A/N: Gwen's role in this chapter is bigger than Peter's.

Please read and review?


In the city, Ghost Spider was swinging by a few buildings, before she landed on the side of a building and looked down at the ground below her.

"Well, things seem quiet." she thought, seeing nothing unusual. "If there is trouble, I hope it's not a supervillain tonight."

She jumped off the wall, shot a web line from her left hand, and began swinging away. She still couldn't believe Peter had trusted her to patrol by herself tonight, as he had gone home from school by the school bus to help Mary Jane with her problem,like he promised.

"I wonder what she wants to ask him?" she wondered, as she turned left through the city.


At the Watson house, Mary Jane was sitting on her bed in her bedroom, as Peter came in, having just come back from the bathroom.

"So, what did you want, MJ?" Peter asked, as he sat down beside her.

"Peter, I... Well, you see, my modelling coach doesn't think I'm good enough." Mary Jane sighed, picking up a file. "Here, take a look."

Peter opened the file, then pulled out dozens of pictures of Mary Jane, then began going through them, seeing some had her in Bikinis, underwear types, and other sexy outfits - including one where she was dressed like a cheerleader.


Back in the city, Ghost Spider was sitting on a rooftop while eating a Hot Dog. As she looked around the city, she saw everything was quiet, when she heard a woman scream.

"Huh?" she muttered, looking around.

She got up, then finished her Hot Dog off, when she saw a man holding a woman at gunpoint in an alley across the street.

"Not in this city, Mr.." Ghost Spider frowned.

She jumped off the building, gilded down for a minute, then swung towards the alley.

In the alley, the man threw the woman to the ground, then saddled on top of her, holding his pistol at her face.

"Hand over your purse!" he demanded.

The woman looked terrified and started to cry, when a web hit the pistol.

"Huh?" the thug gasped, as it got pulled out of his hand.

He looked up, just as Ghost Spider swung towards him and kicked him with both feet, sending him flying away.

"AHHH!" he yelled, before hitting a dumpster. "Ugh!"

Ghost Spider landed on the ground, then webbed the thug to the dumpster, before turning to the woman.

"You okay, ma'am?" she asked.

"Yes... Thank you." the woman said.

"Better phone the Cops on him." Ghost Spider suggested.

The woman nodded, then brought out her phone and began to call, just as Ghost Spider jumped up and began swinging away.


In the Watson House, Peter looked at the last picture of Mary Jane, then put it down onto the pile made up of the others.

"What they're saying is ridiculous." he said, turning to her. "You're pretty good looking in these."

"I know. But he doesn't think so." Mary Jane sighed.

"Well, then he's lying." Peter assured. "I'm sure Harry would agree."

"I know, but...I don't know what I'm gonna do." Mary Jane sighed.

"Well, if modelling doesn't work, why don't you try acting." Peter suggested. "I mean, you are good looking for it."

"I don't know. Maybe I should just find another modelling coach and see what he thinks." Mary Jane sighed.

"Yeah, you should." Peter agreed. "Since the one your with now seems like a total idiot."

"Okay. I'll find another modelling coach over the Holidays, and if that doesn't work, I'll give acting a shot." Mary Jane said. "Who knows, maybe I could end up doing both."

Peter smiled at her. "Well, is there anything else you want of me?" he asked.

"Well...if you have your camera with you, then yes actually." Mary Jane smiled. "Do you?"

"Yeah, why?" Peter asked, confused.

"Well, go and get it, and I'll explain then you get back." Mary Jane

Peter looked confused some more, but then he got up and walked out of the bedroom, closing the door behind him, as Mary Jane closed the curtains.


Back in the city, Ghost Spider was now sitting perched on a small rooftop, thinking about Peter.

"I wonder if he got lonely when he did this by himself?" she wondered. "Oh, wait, I did before I told him who I was. Well, I hope-"

He thoughts were interrupted by an alarm going off, making her look around.

"Huh?" she muttered.

She looked around, before seeing Black Cat walking along the rooftop of a jewellery store.

"I'd know that silhouette anywhere." Ghost Spider mumbled. "I'd better catch her."

