big man. She gritted her teeth and slowly took the vial from the Kingpin. She looked at her hand compared to his. His was easily twice as large as hers. She wondered how many lives he had snuffed out with those massive hands.

"How does this work?"

"It will cause a mild virus to infect your body. When the virus passes, your muscles, bones, ligaments, and tendons will be ... mmm ... different."

"Different? Will I end up looking like a big lump, like you?"

"You would be totally useless to me if you did. No, the serum will leave your muscles slightly larger but far denser and stronger. You will retain your beautiful form and wonderful agility."

The Black Cat held the vial up to assess it, "How long does it take?"

"You should expect to run a low grade fever for about ten hours as the virus begins its transformation of your body. After the fever passes the changes should come rather quickly. Your body will essentially rebuild itself within three hours. I should warn you that you may be very hungry. Your muscles will initially need a large supply of protein to help with the change. But then your appetite should return to normal."

The Black Cat tucked the vial into her belt, "Okay. I guess I better stock up on some protein shakes."

The Kingpin held out one big hand to stop the girl from leaving. "I'm sorry, Miss Hardy, but I'm sure you can understand that I don't intend to let you leave here with two million dollars worth of serum tucked away in your belt."

"You mean you want me to drink it now?"

"Correct. And," he turned his super sized hand over, "I'll take the vial when you're done."

Cat sighed and retrieved the vial again. She stared at the contents one more time, wishing she had any other option available to her. But it seemed that the Kingpin of Crime held all the cards this time. Maybe someday, she would be able to turn the tables on this hideous man.

"My guests await my return," Kingpin said impatiently, still holding his hand out, waiting for the empty vial.

I don't even know if this stuff is going to kill me, the Black Cat thought to herself. Then she swiftly uncapped the tiny bottle and poured its contents into her mouth. For the briefest of moments, she held it in her mouth, not knowing what to expect of the flavor of a super strength serum, then she swallowed it as quickly as she could. Surprisingly, it had the taste of ...

"Strawberry," Kingpin said as if reading her mind. "I made sure that my scientists added a nice flavor to it. Did you like it?" The big man took the vial from the young woman and slipped it back into his jacket. "Thank you Miss Cat for a most enjoyable evening. And I look forward to our next meeting - which should include a certain wall crawler as well. Oh by the way, you have seven days to deliver the spider to me here."

"What do you mean? What if I can't find him in that time?"

"That would be unfortunate." Fisk turned to walk away and then paused again, "Oh dear, perhaps I failed to mention one little detail." He turned back to face the Black Cat, his face again coldly stoic, "I failed to mention that there is a second serum that is needed. In seven days, the need for protein will return and will grow so great that your body will begin to consume itself. There is only one way to stop that from happening - an antidote. I will give you this antidote when you deliver the Spiderman to me." He handed the Black Cat a small device that he had retrieved from his pocket, "When you have Spiderman incapacitated, press this button. It will send a signal to me. I will have someone come around to collect my 'specimen.' Do what you need to do to capture the Spiderman, but whatever you do, do not kill him. I reserve that pleasure for myself."

Kingpin turned quickly and walked back into the shadows leaving the stunned girl standing in the office. "I trust you can show yourself out the same way you came in," he said with a casual wave of his hand. The Black Cat lunged for the door, but he had already disappeared. Shocked by the Kingpin's parting shot, Felicia Hardy unsteadily made her way home.

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8:00 AM at Midtown High can be a zoo. Kids greeting others on their way to class, girls doing last minute primping in the bathrooms, hallways crowded, announcements blaring. General confusion. Even the most serious students can caught up in the pressure.

"I'm gonna kill you, Parker!" A tall, athletically built blond boy was looming menacingly over a smaller, frail looking boy. "Lookit this! You almost made me rip my favorite shirt." He was gesturing towards a small tug in the fabric of his sleeve.

"It wasn't my fault, Flash," the pathetic victim pleaded.

"What?! You're the nerd who smashed into my locker door and nearly broke my throwing arm..."

"I was pushed by your buddy Steve ..."

"You sayin' Steve tried to ruin my shirt?"

"No, I'm trying to explain..."

"Yeah, you're so good at explainin' things." Flash cocked his big fist back, "Well try explainin' to my knuckles, puke head!"

"Mr. Thompson!"

Flash froze in mid punch. It was the vice principal, Mr. Goodall. He couldn't afford another detention. Slowly his fist opened, he wrapped his arm around the smaller boy's shoulders, and turned back to Mr. Goodall with the biggest, phoniest grin he could muster. "Hey, Mr. G! I was just talking with my buddy Pete here about our big project, uh yeah, our big science fair project. Right Petey?"

"It's time for class, you two. Get going!"

"Sure thing, Mr. G," Flash said with his grin still intact. Then he turned to Parker and pointed a finger at him, "How's about we get together after school and finish our 'discussion' Parker?" Flash's phony smile melted away into a snarl.

Peter walked off to Chemistry class shaken and upset again by Flash's bullying. And this was his favorite class. Not only did he love the subject, but he had two great lab partners. And that always brightened his day.

No sooner had he sat down at the table when one of his partners, and his beautiful girlfriend, Mary Jane Watson came up and grabbed her bag. "What's going on MJ?"

"Hey Tiger! Sorry, but it looks like you're flying solo today."

"How ... how come?" Peter looked towards the door and noticed his other lab partner leaning against the door frame. She looked like death warmed over. Actually, he thought to himself, she never looks really well. She looked like a typical high school wanna-be goth-girl. Her short black hair always was cut ragged and looked unkempt. She wore thick glasses that were so large they hid most of her face. She might be kind of cute if it weren't for those glasses, Pete thought. And she usually dressed in ankle length skits or really baggy pants with long sleeve shirts and sweaters and black boots. A truly strange looking girl. But then maybe I'm just comparing her to MJ's beauty, he mused to himself. Still, if he had to have anyone in the class a a lab partner, he would want her. Her quick thinking and depth of knowledge was a real asset.

"I'm going to help Lecia home. She's in a real bad way, and it's just a half day anyway. Not like we'll miss a whole lot. I'll call later if my dad lets me. See ya, Pete."

And with that the two were gone. I guess I'll struggle through class by myself, Peter thought. I hope Lecia's okay.

The two girls rode the subway toward Manhattan. For some reason, MJ never thought of Lecia as an uptown girl and was surprised at the station they got off at. Lecia was running a pretty high temperature but insisted that she didn't want to see the school nurse or even to call her mother. She assured MJ that if she just got home, she would be all right. However it seemed to MJ that she was getting worse with every passing minute.

"Girl, you are fairly burning up. Are you sure you're gonna be okay?"

"Just gotta get home." Lecia licked her lips to keep them moist. She removed her thick black rimmed glasses and mopped the sweat from her forehead with her sweater sleeve.

She's always wearing at least one sweater, MJ thought, she probably would be more comfortable without it right now. But she didn't want to ask any more questions for fear of bothering her friend.

Finally they stumbled out of the subway and into the light. Lecia told MJ that her house was just a block away. She seemed to perk up some with the fresh air, but she was pretty shaky by the time they reached the front door.

A doorman greeted them, "Miss Hardy, are you okay? Do you need some help?"

"Fine ... I'm fine, George. This ... is MJ ... a friend. I'll be okay ..."

George opened the door for the girls and whispered to MJ, "If you need anything for Miss Felicia, don't hesitate to call."

"Thanks," MJ whispered back. Strange. She knew that Lecia's real name was Felicia, but no one ever called her by that name at school. Come to think of it, no one really talked much to her at school. She was kind of invisible.

The girls made their way up to Felicia's apartment with MJ supporting her most of the way. The fever was raging through the girl's body and MJ knew that she needed at least a cool bath.

Once inside her bedroom, Felicia collapsed on the bed. Mary Jane dropped both backpacks in a corner and went to look for a bath. She started the water and came back for Felicia. The fever was so bad that the girl was just rambling incoherently.

"Gotta have ... food ... protein ... King ... said ..."

MJ helped her off with her shoes, "Okay, so you were talking with a King?"

"No ... Kingpin ... said ... lots of protein ..."

"Kingpin?" Mary Jane had heard Peter talk about a Kingpin of Crime that he fought as Spiderman. But it couldn't be what Felicia was mumbling about. She held up the nearly unconscious girl and helped her off with her sweater and blouse. Felicia fell back on the bed, but MJ stood there stunned. She was looking at Felicia's nearly naked upper body and she had never seen a girl in such great shape before. Large, well formed breasts, as big as MJ's, maybe bigger, rested on a tightly muscled torso. The girl wasn't skinny, she was buff with well formed and toned muscles from her shoulders to her abs.

But MJ shook herself out of her amazement. She needed to get her into the water quickly. She slipped Felicia's skirt down and again was shocked at the sight of her long, perfectly toned legs. "Good god girl, what do you do in your spare time? Work out in every gym in Manhattan?"

"Gonna be strong ... gonna catch a spider ..."

"Sure thing Lecia. Gotta be strong to catch those spiders." MJ helped her off with her underwear and then hoisted her up to walk her to the bathroom.

"Need ... food ... lots of protein ... gotta be strong ..."

"Sure thing honey. Let's get you into this bath, and mama MJ will fix you up some food."

"... gonna be super ... strong ... catch spider ...man ... catch 'im ..."

"Okay, superhero, in the bath." Mj helped settle into the cool water. "You okay, Lecia? I'll go get some food, now, okay?"

"...protein ... need protein ..."

"I'll see what you got, just take it easy, okay?" Mary Jane looked at her once more to make sure that she was all right, then she found her way to the kitchen. Protein? What kind of high protein food did they have? And what's all this stuff about being strong? She's obviously hallucinating from the fever, reasoned MJ. And catching spiders? I wonder if she has a thing about spiders? "Definitely a strange day, MJ," she said to herself.

She looked around the kitchen and came up with a dozen eggs which she threw into a blender with some peanut butter, chocolate protein powder (Hmmm, same stuff my dad used to use, she thought to herself), and some ice cream. She also found a couple of pieces of left-over pizza, some chicken strips, and a good size portion of left-over steak. She put the steak and the chicken into a microwave to warm up and blended the drink mixture. This should do the trick, MJ thought.

After leaving Felicia to soak in the tub for twenty minutes, Mary Jane came to pull her patient out and put some food into her. Felicia held herself up while MJ toweled off her back then wrapped the towel around her.

"Lecia, I gotta say, you've got a killer bod! I would die to have a buff body like yours. Why do you keep it all hidden away at school?"

"...secret ..." Felicia barely whispered.

"What's that?"

"Se ..." Felicia pulled herself up and looked at Mary Jane. She was exhausted and still burning with fever. "Can you keep a secret?"

"Uh, yeah, Lecia, sure."

Felicia licked her dry lips again and motioned for MJ to come closer. She whispered as if there might be someone overhearing their conversation, "I'm ... the Black Cat."

MJ looked at her for several seconds, not quite sure how to respond. This was just too much. The fever must have really got her going. "That's okay, Lecia," Mary Jane said with a straight face, "I guess that means that I can trust you with my secret. I'm Dr. Octopus."

For a moment Felicia stared at her wide-eyed as if she really believed her. Then both girls burst out laughing. Felicia leaned on MJ for support as her laughter turned to coughing as she struggled for breath. The girls continued laughing and coughing and sunk to the floor of the bathroom. Finally after several minutes of trying to contain the coughing and giggling, Felicia pulled herself up to Mary Jane's face and draped an arm on her shoulder.

"Jeez, MJ, you're so great. Thanks so much for helping ... helping me." They were looking into each other's eyes and slowly Felicia moved her face closer to MJ's. Then before she could react, Felicia kissed MJ on the mouth. MJ was totally taken off guard by the sudden advance and wasn't sure how to respond. She attempted to break off the kiss, but Felicia held onto the back of her head and continued. Then she was probing the inside of MJ's mouth with her tongue. Mary Jane had never kissed a girl before, had never even thought about what it would be like. And frankly, she wasn't comfortable doing it right here and now. But somehow Felicia had more than enough strength to control the situation. Finally, the exhaustion and the fever took their toll on Felicia's strength and she broke off the kiss.

She looked into MJ's eyes again, but this time MJ was trying to look away. Somehow she realized that in her feverish state, she had taken advantage of the situation. "Oh god ... I'm ... sorry ... don't know ...why I did that," Felicia said weakly.

Mary Jane was quick to change the subject, "Hey that's okay, just a kiss between friends. I mean, if Brittany and Madonna can do it, ya know? Uh ... how bout some food?"

MJ stood first and helped Felicia to her feet again, helped her on with a fluffy pink robe, then led her out to the kitchen. Felicia started nibbling at the food that MJ had prepared and sipping the protein shake. Then slowly her appetite picked up and soon she was eating like a starving woman. MJ mixed up another shake like the first and Felicia nearly downed it in one chug.

"Thank you MJ," Felicia said as she unsteadily rose from the table. "That was so great! God, I can't believe how much better I'm feeling all of a sudden."

MJ cautiously placed a hand on Felicia's forehead so as not to seem like she was encouraging another close encounter like before, and felt for the fever, "It feels like the fever must have broken."

"Yeah ... I feel a lot better now, just really tired." Felicia tried to stifle a yawn but couldn't.

"Yeah, It's getting late, I better be going too."

"Hey MJ," Felicia stopped her, "I ... I don't know what got into me. It must have been the fever. I can hardly remember what happened after waking up this morning until just now after I ate something. I guess I said and ... did ... some pretty weird stuff, huh?"

MJ smiled wanly and looked down, "Yeah ... must have been the fever. But you're okay now, right?"

"Yeah. Thanks again for taking care of me today. I'll see you on Monday in class."

Mary Jane had already picked up her backpack and was heading for the door. "Oh that reminds me, I saw a note in the kitchen from your mom. Says she's got some weekend seminar going on. She'll be back late Sunday. I left it for you on the counter. Listen, if you need anything, just call. I'll get here as soon as I can, okay?"

"Thanks."

It was the middle of the afternoon as MJ finally boarded the subway back to Queens. Still light enough for a girl to be out by herself, but she was hoping that she could get home quickly and with no trouble. All she was feeling at the moment was exhaustion. For some reason, she had to take several breaks just walking the few blocks from Felicia's apartment to the station. She was wondering if she had enough strength to get herself home. Funny, she thought, I didn't really do much today, why am I so tired all of a sudden? And hot! She felt her forehead. Damn, I hope that I didn't pick up whatever bug Felicia had!

Back in Felicia Hardy's apartment, the young woman was dozing fitfully on her bed. After MJ had left, it was all she could do to drag herself into bed. Still dressed only in her pink bathrobe, she had crawled under the covers and fell asleep immediately. But now, something was happening. It seemed like only a few minutes had passed, but as she glanced at the clock, she saw that it had been two hours since she had gone to bed. And she was tingling.

It was almost uncomfortable. She felt it in her bones, in her muscles, even in her skin. It was even hard to catch her breath, as if she had been running for a couple of miles. Then a warm sensation began to wash over her. It started from her heart and began to spread from her chest to her arms. Then down to her waist and through her legs. She tried to get up, but her body wasn't responding. She wanted to watch the process in her mirror, to see what was going on with her body. But she still couldn't move.

Suddenly she became nauseous. The room started spinning. She closed her eyes and clutched her bed sheets in an effort to not get sick. Then slowly the nausea and tingling faded away. Her heartbeat returned to normal, and then surprisingly, even slower than normal. She felt it beating slowly, powerfully in her chest.

Felicia tried again to stand and this time it felt as if she practically floated off the bed. She stepped toward the mirror in her bedroom and viewed her image curiously. Her face looked the same, and her hands, but the robe that fit so comfortably before, felt a little snug now. She untied the terry cloth belt and let the robe fall open.

Felicia Hardy had worked for years to develop an extraordinary body to aid her in her burglary schemes. She could scale walls with ease, run along the narrowest of ledges, pull herself up a rope hand over hand as fast as some people walk up stairs, even leap from building to building like an olympic long jumper. She was proud of her strong, toned physique. But the body she was looking at now was something totally different.

The first thing she noticed was her stomach. Delicate lines separated each of her abdominal muscles and she wasn't even flexing. She pulled the robe back and stared in amazement at her obliques. They seemed to jump to life with the slightest of movements. Then she looked down at her legs. She lifted the robe over her right leg and turned it side to side looking for changes. It looked nearly the same as it had before. Then she pointed her toe and flexed her quads and calf. Suddenly muscle she had never seen before exploded from her leg. She gasped at the size and thickness of the new muscle.

