A/N: This fic is set in the 1994 Spider-Man Animated Series. It takes place in 1997, with the technology, timelines, and character backstories appropriate for the setting. Be forewarned: this may not be your comic book Spider-Man or Black Cat!.

Felicia cupped Spider-Man's cheek, then slid her fingertips under the black fabric of her domino mask, careful not to cut herself on the razor-sharp talons in her gloves. "Why don't I take off my mask... and you take off yours?"

"Wait, we can't take off our masks!" Spider-Man objected, grasping her wrists.

"Why?" Felicia nearly groaned in frustration. First Spider said he wished he knew who she was behind her mask, then he tells her not to take it off? He could be such a tease! "We've got something special! Can't you feel it?"

"All the way to my toes," Spider-Man leaned against the wall behind him. "But we can't risk what might happen to our loved ones if our secret identities were discovered."

Felicia scoffed mentally. The Kingpin already knew full well who she was. Her father was off hiding God-knows-where from the fat crime boss and whoever else might want the Super Soldier formula locked away in his head. Her mother was under threat, as always, from that madman Otto Octavius. Michael Morbius had been transformed into a pseudo-vampire, and Jason Macendale was in prison after being exposed as the Hobgoblin!

'All my loved ones are already in danger. I suppose there's still Peter Parker, but...'

Her relationship with Peter was troublesome at best. She liked him, she really did, and there was a time when she thought they might work out, but Peter was so flighty and irresponsible. She just never knew with him. One moment he was all caring and attentive and the next he would just be gone. Literally. For a while she thought his disappearing act was mysterious and it made her more attracted to him, but eventually she understood that he was just not boyfriend material.

'Peter's just a volunteer for the Hardy Foundation, along with hundreds of others. Nothing to tie him to me. I'm sure he'll be safe.'

"Believe me," Spider-Man said. "The results can be devastating."

Spider-Man's dithering was reminding Felicia annoyingly of Peter. What happened to the Spider that had always been there to pluck her from the arms of danger?

"I thought you'd be different, Spider. But you're just like every other man in my life." She turned away and took a few steps down the ledge. "A big disappointment."

Spider-Man took her chin in his fingers gently turned her head to face him. "I AM sorry," he said, his tone sincere. "I... the last time someone found out who I am... someone very close to me paid the price. I can't take the risk."

Felicia blinked at Spider, his behavior over the past few weeks suddenly becoming clear. She watched as his shoulders hunched a little as he withdrew further into himself. Of all people she should have known what Spider was going through... but she was the type to look for closeness with others to deal with her grief. Spider-Man, as it seemed, was the complete opposite.

'It's no good to just stew in your own funk, Spider... what you need is a good hard kick in the pants!'

Well, maybe not a kick in the pants exactly. Felicia gave Spider-Man a solid shove, and he reeled back a few steps. "Wha-?"

"You're it again, Spider!" Felicia fired a harpoon across the street, hooking a fire escape and swinging out into the New York night sky. "Our game of tag isn't over!"

"Cat, wait!" She heard Spider-Man call out from behind her as she landed on the fire escape and began to climb it hand over hand. She felt the metal of the escape shudder as Spider-Man latched onto the structure behind her, but a quick glance back showed he was gaining-and fast!

'That's no good.' She climbed faster, willing her muscles to greater effort and leaping up several floors at a time, but Spider was still getting closer. She spied a rooftop behind her and kicked off a rail, tucking into a somersault and landing in a crouch with her feet under her, and immediately took off in a dead sprint across the roof.

Run and leap and jump! Felicia delighted in the strength and agility of her newly enhanced body as she soared across the rooftops of the city. It was a freedom she had never dreamed could have existed before she became the Black Cat. Up ahead was a six-lane street, and she cleared it without a second thought, landing gracefully on the roof on the far side. She looked behind her. No sign of Spider-Man. Had she lost him?

'Was I too fast for poor little Spider? Should I go back and-'

"Tag!" A red-gloved hand fell on her shoulder. "No tagbacks!"

Felicia spun around in pleasant surprise. Spider-Man was a few inches away, having somehow gotten ahead of her without her noticing. She had the impression he was grinning under his mask. "Didja miss me?" He asked.

"I did," She cooed, reaching out to ease the bottom of his mask past his smiling mouth and pulling him in for a kiss... but a shriek from the street below interrupted them before their lips could meet.

Spider-Man pulled his mask back down as they raced to the edge of the roof. There below them in the alley, a man was holding a gun on a middle-aged woman. Felicia clicked her tongue in disapproval.

A quick web-line and the mugger's pistol was flying from his grasp. As he gaped at his empty hand, Spider-Man dropped down on another web-line, dangling upside-down above the mugger's head. "Do you have a permit for that?" He asked.

