Astonishing Spider-Man
Guilty As Charged
Writer: Ben Kaine
Editor: Paul Hahn


The living shadow that landed on the roof that night was called the Black Cat, at least professionally. Her real name was Felicia Hardy, a beautiful security consultant. Before becoming a consultant, however, she had taken her fantastic gymnastic abilities and penchant for sneakery to become a very successful cat burglar. She had acquired quite a few riches during that time, but she had given it up for a man named Peter Parker, the Astonishing Spider-Man!

For a time, she had been rewarded. She had become Spider-Man's ally and lover.

Well, all good things must come to an end. Peter Parker was married now to a lady named Mary Jane Watson, and for over a year she had been operating as the Black Cat in a strictly legit manner: Anti-Theft Consultation, Surveillance. Jobs like that. Strictly legit.

'As if it could've lasted,' the Black Cat thought.

She attached a small cable to her waist and leaped off the roof. It was simple to catch a ledge on the way down and hoist herself up. Everything inside the building was dark, which was precisely what she expected, since she knew for a fact that the owner was out of town. She opened the window, entered, and walked to the secret safe behind the bookshelf. Easy.

It had been even easier to disarm the security systems, since she had been paid to install them. She pulled away the books and easily unlocked the safe with its combination. She had watched very carefully when the owner had turned it before.

The Black Cat reached into the safe and took out the prize: A necklace of sparkling diamonds, valued at enough to let her take it easy for months. It was beautiful, sparkling in the moonlight that came through the window-

It stopped sparkling. The moonlight had been blocked.

The Black Cat turned in surprise as a scarlet crimefighter leaped into the window. Her eyes went wide in horror and her breath caught in her throat- No, not him-!

"DAREDEVIL!" the Black Cat cried.

"You've been out of the business too long, Miss Hardy," the Scarlet Swashbuckler growled. "You started making your robberies in a pattern. Didn't you learn anything from the Fox?"

"You- How- How do you know my name?"

"I know quite a bit about you, Miss Hardy. From what I had heard, you were a strong young woman. An ex-cat burglar, reformed, using your talents in a legit business and occasionally even in the cause of crimefighting. What happened?"

The small, razor-sharp claws upon the tips of the Black Cat's fingers popped forth, gleaming dangerously as she crouched to attack. Daredevil did not move, did not even pull his own choice of weapon, a billy club, out of its sheath. He stood in front of the window like a statue, as if he didn't truly expect the Black Cat to attack him. As if he had faith in her. or wanted to.

"I won't explain myself to you. And you're not taking me, Daredevil," the Black Cat said. "I'm not going to get caught. Not now."

"What would Peter think of you right now?" Daredevil hissed. Her eyes went wide with the shock of the question, and if she had remained still for an extra second, perhaps there would have been a tear.

Instead, she leaped forward! The Devil did not flinch. He raised his hands and caught her foot in the air, twisting it in hopes of bringing her to the floor. Instead, she whirled in midair, bringing her other foot to slam into the side of his head. Daredevil fell backwards, knocking over a porcelain vase! There was a crash!

The Black Cat turned, running through the house to the balcony doors, the necklace in hand.

Daredevil stood. He hadn't expected her to have that level of training. Because of that, she had caught him easily by surprise. 'It won't happen again', he thought as he leaped after her.

The Cat smashed through the glass doors, landing on the balcony. She looked down. The cars on the street below her looked like Hot Wheels from that height, sending her the clear message that escaping this trap would not be so easy.

"HARDY!" she heard the Daredevil yell. She turned, kicking at his chest as he leaped onto the balcony. It was a simple move for him to sidestep, however. Again, he caught her leg. Again, she attempted to slash at him with the other, but the perfect Judo countermove was already in progress. She was slammed onto the concrete floor of the balcony.

"Give up, Miss Hardy," Daredevil said. She gave a low, feline-like hiss and answered by slashing with her claws. Again, Daredevil blocked, almost as an afterthought.

"You've got training," he said. "But it's basic boxing. Tae Kwan Do. Maybe a little Kick Boxing. Am I right?"

'Far too right,' she thought, fear beginning to rise in her heart. '.I'm an all-star at Gymnastics, but he's way beyond my level in hand-to-hand.! I've got to get out of here!'

"Miss Hardy-"

"Shut up!"

Daredevil dodged yet again, kicked. His foot caught her fully in the stomach, knocking the wind out of her. 'Dizzy- but I can use this-!' she thought as she fell backwards. 'I'll let the force of his kick knock me all the way off of the balcony.'