She jumped off the roof and swung towards the jewellery store, just as Black Cat began to run for it.

"You won't get away that easily." Ghost Spider assured.

She landed on the rooftop and began to chase after Black Cat, who jumped off it and onto one across the street. Black Cat then shot her grappling hook away, wrapping around a flagpole, allowing her to swing away as Ghost Spider landed on the rooftop. Ghost Spider then shot a web from her left hand and swung after her, just as her grappling hook retracted itself, as she landed near a rooftop's vent entrance.

Black Cat ran along the roof, then jumped from it to another, then another and another, as Ghost Spider landed on the first and kept after her. Black Cat then jumped and landed on the side of a building, then used her grappling hook to climb up it, reaching the top just as Ghost Spider landed on the wall.

"Catch me if you can?!" Black Cat dared, as she ran off.

"You're not getting away!" Ghost Spider yelled.

She shot a web from her right hand, hitting the top of the wall, then zipped up towards it, before climbing onto the roof. She then ran along it, just as Black Cat jumped and landed on a taller rooftop ahead of her. She jumped after her, just as Black Cat jumped off the roof towards another, using her grappling hook to pull herself to the roof.

Black Cat then ran along the roof, then jumped off it, grabbed a flagpole and swung forward, before she landed on a balcony of another. She then turned left and ran along it, just as Ghost Spider made it to the edge of the first roof. Black Cat then turned left around a corner, just as Ghost Spider jumped and swung towards the building, then landed just at the edge of the corner, before she chased after Black Cat.

Black Cat then turned right and jumped off the balcony and onto another rooftop, then ran along it and jumped from it to another, and then from it to another. Ghost Spider jumped along the buildings after her, just as she jumped and used her grappling hook to swung up to a taller one, just as Ghost Spider made it on the third roof. Ghost Spider jumped after her, landing on the wall, then web-zipped towards the roof, seeing Black Cat jump off the other end and dive down towards another as she climbed onto it.

Black Cat then landed on the rooftop, then ran along it, then jumped towards another, using her grappling hook to swing to the top. Once on the rooftop, she stopped and panted, just as Ghost Spider swung towards her, and landed on top of the roof entrance.

"Not bad." Black Cat admitted. "You're actually better than last time."

"Hand over those jewels you stole?!" Ghost Spider demanded, jumping down onto the roof.

"I haven't got any jewels." Black Cat assured sweetly.

She turned around and stared at Ghost Spider, making her smile drop.

"Oh, I thought you were Spider-Man." she admitted.

"Well, our suits are completely different!" Ghost Spider frowned. "You should've turned around earlier to see which of us was chasing you!"

"Very funny." Black Cat scoffed.

"If you didn't rob that store I saw you leaving, then what were you doing there?" Ghost Spider demanded.

"You could say I was snooping around while looking for something or someone." Black Cat smirked.

"Spider-Man, I assume?" Ghost Spider said.

"Not quite, but I wouldn't have minded him showing up." Black Cat admitted.

"So were you robbing that store or not?!" Ghost Spider growled, pointing at her.

"No. The alarm went off before I could go in anyway." Black Cat replied casually, walking towards the edge of the rooftop.

Ghost Spider shot a web at her legs, but missed as she jumped up, then somersaulted over her, before landing on her feet behind her. Black Cat then turned around and threw her Grappling Hook at Ghost Spider, but missed as she back flipped away, landing with her legs spread and her left hand on the ground.

"Impressive." Black Cat admitted. "Almost as good as Spidey."

"Only I get to call him that!" Ghost Spider snapped.

She shot webs from both her hands at Black Cat, but missed as she jumped up, and then pounced towards her.

"Webs!" Ghost Spider gasped.

Black Cat then pounced on her, and pinned her onto the roof with by straddling her, with her hands on Ghost Spider's forearms.

"You think you're so tough, don't you?" Black Cat smirked. "You'll never be as good as Spider-Man."

Ghost Spider frowned under her mask, before she kicked Black Cat in the vagina, surprising her.

"OHH!" Black Cat moaned, making her loosen her grip.