"Wah!" The mugger yelped, turning and fleeing. But Felicia landed in front of him and grabbed him by the coller, lifting him bodily off the ground. He flailed and kicked ineffectively for a few seconds, then gave up and just went limp.

A few minutes later the mugger was swinging in a silken cocoon and Felicia and Spider-Man were back on the roof, watching as the woman wobbled away to find a phone to notify the police.

"So this is what stopping a mugging feels like," Felicia commented. "Fun!"

"Some days this job isn't so bad... but then there's the days when Allister Smythe tries to turn you into a baby," Spider-Man shrugged up at her from his squatting position on the edge of the roof.

"I'm glad he didn't succeed," Felicia gave Spider-Man an sideways glance. "Can't say I care much for younger men."

"Oh yeah? How old do you think I am?" Spider-Man huffed in mock outrage.

"At least forty, but not a day over fifty!"

"What? How do you figure that?" Now Spider's outrage sounded genuine.

"If I had to say, it's your posture. A dead giveaway for the geriatric set."

Spider-Man shot up to his full height. "What's wrong with my posture?"

"You're always slouching! Like an old man with a bad back!"

"I do not slouch! I keep my knees bent!" Spider-Man pointed to the spider logo emblazoned on his chest. "Like a spider!"

"I see..." Felicia reached out to trace the legs of the stylized spider, feeling the hard muscles beneath the thin material of the costume. Her hand travelled up his chest to pull up Spider's mask and reveal his mouth, and she leaned in to finish the kiss the mugger had interrupted earlier.

After a few moments with her lips pressed against his, she trailed her way across his cheek to his ear. She gave his earlobe an experimental nibble and heard his indrawn breath. "Spider..." she whispered softly into his ear.

"Yes?" He asked huskily.

"Tag."

Felicia laughed as she pushed Spider-Man away and took off across the rooftops again. And this time she was gratified to hear him laughing too as he came after her.

It wasn't until MUCH much later when she had parted ways with Spider and was back at home, showering off the sweat of her night's exertions, that she really started to think about what Spider-Man had said. Someone very close to him paid the price?

'Who could that be? And what happened, exactly?'

She was once again struck by how little she really knew about Spider. It was a very unequitable state of affairs, when she came to it. He knew all sorts of things about her as Felicia Hardy: where she lived, her job (if the on-and-off work she did for the Hardy Foundation could be called a job), even her relationship to her father. But although she joked about it, she didn't even know how old he was!

She liked the idea that the Black Cat was as mysterious to Spider-Man as he was to her. It put them on a more even footing, so to speak. She used to think that getting Spider to willingly take off his mask for her was just a matter of time, but now after understanding where he was coming from, she wasn't so sure. What would happen when he DID find out she was secretly Felicia Hardy, as eventually he must? Wouldn't that put her back at square one?

'But there IS someone who knows Spider-Man, isn't there? Maybe not as well as I would like, but at least better than I do now...'

The more she thought about it, the more sure she was. Yes, Peter Parker HAD to know Spider-Man pretty well, didn't he? There was that time when she had given him a note for the web-slinger, asking to meet at her home. She had expected it to take a few days, but Spider-Man had shown up that very night. Proof that Peter could contact Spider-Man at will.

'So I just need to get Peter to tell me all he knows!'

Peter woke up feeling more refreshed than he had in months. He lay in bed for a moment, staring up at the ceiling. Had he really slept the whole night through, without waking with pounding heart and tangled limbs, the sight of Mary Jane falling still caught in his mind's eye?

As he brushed his teeth, he thought about the night before. When was the last time he'd had so much fun just slinging around the city? It must have been years ago, when he'd just gotten his powers and was flush with the newness of it all. Lately after the disappearance of MJ, it had all soured. The thrill of soaring among the buildings of New York was gone. But last night had felt like a return to the old days. For a moment he had forgotten all his troubles and simply enjoyed himself.

It was the Black Cat that had done it. She was new to the whole superhero thing and still enchanted with her powers, and her enthusiasm rubbed off on him. Being with her made it new again for him. He felt cautiously happy, but a little guilty at the same time. What exactly was his relationship with the Black Cat? What did he want it to be? He really enjoyed his time with her, looked forward to the next time he would see her. And there was something oddly familiar about her, something that made her feel like an old friend, even though he had only met her a few months ago. And he felt comfortable around her, despite her often standoffish attitude and her previous admission to being an agent of the Kingpin. Was it the beginnings of love? At the same time it felt... disloyal to think about other women, as if he was betraying the memory of Mary Jane.

'Is it time to move on? Should I try to accept that MJ's gone?'

The worst part was not knowing, he thought, as he popped a pair of poptarts into the toaster. For days after his final battle with the Green Goblin he'd gone up and down the Hudson, checking the banks exhaustively, hoping against hope for a glimpse of Mary Jane's red hair. As time went on he'd started to fear finding her almost as much as hoped for it, because the red hair he was looking for would certainly be attached to a corpse...