"HARDY! NO!" Daredevil yelled, leaping forward to save her, but the Black Cat was already falling, falling, falling from the balcony, past window after window, floor after floor-

'Come on, Kitty! Get your act together-!' she thought with a grimace. As she fell, she reached out with her hands, grabbing a flagpole that jutted out from the side of the building. She swung from it, hurling herself through a nearby window and into a small apartment.

'Yes!' she thought, gasping for breath as she stood. '.I did it! I escaped!'

'She escaped,' thought Daredevil, some six floors up. 'Oh, who are you kidding, Hornhead? You could have put her down for the count and left her wrapped up for the authorities. But Felicia Hardy isn't simply a cat burglar. She's far more to someone else. A good friend and fellow tights-wearer.'

Daredevil fired the grappling hook of his billy club and leaped from the balcony, into the night.

'Peter,' Daredevil thought grimly, '.I can't let her get away with this, no matter how good a friend she is. No matter what she might have meant to you. We have to talk.'


"Peter, can we talk?"

No wonder his Spider-Sense had been going off. Peter Parker sighed, obediently turning off the television as he prepared for the worst. It was a lazy Sunday afternoon, one of the few which he had taken simply to stay home, and thus far he'd been enjoying it. The comics, a movie. He had even (honest!) been thinking of taking his lovely wife to dinner.

Now Mary Jane stood behind the sofa, looking down at him, and she could tell that this was going to involve the bane of their existence: Money. It was something they were always strapped for. Mary Jane's respective modeling and acting careers had been doing great when she was a teen, but since then those careers had been leading to nowhere. Peter had never made an incredible amount of money selling photos, although his published book of Spider-Man photos had been a welcome boost. "Webs" had climbed the charts, and when he had enough new pictures, Peter promised himself he was going to make a sequel.

"What can I do for you, Pretty Lady?" he smiled up at her. No return smile. Uh oh.

"I got a call yesterday from a friend. Remember Raoul..?"

"The guy who donated your wedding dress?"

"Yeah. I don't know what I would've done without him. I didn't really have the money for one."

"Well, the dress probably looked better on you than him anyhow."

"So you remember him."

"Sure. More or less like the other people in your line of work. He's a designer, right? One of those guys who stands by the runway or holds up his new watch or whatever and speaks in fragments," Peter said, and then he began to mimic: "Presenting. The 'Rose of Sun of Cauliflower' dress. Beautiful. Glowing. For the discriminating woman. Who wants to show off. Maybe at her high school reunion. Where all her old classmates will be. Who laughed at her. Because of her acne. But now they'll see her 'Rose of Sun of Cauliflower'. Ha ha ha."

His eyes returned to her face. She was smirking, but the look in her eyes told him that he needed to return to business. He sighed, said: "I remember. What'd he want?"

"He's got a job for me," she said excitedly. "A year-long, steady job at his studio."

"That's great!" Peter laughed, leaping agilely to his feet. "When do you start?"

"Two weeks," she said, embracing him. She smiled up at him, a vision of beauty-

Spider-Sense, tingling!

"So what do you need to talk to me about?" he said. There was no fear in his voice. Or maybe there was. He hoped there was no fear in his voice.

"Oh, don't seem so scared-." Damn. "Here's the problem. The job's not in New York City. I've already checked and I can't get there by bus or subway. Peter, we're going to need a car if I can take this job."

"Hoo boy," Peter breathed.

"Well, unless you think you can websling thirty to forty miles every morning and evening."

"A car, huh? Well. I guess that's not really a big problem. I mean, after all, folks poorer than us have cars. Heck, teenagers manage. I'm sure we can do it, especially since we'll be getting a boost from your new job. and- Well, I've been thinking. My little archive is piling up again and with a little more work, I might have enough pictures for another photo book."

"Uh oh," she said, hugging him tightly now. "I'm going to lose you to another three month book tour, aren't I? The last one almost killed me."

"It almost killed me too," Peter said, giving a mock frown. "Did I tell you I got chained to a boat full of dynamite in San Francisco?"

"You know, any other wife would probably be upset if her husband didn't tell her these things."

"It's kind of par for the course for me, Hon. Sorry. Maybe I should keep a diary."

"So, the car?"

"How about we go shopping tomorrow? I'll take the morning off from being Spider-Man. We can look around, have lunch, and see what the dealerships have."

"Thank you, Peter."