That was all the waiting she could stand. With a shrug, she dropped the robe to the floor. She was greeted with the most muscular upper body she had seen outside of a bodybuilding contest. Thick, rounded shoulders capped an impressive arm. Her pecs swelled out and her lats spread almost of their own volition. And her breasts! Felicia was really impressed by her new full sized tits. She had loved her boobs before and designed her costume to show them off as much as possible without getting an 'R' rating. But those had been B-cups at best. Now she was staring at real live, fully developed D-cups for sure. She cupped her hands underneath her big boobs and felt their heaviness and fullness.

"Damn, I'm going to have to let out the seams a little on my costume," she purred contentedly. She continued to eye her new bustline as she turned to the side, "Or maybe a lot! Hell I might have to redesign the whole thing!"

She turned back and took in her new physique. She raised her arms and flexed her biceps. Hard, baseball sized muscles swelled upward with solid triceps below. Felicia was impressed with the size of her arms. Big but not too big, she thought, as she inspected her bulging arms. In fact she looked like a fuller version of a fitness girl, especially with her expanded bosom and tight waist. "Well, Kingpin, I'll give you this. Your super serum stuff sure did a nice number on my bod! So let's see how strong it's made me now."

To be continued...

[hatour]

The Ultimate Black Cat (part 2)
by Rick Powers

Felicia Hardy had worked for years to develop an extraordinary body to aid her in her burglary schemes. She could scale walls with ease, run along the narrowest of ledges, pull herself up a rope hand over hand as fast as some people walk up stairs, even leap from building to building like an Olympic long jumper. She was proud of her strong, toned physique. But the body she was looking at now was something totally different.

The first thing she noticed was her stomach. Delicate lines separated each of her abdominal muscles and she wasn't even flexing. She pulled the robe back and stared in amazement at her obliques. They seemed to jump to life with the slightest of movements. Then she looked down at her legs. She lifted the robe over her right leg and turned it side to side looking for changes. It looked nearly the same as it had before. Then she pointed her toe and flexed her quads and calf. Suddenly muscle she had never seen before exploded from her leg. She gasped at the size and thickness of the new muscle.

That was all the waiting she could stand. With a shrug, she dropped the robe to the floor. She was greeted with the most muscular upper body she had seen outside of a bodybuilding contest. Thick, rounded shoulders capped impressive arms. Her pecs swelled out and her lats spread almost of their own volition. And her breasts! Felicia was really impressed by her new full sized tits. She had loved her boobs before and designed her costume to show them off as much as possible without getting an 'R' rating. But those had been B-cups at best. Now she was staring at real live, fully developed D-cups for sure. She cupped her hands underneath her big boobs and felt their heaviness and fullness.

"Damn, I'm going to have to let out the seams a little on my costume," she purred contentedly. She continued to eye her new bust line as she turned to the side, "Or maybe a lot! Hell I might have to redesign the whole thing!"

She turned back and took in her new physique. She raised her arms and flexed her biceps. Hard, baseball sized muscles swelled upward with solid triceps below. Felicia was impressed with the size of her arms. Big but not too big, she thought, as she inspected her bulging arms. In fact she looked like a fuller version of a fitness girl, especially with her expanded bosom and tight waist. "Well, Kingpin, I'll give you this. Your super serum stuff sure did a nice number on my bod! So let's see how strong it's made me now."

Felicia turned on her heels and walked stark naked into the living room. She looked around for something heavy to test her strength. She decided to give the grand piano that was sitting in a corner a try.

Felicia gently took hold of the end of the piano and lifted with both hands. She felt little or no resistance as it rose into the air. She looked at her arms and they were barely registering any effort at all. So she shifted her hands and placed one further underneath. Without even bending her knees, she brought the piano up in one smooth motion over her head.

"This piano must weigh about 1000 pounds. I remember seeing four men moving it in, and it was on a dolly!" She let go with her left hand and supported the entire weight with her right. For good measure, she pumped it up and down five times. She realized that this was still not even close to taxing her real strength. So she turned the piano around until she was holding the whole thing by just one leg. And then she extended her arm holding the 1000 pound piano at arm's length. It felt like she was holding a can of soup. All the while, every cell in her body was adjusting to her new strength levels.

She set the piano down gently back to it's original position, "Well, this would come in handy if I ever need to move the furniture around the apartment. But seriously folks, what do I have here that can really challenge my new strength?"

She looked again through the apartment, not satisfied with her first test. Finally she found a set of 10 pound dumbbells under her bed that she had abandoned long ago for the more rigorous training at the gym. She picked one up and twirled it around like a toothpick, then grabbed hold of both ends. She began to apply all of her strength to the two ends, twisting and pushing, trying to mangle the solid metal. Her pecs and arms flexed outward with the effort. After thirty seconds, a sheen of sweat covered her upper body. Then she noticed a difference in the dumbbell.

Somehow, the center shaft looked like it was beginning to ripple slightly. The determined young woman increased her efforts and gripped the ends even tighter. Then she noticed that the tips of her fingers were making small dents in the metal. This just caused her excitement to grow and she felt a tingle inside her body from exerting this much power. Slowly, the dents underneath her fingertips grew and deepened. The shaft was definitely bending now as she redoubled her efforts.

The creaking and groaning that was coming from the dumbbell sounded like a car caught in a crusher. But these were her hands that were doing the crushing!

Felicia kept up the pressure as she began to transform the iron weight. She glanced down at her arms and was so turned on by the sight of her bulging forearms that she nearly orgasmed. With a final push, she crumpled the shaft and mangled the ends so that the finished product resembled an iron football.

Exhausted by her exertion, she held the weight aloft in one hand, surveying the damage she had inflicted with just her bare hands. "Okay, Kingpin," she said to herself, "looks like you kept your word on the effects of your super serum. I must be at least a thousand times stronger. I don't think Spiderman is even close to being strong enough to do something like this."

She tossed the squashed dumbbell onto her bed and turned to the mirror, "But before I go spider hunting tonight, I think I'll do a little shopping. I don't think even mom's bras are big enough for me now." She held her boobs up, estimating the size of bra she would need to cover them comfortably.

Suddenly, a kind of chill went through Felicia and she immediately looked at the phone. She wasn't quite sure why. Then it rang. Felicia nearly jumped across the room. She realized that she -knew- that the phone was going to ring. She had felt it inside. Not a premonition, but more like a cat instinct. She stared at the ringing phone for a few rings before picking it up.

"Hello?"

"Felicia? This is mom. I called the school today and they said you went home sick. Are you okay?"

"Yeah, mom, I'm fine now. A friend from school helped me. It must have been some kind of ... I don't know ... some kind of quick bug going around. I'm fine now."

"Are you sure?"

"Really. I feel ... super ... now."

"Okay. Did you get my note?"

"Yeah."

"I'll be at this conference all weekend."

"Okay."

"But if you need anything, call my cell. You know I'll drop everything for you."

"Yeah, I know mom."

"Okay, baby, I've got to get back to my meetings. Love you."

"Love you, too, mom." Felicia hung up the phone and looked at it for a while. I do love you, mom, she thought, that's why I've got to do this. For you. And for dad.

Across the river, Mary Jane was walking home in a daze. This wasn't the weirdest day of her life. There had been quite a few of those recently, especially since she had found out that her next door neighbor, her chemistry lab partner, her sort of boyfriend, Peter Parker, was actually the super cool superhero, Spiderman. Then there was that near death experience with the Green Goblin. That was definitely the worst. But this was right up there, at least in the top ten. She tried to help a sick friend only to be kissed by her and now ... she paused as a shiver went through her ... it seems like she was coming down with the same weird flu bug that she had. On top of that, she found out that her other chemistry partner is not the mousey little goth girl that she leads the world to believe, but a totally buff, knock-out, supermodel type living in a very upscale apartment building in Manhattan, who claimed in a feverish rambling to be the Black Cat. And what was with that kiss, anyway? Is she like a lesbian, MJ wondered, or was it part of the fever hallucinations?

Finally, mercifully, MJ reached her home and trudged up the back steps. A quick glance at the clock in the kitchen told her that it was already 4:00. Had it really taken this long just to get home from Manhattan? The house was empty, which wasn't unusual at this time of day, and MJ headed for the kitchen. Somewhere in her feverish state, she remembered that the food that she had made for Felicia seemed to perk her up some.

"Maybe ... I just need some ... protein," she said out loud to no one in particular.

MJ dropped her backpack which now felt like it was filled with rocks instead of books. She started rummaging around in the kitchen for some food and soon had produced the ingredients for a protein shake similar to the one she had prepared for Felicia. She took a few sips of the shake, then a few gulps, and soon it was finished.

MJ's head seemed to clear a little bit. That was when she saw the flashing light on the answering machine. She hit the button and was greeted with her mother's voice.

"MJ, sweetie, I know this is last minute, but your dad and I decided to get away for the weekend. We're heading upstate. I'll call when we get to the hotel. I know you'll understand." There was a short pause. MJ could hear the pain in her mother's voice, "Maybe ... it'll ... I don't know ... maybe we just need some time by ourselves to ... you know ... sort things out. I'll call you later, babe. Be good. Love ya."

MJ turned off the machine and mixed up another shake. She knew that her parents were having a rough time lately, and her father was being a real monster sometimes. Maybe pressures at work. Maybe he's just always been a jerk. She stopped and looked at the blender, had she put in two cups of protein powder or three? She scooped in another for good measure. And a couple more scoops of ice cream.

This time she gulped down the entire shake. She was feeling better, but she was still exhausted. And a quick check of her forehead confirmed that she was still running a low fever. She dragged herself into the small living room and collapsed into the couch. She barely had enough strength to lift the remote and turn the television on before she drifted off to sleep.

What a lousy day, Peter Parker thought as he got off the subway in Queens. First, his best friend MJ left school early to take care of their lab partner, the very strange Felicia Hardy. Then he spent the afternoon at the offices of the Daily Bugle being a 'go-fer' for J. Jonah Jameson. The man is clearly a lunatic, a menace to society, Parker thought to himself, and he has the nerve to rant and rave about how Spiderman should be locked away. Someday, the young superhero swore to himself, I'm just going to lose it around him and punch his cigar down his throat, or whip out my web shooter and hang him from the widow sill, or at least tell him off and quit this stupid job. But he always had to admit that he needed the money to fund his web swinging and that in the present economy, it was hard for a high school kid to find any work at all. Of course it didn't help that JJJ was constantly reminding him of that fact.

Peter turned the corner on to his street and his heart sank even further. The lights in the Watson's house were out which meant his next door neighbor and sort of girlfriend, the beautimus Mary Jane Watson was either still out with Felicia or ... he hated to think of it but it always popped up in his mind ... or she's out with some other guy. Some regular guy that doesn't always disappear to go play superhero. Some guy that could take her out on a real date and treat her like she deserves to be treated. Peter stood looking at MJ's house for a few seconds, then sighed and headed in to his own house. Aunt May probably has dinner ready and waiting. Maybe tonight, he consoled himself, I'll go find some bad guys and clean their clocks. Yeah, that'll make me feel better. Just some good old gratuitous violence to chase away the blues.

Back in her Manhattan apartment, Felicia Hardy was putting the finishing touches on her costume alterations. She had let out the seams a little on the arms and legs, pulled them in a bit for the waist, and installed cups to support her larger breasts. She slipped into her costume and it conformed to her body like a second skin showing off every ripple and bulge of new muscle. It was still a little tight around the chest, the cups she had sewn in were supposed to be size D, but perhaps she hadn't let out enough under her arms and down her sides. Still, she thought as she admired her body in the mirror, I like the way it pushes my tits together. That alone could be enough to capture Spiderman. Or at least distract him enough so he won't notice my super powerful muscles, she thought as she flexed her sizable biceps.

She quickly changed back out of her costume and into a bathrobe. No use having a nosy neighbor spot her through the window. She would bide her time until midnight. Then she would go spider hunting.

Back at Mary Jane's house, the TV was softly relating the news of the day. She woke from her nap with one thought on her mind. She was incredibly hungry! As she picked herself off the couch, MJ checked the clock. Geez, it was only a couple of hours ago that I downed those protein shakes, she thought, why am I so hungry again? She searched through the cupboards and refrigerator, munching on anything that looked like it might have some protein in it - nuts, crackers-n-peanut butter, chunks of cheese. She finished off the rest of the milk and went for more protein mix but found that she had finished it all.

"I think dad keeps a couple of cases in the garage," she said to herself as she headed out the back door. She walked to the detached garage and pulled mightily on the handle. It was always so hard for her to lift the heavy door. She and her mother had complained to her dad about it, but he never fixed it. He probably wanted it that way so that they would always be reliant on his strength to do stuff around the house. But now, the large door practically flew up when MJ tugged on the handle.

The young girl was startled by the ease with which the door opened and staggered backwards. Wow, she thought, dad must have fixed the door after all. Without a second thought, she entered the garage and began searching for her dad's stash of protein shake mix.

In the middle of the garage was an old car covered with a tarp. Her father's pride and joy: a 1972 Chevy Nova. She stepped around the big car and toward the back of the garage. There she saw a cabinet with several pictures of bodybuilders taped to the front along with a yellowed work-out schedule. She went over to it, sure that this would be where he would keep his protein mix, but there was a pile of junk in front of it.

MJ reached down in the semi-darkness and picked up a barbell with one hand while she pushed aside an old weight bench with the other. Suddenly she stopped and looked back at the weight bar that she was holding out from her side with just one hand. Almost before she knew it, she added up the amount of weight that was on the bar. On each end was one 50 pound plate, two 25 pound plates, three 10 pounders, and two 5's. Add the weight of a 15 pound bar and it equals ...

MJ dropped the bar and it fell to the cement floor with a tremendous crash. 295 pounds!! "Holy shit!" the astonished girl yelped before she could stop herself. Suddenly she became aware that the garage door was still open and the neighbors might have heard the crash and the scream. She bolted for the door and almost tore it off closing it. Then she flicked on the light and stood looking at the barbell that she had just lifted.

295 pounds?!? But it felt so ...

She stared at the loaded barbell a few seconds longer and then slowly, cautiously, began approaching it. "I didn't really just do that, did I? I mean that thing weighs a ton. Well, not even a quarter of a ton, but ..." She gingerly took hold of the old barbell and slowly began to straighten up. And to her great surprise, the bar came with her.

Not only did it come up with her, she continued to raise it higher and higher until her hand was even with her shoulder. She stared down at her bicep expecting to see ... well, she didn't quite know what to expect. She had seen Peter's muscles before, but although he was many times stronger than the average man, his muscles weren't all that much bigger than any of the jocks at school. He was even a bit smaller than some of them.

MJ was wearing a long sleeved stripped t-shirt under her blue overalls and her bicep was certainly bulging bigger than it had ever been before. But she was still a long way away from having the type of muscles that one should have to be able to lift this heavy of a weight. Just to be sure that she really was lifting this weight, MJ continued to raise and lower the bar several times. She couldn't be sure, but she had the feeling that every time she curled the weight, it got a little bit easier to lift than before.

[hatour]

She switched the weight to her left hand and repeated the feat. As she suspected, it was getting easier to lift after every repetition! And there was a distinctive soft chill that went through her each time she brought the weight up.

"I wonder ...," Mary Jane whispered to herself. She set the bar down and stood behind her father's covered car, sizing it up. She walked carefully around to the front, placed her hands under the front bumper, and straightened her legs. As she was beginning to suspect, she had enough strength to lift the heavy car. But to her surprise she began to curl it like she had done to the barbell. The tingle she felt coursing through her was stronger this time. Somehow, it gave her the confidence to lift even higher. 3000 pounds, she thought to herself, and I'm lifting it like it was a toy! 3160 pounds actually, she corrected herself. She continued lifting the big car up and down while she wondered how all this information seemed to keep popping into her head.

After another fifteen repetitions, Mary Jane set the car down in it's original spot. "Okay, something definitely weird is happening tonight," she said as she dusted off her hands and stared at her father's car. Then she flexed her right arm and felt the muscle, "But whatever it is, it's super cool. My arm is no bigger than Pete's and I can lift a ton of weight like it was nothing. I'll bet I'm even stronger than he is now."

Her arm felt like living steel under her fingertips. She was also becoming aware that every time she got stronger, her breasts seemed to be getting fuller as well. She adjusted her overalls and her bra to make room for her swelling boobs. Again, an overwhelming curiosity hit her. "And I bet I can get a lot stronger, too!" MJ grabbed several cans of the protein mix she had come for and walked back towards the big door.

She quietly lifted the heavy garage door, again surprised by how light it felt, and carefully lowered it back down. A quick check of the darkened house next door confirmed that neither Aunt May nor Peter were home. She silently wished that her best friend was with her to help her figure out this mystery, but somewhere inside she knew that she could solve this by herself. After mixing and drinking another two shakes, she pulled on a hooded sweatshirt and slipped out into the early evening.