But time dragged on with no Mary Jane. No body, dead or alive. She was just... gone. Months later, the possibility that she was still living was minute but now, but still, if only he could get some closure...

After his breakfast, Peter paid his customary morning visit to Anna Watson's home to see Aunt May. He endured his daily diatribe from Anna Watson, who, as usual, put the blame on him for Mary Jane's disappearance. He didn't like Anna Watson much; the woman had it out for him since day one, but he didn't have much he could say back to her, considering that she was right on this particular count. He left Anna Watson's house, feeling heavy-hearted again.

Back at his own place, he quickly changed into his Spider-Man costume and set off across the city towards the Hardy Foundation Youth Science Program where he worked weekends as a volunteer science teacher. The day job didn't pay anything, but he enjoyed the work. As he commuted spider-style, he hoped he wouldn't run into any trouble; the last thing he needed now was to end up late to work because Doc Ock or the Shocker decided to rip off a bank.

Luckily, no supervillains were up and about this morning, and he made it to the high school building that hosted the Youth Science Program without incident. He changed back into his street clothes in an alley and made his way to his classroom. Today the students were doing a chemistry lab, and as he was busy preparing reagent solutions, the door opened behind him. He turned his head to see a smiling Felicia Hardy.

"Mr. Parker!" Felicia greeted him enthusiastically. "Do you have any plans for after your class today?"

"Just gonna look at some lab notebooks," Peter replied. "Did you have something in mind?"

"As a matter of fact, I did! How does grabbing a bite to eat together sound to you?"

Peter blinked in surprise. He'd thought that whatever fling he'd had with Felicia was over years ago. "Uh," he said cautiously. "Is this a date?"

Felicia's smile widened. "If you want to call it that," she purred.

"Then, sure!"

"Wonderful!" Felicia said. "I'll see you in the lobby at twelve-thirty. I know the most delightful little cafe not far from here... you'll love it."

The cafe was just a few blocks away. It was a small place, with a few tables set up outside on the sidewalk. Although he had never been to Europe, somehow Peter found it very European. Felicia was right; he did love it.

They took a seat outside to enjoy the sunshine, and after they received their beverages and placed their orders, Felicia leaned across the table. "Haven't seen much of you lately, Peter. How's your day job? Still taking those pictures of Spider-Man?"

"Now and then," Peter said. Actually he'd been slacking off a little on the photography angle after MJ disappeared. "Not as many as before. I get the feeling Spider-Man wants to be left alone these days."

"Oh." Felicia sipped her drink. "Did something happen to him?"

"Not that I know of. It's not like he confides in me or anything." It wasn't exactly a topic Peter felt comfortable discussing. But discomfort aside, where was Felicia going with this?

"But you must know him pretty well, right?" Felicia continued. "At least well enough to pass on a note the very same day..."

Peter hid a grimace. That had been right after Norman Osborne became the Green Goblin. Felicia had slipped him a note to give to Spider-Man, asking to meet him. And fool that he was, he'd shown up at her place that very night!

'Great, so she figured out I have immediate access to Spider-Man. Can't get much more immediate than actually BEING Spider-Man, I guess. I KNEW I should have waited a few days!'

"So what is it? Do you want me to pass along another note?" Peter asked, hoping it was something that simple.

"No, I was just wondering..." Felicia laced her fingers together and propped her chin on them. "How did you and Spider-Man meet, anyway?"

"Uh, it was a few years ago..." Had Felicia figured something out about his 'relationship' with the wall-crawler? Figuring she wouldn't be fobbed off by a few platitudes, Peter tried to sound nonchalant as he launched into his rehearsed cover story. "I had my camera with me, and just happened to take a picture of Spider-Man swinging around. Sold it to the Bugle, and the next day Spider-Man showed up at my window." Peter grinned, hoping it didn't look too fake. "I thought he was gonna kick my butt, cause Jameson didn't have the most flattering copy to go with my picture. But instead he asked me if I wanted to be his personal photographer!"

"I see," Felicia said. "So do you two talk much?"

"Not really." Peter thought about changing the subject. But Felicia was clearly trying to get information about Spider-Man, and maybe it would be better to find out how much she suspected or knew. "If I didn't know any better, I'd almost think you asked me out to lunch to get info on Spider-Man!" He said, trying to make it seem like a joke.

Felicia blew out a theatrical sigh. "I confess," she said, shaking head lightly, her golden locks shining brightly under the sun. "That was my master plan!"

"But you said it was a date!"

"I said you could CALL it a date."