Ghost Spider then webbed up her face with her left hand, blinding her.

"AH! I can't see!" Black Cat exclaimed, falling onto her back.

Ghost Spider got up to her feet, just as Black Cat pulled the webbing off her face, then they both glared at each other.

"Never thought I'd see you as a dirty fighter." Black Cat admitted.

"The way you had me pinned, I didn't have a choice!" Ghost Spider retorted, pointing at her. "Now I'm taking you in."

"Oh, we'll see about that." Black Cat smirked.

She threw a smoke pellet down onto the roof, creating a smokescreen around herself.

"Ah!" Ghost Spider coughed, running through it.

Once the smoke cleared, Ghost Spider looked around, seeing Black Cat had vanished.

"Oh, just great!" she moaned. "Where'd she go now?!"

She then looked around and saw she was in the Theater District, but no sign of the Black Cat.

"Must admit, that was a good run." she admitted, scratching her head. "That jewellery store's over a mile away."

She then then jumped off the building and began swinging away, searching for Black Cat.

"You won't escape me like you did Peter." she vowed.

As she swung past a water tower, she began to wonder if Peter had finished with Mary Jane yet, but then sighed after remembering he hadn't called to tell her he was coming.


Back at the Watson house, Peter was sitting on Mary Jane's bed, while looking at the time, seeing it was nearly 8pm. Mary Jane meanwhile, was behind a folding curtain changing, before she came out dressed in a fur coat.

"So, what is it you want me to do?" Peter asked.

"Okay, I know this isn't your thing, but..." Mary Jane said.

She slowly opened up her fur coat, then let it fall down her arms, showing her in a red string Bikini that matched her hair.

"..I could really use someone I trust to help me with my coach." she explained.

"But MJ, we're not-" Peter began.

"Peter, I know. We're only friends. But I trust you more than any other photographer in school." Mary Jane explained.

"Okay." Peter sighed. "How many photos and is that the only outfit?"

"No. There's a few outfits, but I promise they're not as reveling as this one." Mary Jane promised. "As for photos, I'll tell you when to stop pre outfit."

"Okay." Peter sighed.

He got up and put his camera to his face, as she put her hands back in her hair, showing her armpits to it, then nodded to him, telling him to take the picture, which he did.


Back in the city, Ghost Spider kept swinging through the city, searching for the Black Cat, before she landed and perched herself on a water tower.

"Oh, just where is she?" she thought.

She then looked around, before spotting Black Cat on a rooftop nearby.

"Got you." Ghost Spider thought.

She jumped from the water tower, swung towards the building, landing on its side, before she crawled along it. Once she made it to the top, she peeked over, as saw Black Cat walking away.

"You won't escape this time." Ghost Spider thought.

She then shot a web from her right hand, which wrapped around Black Cat's legs.

"What the..?!" she exclaimed, looking down.

Ghost Spider kept the webbing on her, until it covered her whole body, except for her face and neck.

"Uh!" Black Cat moaned, falling onto her side.

Ghost Spider climbed onto the roof and walked towards her, as she kept struggling to break free.

"I wouldn't bother." she smirked. "That webbing's stronger than the last batch I hit you with."

"Very cleaver." Black Cat admitted, turning to her. "This is so tight, I can't even let my claws out to cut it. So, what do you want, 'cause I didn't steal anything."

"Well, just how did you get your powers in the first place?!" Ghost Spider demanded. "You pretty tough to catch."

"Would you believe the Super Solider formula?!" Black Cat smirked.

"The thing that made Steve Rogers Capt. America?!" Ghost Spider exclaimed.

"Yes." Black Cat smiled.

"But how? I thought it was destroyed when the lab was attacked and blew up?" Ghost Spider swore.

"Alright. Seeing as how I've got nowhere to go for the time being, I'll tell you how it happened." Black Cat assured. "As long as you let me loose from this webbing."

Ghost Spider thought for a minute, then sighed and pulled the web cocoon off her.

"I'm watching you, so no funny stuff like before." Ghost Spider warned.

"Fair enough." Black Cat understood.

She got to her feet and pulled the last of the webbing off her.