Mary Jane had never been much of a runner, but suddenly she was covering block after block like a world class sprinter. Even her extra tit flesh seemed to be moving in perfect sync with her legs and arms. With her hood covering her tell-tale red hair, she sprinted through the streets toward some nearby warehouses. She wanted to see just how strong she was becoming and knew that this was just the place to check it out.

This was definitely not the best part of the city, she reminded herself, the kind of place where a young girl running by herself could get into trouble. But somehow she felt confident that she could handle anything that might come her way tonight.

Down a deserted alley she saw what she was looking for. A semi truck trailer that had been left overnight behind a warehouse. There were several locks on the door which meant that it was still loaded. Good, she thought, this could be a real test of my new strength.

MJ carefully squatted under the trailer and bent her head down so that her shoulders were making contact with the undercarriage. Then bracing herself, she attempted to straighten her legs. The weight of the trailer proved to be too much and wouldn't budge. She redoubled her efforts and suddenly began to feel the familiar tingle coursing through her body. Slowly the big trailer began to leave the ground. It rose upward as MJ strained to stand upright. Then she spread her arms out and began to push upwards.

Again, Mary Jane could feel her body reacting to the increased demand for strength as she slowly lifted the weight off her shoulders. Finally she stood with her arms fully extended. This time she could actually feel the object getting lighter and lighter as she became stronger and stronger. She lowered the trailer and then pressed it back up several times as she felt the strength rising within her. Her brain was furiously processing data from her body's reactions. She began to formulate a theory as to how her cells were responding to the increasing stresses. But she needed one more test. And she knew just where to find it.

MJ lowered the trailer back to the street as gently as she could and looked around carefully for any signs of life. She wasn't ready to be put in the position of explaining how a 17 year old girl could press a loaded semi trailer over her head with her bare hands. At least not yet.

MJ started off jogging toward her goal once more. It was just a few blocks away and if her memory served her right, it would have exactly what she needed. In seconds, she was standing outside the Sunnyside Yard, the central railway hub in Queens for trains of all kinds. She checked out the security cameras and the ten foot high fence with barbed wire along the top. She walked along the perimeter of the yard until she came to a secluded spot away from the view of the cameras. She squatted a little then quickly and silently jumped straight up.

Legs that had no trouble lifting a loaded semi trailer likewise had little trouble propelling a 130 pound girl up and over the fence. She caught hold of the top of a pole and vaulted to the other side as easily as Spiderman would have. Once inside the darkened rail yard, she stealthily made her way over to some engines that were sitting by themselves in a back area.

100 tons. MJ stood looking at an engine that she remembered from an article years ago. The information seemed to just pop into her head as soon as she looked at the machine. An ALP-46, built in Europe, used for passenger and freight service, weight: 99.2 tons. Not exactly 100 tons, but damn close enough.

Cautiously she approached the slumbering giant making sure that there was no one around. She ran her hands over the front end of the massive vehicle looking for a purchase for her hands. Finally she placed her small hands as far under the front as she could reach and began to try to lift the engine. At first, like before, nothing happened. Then MJ felt the familiar tingle running through her body. She realized now that any time that she exerted herself physically, her cells were adapting, mutating she supposed, into some form of life that would be capable of the feat she was attempting, utilizing all of the protein she had consumed earlier for the process.

Mary Jane redoubled her efforts as the tingle subsided. As she contracted her powerful muscles, she heard a couple of pops coming from inside her sweatshirt. Damn, she thought, I just ruined my bra! Oh well, she would have to treat herself to all new clothes anyway after tonight. She went back to concentrating on her lift. Slowly, majestically, the front end of the massive engine creaked upward into the evening sky.

MJ could feel the sleeves of her sweatshirt pulling tightly against her arms. Not only are my muscles getting stronger, she thought, they must be growing quite a bit as well. She thought of her expanding, changing muscles and realized that not only her muscles were mutating, but her bones, ligaments, tendons, even her skin must be going through a similar metamorphosis. She could almost visualize the changes taking place in her body, as if she were reading about it in a science book. How strange, she thought as she continued to lift the massive metal machine, it's like my mind has just turned on; I wonder if whatever is happening to my body is also affecting my intelligence?

Mary Jane returned her focus to the task in her hands only to realize that she was holding the front end of a 100 ton train above her head, as far as her arms could reach. She paused to take in the enormity of the feat she had just accomplished. Then with a quick glance around to see if anyone might have discovered her impromptu 'weight training' session, she stepped forward, pushing the train even higher as she approached the mid point of the engine.

She squatted slightly and took the full weight of the engine on her outstretched hands. The tingling in her body was so strong it was almost overwhelming. "Oh god," she whispered out loud to no god in particular, just any that might be listening, "I can't believe this is really happening." With that she straightened her legs and brought the huge machine to rest, supported only by her powerful hands.

How far dare I push this growth, she wondered to herself. Then, as if to answer her own question, MJ lowered the ponderous weight and then pushed it back up until her arms were fully extended once more. She repeated the lift ten more times, each time a little easier than the last. The 100 ton machine was beginning to feel ... light ... in her hands, so she carefully moved one hand to the very center of the machine and tried it as a one hand press. The tingling in her body was now almost a roaring in her ears as every cell in her was being forcibly reshaped.

MJ pressed out five reps and then switched hands for another five. She could feel the material of the sweatshirt stretching, the seams straining to hold in her thickening arms. For good measure, she grabbed hold to the underside of the train and lowered it in front of her, holding like a barbell. A 100 ton barbell! Then she began to curl the massive machine. After three tortuous curls, her body adapted again and the incredible weight felt lighter and lighter. Maybe I should stop now, she reasoned, before I grow out of my clothes. [Of course I'm sure that some of you reading this story might enjoy just that sort of thing, but Mary Jane would really not like to have to explain to some cop why she's walking around Queens in the middle of the night stark naked! - RP]

Mary Jane switched her grip once more and slowly lowered the rear of the engine back onto the track and then stepped backwards, 'walking' her hands down the underside of the engine. Finally she lowered the front of the engine down. Her concentration was momentarily lost when her biceps pushed out so far that the seams in the sleeves of her t-shirt and sweatshirt simultaneously gave way, revealing a small mountain of rock hard bicep on each arm. She dropped the engine the last foot and it came down with a thunderous noise a foot away from the tracks.

In a panic, MJ picked up the front again to replace it before anyone could find her out. The engine nearly flew out of her hands because her strength had grown so much in the last few minutes. She caught the train and carefully settled it back to its original position.

Mary Jane saw some lights turn on in the darkened part of the yard and heard voices as guards came to investigate. The last thing she wanted to do was to explain her presence to some security guys. With a few steps and a jump, MJ was over the fence and nonchalantly walking down the sidewalk. She heard the guards and watched as their flashlights searched the area, but she ignored them and kept on walking as if nothing out of the ordinary had happened.

After she had walked far enough to be out of sight of the guards, she stopped in the shadows to try to fully assess what had happened to her. She reached up and felt her bicep as she flexed it. Once again, it opened the gaps in the sleeve of her sweatshirt, even popping a few more stitches this time. Judging by the size of her hand, she reckoned that her arm must have been more than 20 inches around!

Her head was spinning trying to make sense of what was going on. She came to the realization that not only had her muscles increased in size and density, but their very structure had ... mutated ... somehow, multiplying her strength by a factor of at least 4000. She stood in stunned silence as she realized that she was now in the same strength range as the Thing from the Fantastic Four or even the Avenger's Thor.

And not only had her muscles been affected. Her large tits, having already overwhelmed her bra, were bulging upward, struggling against the confines of her overalls. Then she looked at her hands in the soft half light. She had just lifted a 100 ton metal object without gloves or anything, and her hands were untouched. Not even a scrape or a bruise could be seen on them. This process must have also changed the cellular structure of every part of her body. Including her brain ... it seemed to the young girl that ever since the changes began happening that her brain power was increasing right along with her muscle power.

Suddenly, MJ was brought back to reality by a loud "Meeooow!" She looked down and saw a cat rubbing against her leg. Without thinking, she reached down and scooped up the small animal and gently scratched it between the ears. "Hey there little kitty cat, what are you doing wandering around here ..."

Mary Jane's voice trailed off into the night as she was struck the seeming incongruity of being able to lift a massive train engine with one hand and at the same time, still be gentle enough to not accidentally crush the life out of such a fragile creature.

She set the cat back down and it disappeared into the inky shadows, it's coat the perfect camouflage for the night. "You better get on back home little black cat before ..." Again, MJ stopped mid sentence as if the final missing piece of the puzzle had suddenly dropped into place. "Oh my god," she whispered, "the Black Cat. The Kingpin. Spiderman!"


To be continued...

[hatour]

The Ultimate Black Cat (part 3)
The new Black Cat takes down Spiderman.

by Rick Powers

Mary Jane saw some lights turn on in the darkened part of the yard and heard voices as guards came to investigate. The last thing she wanted to do was to explain her presence to some © Saradas guys. With a few steps and a jump, MJ was over the fence and nonchalantly walking down the sidewalk. She heard the guards and watched as their flashlights searched the area, but she ignored them and kept on walking as if nothing out of the ordinary had happened.

After she had walked far enough to be out of sight of the guards, she stopped in the shadows to try to fully assess what had happened to her. She reached up and felt her bicep as she flexed it. Once again, it opened the gaps in the sleeve of her sweatshirt, even popping a few more stitches this time. Judging by the size of her hand, she reckoned that her arm must have been more than 20 inches around!

Her head was spinning trying to make sense of what was going on. She came to the realization that not only had her muscles increased in size and density, but their very structure had ... mutated ... somehow, multiplying her strength by a factor of at least 4000, possibly more. She stood in stunned silence as
she realized that she was now in the same strength range as the Thing from the Fantastic Four or even the Avenger's Thor.

And not only had her muscles been affected. Her large tits, having already overwhelmed her bra, were bulging upward, struggling against the confines of her overalls. Then she looked at her hands in the soft half light. She had just lifted a 100 ton metal object without gloves or anything, and her hands
were untouched. Not even a scrape or a bruise could be seen on them. This process must have also changed the cellular structure of every part of her body. Including her brain ... it seemed to the young girl that ever since the changes began happening that her brain power was increasing right along with
her muscle power.

Suddenly, MJ was brought back to reality by a loud "Meeooow!" She looked down and saw a cat rubbing against her leg. Without thinking, she reached down and scooped up the small animal and gently scratched it between the ears. "Hey there little kitty cat, what are you doing wandering around here ..."

Mary Jane's voice trailed off into the night as she was struck by the seeming incongruity of being able to lift a massive train engine with one hand and at the same time, still be gentle enough to not accidentally crush the life out of such a fragile creature.

She set the cat back down and it disappeared into the inky shadows, it's coat the perfect camouflage for the night. "You better get on back home little black cat before ..." Again, MJ stopped mid sentence as if the final missing piece of the puzzle had suddenly dropped into place. "Oh my god," she whispered, "the Black Cat. The Kingpin. Spiderman!"

Several hours later, and across the East River, Spiderman swung gracefully through the concrete canyons. He released his last strand of webbing and somersaulted onto a narrow ledge, high above the teaming streets of the city. As he couched down and viewed the metropolis below him, he reviewed once more why this had been such a crappy day. Threatened at school by that jerk Flash Thompson, abandoned by his chemistry partners, bombarded with J. Jonah Jameson's inane ranting at work, left to fend for himself at dinner time by his Aunt May as she swept out the door, and now not a single super criminal to pit his wits and fists against. And boy did he ever need some super dupe to wail on right about now!

Well, at least Aunt May will be gone for the next couple of nights, so he won't have to worry about covering up for his nightly crime fighting, Peter thought to himself.

Somewhere in the distance, Spiderman heard an alarm sounding. "At last!" he said as he leaped off the ledge and into the cool night air, "Maybe this night won't be a total waste of time, after all."

In a matter of minutes, Spiderman had swung over to the neighborhood where the alarm was still screeching. As he approached, he caught a glimpse of someone moving quickly from one rooftop to another. Instantly he recognized the long, flowing, platinum blonde hair. He swooped around the far side of the building and launched himself onto the roof in just the right spot to stop the Black Cat in her tracks.

But when he landed, all Spiderman found was an empty rooftop. Puzzled, he quickly ran to the edge and looked in every direction. There was no movement anywhere.

"Looking for someone, Spiderman's "

Spiderman spun quickly to face the direction the voice came from, but all he saw was black shadows. He crouched, preparing for an attack, "Here little kitty, the big Spiderman won't hurt you. Have you been a naughty little kitty? Hmmm?"

The Black Cat slowly began to emerge from the shadow, at least her chest began to emerge. She ever so slowly moved forward so the light illumined the tops of her bulging orbs of soft tit flesh, making them seem even larger. She paused to give Spiderman the full effect of her huge bosom. Luckily, Spidey was
wearing a mask. Otherwise, his eyes would have probably ended upon the rooftop and his jaw would have banged into his chest. Her new costume showed off all of her dramatic assets so well, that Spiderman was happy that he was crouching so as not to make an embarrassing display of his male anatomy.

Cat moved forward a little more so that her face was now in the light, "You're such a party-pooper, Spidey," she said with a fake pout, "Can't a girl do a little shopping?"

"Yeah, but it's always nicer if you pay for what you take," Spiderman said as he quickly shot a line of webbing at the pouch that the Black Cat had strapped around her waist. "Let's see what you have in your shopping bag." Spiderman tugged back on the line, expecting to pull the bag off of the Cat. But she had grabbed hold of the line and was pulling back, resisting him.

"Not so fast, honey," the Black Cat cocked her head as she effortlessly held her ground, "Let's play a little first." Using just a portion of her strength, she tugged back on the line. Spiderman was caught off guard and found himself flying towards Cat's bounteous boobs. A second later, he smashed into her chest, but she didn't even flinch at the impact. Instead, she wrapped the line of webbing several times around the surprised boy. Then she pushed him away and pulled on the line, spinning Spiderman like a toy top.

Spiderman came to a stop ten feet away from the sexy attacker and immediately released a stream of webbing to web her up. Soon he had managed to pin her arms to her sides.

"Now you're beginning to bug me, bugboy," Cat said as she started pushing against the strong web.

Spiderman was about to take a relaxed stance, figuring he had bought himself some time. But again, he could only stare at his opponent in shock and awe as he watched muscles seeming to grow from nowhere across her chest and shoulders. Slowly the sexy cat stretched her shoulders back and flexed her
arms. One string of webbing after another succumbed to her power, until she was free.

"Now it's my turn," the Black Cat growled as she reached for her cat cable. With a flick of her wrist, it shot out towards Spiderman's ankle. But he had just enough wits left about him to leap upward at the last second, avoiding the whip. Unfortunately for the amazing arachnid, the Cat had anticipated his move and as he sailed over her head she casually reached up with her other hand and snared the boy's leg. Then using his forward motion, Cat spun him around and sent him flying into a door that led from the rooftop down into the building.

Spiderman curled up at the last second and took the brunt of the blow with his shoulder and back. Still, the collision left his head spinning and his body feeling like the Hulk was dancing a jig on top of him. Somehow, the young superhero pushed aside his fears and aches and propped himself up, gearing up
for the Cat's next attack. What he saw made his heart sink deep inside him while he felt a rising elsewhere.

The Black Cat had her back turned to Spiderman and was straining to lift a large air vent assembly. The thing must easily weigh a half a ton, Spidey thought, plus it's bolted to the roof, what is she trying to prove? But slowly, astonishingly, the bolts gave way one by one. Spiderman could see incredible muscle definition across the Cat's back, butt, and legs as she put every once of her new strength to the task.

The young man was transfixed by the woman's display of power. He had never seen the Cat like this before. In all of their previous encounters, all he had noticed was her outstanding figure and beautiful face. But now, as he saw her muscles bulging and flexing under her skin tight costume, he felt an even
more profound, almost animalistic, sexual attraction for the lady.

Spiderman's thoughts were quickly brought back to the situation at hand as the last bolt gave way to the Black Cat's engorged muscles. She raised the massive metal construct in victory, and turned to face the still prone superhero. Her fingers were gripping and deforming the metal skin of the air vent. Suddenly she drew the ponderous weight back, above her head, and fired it at the unsuspecting hero.

Spiderman's famous 'Spider-sense' wasn't clicking in today which was really throwing him off his game. The missile was upon him before he could react. The ensuing explosion of metal against brick left little remaining of the doorway or it's supporting wall. The Black Cat confidently strode to the wreckage, ready to collect her prey.