"On second thought, it might take Spider-Man to deal with salesmen. Mmmph-"

She'd kissed him by then, and perhaps if things had carried on another few moments, it would have gone farther. As it was, Daredevil hadn't arrived a moment too soon.


"Geez-!" Mary Jane cried out, recoiling from her husband in surprise. The crimson-suited Daredevil, Man Without Fear ('-And Shame', Daredevil thought with slight embarrassment), stood in the living room's connecting doorway to the kitchen. He waited, arms folded, refusing to crack any sort of smile despite the awkward situation. Peter took a deep breath.

"I apologize, Mrs. Parker. To you too, Peter. I should have tried a more conventional method of entrance," Daredevil said. "I assume you know who I am, Mrs. Parker?"

"Y-Yes, Matt- er, Mr. Murdock. Sorry. I really- really was just surprised-"

"My fault entirely." "Er, Matt- Is this important?" Peter asked, frowning.

"Very," the Scarlet Swashbuckler replied. His own tone was as effective as Mary Jane's in communicating his wishes. The Man Without Fear wanted to talk, and now.

"It's alright, Peter. Just try not to commit to anything that'll break up our date tomorrow, alright?" she asked, kissing her husband's cheek. "Would you like anything to drink, Mr. Murdock? We've got soda, water, tea."

"Thank you, Mrs. Parker, but I don't think I'll be staying long enough to warrant it. And neither will your husband."

'So much for a lazy Sunday afternoon,' Peter thought, said: "I'll get my costume."

"Not a chance. Uh uh. No way. Sorry, Hornhead, I don't believe it."

Pigeons took to the air in the Sunday light, fluttering about the great, brownish buildings that comprised the older sections of New York City. They were buildings with hollowed portions, loose bricks, perfectly providing shade and nest areas for certain birds that somehow found their way into the Big Apple. Strange ones that you wouldn't expect to find in a place like New York City. A hawk, for instance.

The two figures sitting in the cool shade of an old belltower were not hawks, but they were at least as interesting. Daredevil forced himself to relax his back against the wall, reached out with his senses. He had heard that some people found gazing out at the city a serene sort of peace. Being blind, one would think Daredevil couldn't sample this peace, but there was an equivalent in the case of the Scarlet Swashbuckler. Listening, Smelling, feeling a 'pulse' that was all-too real for him and only a hint for everyone else.

Spider-Man was leaping about him like a crazed ping pong ball, babbling incessantly as he rebounded from stone gargoyle to bell to roof to floor to wall and back again. Daredevil frowned. He had known that Peter Parker, an astonishing superhero called Spider-Man, and the Black Cat were close, but he hadn't expected quite this bad of a reaction.

"I mean it's just not happenin'! Nuh uh nuh uh nuh uh! Look, DD, what if the Black Cat you saw- allegedly saw!- was really some sort of shapechanger like that Russian guy who could shapechange? I can't remember his name- I think it was Yellowjacket or the Wasp- No, wait, those are Avengers. Well, maybe it's that guy! He framed Black Cat once! Or hey, what about-!"

Daredevil unhooked his billy club from its sheath upon his leg, allowed his 'radar' to get a fix on the pattern of Spider-Man's jumps. He threw the club at the hero. Spider-Man was suddenly crouching upon one of the gargoyles, no longer simply a red and blue blur, holding Daredevil's billy club. Daredevil gave a curt smile.

".What was THAT for-?!" Spider-Man cried, lightly tossing the club back to Daredevil's outstretched hand. Caught.

"Get a grip," the blind crimefighter answered. "It was her. I've met her before and I can differentiate between people by their heartbeats. If you can recall, that's how I found out who you were. The Black Cat's crossed the Good Path, Peter. We have to take her in."

"Ever think that the guy she was stealing from wasn't all that clean? Even after she went straight, she did the city a service by occasionally robbing some gangster of a jewel he'd just stolen from a museum. We should look into whoever this guy is."

"Unless she had Probable Cause, Peter-."

"Oh, come on!"

"I'm a lawyer, remember? Now listen. If she isn't guilty of simple Thievery, there's still something going on. If you help me find her, you can be there for the interrogation. Maybe I'll even let you do it yourself, if you're concerned. If you don't help me, I'll bring her down, period. Are you in or out?"

"You have to ask? Where do we start?"

"We find out where Felicia Hardy will be tonight."

"How's that, Mister Detective?"

"Easy. We invade her privacy."

"I wish I had a tape recorder."