"Well, I guess I could say the story starts with my Grandfather, back when he was 13 years old." Black Cat began.

(Flashback)

In June of 1942, a 13 year-old boy named John Hardy peeked up from behind a bush, and stared at two men dressed in long overcoats.

"He was hired by someone to sneak into a top-secret compound lab..."

John climbed over a fence and into a compound, and then hid behind a tree.

"..thinking he'd been hired to spy on Nazi spies."

John climbed up the tree, then pulled off a vent shaft, and sneaked into it.

"He manged to get into..."

John crawled along the vent system, before pulling back another vent shaft, showing a lab with a bunch of scientists in.

"..the lab where the test was being made."

John jumped down and hid behind a control panel, as the head scientist, whose name was Abraham Erskine, turned to the others.

"Gentlemen, what is happening today is history in the making." he began. "And now, to present the man daring enough to take this experiment: Pvt. Steven Rogers!"

Steve Rogers came in with a woman called Peggy Carter, before Steve walked towards a machine, as he took his shirt off. He then got on and lied down in it, before two of the scientists strapped him in.

John moved closer to a blackboard, as Dr. Erskine approached Steve.

"You feeling comfortable?" the Dr. asked.

"Kind of." Steve admitted.

"If this works, young man, it could tip the balance of the war in our favour." the Dr. explained.

"I hope and pray it does, sir." Steve said.

The Dr. backed away as the machine closed in around Steve like a pod as it raised up. Three liquid forms on either side of the pod began to go into the machine

John stared at the blackboard as no one saw him, since they were too busy watching the experiment, then began to memorize the formula.

"AHHH!" Steve yelled.

Peggy gasped as the Dr. stared in horror, while John gasped. He then turned ran towards the vent he'd climbed up, as Peggy approached the Dr..

"You sure this is safe?" she asked.

"This is an experiment, so I can't be sure." the Dr. explained.

John climbed back into the vent, then turned around just as the machine was turned off, then Steve Rogers came out, now more muscular than before.

"Whoa." John muttered, impressed.

Steve walked over towards a few of the scientists, when one handed him his shirt, while Peggy and the Dr. approached him.

"You alright?" Peggy asked.

"Never felt better." Steve assured, putting his shirt on.

"It worked." the Dr. said amazed. "It worked."

John listened in as the scientists all backed away slightly.

"Gentlemen, meet the new champion of the Allied Forces, Capt. America." the Dr. explained. "The first of a new breed of Super Soldiers to free to world from the tyranny of the Axis Powers."

"What?" John gasped, as he closed the vent behind him.

He began to think about what he heard, one of the scientists pulled out a Lugar slowly from his coat pocket.

"Ah!" everyone gasped.

They all turned to the man - including John - as he aimed his gun at the machine.

"In ze name uff ze Fazzerlent, I vill destroy zis la! Heil Hilter!" he yelled with a German accent, firing three rounds.

The machine began to fry as lighting came out of it.

"NOOO!" the Dr. cried, as the German aimed his Lugar at him.

The German fired it three times, hitting the Dr. in the chest, killing him, as John gasped. He put the cover back over the vent, then turned around and began to crawl away, not caring about what was going on.

Once at the other end, he climbed out of the building, then down the same he'd climbed up on, and then climbed over the fence and ran away.

"My Grandpa escaped the facility..."

(Later)

"..but that's when he discovered the truth."

John approached an old bar, then entered it, and approached the barman.

"I'm here for...deliveries." John explained.

"Storeroom." the barman said, pointing at it.

John approached the room, which was disguised as a large beer barrel with a tap on. He pulled the tap to his left, opening it up to a secret room, where four men were inside.

"Ah, Cat, you made it back." one said, wearing glasses, as John entered the room. "Were you able to retrieve the information?"

"Well, I memorized the formula, but then someone shot and killed the lead scientist." John explained. "The place then nearly blew up when he fired at the machine."

"Oh, so you only just escaped?" the man inquired.

"Yeah. But there's something I don't get." John said.

"And what's that?" the man asked.

"Why would Axis spies name their Agent 'Capt. America'?" John wondered.