Cat plucked up the tangled mess of metal with one hand and casually flipped it over her shoulder causing it to fly across the roof of the warehouse. But to her surprise, and a little delight, Spiderman's body was not underneath. "Mmm..." she purred to herself, hands placed on her powerful hips, "I just
love a man who plays hard to get. Besides, I was hoping that he would but up more of a tussle than he did." With that she leaped into the darkness below.

Meanwhile, across town in a much higher class neighborhood, a young man sitting at an enormous console spoke softly into a headset microphone, "Mr. Fisk, sir, I think I have something here that needs your attention."

In another room, not far away, Wilson Fisk placed his finger to his ear, listened intently, and rose slowly from his huge chair. "Excuse me, won't you please, gentlemen? It seems my attention is needed nearby. I will be back momentarily." With that the big man vanished through an opening in what appeared to be a solid wall, his speed surprising those present.

Soon he had entered the room filled with computers and video equipment. "I assume this is of the utmost importance, Williams, to pull me away from my meeting. Be brief."

"Sir, look at this video taken from a surveillance camera on the east side minutes ago. I've increased the resolution as much as possible. It appears to be ..."

"The Cat," Fisk finished the sentence. Then a big grin broke out across his face as he watched the video of her throwing Spiderman around the roof, "And she seems to have engaged the spiderboy! Excellent! Perhaps we will have some good news by the end of the evening. Notify our 'guest list' that we may be
having a gathering tonight."

Spiderman clung to the ceiling in the darkest corner of the warehouse that he could find. Why had his spider-sense betrayed him when he needed it most? It was by pure luck that he had managed to dodge most of the force the air blower that the Cat had launched at him and then tumbled down the staircase into the abandoned building. He needed to clear his head and get back into this fight before the surprisingly muscular and powerful Cat finished it for good.

Just then, he barely heard soft footsteps approach below him. He held his breath trying to make out where they were coming from. He saw a slight movement and jumped toward his pursuer. But the Black Cat had been watching him in the darkness the whole time. Her eyesight had improved so much since
she had been powered up that she could now effectively see in the dark as well as she could in the light. With the slightest of moves, she swiftly avoided his attack.

Spiderman, caught off guard by the Cat's speed, did a face plant on the floor, knocking some of the wind out of him. Still, he managed to bounce up and prepared to strike out at the Cat. He swung quickly with his right hand, but she deftly ducked under his punch. A left uppercut by the hapless hero only moved the air that was left when Cat twisted away.

The Black Cat continued her move and swept Spiderman's feet out from under him causing him to fall unceremoniously on his butt. "This is fun, Spidey! I could keep this up all day!" Cat jeered at the youth.

The embarrassed superhero crouched and leaped at the woman, hoping to wrestle her down. But the Cat grabbed his costume and hurled him over her head, sending him crashing through the top of a large wooden crate. Spiderman's head was spinning as he thrashed around inside the loose packing in the crate, trying desperately to mount some sort of counter attack or at least find some exit strategy that might save his pride. Suddenly, the side of the crate exploded outward and there stood the Black Cat. She had demolished the heavy wooden crate with little effort using just the strength of her bare hands. In
the dim light of the warehouse he could see her brushing the dust from her hands and costume.

"C'mon, lover, you're not going to give up yet, are you?" she said with a pout.

In desperation, Spiderman whipped a web out to a high rafter and jumped up trying to fly over his tormentor's head. But just as quickly, the Cat snagged his webbing and broke it with a tug of her cable. Again, Spiderman came crashing down to the floor.

This time, the amazing wall crawler slowly pulled himself off the floor. "All right, Cat," he spoke without his usual bravado, "Why are you toying with me??

The Black Cat emerged from the shadows again, stepping silently towards the shaken superhero, "Because it's fun ..." she cocked her pretty face and smiled, ".. because I can now."

Confused even more, but still not defeated, Spiderman lashed out at the sexy villain's narrow mid-section with vicious side kick. He never would have kicked her so hard normally, but in his frustration and embarrassment, he put everything he had into the kick.

Cat didn't even try to block the attack. Confident in her new power, she kept her hands on her hips and merely flexed her astounding abs into an impenetrable wall of steel. Spiderman's kick landed solid and true ... and totally ineffectual.

"Aaargh!!" Spiderman recoiled in pain. He felt like he had just kicked Iron Man's armor. His whole foot and ankle was throbbing instantly as he collapsed to his knees in front of the slight woman.

"Was that your best shot, Spidey?" the Cat taunted, "Yeah, I guess it was." She grabbed his costume by the shoulder with her left hand and jerked him off the ground until she was holding him at arm's length above her head. She cocked back her other arm and flexed her bicep, pushing her sleeve to nearly the bursting point. "Let's finish this game, shall we?"

Suddenly, to the surprise of both combatants, an audible "Thhhppp" came from somewhere in the old warehouse. Then just as suddenly, Spiderman was jerked up and away from the Black Cat's grasp. In less than a second, he was swinging from a very familiar looking webbing attached to the back of his costume. His arms had been webbed to his side and he was struggling to break free.

The Cat searched in the darkness for the interloper who had crashed her party. Suddenly, she too was being bound at the waist by more webbing. "What th..." she hissed, "What the hell?"

Slowly a figure began to descend from the rafters holding on to a thin line of what appeared to be webbing. Although Spiderman was having trouble making out what was happening in the near dark, Cat could see clearly. The person was definitely female, and seemed to be wearing a tight fitting costume that resembled Spiderman's.

"I agree, Ms. Cat," the mystery woman spoke as she gently touched the floor, "Let's finish this now."

The woman in black smiled. Maybe this one can give me a good fight, she thought. She thrust her chest and arms outward to free herself from the webbing. But was surprised when nothing happened. She redoubled her efforts, flexing her considerable muscles to their fullest and was finally rewarded with a few small pops of the tough line. Still, she was nowhere near being set free.

"Oh stop struggling, Cat," the other woman chided her with her hands on her hips, "I can add more anytime I want to, but that would just be a waste of precious webbing."

Finally, the woman stepped into a small pool of light half way between the two superpowered teens. Spiderman was shocked at the woman"s physique. Large muscles pushed out all over her body from her arms to her calves. Every little move seemed to set off a symphony of power as her muscles flexed and relaxed. Even in the dim light, it was easy to see how powerful her frame was. All set off by a skin tight spider costume that looked very familiar.

But even though she was extremely muscular and powerful looking, she was still very feminine. Her breasts were so large and full that they lifted the top of the costume out of the tights, leaving a good four inches of her rock solid mid-section exposed. Spiderman was momentarily distracted by the sheer volume of her tits. Although they were obviously bound by her tight costume, they still seemed to be even bigger than the Black Cat's heavenly endowments.

[hatour]

"Hey, wait a minute there lady!" Spiderman finally realized where he had seen that costume before. He was wearing it! His amazement quickly turned to anger. "I've got a copyright you know! You're gonna hear from my lawyer! As soon as I can figure out how to get down."

The spider woman spun around to face the spider boy and, placing her two middle fingers against a concealed trigger mechanism in her glove, sent a stream of webbing toward his face, "Put a sock in it, Bugboy." She held on to the end of the thread. "You know, I've always wanted to do this." With a slight tug, she pulled the webbing back to her and ripped the mask off of Spiderman's head.

Peter Parker, finally unmasked, twisted his head so as not to let the women get a good look at his face. The confident stranger stepped up towards her swaying prey like a spider approaching her victim. She pulled him down, stretching the webbing that held him until she could look him in the face.

"Hmmmm ... not bad," she mused, "Kind of cute ... in a boy-next-door kind of way. What do you think, Cat?" She turned the captive boy so that the Black Cat could get a clear look at his face. The normally cocky Cat let her defenses slip a bit as she gasped in recognition of her chemistry partner.

"What's the matter, sweetie? Cat got your tongue? You look like you've just seen a ghost ... or maybe like you recognize this little man?" The stranger released Spiderman and aimed another web at the Black Cat's hair. "Maybe he'll recognize you, too." With a quick tug, the black clad burglar had been unmasked as well.

"Fe .. Felicia?" Peter was stunned by the sudden unveiling of their secret identities, but even more stunned by the revelation that the sexy villain was actually his frumpy lab partner.

"Parker?" Felicia finally voiced her recognition as well. For the longest time she had wanted to get under Spiderman's costume, but now that she had found out that it was dorky Parker, she wasn't so sure.

"Well, it seems like you two do know each other," the stranger said. She looked at the Black Cat, "Felicia ... Hardy? Isn't it?" She turned to the boy and pointed at him, "And Peter Parker? Right? Well what do ya know! I guess that would make me..." With a flourish, she bowed her head and ripped off her mask. She lifted her face again and tossed her long red hair.

"MJ?!?" Felicia and Peter said in unison.

"In the flesh," she said as she smiled her dazzling smile and raised her arms in a double bicep pose. Then she flexed her muscles and the sleeves of the costume puffed up with more muscle than they had ever held before. She easily surpassed the size of the largest female bodybuilders, considerably larger than Peter. A few seams in his costume popped in protest, but by and large, the stretchy material contorted to accommodate its new owner's size.

"MJ?!?" the pair repeated, this time with considerably more awe in their voices.

She relaxed her pose and stepped over to Felicia. She grabbed the webbing that surrounded her and with little effort, tore it apart. Then she circled her powerful arms around the confused girl and kissed her gently on the mouth. "I just wanted to say thanks for that kiss you gave me earlier. Sorry about the webbing and all the mystery and stuff. But I knew that you would run away if I didn't do something to stop you. I think I understand what is happening. And I think Peter and I can help you."

"Ahh ... speaking of Peter," Parker interrupted, "He"s still dangling from your web, over here, Ms. Spider. Still unable to free himself. Still confused as to what the heck is going on. And just a little embarrassed to admit that he's kind of turned on by watching two incredibly sexy women kissing."

Mary Jane stepped over to Peter and contemplated him, "Maybe it would be better to just keep you there for a while."

Peter again struggled against his bonds. But this time the webbing started snapping. MJ extended her arms and caught Peter as he fell out of his sticky cocoon. She gave him a little kiss on the cheek and set him down.

"Hey, what's going on here? How did you girls get so strong? And what's with the spider costume?" Peter demanded.

"Slow down, Tiger," MJ cooed, as she pressed her big boobs up against Peter's comparatively thin chest and tussled his hair. "I'll explain as much as I can. But the first part of the story is Felicia's."

Felicia stepped toward the pair, "I guess I may as well tell you everything. If I can't trust you two, who can I trust? You're the closest thing I have to friends in the world. It's all about my dad."

The three friends drew closer together as Felicia Hardy related the story of her father. "He was a burglar, a fairly successful one. I never even knew what he did for a job for the longest time. He provided a good home for my mother and me. But he had crossed paths years ago with the wrong element. The Kingpin of Crime."

"Wilson Fisk?" Peter interjected.

"Yeah, Fisk. He took something that Fisk thought belonged to him."

"What was that?" MJ asked.

"My mother."

Felicia went on to relate how her father had won her mother's affection away from Fisk when they were all in high school and how Fisk finally got even with him by framing him for a crime he didn't do. Now her father was serving a long jail sentence and only Fisk had the information to get him released. So
she had trained herself to become a top flight burglar in hopes of finding this information at Fisk's office and free her father. But Fisk had caught her and used her mother as leverage to get her to capture Spiderman.

"He gave me a super strength drug in the hopes that if I were stronger than you, I could finally defeat you, Peter. I was suffering from the reaction of the virus yesterday in class. And I guess ... I guess I passed the virus on to you, MJ. I'm sorry. I had no idea that it was communicable."

"Don't be sorry, Felicia," MJ said as she placed a hand on the black clad burglar's shoulder, "I love being this strong, really. And it will sure come in handy if I keep hanging with Parker. You can't believe all the weird stuff that happens around him." She turned to Peter to explain,"As far as I can tell, the virus mutated our cellular structure and for a short time we had the ability to greatly increase our strength by causing our bodies to further mutate in response to exertion. As I guessed, I pushed my body's change a lot further than Felicia did. A lot further than I thought a human could go. In fact, I'm not even sure if I could be classified as human anymore. The mutations caused by the virus are astounding."

"So ... how strong are you two?" Peter wondered.

Mary Jane spied a piece of pipe laying on the floor. She picked it up and handed it to Peter. "How much do you think this weighs?"

"About a hundred pounds," Peter guessed.

"Bend it, Pete."

Parker put all of his spider strength to the task and bent the bar in two after a great amount of effort.

"Now Felicia, your turn." MJ continued.

The Black Cat flexed her muscles as she took the bent pipe and with some effort tied the ends into a crude knot. Peter's eyes grew wide. She must have been two or three times as strong as he was. Next MJ took the pipe.

The gorgeous red head placed her hands on either side of the twisted pipe and started to squeeze. It looked like she was molding clay instead of steel as she brought her hands together with little effort and then continued to compress the pipe smaller and smaller. Then with great effort, she formed it into a ball the size of a softball. She smiled at Peter as she flipped the ball into the air. She caught it and cocked her arm like a pitcher winding up for a fastball. She threw the ball of steel right at a support girder. With a thunderous noise it punched a hole through the closest girder and lodged itself into the next.

Peter and Felicia could only stare wide-eyed at MJ's awesome display of power.

"Holy spit, MJ!" Peter said after doing some general mental calculations, "Only the Hulk could do something like that!" He turned and stared at his girlfriend and her pumped up muscles. His awe was mixed with a little fear.

"Well, I don't know about that," MJ answered, "But I would say I'm up there with Hercules and maybe Thor right now."

"So okay," Peter said, casually trying to change the subject, "so you're both pretty strong now from this virus thing. Now what?"

"Oh god," Felicia gasped, "I almost forgot. Kingpin said that if I didn't get an antidote for the virus in seven days, I'd die. Oh Mary Jane," tears were welling up instantly in her eyes, "I'm so sorry that I got you into this!"

MJ clenched her jaw as possible scenarios raced through her now brilliant brain. "How were you supposed to contact Kingpin once you captured Spiderman?" she asked Felicia.

"He gave me a signal device to let him know I was bringing Spiderman in."

MJ smiled deviously, "I've got a plan ..."

Later that night, back in the huge penthouse of Wilson Fisk, a gathering of nefarious characters was taking place. Fisk had his usual henchmen, the Enforcers, present. The Enforcers were a B-list group of villains: Fancy Dan, who was an expert in martial arts but always liked to use his guns first; Montana, an expert with the lariat; and Ox, big and dumb but strong as ... well ... as an ox. He had also found Rhino, Electro, and Dr. Octopus. Fisk strode into the room suddenly and began to address his guests.

"Gentlemen. Welcome to the final act of the short, yet immensely irritating career of a certain insufferable wall-crawling hero." Fisk smiled as he got the reaction from the assembled villains that he had expected. He continued to gloat, "Yes, where your measly efforts to squash him have ended in failure and embarrassment for you, I, the Kingpin of Crime, have triumphed. I devised a trap so stunningly simple and yet so seductively effective, that Spiderman was almost too easy to capture."

The Kingpin led the group to a tall set of doors. He pushed them open and announced, "Behold!" He gestured into an even larger room, sometimes used as a helicopter hanger at the top of his Manhattan office building. The Black Cat stood next to Spiderman, webbed up to his shoulders and dangling upside down from the ceiling. She was playfully punching him, making him swing back and forth. He looked pathetically helpless in this position.

The entourage entered the room with excited chatter. "The wall crawler is mine!" "Sorry you freak, you'll have to wait your turn." "I get'm first!" "After what he did to me ..."

"Gentlemen!" Fisk bellowed over the commotion, "Everyone will get a turn! I ask only one thing. Do whatever you wish to him," Fisk turned to the captured superhero with a look of evil glee, "but the final blow is reserved for me. I want the pleasure of snuffing his life out with my bare hands!"

"But first," Fisk continued as he led the way towards the incapacitated hero, "let me introduce you to our hostess for this joyful event, The Black Cat!"

Felicia posed next to Spiderman like a model showing off a prize on a game show. "But I really couldn't have done it without my benefactor," she said as modestly as she could, "the Kingpin of Crime himself, Wilson Fisk!" She was the only one in the room to give a quiet 'golf clap.' Except for Ox, the muscle guy for the Enforcers. But he wasn't so sure what he was clapping for and stopped after Montana nudged him in the ribs.

"How clever of you my dear to deliver him wrapped in his own webbing," Kingpin gloated.

Cat produced a webshooter from her pouch, "Well, after I beat the snot out of him, it was a simple matter to take this off his wrist and use it on him. Lord knows, he's used it on all of us plenty of times!"

"Hey Kingpin," Rhino interrupted, "he looks like a big ol' pinata hanging there! Mind if I get the party goin' with the first swing?" He pounded one meaty fist into the other to emphasize his point.