Felicia Hardy brushed back her shining platinum hair and managed a small smile as the man continued to move through the crowded mall, pointing out to her everything of interest (or everything, period. Felicia had the suspicion he just wanted to keep her around). The mall was new, a polished chain of stores that was already overflowing with shoppers. The owner was obviously going to be rolling in dough soon, and by extension, so was she.

The first security designer that the man had hired had been fired for unknown reasons, and her Security Consultation firm was the next pick. It was an offer Felicia would have been insane to refuse. The amount of security work that a mall of such size would need would easily create a bill several feet long.

But despite the prospect of glorious cash and the need to pay attention, Felicia continually found her mind wandering as they pushed their way through the coming and going customers. It was bright in the mall. There weren't many small places. All open. That made her feel. Unsafe.

Because that meant there was no place to run. And that meant the Daredevil would get her.

"Come one and come all! Buy your tickets now!" a man in a suit was saying from a podium. Behind him, a beautiful new car gleamed seductively. "Buy a chance to win a Ferrari!"

How had Daredevil known that she was the Black Cat? She had to assume it was Peter, but somehow she couldn't find the strength within herself to be angry at him for it. Not after she had so betrayed him, not after she had-. Done it again.

Nobody was supposed to find out. It was supposed to be quiet. But it had gone to pieces with Daredevil. Now, there was no way her peace could last. Daredevil was hunting her, a man who criminals whispered was almost insanely obsessive about catching his criminal prey. When would he come and arrest her? Did he lack evidence? Was that why he was holding back?

Was he waiting.?

"It's your chance, folks! Your very own Ferrari! Just take a ticket for five dollars! There will be a drawing in twenty minutes, so hurry!"

She shivered, hating the thought, but at the same time she couldn't help herself, ever since that night, from looking over her shoulder just to make sure there wasn't a devil there-

With a thump, she suddenly ran into a man. A tall, gray-haired Hispanic looked down at her and gave a glare, which she returned with a frown and a mumbled sorry. She made her way around the man and jogged to catch up with the owner, who was still walking around talking in total obliviousness.

The Hispanic exhaled. She hadn't felt it. He closed his eyes and breathed in again, breathed out. Felt for his gun in his coat, just for reassurance.

"That's right, Ladies and Gentlemen! You could have a new Ferrari for five bucks! It's all a part of the New York City Triumph Mall's opening-!"

"Wow! Mom! Look-!"


"Are they really-?"

"Nah! This is just another publicity stunt for the mall opening! Those guys are actors-!"

"Hey, listen here, Mac! How many actors you know doin'- THAT?"

SPIDER-MAN and DAREDEVIL passed them in single, swift jumps, rolling and leaping across the car tops of the Triumph Mall parking lot. About them, children laughed as their parents pointed them out, while several car owners shouted at the two superheroes to for cryin' out loud keep off their 'babies'. They received no reply.

The end of the sea of automobiles was finally found, the doors of the mall presenting themselves, and it was then that Spider-Man seized Daredevil and with one mighty jump, flipped through the air and onto the expanse of the mall's white rooftop. A flock of resting birds scattered in surprise. They had arrived.

They walked silently to the huge skylight, positioned over the intersection of the mall hallways. Below, crowds struggled to move about their shopping as a man in a suit continued to hawk lottery tickets for a Ferrari.

"I don't suppose we can stop and buy a ticket," Spider-Man muttered, then added: "Mary Jane needs a car. It's worth a shot."

"Wait'll you try to buy a Yugo and find yourself five bucks short," Daredevil replied. "There's no way to sneak through a mall. We're going to be seen."

"Yep. The old 'Hey, look! It's Spider-Man!' people are always around to give me a hand in times like these. Remind me to tell you about a hostage situation with Blacklash."

"Felicia'll hear us coming a mile away. I don't think there's a way to avoid it."

"Hey, D.D. Since we're not really catching Felicia in the act or anything here, does that mean we can't break through all of this glass?"

Daredevil smiled. " 'Fraid so. Come on. You take one end. I'll take the other."

They parted in the night. and yet, despite their jokes, despite the friendly tone to their words, their was a discomfort about them, a sense of impending calamity. The Scarlet Swashbuckler had never really met Felicia Hardy, had never come to know her. He was another criminal to her, one who he was determined to bring down.

Spider-Man knew this. Would he really want it any other way? If Felicia, his ex-lover, was guilty, if she'd gone back to burglary as the Black Cat, then did he actually care so much for her that he would want Daredevil to look the other way?

Spider-Man didn't want to think about it. Not yet.