One of the man - with a thick moustache - laughed with a German accent, telling John his answer.

"They weren't Nazis, were they? You're the Nazis!" John snapped. "You're trying to get me to betray my country?! I'll never tell anyone the formula! Never!"

One of the men - dressed in red - tried to grab him, but missed as he got behind the man, and then threw him towards another - who was bald - knocking them against a wall. The one with the moustache then tried to punch John, but missed as he ducked, then John kneed him in the chest, before pushing him towards the table, knocking the one with the glasses slightly.

"Oh!" he moaned.

John then turned and ran out of the room as fast as he could.

The four men turned to a curtain as they steadied themselves, when it was pulled back by none other than the Red Skull, who glared at them.

"After him, you fools!" he ordered. "Don't let him escape!"

The four men ran out of the room and began chasing after John, who ran down a hallway. Two of the men - the one with the moustache and the one in red - then reached the end of it, but then banged into each other due to the tight space, making them hit the floor on their chests.

"OH!" they moaned.

The other two men then ran over them and then out of the bar, but saw no sign of John.

"Vhere'd he go?" the bald man asked.

The other two men ran outside, then all four of them looked around.

"He kan't haf gone far. Let's split up undt find him!" the one with the glasses ordered.

"Ja, Herr Hauptmann." the others said.

The four men then split up and began searching the area, unaware that John was hiding in the sewers, having entered through a nearby manhole cover, and put it back right after getting it.

"My Grandpa never told anyone the formula, but he kept a diary with a written copy..."

(60 years later)

In a large room with a desk, John's 38 year-old son, Walter Hardy, was going through a bunch of files.

"..which my Dad found a year after he died."

Walter found his Father's dairy and picked it up, then opened it up and found the formula.

"No way." he said amazed.

"He never created it for himself, knowing how dangerous it was..."

(12 years later)

Two men hauled Walter down a hallway.

"..but someone found out and wanted to use it."

The men haul Walter into a room, then threw him to the floor, in front of the Kingpin.

(Flashback ends)

"I was held hostage, blackmailing my Dad into reveling the formula." Black Cat explained. "Then I was forced to drink it, or else the man would've killed my Dad."

"Oh, then is there more people like you running around the world?!" Ghost Spider inquired, folding her arms.

"No." Black Cat answered.

(Flashback, a year ago)

Black Cat and Walter - dressed in black - both sneaked into a lab inside Kingpin's fortress.

"Knowing how dangerous the formula was in the wrong hands..."

They both approach a computer, then Walter began pressing buttons on the keyboard.

"..we decided to destroy it so this madman..."

The formula came onto the screen, before it started to get erased.

"..could never use it for evil."

An alarm went off as they both ran down a hallway, as about half a dozen thugs showed up with semi-automatics.

"During our escape however, my Dad was killed."

The thugs fired their guns at Walter and the Black Cat, hitting and killing Walter with seven rounds, as the Black Cat managed to hide behind a box. She grabbed her Father's body and dragged it behind the box.

"I managed to escape with his body..."

She jumped out of a window while holding her Father's body over her shoulders.

"..then I decided to follow in his footsteps as the crook he was..."

(Flashback ends)

"..and that's how I got my powers and became the Black Cat." Black Cat explained.

"Whoa." Ghost Spider said, shocked.

She couldn't believe Black Cat's origin, and she had a feeling Peter wouldn't either.

"And you've been using your powers ever since to steal from other people?!" she then said, folding her arms.

"More like payed to do stuff I'm hired for." Black Cat smirked. "I'm surprised you and Spider-Man aren't cashing in with your powers. Who knows how much you'd make."

"Unlike you, we use our powers to help those in need and keep the city safe." Ghost Spider retorted. "We're not some anti-heroes payed to do stuff like stealing."

"Hey, I don't steal from the poor." Black Cat assured. "I'm hired to rob stuff from-"

A noise then got their attention, making them both look down the building and into an alley, seeing about a dozen thugs down below. Four were looking around the alley - two on either end - as the rest stood near a grey truck, one heaving a crate into it.