"Swing away, my brutish friend!" the Kingpin answered.

"You know these little digital cameras they got today? Aren't they just the dickens? They're so small, but the resolution is incredible! This one even takes videos!"

The villains froze in their tracks. Frantically, they looked in the direction of the voice. A voice that was all too familiar to them.

"You know, I just loved the look on your face Kingpin, when you said your line about 'snuffing his life out,' classic bad-guy stuff, really." Spiderman swung from one side of the ceiling to the other and turned his camera back towards the group while standing upside down, "But let's shoot it from this angle so I get the whole group behind you before I zoom in for your close-up. Okay? Ready ... and ... action!!"

Kingpin's face was already turning several shades of red as his famous temper was about to explode. "KILL HIM!!! Kill him NOW!!!"

He spun to face the demurely smiling Cat, "You ... you double-crossed ME?!? And led Spiderman here?!? And brought me a dummy?" He was practically shaking in anger.

Suddenly the web cocoon burst open and MJ did a flip, landing in a crouched position in front of Fisk, "And just where do you get off calling me a dummy, you dummy!"

Felicia flipped the web shooter to her friend and MJ slipped it back under the sleeve of the costume. Out of the corner of her eye, she caught sight of Rhino charging at her. Cooly, she calculated his approximate mass and the speed with which he was approaching her. At the last possible second, she spun around and caught his chin with a thunderous uppercut.

The startled foe shot straight up like a ricocheted bullet bouncing off a tank's side. His horn lodged itself deep within the high ceiling. MJ made a mental note. She had merely intended to stop the man-beast, not knock him into orbit.

Meanwhile, Peter was busy dodging Dr. Octopus' arms and Fancy Dan's bullets, hoping that either Ock would knock Dan in the head or one of Dan's bullets would take out the good doctor. Just another day at the office for the experienced superhero. He knew what his part was in this little action scene and he would perform it perfectly. Still, he marveled at the change in his girlfriend. Not only was MJ super strong now, she had also hacked into his secret computer files and improved on his own webbing solution to make a load of webs that was ten times stronger than normal. And all within a couple
of minutes. Then she taught herself to shoot and swing on the web in about a half hour while it had taken him days to figure it out. On top of that, she figured out the whole deal with the Black Cat and planned a scheme to get back at the Kingpin, all while swinging her way towards the warehouse. She was quite some girlfriend all right. He watched out of the corner of his eye as she sent Rhino rocketing up and into the ceiling. Wow, he thought, we might have to work on her control.

While the battle was being joined in earnest, the Kingpin of Crime was looking for a quick exit from the melee. He exited through the same hidden doors that he had used earlier. This night was not going as planned. He needed a new strategy. And he needed one quickly.

The Black Cat saw Kingpin leave and was about to follow him, but suddenly a lasso dropped over her head and encircled her petite waist. Trying to get in on the action and not feeling like taking on Spiderman or this new Spiderwoman, Montana thought he could handle the sexy Cat. He figured he would wrap her up with the rope and knock her out with a quick karate blow then help the others with the spider-twins.

But Cat had different ideas. Her prey had just left through a quickly closing mouse hole and she needed to follow as fast as possible. She pulled on the lariat with her new strength and Montana went flying through the air towards her. He came to an abrupt stop, though, when his chin met the heel of the Black Cat's outstretched hand. Montana crumpled to the ground, out for the night. Cat slipped the lasso off and darted after the big man.

MJ had momentarily lost track of one of the opponents when someone grabbed her from behind. Two muscular arms enveloped her and began to compress her torso. She realized at once that this was the Enforcer's muscle man, Ox. She stopped his squeeze by gently flexing her arms and chest muscles. Ox was surprised by her resistance, so he increased his efforts.

Ox began to think that he had wrapped his meaty arms around a rock. For all his size and strength, he couldn't crush this little girl like he should be able to. Suddenly MJ expanded her chest and drew her arms up and away from her side which broke the big man's grip and sent him staggering backwards. MJ spun around and caught him by the belt and shirt and effortlessly swooped him up over her head, much to the shock and consternation of Ox.

Just then, Electro, who had been watching this little contest of strength, decided that this would be the best time to take out the spider-female. Sure, it was a cheap shot. To hit her while she wasn't looking wasn't really playing fair. But that was the kind of strategy that he loved the best. After all, he reasoned, I'm a bad guy! I'm supposed to do stuff like that!

Unfortunately, Electro's aim was slightly off and he merely nicked the super woman in the foot. Instinctively, MJ leaped into the air, holding Ox above her head. She arched her back and launched the bewildered man-mountain like a missile at Electro.

After his initial miss and seeing the woman's ability to leap twenty feet straight up while hoisting a 350 pound man above her head, Electro decided to give her all he had. But he wasn't expecting her to throw Ox at him. Out of pure survival instinct, Electro released another volley of lightning in a vain attempt to stop the oncoming man. All he succeeded in doing was frying Ox into unconsciousness right before he slammed into the much smaller villain. MJ landed gently in a crouched position ready for the next attacker.

Meanwhile, Wilson Fisk was busy mentally rehearsing the next few moments as he hurried toward his office. With a push of a secret button, all of the contents of his safe would be instantly dumped into another safe that could only be accessed by tearing the wall apart. It was a drastic move saved for the utmost emergencies. And this was one of those times. Next he would need to call in his best secretary.

Fisk had figured that the Cat would have double-crossed him for only two reasons. First, because of some misguided feelings of affection for the spider-pest, and second, to get any information that could clear her father. Information that he securely stashed away as the contents of his office safe
were evacuated below into the nearly indestructible strong-box with a firm push of an ordinary looking piece of molding on his desk.

[hatour]

Next, the big man rang his receptionist's desk. "Gloria!"

Although it was the middle of the night, a cheerful reply came back, "Yes, Mr. Fisk?"

"Gloria, what does the letter seven sound like?" Fisk had chosen his words precisely. He had just given her the verbal cue to initiate a post-hypnotic response. There was a pause at the other end of the intercom.

"Roses," came the answer finally. But this time, Gloria's voice was flat and emotionless.

"Excellent. Gloria, initiate Defense Protocol 13. Confirm."

"DefPro 13," Gloria's voice sounded suddenly serious. "I'm on my way."

"A little too late to set up your defenses now, Kingpin," the Black Cat purred as she sexily slipped from the shadows of Fisk's huge office. "or is that just some kind of code you have to send your secretary out for pizza?"

If the Kingpin of Crime was startled by the young woman's sudden appearance, he didn't show it. "Ah my dear Miss Hardy. I knew you would be along sooner or later." He picked up his phone and stepped out from behind the desk. "Sorry, but I'll have to ask you to wait just a minute. I was just about to make a call to an old friend of mine. Seems she's gone for the weekend and might be worried about her darling daughter. I just hope she's not too shocked when she learns how the child spends her evenings."

Felicia's face flushed in anger. In a flash, she whipped her Cat's Cable up and shot it at the big man's hand. The cable smashed into the phone and knocked it out of Kingpin's grasp. The Black Cat's sudden attack seemed to snap Kingpin into action. He lurched toward the young woman like a charging elephant, his face twisted in rage. The agile woman ducked under his meaty hands and sent him smashing into the wall. Then she followed up with a sharp elbow to the small of the back.

Kingpin roared in anger and thrashed back at Cat. But instead of ducking, she caught his arm and held it motionless. He spun quickly and thrust another huge fist at the young lady's beautiful face. She released the one arm and easily blocked his new attack along with several other blows that he fired off in rapid succession. Finally she allowed the massive man to land a thunderous punch to her midsection. All she did to protect herself was to tighten her abs. But it was enough. His big hand bounced off her rock hard stomach. Incredulous, the Kingpin tried it again and again. It felt to Fisk like he was hitting his hands against a stone wall.

The Black Cat answered the Kingpin's attack with a single jab at his jaw. Her potent punch sent him reeling backwards, smashing into a wall. "Well, well," the dark clad supergirl purred as she stepped up to the stunned man, "it seems that the tables have turned!"

Meanwhile, back in the Kingpin's war room, the war was still being waged. Spiderman paused to survey the room for his girlfriend. It was time to shift to the next phase of the operation. He spotted her dashing into a room that was filled with computer equipment. Suddenly, his spider sense warned him of another volley of bullets coming from below. As he moved to dodge the assault, he noticed that one of the shots nearly hit Dr. Octopus. Just as he hoped, the enraged villain turned his attention to the small man with the guns.

"You idiot!" Octopus screamed as he sent one of his tentacles smashing into the man's jaw. "You nearly killed me!"

Fancy Dan saw the metallic appendage coming at him out of the corner of his eye. He tried to dodge the blow but the robotic arm still hit him hard enough to knock him out. Good, thought Spiderman, it's just down to old sourpuss and ...

Spiderman's thought was stopped short by an unexpected blow from behind. While he attacked the gunman with one arm, Octopus had sent another one to try to catch Spiderman off guard. Having dislodged the wall crawler from the wall, Octopus reached out with another tentacle, snatched up Spiderman before he hit the floor, and began to squeeze the young hero like a python.

Spiderman struggled to free himself, but try as he might, he couldn't budge the mechanical arm that was slowly crushing the breath out of him. He couldn't even get off a clean shot with his web shooter. Just as he was about to black out, he heard the familiar 'thhhhp - thhhhp.'

Mary Jane had just jumped back into the room in time to see her boyfriend get snared by the evil genius. She shot a couple of streams of her highly adhesive webbing at one of Octopus's two tentacles that were holding him up off the floor.

The brave young girl challenged the old scientist, "Let go of my ..."

Her challenge was answered by a direct blow from Octopus's fourth tentacle as it smashed into her bountiful chest and pinned her to the floor.

"Ah yes, the other spider-pest," gloated Octopus, relishing the quick turn of fortunes in this little scuffle. "After I'm done crushing your boyfriend, " he squeezed tighter on Spiderman to make his point, "perhaps we'll have some fun together." A steely finger at the end of his robotic arm responded to his mental commands and began to tug at the neck of Mary Jane's costume.

"You disgusting pervert!" Mary Jane screamed. She responded to his amorous advances by whipping her legs up and around the metallic arm. With a powerful squeeze and a jerk downward, she twisted the arm in such a way that it threw the villain's balance off. With one arm webbed tightly to the floor and the surprisingly strong girl crushing and twisting another, Octopus had to drop Spiderman to catch himself with his other arm.

Spiderman fell a few feet and landed with a thud, shaken but not unconscious. Meanwhile Mary Jane had grabbed the offending finger and had bent it backward. Octopus' mind was reeling from the pain that the girl was causing. His mental link with his appendages went both ways and anything that happened to them, he experienced as well.

The mad doctor was about to attack Mary Jane with the full force of his robotic arms when another stream of webbing from Spiderman hit him square in the face. Frantically he scratched at the sticky stuff but couldn't get it off. By this time, Mary Jane was back on her feet, having demolished the business end of one of Octopus' arms. The nearly indestructible metal had yielded to the power of her thighs and now looked like so much mangled aluminum foil. With another two quick shots from her web shooters, two more arms were cemented against the floor and wall. Spiderman had swung up to an overhead girder. He snagged the last free arm and towed it up to the girder where he lashed it with an extra dose of his webbing. The fearsome criminal was stretched out across the Kingpin's war room like a bug caught in a metallic spider's web, unable to move.

Spiderman lowered himself on a line of webbing until he was upside down in front of his super powered girlfriend. "God, you are awesome," he whispered so that Doc Ock couldn't hear. "Thanks for the assist."

"Assist?!?" Mary Jane was incredulous. "It looked like you were the one lending ME a hand!"

"Yeah, sure, whatever. I had the situation totally under control. I'm an old pro at this," Peter replied, "Now, don't you just want to pull down my mask and give me a big sloppy kiss?"

"Right now, I'd rather knock you into the middle of next week!" Mary Jane made a mock threatening gesture of raising her arm and flexing her big bicep, again pushing Spiderman's costume to the limit of its stretchability.

"I love it when we fight. How 'bout we go home, slip out of these long johns and make up."

"Hold onto your hormones, Spidey," Mary Jane grabbed her boyfriend's costume and pulled him down a bit more, "I've got the computers downloading the info we wanted and its gonna take another minute or so. Besides, we seem to be missing one of our team members."

"Not to mention our gracious host," Spiderman replied, glancing around the room.

"Something tells me that if we find one of them, we'll find the other."

Gloria Taylor had moved to New York from Missouri four years ago. She was sure that she would find a good job, get a cool flat in Manhattan, and hang out with lots of friends at the local coffee shop. Just like on the TV shows.

But the real world was waiting for someone like Gloria just to smack her down and trash her dreams. Not many employers even gave her a second look. She had very few skills, no experience, and problems with overeating. In fact she once broke a chair as she sat down for an interview. She didn't get that job
either. Go figure.

But Wilson Fisk saw something in her that others overlooked. First, she was desperate for a job. Second, she was loyal to a fault. And most important, he discovered that she was an excellent subject for hypnosis.

Soon, after Gloria went to work in one of the lower echelons of one of Fisk's smaller companies, he had his scientists begin an almost nightly ritual of hypnosis. First they worked on her secretarial skills, training her within two weeks to be the fastest typist and most efficient organizer in the company. All the while, they were altering her eating habits and increasing her desire for exercise.

Of course, Gloria was oblivious to all of this. Everything was done in secret. An entire laboratory, designed to look like an apartment building, was constructed just for this R and D project. Gloria was the only actual tenant - given free rent as one of the perks for working for Fisk Industries. All of the friends she made in the building were actually members of her transformation team.

The apartment building had a state-of-the-art gym facility in the basement. Again because of her naivete, Gloria just assumed all apartment buildings in New York had such amenities. The nightly hypnosis sessions eventually began to include a rigorous weight training routine coupled with intense martial arts instruction. Because of her ability to completely focus while under hypnosis, Gloria mastered several styles of martial arts in record time. She was soon one of the most proficient fighters in New York.

The transformation team was also trying out some new designer drugs on Gloria. They increased the amount of work her muscles could do while decreasing the amount of rest her muscles need for recuperation. At the same time the drugs started changing the makeup of cellular structure of her muscles. The result was that the stronger she became, the more dense her muscle got. Within two years she was doing bench presses with over 400 pounds and single hand curls of up to 75 pounds. But her muscles looked no larger than those of a top level fitness competitor. Fisk had insisted on this last part so that she would not stand out as anyone special.

But Gloria was indeed someone special. She stood 5' 8" tall with straight black hair that reached the middle of her back which was usually held back in a pony tail. The intensive exercise routine that she had done had resulted in her developing an extremely fit physique with the only noticeable body fat located in her C cup breasts. She was stronger than most men and could defeat almost any opponent in hand to hand combat. In fact she would frequently spar with the Kingpin's most notorious assassin, Elecktra. As of late, their sessions would usually end in a stalemate with one woman not able to defeat the other.

Gloria was the perfect stealth weapon. And Kingpin completely controlled her. Now as his secretary, she was his last line of defense in case everything and everyone else failed him.

Gloria, now in an hypnotic trance, pulled out the top drawer of her desk and pressed a button concealed inside. A panel in the wall of her office slid open to reveal a black costume hanging inside the secret compartment. She stood, looked around the room as if to see if anyone was watching, then removed her fake glasses with a flourish. Swiftly she stripped off all of her clothes, just as she had done so many times before in her practice sessions. Then, just as swiftly, she donned the costume that she had designed for herself.

The transformation team had discovered that Gloria had long fantasized about being a superhero. Using this to their advantage, they had guided her to make a costume and come up with a name. This only served to strengthen and accelerate the changes they were working in the girl's psyche. Now, as she slipped into her costume, she mentally slipped into her persona of the Defender.

The Defender zipped up the front of her body hugging, black suit. The thin, stretchy material covered her from her thighs to her wrists and it showed off every bulge and valley of muscle that she had developed over the years. She pulled on a pair of thick soled boots and quickly snapped the straps shut. Finally, she drew a pair of gauntlets onto her hands.

The command from Mr. Fisk had been for defense protocol 13. That meant that the threat was in his office and that it was from a meta-human. Defender took a small bottle from a shelf in the secret wall compartment and uncapped it. She inserted the tip in her nostril and squeezed while inhaling. Then she repeat the process with the other side.

The effect was almost immediate. Even before she could pull up the mask that was attached to her body suit, the chemical was exploding in her brain. Every color and sound in the room seemed to become magnified. She became intensely aware of everything around her. Then she felt a growing power within her as the chemical caused her brain to trigger a flow of adrenaline into her bloodstream.