Just then the waiter came with their food, giving Peter a few moments to think. Was Felicia trying to revive her romantic interest in Spider-Man? He couldn't have that. On the one hand he was already confused about the thing he had with the Black Cat. On the other, he was sure a relationship with Spider-Man would bring Felicia nothing but trouble.

"Listen, Felicia," he began as soon as the waiter was gone. "I really don't think it's a good idea for you to try and approach Spider-Man now. He's been a completely different person lately. I think he might be dangerous..."

"Why, Mr. Parker," Felicia raised a eyebrow at him, her tone mildly disdainful. "Could it be that you're jealous of Spider-Man?"

"Me? What? No! Never!" To show how much he wasn't jealous, Peter ate a forkful of his pasta. Boy, was that the wrong tack to take with Felicia. From his time dating her he should have known she wasn't the type to shy away from danger. If anything it seemed to attract her...

'Great, now I have to protect Felicia from herself!'

"Actually, there is something new that happened with Spider-Man that I found out..." Peter said, as if just thinking of it.

That piqued Felicia's interest. "Oh?" She said eagerly.

"I saw him with a woman the other night." If Felicia knew Spider-Man was taken, she would back off, right?

"A woman?" Felicia didn't seem as concerned as Peter might have thought. "Who? What'd she look like?"

"No clue," Peter said. "I didn't get a good look, but I think she's the superhero type. She had white hair and was wearing a black bodysuit."

'Why's Felicia looking so smug?'

"They seemed pretty close," he went on. Felicia's smug smile grew even wider. "You know... like... romantically."

"Do tell!"

"They... they were..." Peter felt himself blushing. But he'd come too far to stop now. "Making out. Alot."

'If that doesn't shatter her aspirations, I don't know what will!'

Felicia continued to smile like a cat in cream, ruby lips smug and satisfied. The more he told her about Spider-Man's romantic pursuits, the more pleased she became. Peter had no idea what was going on anymore.

Abruptly, a deafening crash resounded down the street. Peter jumped up from his seat in alarm. Halfway down the block, a cloud of dust was billowing out of a shattered storefront. And in that cloud he glimpsed something moving. Something large and bright orange. Something that looked as if it was made of living rock.

He knew that... Thing. Even though he'd never seen him in person, he'd seen him enough times on the news to recognize him.

'Why is he here? Is he fighting someone in the building?'

"Is that the Thing?" Felicia asked, also on her feet.

"Looks like it." Peter took Felicia by the shoulders. "Felicia, get to the car and get out of here. I'm going to see if I can help."

"Of course!" Felicia nodded. Peter released her shoulders and she ran away-but instead of going to the car, she vanished into the alley along the side of the restaurant.

'Where's she...' Peter shook his head to clear the cobwebs. At least Felicia was out of the way. He quickly ran into the alley on the other side of the building and pulled off his outer clothing. Underneath it he was still wearing his Spider-Man costume. It only took a few seconds to don his mask and gloves and he was ready.

He swung out of the alley on a webline. As he cleared its mouth, his eyes slid to the alley that Felicia had run into-just in time to see a black-clad figure emerge from the shadows.

'Black Cat? What's she doing here? She's- She's-!'

Sudden recognition shot through him. The Cat was staring back at him, blue eyes wide. Her mouth opened at the same time his did.

"Peter?"

"Felicia?"

Chapter 1 End

A/N: Thank you for reading and hope you enjoyed!

For those who may not be familiar with the 1994 TAS, Felicia Hardy's backstory was significantly altered from the comic book version. She and Gwen Stacy were combined into a new character, named Felicia Hardy, and introduced at the beginning of the series as Peter's established romantic interest. Then Mary Jane was introduced and there was a sort of love triangle for a while, with MJ eventually coming out on top until the writers decided to kill MJ off, which they did so... by having her fall from the bridge in the same way that Gwen Stacy did in the comics.

I'm not sure why they chose to do it that way either. But suffice to say, MJ was out of the picture, and the series then teased a romantic subplot between Peter and Felicia, now the Black Cat. But that subplot only lasted for about four episode before Felicia ran off with Morbius and Blade, in order to fight vampires in Transylvania... And then MJ came back but it turned out she was a clone, cause it was the 90s and the Clone Saga was around this time and... Yeah, it was a weird series.

I always thought it was a shame that the TAS didn't do more with the Peter x Felicia angle. I thought they had some really nice chemistry (even better than Peter X Mary Jane, at least in that series). So here's me trying my hand at doing a story with it.

I initially thought about doing this story COMPLETELY in line with the TAS, which had been subject to heavy censoring by Fox. But I eventually decided against that. So for those of you wondering, yes, there will be guns that shoot bullets, there will be swearing, and people will be able to say the word 'kill.' And Morbius, if he does show up, will bite people and draining their blood instead of absorbing their plasma through weird little suckers in his hands.

Updates on my writing progress for this and other stories can be found on my profile!