"Get the rest of this stuff in the truck!" the leader ordered. "We gotta get outta here before Spider-Man shows up."

As Black Cat and Ghost Spider looked down at the thugs, Black Cat noticed a gold statue on top of one of the crates.

"Hmm? Nice sculpture." she thought. "Just what my employer was looking for."

"They don't know me?!" Ghost Spider frowned. "Well, we'll see about that?!"

She jumped off the roof and dived towards the crooks, just as one turned to her.

"What the?!" he gasped.

Ghost Spider dived towards him and pounced on him, knocking him out on his back.

"Huh?" the others gasped, turning to her.

"Who are you?!" the leader demanded, aiming a pistol at her. "Some Spider-Woman wannabe?"

"The name's Ghost Spider for your information!" Ghost Spider frowned.

"Ah! She's Spider-Man's partner!" one of the thugs gasped.

"Ah, you know me." Ghost Spider teased. "I'm touched."

"Waste her!" the leader ordered.

He and three of his men all fired their guns at her, but missed as she jumped up. She then shot two webs from each hand, which went onto all four of the guns.

"Hey?!" one exclaimed.

"What the?!" another gasped.

Ghost Spider somersaulted forward and split kicked them both, knocking them both into a wall out cold.

"You'll pay for this!" the leader barked, bringing out a knife.

He charged at Ghost Spider as her Spider-Sense tingled, getting her to turn around, just as Black Cat dived down and kicked him in the side, knocking him against a crate out cold.

"Huh?" Ghost Spider muttered. "Why are you-"

"Later, okay?" Black Cat asked.

She turned as one of the thugs came at her with a crowbar, then she jumped up, getting him to stop and look at her, as she dived down and kicked her with both feet, knocking him down out cold.

Ghost Spider turned left as two came at her, before she webbed them both up, trapping them.

"What is this stuff?!" one groaned, as he jumped slightly.

"None of your business." Ghost Spider smirked, as she punched him in the face.

He fell to the ground out cold, then she jumped and kicked the other in the side, knocking him out cold.

Black Cat turned as two pulled out semi-automatics and fired at her, but missed as she jumped and dived towards them both.

"Uh-oh." one gulped.

Black Cat landed between them, then kicked the one on her right in the chest, knocking him against wall.

"Uh!" he moaned.

She then grabbed other's fist as he tried to punch her, before she grabbed his chest and threw him over her.

"AGHHH!" he yelled, before landing on the truck. "OW!"

He then rolled off it and onto the ground, out cold.

Ghost Spider turned to the last three as they came at her, when she shot a web at one, and then pulled on it.

"What the hell?!" he exclaimed, as he went flying towards her.

Ghost Spider then punched him in the face, knocking him onto his back out cold. She then jumped and dived towards the other two, and then split kicked them both, sending them flying into a wall, knocking the out cold.

She then back flipped towards the crates and looked at all the thugs.

"You know, you're not half-bad." Ghost Spider admitted, turning around, but saw Black Cat was gone. "Huh?"

She looked around, and then saw the golden statue was missing as well.

"Uh! She took that statue!" she frowned. "I knew she couldn't be trusted!"

She jumped up and climbed up a wall as she heard Police sirens, then made it to the roof as three cars arrived in the area.

"Black Cat, I swear, I'll have you behind bars one day for stealing and deceiving people." she vowed.


Later, Black Cat landed on the balcony of an apartment building, then climbed into the apartment room, threw the statue onto the bed, and then closed her window and curtains. She turned around, then lit up slightly, thinning her body, and changing her hair from white to blonde, as the formula she took was an improved version from the one Capt. America took. She then took her mask off, reveling herself to be a girl no older than 18 called Felica Hardy.

"I think I better shower before calling my employer." she decided.

She turned towards a door and walked towards it, while taking her gloves off, and then kicking her boots off. She opened up the door, showing the apartment's bathroom, which included a shower and a bathtub. She put her hands behind her back, then undid a zipper on her suit, then lowered it down, pulled her arms out of the suit, and then lowered it down her body, reveling she hadn't worn underwear underneath it.