Defender replaced the bottle and bolted down the hallway to her boss' office. With a single kick, she smashed through the thick oak doors that had been locked from the inside. In a flash, she took in the scene before her. A woman clothed mostly in black was holding her employer, Wilson Fisk, by the throat against a wall. Mr. Fisk's face was bruised and one eye was shut from swelling. He was holding his ribs with one hand, probably an indication of some trauma to his torso, while his other hand dangled useless by his side. The black-clad woman's hand was raised, about to strike the helpless man again.

Defender flew at the costumed woman, landing with her boot square in her lower back. She quickly followed with an elbow to the base of the woman's neck.

The Black Cat had been surprised by the Defender's entrance and the woman moved much quicker than she had expected. She was barely able to brace herself for the attack. Still, her attacker's blows had almost knocked her out even with her enhanced strength. She released her hold on Fisk and spun to strike back.

But the Defender was seeing things in a different light. Every move seemed to be in slow motion thanks to the chemical coursing through her. She watched as the shorter woman spun around and followed the arc of her arm as it came toward her. It was easy to dodge the attack, contact the arm with her left
hand to force it to continue its motion and then strike the woman's exposed chin with the heel of her right hand.

Cat's head jerked backwards from the blow to her chin and instinctively she allowed herself to roll with the punch. What she needed right now was a little bit of space between them so she could assess the threat.

Fisk was leaning against the wall. "Ah my dear Defender," he managed to croak out, "Arriving in the nick of time, just like a good hero should." Then his voice grew cold and malicious as he pointed to the crouched figure across the room, "Stop her!"

The Black Cat didn't wait for the Defender to follow her orders. She leaped at the woman, confident in her fighting abilities and her new strength. But try as she might, every punch and kick she sent the dark woman's way was easily blocked.

"Quite an impressive fighter, eh Cat?" Kingpin gloated as he hefted his bulk up to a standing position, still covering his broken rib. "My team has been working on her for the last four years."

As if in response to the Kingpin's gloats, Defender block one more punch and seeing an opening, slammed her open palm into Cat's chest sending her flying backwards.

"As pleasurable as it would be to witness your final demise, my dear Cat, I must be going to attend to my own wounds." He winced as he tried to lift his dislocated arm, "And before our activities tonight bring the authorities. Defender! Alert!"

The black clad Defender stood still upon his vocal command as she had been hypnotically programmed to do, ready to receive an order.

"You have been given the clearance to eliminate the Black Cat. Power up now and dispose of this threat immediately. Then ... have Gloria get someone in here to clean up this mess."

The Cat watched as Defender touched a code into a series of buttons on her right gauntlet and walked to the nearest light switch. She placed her hand on the wall above the switch.

"You see Cat," Fisk was moving toward the shattered opening to his huge office, "I try not to put all of my apples into one basket. As part of the Defender Project we developed a way to siphon the energy from an electromagnetic field and transform it into muscular power. She is my perfect weapon. A skilled fighter, fast, strong, totally under my control, and best of all, she will recall none of this in the morning. Even under hypnosis this will all appear to be merely a fantasy of hers."

The Black Cat watched in horror as the skin tight costume on her opponent began to show signs of expansion.

As he stood in the doorway, nearly filling the doorway with his massive size, Fisk turned back to the room, "You on the other hand, I'm afraid I will have to count as a failed experiment. A set back. But just a minor set back. By the way, I wasn't exactly honest with you - but then such is the nature of our trade. There is no antidote for the virus and so far the longest anyone has survived with it in them is only three days. So even if you manage to defeat my Defender, which is highly doubtful, you die anyway. Good night, my dear. I'll be sure to comfort your mother at your funeral." With that, the big man was gone.

The End of Part Three

[hatour]

The Ultimate Black Cat (Part 4 - Finale)
by Rick Powers
Defender comes to Kingpin's rescue. Can Mary Jane save the day?

"Quite an impressive fighter, eh Cat?" Kingpin gloated as he hefted his bulk up to a standing position, still covering his broken rib. "My team has been working on her for the last four years."

As if in response to the Kingpin's gloats, Defender blocked one more punch and seeing an opening, slammed her open palm into Cat's chest sending her flying backwards.

"As pleasurable as it would be to witness your final demise, my dear Cat, I must be going to attend to my own wounds." He winced as he tried to lift his dislocated arm, "And before our activities tonight bring the authorities. Defender! Alert!"

The black clad Defender stood still upon his vocal command as she had been hypnotically programmed to do, ready to receive an order.

"Power up. Now. You are sanctioned to terminate the Black Cat. Then ... have Gloria get someone in here to clean up this mess."

The Cat watched as Defender touched a code into a series of buttons on her right gauntlet and walked to the nearest light switch. She placed her hand on the wall above the switch.

"You see Cat," Fisk was moving toward the shattered opening to his huge office, "I try not to put all of my apples into one basket. As part of the Defender Project we developed a way to syphon the energy from an electromagnetic field and transform it into muscular power. She is my perfect weapon. A skilled fighter, fast, strong and getting stronger by the second, totally under my control, and best of all, she will recall none of this in the morning. Even under hypnosis this will all appear to be merely a fantasy of hers."

The Black Cat watched in horror as the skin tight costume on her opponent began to show signs of expansion.

As he stood in the doorway, nearly filling the doorway with his massive size, Fisk turned back to the room, "You on the other hand, I'm afraid I will have to count as a failed experiment. A set back. But just a minor set back. By the way, I wasn't exactly honest with you - but then such is the nature of our trade. There is no antidote for the virus and so far the longest anyone has survived with it in them is only three days. So even if you manage to defeat my Defender, which is highly doubtful, you die anyway. Good night, my dear. I'll be sure to comfort your mother at your funeral." With that, the big man was gone.

Defender pulled her hand away from the wall. Her muscles had clearly grown in size. From the toned, shapely look of a fitness competitor to the bulkier, thicker look of a large female bodybuilder. She stretched her neck and then brought her hands up into a ready position. Her tensed biceps bulged larger than Cat's.

"Holy crap," Felicia grimaced, "this might take a while. And me with a hot date waiting upstairs." She vaulted over the large conference table which was broken from the previous scuffle, and landed both feet on Defender's chest.

Defender gabbed the Cat's feet and pushed her away, tossing her into the wall on the far side of the spacious office. Cat scrambled to her feet and flung a large leather chair at her opponent. Defender caught the chair by two legs and pulled it apart like she was pulling apart a wishbone. She tossed the demolished chair aside and leaped toward the dark one. Felicia dodged her attack and continued to duck and weave, trying desperately to stay out of reach of her lethal hands and feet. And trying to buy herself some time to figure out a counter attack.

Defender finally landed a kick to the Black Cat's shoulder which spun her around. Cat could feel her arm go numb immediately. Damn, this was one of those times she sure wished some spiderkid would show up. Defender was practically on top of her before she knew it, thrusting her big boot towards her neck. Cat fired her Cat Cable at the tall woman's face. The attacker dodged away and the cable continued upward, smashing into one of the overhead lights. Glass and plastic shards showered down on the pair and suddenly Cat had an idea.

Felicia rolled away and began to use the Cat Cable as a whip, shattering the remaining lights in the room. She knew that she could see in the dark better than a cat. Let's see if muscle woman can, she thought as she slipped into the shadows.

Defender stopped. She peered into the darkness and tuned in to all of her senses, like Electra had taught her. Suddenly she heard the sound of the cable being shot at her head. She moved slightly to avoid it only to be stunned by the Black Cat's foot smashing into the base of her neck. Lights exploded in her brain. She swung to meet the attack. Cat came up from underneath her to plant a powerful uppercut on her jaw that sent her reeling backwards.

Meanwhile, the spider teens were gathering up the downloaded material and preparing to find their partner. Suddenly, a Rhino dropped out of the sky. He had finally managed to dislodge himself from the ceiling and fell to the floor inches in front of the intrepid teens. He shook his head groggily and slowly got to his feet. No sooner had he turned around then he was smacked once more by the lovely new supergirl who sent him sailing unconscious across the room and straight at Doctor Octopus.

The good doctor had just managed to remove Spiderman's webbing from his face. Fortunately, he did it just in time to see a rhino's horn flying right for his crotch. Frantically, Otto Octavius pulled himself up just enough to avoid being impaled.

"Nice shot," Spiderman complimented his girlfriend, "but we've got to work on your control a little bit. You almost skewered ol' Doc Ock."

"I thought my control was pretty good," Mary Jane replied, hands on hips and surveying the scene. "I put him just where I wanted him to go. Kind of like throwing darts ... only easier."

Spiderman gulped, "Umm, remind me to never make you mad."

The pair continued making their way through the Kingpin's building. "Any idea where we're headed?" Spiderman asked his super powered girlfriend.

"I had a quick opportunity to study some of the plans for this building while they were flashing by on the screen," Mary Jane answered. "I'd say that we need to drop two levels and head to the east side."

"That is so cool, you were able to memorize the entire layout of this huge building as it flashed in front of you in a matter of microseconds?"

"Do honestly think I could do that? I didn't turn into a cyborg or something."

"Then ... how do you know where we're going?" asked the incredulous boy.

"That's where all the noise is coming from, duh!" Mary Jane couldn't resist a little put down. "And unless the International Wrestling Federation is holding try outs, I'll bet that's our little lab partner mixing it up with some baddies - maybe even the Kingpin. Let's go!"

Well, mixing it up would be a nice way of putting it. Getting her butt kicked was more like it. Defender had adjusted to the dark and was now scoring most of the points in this round. She was standing above the wounded and beaten girl, ready to strike what would probably be the last blow needed.

Cat hatched one last ditch plan. She shot her Cat's Cable toward Defender's face once more. The tall, seemingly inexhaustible woman easily caught it. "I have had enough of your bothersome cable," she muttered and wrapped it around her hand preparing to pull it out of the Black Cat's grasp

While holding onto the leather wrappings on the handle, Cat quickly smashed the metallic butt end of the handle into an electric socket next to her. "I was kind of hoping you would do that," Cat said as she nimbly leaped away. Immediately the electricity surged through the cable and overloaded Defender's gauntlet. Instead of the steady pulse of an electromagnetic field supplying power to her muscles, she was now hooked up to 110 volts.

Defender's body began to swell from the influx of so much raw power, as the chemicals in her system attempted to turn the energy into muscle and strength. Black Cat could only hope that her strategy would work and that her body would shut down from that much electricity. On the other hand, she might just suck up all that power and turn into another Hulk; in which case, this little kitty may have used up her ninth life.

It seemed, to Cat's dismay, that the second option was happening. Defender's muscles began growing at an astonishing rate, like they were being filled with air. Her chest and biceps tore through her bodysuit as inch upon powerful inch of muscle was forced on her. Her thighs exploded outward shredding her shorts, while her boots were split open from calves the size of cantaloupes. All of this growth was illuminated by the sparks flying about the room which gave it a strobe light effect. Every time a light flashed, the Defender was bigger than before. The Black Cat was really hating her plan about the time that the power finally went out.

In the darkness once more, Cat could clearly see the Defender standing in the middle of the room, the shreds of her costume fell from her gigantic physique. Her now naked body was totally tensed, muscles flexed to their maximum, shaking from the infusion of so much power. The massively muscled woman tried to turn to the demolished doorway, as if she were going to seek help. But before she could take a step, her knees gave out and she collapsed on the floor.

"See," the Black Cat smiled to herself, "I knew that would work. Never doubted for a second."

Just then, Spiderman and Spiderwoman found the room. Spiderman switched on his spider belt light. They were amazed at the destruction and even more amazed at the size of the woman laying on her back on the floor.

"Oh my god," Peter said, "she's huge!"

"You better be talking about her muscles, bugboy, or you're in serious trouble," Mary Jane shot back.

"The bigger they are," Cat said as she turned her attention to the safe, "the harder it is to knock 'em out. Listen kids, we've got to do things in the next few seconds. First, check on the girl. She just had a real shock to her system and she might need some special medical attention. And I've got to open this ... safe ..." Cat's nimble and sensitive fingers felt for the correct combination.

Spiderwoman checked on the fallen girl. "She's breathing but her heart is racing. She may be going into shock."

"We're not far away from the Baxter Building," Spiderman said. "Reed Richards would know what to do for her. Besides, I don't think she's going to fit into one of the beds at General Hospital."

"Damn!" Black Cat shouted. "Damn him! There's nothing in here! Kingpin's crossed me up again!"

"If you're looking for incriminating evidence, we downloaded all sorts of dates and places and names that the Kingpin left in his computers. This should be enough to send him away for the next five decades," Mary Jane said, patting the web encased discs attached to her hip.

"If not that, what were you hoping to find, Cat? A diamond? Stocks and Bonds? A little black book?" Peter was still not sure this whole thing had been on the up and up.

"No! Information. Clearing my father. I know Kingpin has it. From everything I've learned over the years, he always wanted to keep it close to him. He never let anyone else see it and he never trusted putting it on a computer. And ... he kept it in THIS safe!" In her anger, Cat punched her hand into the wall below the safe and felt it hit something hard.

"Wait a minute," Cat said as she punched several more holes in the wall. "There's something else here." She ripped apart the wall, exposing part of a larger safe that was integrated into the very structure of the building. The Black Cat began furiously pulling and tugging at the secret safe, but to no avail. It was going to take someone a lot stronger than she was to get this out.

"Maybe I can help here," Mary Jane said as she stepped up to the wall. Peter could have sworn he could hear Mary Jane's gigantic muscles flexing and stretching his costume even further. She thrust her arms deep into the wall on both sides of the safe and grasped it from behind. Spiderman and the Black Cat watched in amazement as their friend put everything she had into pulling the safe free. The massive supports screamed in protest as the super girl slowly overpowered mere metal.

[hatour]

Suddenly she stopped, "Wait a minute." She relaxed and stepped back, thinking about something. "As I recall from the building schematics, if I pull this out, the upper two floors will collapse on top of us."

"You mean you actually DID memorize those plans as they flashed by?" Spiderman was very confused.

"Yeah," Mary Jane said, lost in thought, "I just didn't want to make you feel too bad back there. My brain seems to be functioning on a much higher level now. Hey, there may be a much more simple way to retrieve the documents." She walked over to the safe and grabbed an edge in her mighty fingers. Slowly she dug her fingers into the thick sides of the safe and began to deform the metal. The muscles in her forearms were about to burst through the tight costume as they swelled with the effort. Finally, she was able to start folding the side of the safe back. When she had opened it far enough, the Black Cat stepped up and reached her arm into it.

"I'll get this," she said as she fished around for the documents, "You get the girl to the Baxter Building. I'll meet up with you there."

Mary Jane webbed the girl's arms to her sides and covered her naked torso as well, "This will keep her from thrashing about and afford her a little decency." Then she picked the mammoth girl up as if she weighed nothing, threw her over her shoulder, and leaped out of one of the broken windows into the night.

Spiderman stepped to the window. He saw the approaching NYPD cars. "Hurry Cat, you don't have much time."

"Go! I'll be alright!" After Peter was gone, trying to catch up with Mary Jane, Cat pulled out the documents she had been searching for. "I'm like a cat, Petey," she murmured to no one in particular as she reached back into the safe and pulled out the a huge diamond, "I always land on my feet!" She smiled as she stuffed everything into her fanny pack and then flew out of the room herself just as the cops were coming down the darkened hallway.

Later that night, Reed Richards, aka Fantastic Man, lead two of the young superheroes out of a special medical unit deep within the magnificent Baxter Building, home of the Fantastic Four. A look of deep concern was etched on his face. Of course, a look of deep concern was probably permanently etched on his face. That was just the way the guy was. On the other hand, if you had saved the world's keister as many times as this guy had, you'd probably look the same way!

"She seems to be doing fine now," Richards explained, as he escorted Spiderman and the Black Cat away from the area. "The muscular hypertrophy has diminished considerably, and her pulse and vital signs are normal. I would love to know how they did this to a normal woman. It's nothing short of phenomenal. I can't imagine what kind of a psychological mess she will be when she wakes up, though. That's why I put in a call to my friend, Dr. Leonard Samson. If anyone can get through those psychic labyrinths they created, I'm sure he can."

"So, she's going to be okay?" Felicia asked. Even though the Defender was trying to kill her just a few hours ago. Felicia realized that she was just another of Kingpin's pawns, like she herself had been.

"Yes, my dear," Richards reassured her, "she should be fine in a couple of days, although I would guess that a good deal of the muscle and strength that she acquired tonight will stay with her. But if Doc Samson is successful in de-programming her, she might be able to lead a normal life again, or whatever passes for normal in this city."

"Hey Reed, any idea where Ma ... I mean 'Spiderwoman' is?" Spiderman asked, "I haven't seen her for the last couple of hours."

