Ultimate Black Cat (part 3)

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    rick powers

    Wow! Has it really been ten months since I posted part 2?

    Thanks for your patient support.

    Ultimate Black Cat (part 3)

    by The Power Company

    The new Black Cat takes down Spiderman.

    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, 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 the seeming incongruence 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 leapt 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?”

    Spiderman spun quickly to face the direction the voice came from, but all he saw was black shadows. He crouched, preparing for an attack, “C’mere 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 raised the ponderous weight high 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. “Mmmm…‘ 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 leapt 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 taped 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 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 leapt 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 sides 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.

    “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 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.”

    “Uhh … 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, Lecia,” 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 …”

    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 ‘im 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’ piñata 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 so amazing? 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.

    rick powers

    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 leapt 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 300 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.

    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.”

    “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’ 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’ 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, 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, 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 metalic 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 lift up my mask and give me a big 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.”

    “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 naiveté, 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 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. Her 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 black clad 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 it’s 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 leapt 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 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. And eliminate 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 elecro-magnetic 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

    (How big does the Defender grow? Will Felicia escape? Will Fisk go unpunished? Will this story ever end? Will I ever find the time to write the exciting conclusion? Stay tuned True Believers for the next installment of … The Ultimate Black Cat!!)

    (Hope you enjoyed part three. I should be wrapping things up in the next chapter.)

    Later Days, Dudes,


    Zespara Alathar

    Let me be the first to say….. great job!!  Another Power Company chapter in the annals of FMG!!  🙂

    Hopefully it won't be as long a wait for chapter four.



    Rick, when the hell are you getting a writing job at Marvel. This is F**king Brilliance and any way once the exciting conclusion is written and posted you can bundle all the parts together and post it a s a downloadable file.


    So there really are Christmas miracles…



    You have a full blown super scuffle in the mighty Marvel fashion.

    People get knocked out not pulped into meta-human goo.

    Congratulations on writing an installment that truly felt like the beats between panels and next page surprises.

    Defender truly had a sneaky ass Bendis vibe about her and she certainly ups the ante.

    Thank you very much for working on this until YOU felt it was ready. Gladly awaiting another installment of such sequential quality.  😎

    Prophet Tenebrae

    Well – hands up who thinks Rick should be in charge of the "birth" of Ultimate She-Hulk. That was gratuitous and unashamed FMG, I love it.



    EXCELLENT job, Rick.  That was well worth the wait.

    Makes me want to get on the stick with my own stories. 😉

    rick powers

    Thanks for al the nice comments. But I'm afraid that i'm not quite ready to write for Marvel just yet – see, they like to have their stories come in a little more often than once every ten months. But the birth of the Ultimate She-Hulk? Now that would be interesting!



    I wouldn't be so sure about that…the fifth part of "Secret War" just came out and I think it was supposed to be here a little over ten menths ago. Although I think that was an art related delay.

    ok, so I'm really just posting again to reiterate that you've really done a wonderful job with this one. This was certainly worth the wait. I bet the fight that's brewing promises to be nothing short of epic, and I'll wait another ten months to read about it if I have to.

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