She stepped out of the suit and into the bathroom, before she closed the door, then approached the shower and turned it on. When the water hot enough, she stepped into the shower and closed the curtain behind her.

As the hot water soothed her muscles, she sighed happily, before grabbing her shampoo. As she began to wash her hair, she began to think of Spider-Man, about how she wished he'd surprise her and join her for the shower.

"Oh, I wish he could fuck my brains out in here." she thought soothingly, rubbing her vagina. "It would be much more romantic than when I slept with Ryan when I as 16, before I discovered he was a womanizer, even if Mom wouldn't approve."

After she'd finished her shower, she got out, wrapped a towel around her, then wrapped another in her hair, before she walked out of the bathroom and into the bedroom. She sat down on her bed, and stared at a picture of her deceased Father, before picking it up.

"I miss you, Dad." she cried softly.

She put her picture down, then began to wonder if Ghost Spider was telling Spider-Man about her origin.

"I hope next time, he's the one I meet instead of her." she hoped, as she took off her hair towel. "Still, I wonder if he finds out, if he's gonna say the same thing as her, if he's back to normal."

She decided not to dwell on it, and worry about it for when they met next time, which she hoped was soon.


Meanwhile, Ghost Spider was perched on a rooftop, talking to Peter on her phone, having checked the time before and saw it was 9:32pm.

"I take it you're not coming out to join me?" she assumed.

"Yeah, due to the time." Peter replied. "MJ kept me at hers until just after quarter past nine."

"Right. So what've you been doing for the past 15 minutes?" Ghost Spider asked.

(Parker house)

Peter - in his nightwear - sat in a chair at his desk in his bedroom, looking at the file of his parents and Eddie's parents he'd gotten from Agent Coulson.

"I've been going over the files Agent Coulson gave me about my parents." he explained. "I hadn't really had the time to check since I got them."

"Well, that's good." Ghost Spider replied. "I'm sure they'd want you to know what they were like."

"Thanks." Peter said. "I told Aunt May about us, and she's happy."

(The city)

"That's great." Ghost Spider said. "I've had one weird night by the way."

"How?" Peter asked.

"I've been chasing that Black Cat woman around the city." Ghost Spider explained.

"The one who flirted with me that night Eddie became Venom?" Peter asked.

"The same." Ghost Spider replied. "But you'll never guess what."

She then told him about how she got her powers, and about its origin.

"Really?" Peter inquired, shocked. "That's a shocker."

"Sure is." Ghost Spider agreed. "Although her Father was killed after erasing the formula from the man's hideout."

"Oh..." Peter said sadly. "That's sad."

"I know." Ghost Spider agreed. "If it weren't for the fact she's a thief, I'd feel sorry for her."

(Parker House)

"How can you be sure?" Peter inquired.

"Because when she and I stopped a bunch of thugs loading crates into a truck, she stole a gold statue from right under my nose after we'd knocked them all out." Ghost Spider explained.

This shocked Peter as his eyes widened.

(The city)

"Guess she needs to learn the phase my Uncle taught me." Peter sighed.

"I know." Ghost Spider said. "Look, I better go. I need to get back home before 10."

"Okay. Love you." Peter said.

"Love you too, Pete." Ghost Spider said, before hanging up.

She put her phone into her belt beneath her suit, then she jumped down from the rooftop, and began to swing home.

(Parker House)

Peter put his phone down, then picked up the file of his parents that SHIELD had given him. In it, he'd discovered that the plane his and Eddie's parents were on, was not lost because of an accident, but because someone had sabotaged the plane, causing it to crash into the ocean. His Father and Eddie's parents died indistinctly, while his Mom had managed to escape onto a lifeboat, but then passed out from sun heat and drowned.

As to what they were working on, he'd discovered that they were working on a cure for a nasty cancer going on in Africa at the time, but had since long been cured now.

"I wonder if their research would've cured it quicker." he sighed.

He turned his lamp off, put the file into a drawer of the desk, then he walked over to his bed, got into it, and then fell asleep, thinking about what he'd discovered.


A/N: Black Cat's powers in this version are like her 90s counterpart, but I've changed her origin slightly because of her age and to make it more modern.