"We're almost there," Reed replied. "Mary Jane has been helping Susan in the biolab. They're working on isolating the virus that caused her and Cat's tremendous growth spurt. Viruses are Sue's area of expertise, not mine."

"Hey, wait a minute. How did you know her name?"

"Well. She told me," Reed said, as if it was the most logical thing for her to do.

The trio walked on in silence for a few seconds. Then Reed spoke again, "I've never pried into your personal life, Spiderman. I have always assumed that if you want your identity to remain a secret, that's your prerogative. And I would never divulge that sort of information if I did know it. I suppose that your young friend felt that she could trust me."

Spiderman mulled Richard's words over in his mind. He stopped walking and the others stopped with him. Then he slowly took off his mask and extended his hand to the older man. "I guess it is kind of stuffy in here with this mask on. Dr. Richards, my name is Peter Parker. I'm please to meet you."

"Peter," Reed shook his hand firmly, "please to meet you at last. I think I've heard of you. I've seen some of your entries on a science blog, haven't I ?"

"Uh ... yeah, I posted a couple of times on the UberGeek blog. Just playing around with some molecular adhesion stuff ..."

"Yes, I can see how you might have a particular interest in that sort of ..."

"Oh please!" the Black Cat interjected. "Can we cut the chit chat? The Kingpin told me that he had no antidote for this virus that he gave me and that I gave to Mary Jane and if I don't have very much time to live before this bug eats my insides and kills me, I don't need to listen to this crap!"

"Hey hotshot," Mary Jane said as she poked her head out of the lab and handed Felicia a beaker with a brown colored liquid, "drink this. And cool your jets. Sue is awesome and I think we've got a solution to our problem."

Felicia sniffed the liquid, "What is it? Will it kill me quickly so I don't have to put up with the science geeks any more?"

"Drink it, or I'll hold your nose and force it down your mouth. And you know I could do that."

"And you'd probably enjoy it, too," Felicia said, eying the beaker. "On the other hand, I might enjoy that, too."

"Drink!"

"One pill makes you larger," Cat mumbled to herself, "and one pill makes you small ... well, better living through modern chemistry, that's what I say!" With that, the Black Cat swallowed the potion.

Felicia made a face as she tasted the liquid. "Wwwwow! That's really, really sweet! I feel like I put a dozen pixie-stix in my mouth all at once [if you are unfamiliar with pixie-stix, you've led a deprived childhood - look it up on Wikipedia]. What is it?"

"Basically," Sue Richards stepped out of the lab to give the answer, "it's Braappp Cola."

"Braappp? Like in 'Twice the caffeine and three times the sugar'?" Peter asked.

"That's right," Mary Jane smiled as she spoke. "With a little bit of antivirus thrown in. Turns out the sugar and caffeine act as a catalyst. Makes the antivirus work in minutes instead of hours."

Sue pulled Mr. Fantastic aside and whispered to him, "This girl is amazing, Reed. I could actually watch her understanding of biochemistry grow in the last few hours. She's probably now functioning at a college graduate level. And her insights and intuitions are astounding."

"Hmmm ... I see. It seems this young lady bears watching."

Later that morning, in a simple row house in Queens, Mary Jane rolled over sleepily and smiled. "Then he took me to some special testing room they've got there in the Baxter building because he want to see how strong I had become."

"Yeah?" came a sleepy reply, "How strong are you, anyway?"

"Guess!"

"Strong as a ... gorilla."

"Nope. Stronger."

"Well you're the 'gorilla' of my dreams," Peter said as he wrapped his arm around her waist and pulled her closer. He planted a light kiss on her lips.

"C'mon Pete, guess."

"I'm no good at guessing games when I've been up all night beating up bad guys."

"Okay I'll tell you. He said that I'm the strongest person he's had in there. I guess that doesn't include the Hulk because well, he's never been in there. And I guess that wouldn't include Thor or Hercules because they're like gods or something."

"Wait ... wait," Peter was just about asleep when Mary Jane had started talking again, "how does he do that kind of stuff? I mean how can you rate someone's strength level?"

"Well, I was on this big machine and he lowered this big piston and I pushed up on it," Mary Jane replied.

"So how much did the machine say you could lift?"

"Almost 300 tons! How about that, huh? Dr. Richards said the Thing could only lift about 80 tons!"

"Okay, that settles it. You're not only smarter and stronger than me, you're also a whole lot 'more cuter' than me, too. Now can we get some sleep?"

Peter felt two large, firm breasts push into his back. A delicate but strong hand reached around his chest and pulled him slightly away from his gorgeous redhead girlfriend. "And what about me?"

"Yes, Felicia," Peter sighed (was it out of sleep deprivation or because of his current position in the bed?), "you're definitely stronger and cuter than me."

"And a better fighter?"

"Oh now, don't press your luck little kitty cat."

"Okay, how about we press a little spiderboy," Felicia playfully replied as she grabbed hold of Mary Jane's arms and the two girls began to squeeze Peter between them.

"Girls ... girls," Peter was not really protesting, but he had to at least make it look like he wasn't loving every bit of the attention they were giving him, "take it easy on my poor skinny body. Besides, if you squashed me to death - and I have to admit if it's time to go, it would definitely be the way I would chose to go - but what about all of my fans? What would they do without their local, friendly, neighborhood Spiderman?"

"Oh, please!" Mary Jane giggled, "Felicia, I think his head is way too big. That's what needs to be squeezed!"

Some days, my life sucks, Peter thought to himself as he felt the pleasant pressure of four large breasts surrounding his face, and some days I wouldn't trade it for anything in the world.

The End

[onlymysoul]

Author's Note: Man I love Jessica.  I could stare at her all day!  I'm a huge Joss Whedon fan (and a Browncoat!) and love how his series involve strong female characters.  Who could be stronger than She-Hulk, and who better to play her that a bulked-up Jessica Biel?  No one, that's who!   So I wrote this little bit.  Enjoy!

Jessica Biel as She-Hulk
by onlymysoul
___________________________

E! Entertainment Muscle

"Justin Timberlake is worried that Jessica Biel is heading for a burn-out due to her exhausting diet and fitness regime.  Justin fears that if Jessica does not slow down, she will wear herself out, and he has advised her to take a chill pill.  Jessica loves to work out and so does Justin, but lately it seems like that's all she does.  Justin is trying to get through to her that she can afford to take some time out once in a while and have a burger, some beers and a day doing nothing."

That was Summer, 2008, and was the last straw for Jessica and Justin's turbulent relationship.  Immediately following their breakup, Jessica signed on to Joss Whedon's "She-Hulk" picture, a two-year endeavor marking the most dramatic challenge -- and changes -- for the 26 year old star.

During an interview in early September, her last before moving to the She-Hulk set in Mexico for two years, she explained her motivation for taking on this role:

"I've always loved pumping iron and being really fit, and playing She-Hulk has always been a fantasy of mine."
"I intend to not only act the part, but look the part."
"As soon as I get to Mexico, we begin the three months of filming for the Jennifer Susan Walters scenes, followed by a year off to build up my body to a real-life She-Hulk, then we resume filming."

Asked how she intended to build her 120lb body to the proportions of She-Hulk in a single year, Jessica explained, "I'm going to pump so much iron it would make your head spin.  I'm going to do anything and everything I can to bulk up my body as quickly and as massive as possible."

Director Joss Whedon stressed that although Jessica's She-Hulk would not be CGI-enhanced, her "hulking out" sequences would be comprised of morphed digital images of Jessica as she transforms her physique.  "Sort of like real-time time-lapse photography," Whedon explained.  "They didn't have this technology back when Lou Ferrigno was The Hulk, so he was as big as that character could ever become.  Jessica, however, has far surpassed Lou even at his biggest.  It'll be difficult for fans who watch this film to believe Jessica's She-Hulk isn't CGI."

Indeed, over the past year Jessica has muscled up to nearly 500lbs.

Not shying away from her methods, she freely admits that her muscle growth has been chemically assisted.

"I'm a total steroid junkie," she laughs.  "I used to shop for shoes, now I love shopping for juice!  There are so many exotic blends out there, I'm determined to try them all."

Her favorite steroid?  "A special blend that I had commissioned," she winks.  "It's a combination of the most hardcore steroids ever made, with some catalysts that increase their potency by a factor of ten."  She admits to injecting that custom mega-steroid at least three times a day.

"It's incredible, the feeling of raw power that courses through me every day.  I love being so heavily juiced-up all the time."


She-Hulk is being filmed and produced in Central- and South-America, where steroids are completely legal.


Her daily routine consists of grueling iron-pumping workouts at 9AM, 1PM, 5PM and 9PM, each one lasting two hours or more, twelve huge high-protein meals, and of course, multiple steroid injections.  "My body is in muscle-building mode 24 hours a day," she explains.  "Everything I do is centered around building my body bigger."

The results of her hardcore bodybuilding are nothing short of astounding.  In just nine months, Jessica has muscled up from a fit and toned 125lbs to a massively musclebound 475lbs.

"My body took to steroids like a fish to water," she explains.  "I started off with a pretty hardcore six-week cycle, and my body just exploded."  Jessica quickly packed 40lbs of muscle onto her body in those six weeks.  "I was stunned, shocked... turned on... and I wanted more.  So for my next cycle I took ten times the amount of steroids."

Her rate of muscle growth increased exponentially.  "I was packing on a pound or two of solid muscle a DAY," she says.  "I couldn't get enough of watching my muscles grow bigger right before my eyes.  I can't count how many gym outfits I literally hulked out of during my workouts!  My muscles would get so pumped, and grow so big, I'd flex right through them.  I usually orgasmed when that happened too."

She says that the best results she's gotten have been from injecting steroids directly into her muscles before she works them.  "And a lot of the time, in-between sets, too.  Like, I'll be leg pressing a few tons and on a set that I can only muscle up a couple reps, I'll stop, inject myself with a full vial into each quad, then BAM, I not only finish the set with ease, but I feel so much stronger that I can increase the weight by another few hundred pounds."

Her muscles are simply gigantic.  Her bull neck is flanked by two thick traps that reach her ears.  Her four foot-wide shoulders are capped with bowling ball-sized deltoid muscle.  Her biceps and triceps are as big as a pair of basketballs, her massive pecs so huge they touch her chin, over a foot and a half thick.  Her relatively tiny 26" waist is plated with a ten-pack of enormous abs.  Her back is so wide and thick, she has trouble getting through doorways.  Her thighs are over 70 inches around.

Her favorite muscle?  "My biceps... mmm, I looooove my biceps," she says, flexing her 42-inch right bicep and giving it a slow, sensuous lick with her tongue.  "These babies are what turn me on the most, I train them so incredibly hard."  She fully intends for them to be over 45 inches at the end of her year of bulking.  "I have one more 12-week cycle to go, and it's going to be my most hardcore yet.  I plan on literally living in the gym, spending every waking moment lifting weights, eating protein, and injecting steroids."

"I never dreamed I could be so huge.  I love all this muscle mass.

"I love being so strong too, being able to lift these enormous weights.  I got pretty damn strong during my Blade: Trinity days, I was benching 175 for reps.  Now, though, I can bench ten times that.  Easily."

"My goal isn't to be the strongest woman, or the strongest human, but it's definitely been one of the nicer side-effects."

Although she hasn't had any of her lifts recorded for posterity, Jessica has no doubt that she's the strongest person on the planet.  "With all this muscle mass I've packed on, how could I not be?"

The 5'8" Jessica, now sporting long curly dyed-black hair, is facially as beautiful as ever -- perhaps even moreso.  The rest of her, however, is open to interpretation.

What does she think her fans will think of the new Jessica?  "Well I'm sure most are going to be totally shocked, many will be disgusted, won't believe it's really me, and so on.  I'm okay with that, though, you know?  Because I did this for me, not my fans.  I mean, I would hope they'd like what I've become, but if they don't... I can live with it.  I can live with me."

[onlymysoul]

Wow! You just came out of nowhere and posted stories, each of which are as incredible to read as the last one! Between this one and Jessica Alba, you sure have increased my love of starlets named Jessica! I have skimmed through the rest of your stories and there was something to enjoy in just about every one. If you have more, then I hope you post them! I'll be enjoying myself a lot this weekend, I tell you what! another k+ coming your way.

Thank you very much, I appreciate the kind words.   I do love the Jessicas, for sure!  That's all I have that isn't (perpetually) in-progress or not worth posting.  Still plenty of hot celebrity babes out there worthy of muscle growth stories, though: Eliza Dushku for instance!  So who knows, I may find some inspiration soon.  Thanks again, glad you're enjoying them!

Need some pics to go with that great description K for the story

only if this was REALLY true

I just hope those steroids don't cause any negative side-effects.

i do!

[Gertos]

FOREWARD: This story will take place in one of the rapidly-multiplying Disney-owned universes: Marvel's Spiderman (though Sony owns the movie rights so I suppose I skewered that joke from the get go. Oh well). If you're wondering what happened to the Lisa Simpson story, the truth is I got a bit bored of it and confused where to go. What happens when a college freshman to be suddenly turns into the Incredible Hulk? Most likely, men in black suits, government inquiries, and lots of red tape, which well apart from being decidedly unsexy would've required more of an actual thinking process than I was willing to invest in my weird off-time kink writing. This is going to be based on the Venom arc, but I'm going to say this now just to simplify things: Eddie Brock doesn't exist in this version. A number of other things will probably also be inconsistent with carefully considered Marvel lore because A) I grew up watching the cartoon and movies, not reading the comics and B) I don't particularly care. Wow, that made me sound like an asshole. But hopefully you get my drift. Point is, in a comic book world I can ignore some conventions of reality that are bizarrely more insistent in Evergreen Terrace. Also, sexy muscle-makin' alien space suit!

With, uh, teeth.  Just as a heads up, if you find goopey, fangy, monstrous-y stuff to be not super cool ... this might not be for you. I do find those things super cool, and will include them with all the zeal I can muster. Also the opening is intentionally expository and hand-wavey because as much as establishing MJ's mental state in this matters to me, doing so particularly well is ... less important.

On to the show....

TWISTED SHADOW
by Gertos
Mary Jane is VENOM!
_________________________

The picture headlining the Daily Bugle was one of Peter's best yet: Spiderman standing atop a rooftop, almost quiescent, staring at the moon. The headline was emblazoned: BLACK SUIT NO MORE! And indeed, Spiderman was again wearing his classic red-and-blue costume. MJ had no idea how Peter had gotten the shot, but she'd long-since assumed that Peter was at least a confidant of Spiderman's. She didn't buy the paper, but she thought she'd mention it to Peter. He'd been distant lately, but yesterday in class he'd almost seemed to be back to his usual self. She'd turned Peter down once before, but that had been a mistake—in the past year, he'd grown half a foot, put on considerable muscle tone, and seemed a lot less clumsy than he had been when they'd both just been kids. She'd talk to him after class today. If he was still in such good spirits, well, maybe they might be able to finally have that date....

She sat at the opposite end of the classroom from Peter in their chemistry class, but she knew she could catch him after class. He was always happy to see her, to talk ... though in chemistry class he spent most of his time talking to Gwen Stacey. That was fine, she was a bit of a nerd too. But Peter had nursed a crush on MJ for years, she knew he had, and that hadn't changed, not with the way he looked at her.

After class, MJ grabbed her bag and immediately got out of her seat to walk over to Peter, but as she did, she saw Gwen lean in to whisper something into Peter's ear. That was surprising, but nothing serious. Then she gave him a little peck on the cheek. Peter smiled, and MJ's stomach clenched, but that was nothing, just niceness between friends, just—

Then she kissed him on the lips, quickly at first, and Peter smiled, and kissed her back. Fully. So much that somewhere in the back of the class someone wolf-whistled, and the two of them broke apart sheepishly and quickly shuffled into the hallway.

MJ's bag clattered to the floor.

ABRUPT SCENE BREAK USED TO MASK A COMPLETE DISINTEREST IN MEANINGFUL CHARACTER DEVELOPMENT AND/OR INTERACTION

MJ went to the church to pray. That was what her mother had done, before she'd died. Her father didn't believe in God, and MJ wasn't sure if she did—but she wanted to. The church was empty at this hour, but still open. She knelt at the front of the pew, clasped her hands, and closed her eyes.

"God ... if you're there," MJ thought, "Please. The only thing I want is Peter. Make him hate Gwen. Make her get sick, something. Anything. Please." She immediately felt sick, praying for such a terrible thing. But she couldn't stop thinking it, about how badly she wished she could just rip Gwen away from Peter, tell her that Peter was MJ's, that he always would be. She thought she heard a dripping sound, and looked up—that was strange, she couldn't see any source of dropping water. She went back to her prayers, and found no comfort in them. After a while, she turned around and walked home, her mascara smudged by the few tears that had escaped her eyes. For a moment it seemed that her foot was stuck to the ground, and she wrenched it free.

"Perfect," MJ thought. "Gum on my shoe."

It wasn't gum.

I HAVE BEGUN TO FIND USING CAPS LOCK NONSENSE AS SCENE BREAKS TO BE AMUSING

As MJ slept that night, her dreams were dominated by images of Gwen Stacey and Peter Parker ... no, her nightmares. She saw them kissing, standing atop a giant building, while she grasped from the ground. Peter leapt from the high skyscraper with Gwen in his arms, and suddenly he was wearing Spiderman's costume, swinging heroically from building to building, while MJ ran to catch up, sweat soaking her skin, her breath coming in gasps. She slipped, and fell into an open sewer grate.

It was dark and wet, though it didn't smell. Rather than the sewer that existed, it felt more like the sewer you'd see on a cartoon starring mutant ninjas. There shouldn't have been light, but there was just enough to see the water of the sewer ... it was black, pure black, like oil, and she felt herself irresistibly drawn toward it. She reached out to touch it, and then a pair of massive, feral eyes broke the water like gashes, and a mouth opened, and she fell into the creature as it swallowed her whole....

MJ practically jumped awake to the sound of her alarm clock. She reached out with a groggy hand to shut it off and got out of her bed, slowly. She made her way to her shower in the little bathroom connecting her room and had already taken care of her morning routine—somehow finding the will to apply makeup though she felt no desire to do so—before she'd given a thought to her clothes. But when she returned to her room, she saw an outfit already laid on the bed. She couldn't remember putting it there, could barely even remember buying these clothes ... but she felt herself drawn to it. Besides, she had to pull it on, or she'd be late.

The clothing was so black that it threatened to be gothic, though she supposed she felt in a dark mood. A white, frayed shirt, a black leather jacket, black skirt that was just north of the knees, and frayed fishnet stockings. The thought that this outfit might be slightly risqué registered in her consciousness, but she dismissed it. She felt like being rebellious today. As a matter of fact, the more she thought about it, the more she felt that she didn't want to go to school at all. The more she entertained the idea, the more she liked it. She skipped down the stairs—going fast to avoid her dad, drunk as usual—and ran out the front door, breathing in the late spring air. She felt revitalized, suddenly, like she could do anything. Gwen Stacey. As if. Peter would get over that loser soon enough, when a total babe like MJ was on the map.

Yeah.

MJ found herself walking downtown without a real destination in mind, her hands in her pockets, her strut somehow more confident. She was wearing combat boots, though she couldn't seem to remember pulling them on. They added about a half-inch to her height, and somehow she felt stronger. Fuller. More confident. She walked with a definite sway in her hips and a coy grin on her face. She couldn't see her own lips—obviously—but if she had she would've seen that instead of the red she'd applied that morning, her lipstick was black, oddly exactly the same shade of deep blue-ish black that all her clothes seemed to be. She felt like going to a club, but no clubs were active so early in the morning. There would be bars, though. She was only eighteen, but that didn't seem like a big obstacle to her now. She just felt the confidence that she could get whatever she asked for. Everything about her just felt better. As she walked, she glanced down at her chest, admiring her own physique, and did a brief mental double take: there was a black spider-web pattern on her white shirt which she could've sworn hadn't been there before. But maybe it had and she hadn't noticed, there was plenty of spider-themed clothing in New York nowadays....

She found a seedy, old-fashioned bar carved into the side of a building complex and went inside, confidently taking a seat at the bar and asking for a Guinness. She said it with such confident swagger, arranged her lips in such a sly, lopsided smirk that the bartender, an attractive young Asian girl, didn't even stop to ask her age. She passed MJ her beer and left her to it, moving down the bar to tend to the only other patrons at a bar at eleven in the morning. They were a couple of old guys in stained wife beaters. Reminded her of her dad. As MJ sipped her beer—which in retrospect was an acquired taste that she hadn't entirely acquired—and watched the sports recap on TV, she couldn't help but hear the conversation between the three.

"What's a pretty young girl like you doin' working in a place like this?" One of them asked, his voice best described as the sort of grunt you'd expect to come out of a troll in a bad fantasy movie.

"Yeah, you ain't bad to look at, honey," The other guy said. MJ expected the girl was used to this sort of thing, but a quick glance over confirmed that she was not, in fact, used to it at all: she was plainly uncomfortable, awkwardly trying to ask the men if they wanted anything else to drink.

"'Nother pint there sweetheart," the troll grunted, and then he reached straight across the bar and grabbed the woman's breast. She yelped, and MJ got out of her seat so abruptly that the two men turned at the sound of her chair clattering to the floor. "What're you looking at?" The smug, brutish way he said it, the way his dumb fat lips curled into a sneer, the sagging protrusion of his ample beer gut suddenly sent a furious rage through MJ, building to such an intensity that she couldn't contain it. Her hands were clenched into fists and her jaw was clenched shut with trembling fury.

"A dumb fuck who's about to regret every day of his miserable stinking life," she growled, her voice suddenly harsher, raspier. She felt something in the back of her throat and swallowed, her head shuddering as she did so.

"Oh yeah. What's a little chickie like you gonna do, huh? You know kuuuuuung fooooooo?" The man drew out the last word in such an obnoxious manner that MJ found herself wanting to hit him even worse. She ran her tongue over her teeth, for some reason, and recoiled when she felt something sharp. But she was already moving towards the man, and suddenly her fist connected with his jaw, knocking him flat on his ass. Blood sprayed from his mouth and he spat out a tooth, staring up in MJ in shock. "What the fu--?" MJ stomped down on his face and drove him into the ground, growling with savage fury. Before the troll's partner could even react she grabbed him by his collar and lifted him by his throat, glaring into his eyes. Then she threw him against the side of the bar and he tumbled to the ground, moaning silently.

MJ's breath was coming in deep, gasping heaves, and when she turned to the girl at the bar, far from gratitude, she saw awestruck horror in the girl's face.

"What's YOUR problem?!" MJ snarled, her voice now definitely gravelly and shrill. The girl shrieked and hid beneath the counter, giving MJ unrestricted access to the mirror behind the girl. She still looked like her—but her lipstick was black, and her shoulders seemed broader, and her teeth were bared. She stared at herself. Her teeth were pointed, and yellow, like fangs. She shut her mouth and covered it with her hands, where she saw her fingernails had extended into yellow claws an inch long. She suppressed a scream and ran from the bar as fast as she could, into the street and into a back alley. Once she had time to calm down, she removed her teeth from her mouth and looked at her hands. Her fingernails were back to normal. She stuck a finger in her mouth and probed around, and found nothing.

It's okay, she thought. It was just a hallucination. Nothing real. You just got mad at those perverts, that's all.

YES, another voice thought, WE DID.

NEXT TIME: MJ hears voices in her head (They counsel her, they understand; they talk to her. They talk to heeeeeeeeeeeeeeeeeeeeer).

[Gertos]

Nice beginning to your story. I wished it was more Venom of the 90's animated series instead of the movie, but, you're the author, Gertos. On with the story, true believers.

NEXT TIME: MJ hears voices in her head (They counsel her, they understand; they talk to her. They talk to heeeeeeeeeeeeeeeeeeeeer).

Ahhh, dammit. 

I watched the '90s series growing up, so the references will probably be to that and to the films, a little. I liked the whole "Please kill Peter" scene when Eddie got the suit in the movies, so I kept a reference to that in (does that happen in the cartoon? I can't remember, it's been ages). But moving forward, it moves into a more comic-y/original realm, like how in the cartoon when Eddie put on the suit he grew about four sizes too big. That's definitely gonna be in here as an excuse to laboriously describe incremental muscle growth.

If it's any consolation, the MJ in my head is much closer to the cartoon version, rather than the movie one. Kirsten Dunst is a fine actor and all, but to quote my seventh grade science teacher on the subject, she's just not quite the babe that MJ should be.

[Gertos]

Trying to keep these (relatively) short so that I can keep the updates coming with relative frequency.  Anyway, on with the show.
___________________________________

MJ returned home in a rush, to find her father wasn't there. That was just as well, since she was supposed to be in school. She had just about convinced herself that she had imagined the teeth, and the claws, and the voice in her head, when she was distracted by a fierce gurgling in her stomach. She was starving. She went to the fridge and found some leftover pasta and shovelled it into her mouth without even using a spoon, wolfing it down with barely a second thought.  She ate her way through an entire casserole dish of pasta in less than a minute, and threw it into the sink before looking for something else. Suddenly she felt a distinct craving for meat; there were some porkchops she'd cooked two days ago for supper. She didn't normally like that kind of thing, but her father insisted. Now she found she was grateful. There were still two saran-wrapped porkchops on a plate in the fridge, and she grabbed both of them and a jug of milk and slammed the fridge shut.

With single-minded intensity she made her way up to her room and locked the door shut as she shoved the chops in her mouth, slicing through the old, tough meat with barely a second thought. By the time she'd eaten two of them, the thought THIRSTY blazed through her brain, making her grateful for the milk. She pressed it to her lips and guzzled the entire thing down, ignoring the few drops that trickled down her chin and onto her shirt. She drank so long that quickly the nearly-full milk carton was empty, and she threw it into the trash can in one corner of her room.

This has been a weird day, MJ thought.  No sooner had the thought registered than she began to feel very tired, and lethargic. She sat on the edge of her bed and held her head in her hands. What is happening to me? She wondered. Her bed sheets calling to her, she laid back on her side and fell asleep, sweat breaking out on her skin....

THIS IS ACTUALLY QUITE POST-MODERN, IF YOU THINK ABOUT IT.

In her dreams, MJ soared above the city, pulling herself along by spider webs, swinging like Tarzan in the aluminum jungle. She wasn't just a slender girl who could be generously described as "athletic," but a superhuman being made of muscles that belonged on a statue. Her grin was wide and her eyes were open. She felt so free.

WE ARE FREE. The voice in her head was natural, soothing, now ... like a friend who lived on her skin. In her skin. She looked down and saw her body was covered in a slick, black suit, clinging to every inch of her body. In her dream that seemed perfectly natural. She was beautiful, powerful. Why not have a beautiful, powerful suit?

She found herself standing on the rooftop where Peter had taken the picture of Spiderman in his old red-and-blue suit.

HE WAS OURS, ONCE, the voice thought. Yes, MJ agreed: she knew what that felt like.

Slowly, Spiderman pulled off his mask and turned around. MJ gasped in shock: it was Peter. Gwen Stacey appeared in his arms and he kissed her deeply, turning away from MJ.

"Wait, stop!" MJ cried, outstretching a hand. Claws burst from her nails and now she screamed, with the voice of a monster: "STOP!"

She bolted awake in a panic, her clothes stuck to her skin with sweat, breathing in ragged gasps. She looked outside through her window: it was the pitch black of night.

Just a dream, she told herself. Just a dream. She didn't feel tired anymore, though. Quite to the contrary, she felt fantastic, despite the sweat glistening on her skin. She was still wearing the jacket she'd worn earlier today, so she shrugged it off. In the process, she caught a glimpse of her arms and shoulders and gasped in surprise. Her shoulders were big and round and striated slightly, with a faint vein crossing over the cap of her shoulder. Her arms were twice as thick as they had been this morning, like a physique competitor's, and the vein that came from her shoulder snaked down the center of her impressive arms. When irresistibly, she raised her left arm and flexed, her muscles peaking rapidly to an evenly split bicep the size of her fist. She bit her lip and grinned, ignoring the fact that she had no way to account for this sudden change. Excitedly, she leapt off of her bed and ran to the full length mirror in her bathroom, a smile stretching across her face.

Wearing her tank top and the skirt, the only parts of her body that were visible were her arms and her legs. She raised both her arms into a double flex and smirked, thinking.

Welcome to the gun show. But she didn't just have guns. Her thighs were thick and lean, the muscles forming a faint teardrop outline above her knee, and her calves were lean and toned. Excitedly, she pulled off the skirt to get a better look and licked her teeth with pleasure, flexing her legs and huffing when she saw the muscles go stiff, their definition sharp against her pale skin.

Lastly, she slipped her hand underneath her torn, white shirt and pulled it up, gasping at the landscape beneath. Her tummy, once slender, fit, well-toned, was now sharply divided by a bristling eight-pack, slick with sweat from when she'd slept. She reached out with one hand and slid her fingers across her skin, watching her skin pull over the muscles, feeling all the new grooves of her body.  Her fingers trickled up along her side and she felt defined obliques, the kind that only bodybuilders with almost no bodyfat could have. She titled her head back and moaned, then pulled the shirt off altogether, and leaned forward, shoving her boobs together and flexing her chest—

And then she fell to the floor, her limbs suddenly weak, the strength drained out of them. She scraped on the floor in a panic, found her shirt, and pulled it back on. Her fingers scrambled for the skirt, and the jacket, but despite having thrown them both towards her bed, the items of clothing leapt into her hands as she pulled them on. Once they were on she immediately felt better, though she backpedalled away from the mirror and towards her bed, eyes wide in shock.

Why would you separate us?

You're not real, you're just a voice—

i]I? You? There is no such thing! We are ONE now! Can't you feel it? Can't you feel us inside you?[/i]

Slowly, MJ raised her hand in front of her face and clenched her fingers into a fist, watching the tendons in her forearms strain against her skin. Her mouth fell open as she began to realize what was happening.

You?

The suit. SPIDERMAN'S SUIT. Peter's suit.

What, no, that's ridiculous! MJ protested, but her protests sounded feeble, even to her. She hugged her hands to her sides and felt the fabric of her shirt, realizing that it didn't really feel like fabric—it felt almost wet, and sticky. She'd started crying thinking about Peter.

YOU SAW. YOU SAW IN THE DREAM. YOU BELIEVED THEN. WE KNOW HIM. WE KNOW PETER PARKER. HE IS SPIDERMAN, AND HE THREW US AWAY.

Yes, MJ agreed morosely. He did. It didn't take much convincing that Peter was Spiderman—honestly, she felt stupid for having never guessed it before. How else was he able to get such good photos? What, had he somehow struck up a friendship with the most wanted and admired man in all of New York without anyone noticing? And Peter's rude behaviour had almost perfectly matched the time when Spiderman had been using his black suit.

HE THOUGHT GWEN STACEY WAS MORE IMPORTANT THAN ME. MOREIMPORTANT THAN YOU. MJ cradled her head in her hands and tried not to cry.

Please stop. Please.

NO. YOU CAN HEAR US. YOU MUST HEAR US!

MJ felt an intense pressure building in her chest and behind her eyes, and she grabbed the front of her shirt. It started to feel hard to breathe, and she looked down at her shirt to see the web pattern reforming to have a spider in the center, a black widow hanging in the web. For some reason, she smiled.

YOU WILL NOT ABANDON US. YOU UNDERSTAND OUR POWER. YOU NEED OUR POWER.

MJ got to her feet and clenched her fists, raising her hands. There was a cracking, gurgling sound as her teeth stretched in her mouth, turning into yellow fangs. She watched as her fingernails extended into claws and licked her lips, her tongue stretching farther out of her mouth than before.

We can't go outside like this, MJ thought. The suit didn't understand these sorts of things, she could tell. Her teeth and fangs retracted. Not where people can see, at least. She walked to her mirror in the bathroom and felt her suit changing. The jacket slid off of her shoulders and spread onto her arms as a series of tattoos, not depicting any images, but flowing with the contours of her muscles. She rolled her arms and wrists and watched her mucsles bulge and ripple beneath her skin, watched the tattoos dancing along her arms.

But when the time is right, MJ thought, her mouth widening into a sheer, manic grin. Her teeth exploded into fangs and the claws returned, and she felt slick black oil creeping its way up her neck.

THEN WE STRIKE.
______________________________________

I'm enjoying the story. Yes, Eddie Brock did grow bigger (for some weird reason) when he first bonded with the suit in the cartoon, so, good on you for the muscle growth. But, he also lifted weights in the next episode of the cartoon.

Which is precisely what's going to happen in the next chapter

If it wasn't for that stupid 1 hour limit...

So K+++++

I absolutely love your cheeky ass story breaks...

I just discovered this little gem and thought it could go a long way. I know it is quite old but I just wanted to bring this back up and see if Gertos is still around and to see if he would be considering re-lighting this fire and keeping it going...

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[Gertos]

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These posts are being used or will be used to mark dates--since dates aren't visible during some operations--when conducting Moderator edits and merges, as well as inserting notices and bulletins.  If you wish to discuss this process further, PM me.  ~Mod E15R91F