There are acts that happen in this world every day, horrible acts, and sometimes we are left with no explanation for them. Does this mean that there is an unseen Evil, something that works invisibly to cause pain and torment? Or does this mean that we have simply failed to find certain answers?

Whatever the cause, there are horrible acts that happen every day, and sometimes we have no explanation. Why Julio Hernandez entered the Triumph Mall that night armed with a gun and hell bent upon an impossible, even insane mission that he could not possibly get away with, we may not know.

And yet he did it. The screams rose as the coated Hispanic man ripped his firearm from its hiding place and fired it once into the air, and the man in charge of the Triumph Ferrari Lottery leaped for cover. Julio's demands were lost in the chaos, but he screamed his orders anyway. "Get away! Get back! I want it! I want it!"

Felicia Hardy felt the arm of a man seize her and throw her to the ground, and despite what was happening at that moment, her first thought was "Daredevil! He's found me!". But as she looked up with horrified eyes into the face of a stranger, she realized that it was simply a good Samaritan who was trying to get the people closest to him to for cryin' out loud get down before you get shot. And oddly, although a gun wielding maniac was now lording over the mall, she felt better simply because it wasn't that Scarlet Swashbuckler come to take her.

Felicia immediately looked for the nearest bathroom. There was one nearby that she could probably reach and inside, slip into her Black Cat costume. She could leap out and, with a little luck, take down the nutcase without getting anyone killed.

'Or.' she suddenly thought, '.I could let the police handle this. You've been jumping around rooftops with Peter for too long, Felicia. You're not a superhero...'

The man pointed the gun at the man in charge of the Triumph Ferrari Lottery, babbling incoherently. She couldn't hear what he was saying, but then the man seized a child from a screaming mother-

'You're a human being,' Felicia suddenly thought, and she leaped for the bathroom. 'And no human being could sit by while that nut threatens a child-!'

"Please, whatever you want-!" the lottery man gulped.

"Shut up, Compadre!" Julio growled. "You know what I want! I always wanted it! I work at the damn McDonald's every day for years to help support my family, while you drive aroun' in your shiny car-! I want it! I want the car! I always have, but I've had responsibilities! Bet you never had any responsibility, you and your car-!"

"The car? You want the-?" the lottery promotionist hoarsely whispered. "Look, I don't have the keys to it! Safety precautions-!"

"You find the keys!" Julio screamed, and the long, black barrel of that pistol dug sharply into the head of a weeping little girl... "You find 'em! I want what's comin' to me!"

"You'll get it," the Black Cat said. The kick was perfectly executed, a basic Tae Kwan Do attack that swept upward and knocked the gun out of Julio's hand. Before Julio knew what hit him, he was off-balance, punched, punched again-

Several more blows were sufficient to put him down. Julio did not move.

The Black Cat sighed in relief. She had thought that he was going to see her attempting to sneak upon him, but the enraged man had been too focused on the promotionist and his hostage. She turned, watching as the little girl ran back to her mother, managed a weak smile. Nobody had died. It was a success.

She heard the sound of applause. The customers had risen from the floor and were clapping, a few yelling out praises.

"Alright, Girlfran'-!" "Whoohoo!"


"Thank you, oh thank-!"

"Wow, that is one sizzlin'-!"

"Ain't it? She could fight crime at my place any-!"

Well, most of them were praises. That was always another plus of being a woman in the Crimefighting Business (which you are out of, she reminded herself). Even if the enemy saw you coming, she frowned, there was always a chance he'd be too focused on your breasts. Not that she went out of her way to dress modestly, not in black tights.

'Forget it,' she thought with a smile. 'A few jerks can't ruin this. Sure, I'm not a superheroine anymore. I refuse to do it. I don't think I ever really wanted to go out patrolling for crime and being a good little citizen that way, I just did it because. I was in love with him. Like a little schoolgirl trying to impress her crush. Well, that's over, but this is still something I can and should do. And it feels too good to-'


'-stop?' her thought finished, and her face went white as she recognized that low, dangerous growl. It was Him. It was-

"Daredevil!" she whispered, turning around. The Scarlet Swashbuckler stood on the Ferrari's stage, his face an unforgiving frown despite the good deed that she had just done. She didn't know how he could see out of his eyes-the mask actually covered them!-but she could feel them boring into her.

Accusing her. Warning her. He was going to take her in-.!

"No!" she heard herself yell as she leaped over the heads of stunned civilians. Somewhere behind her, the crimson figure executed his own leap, easily giving chase. His skills- Daredevil was better than her, even as a gymnast! There was no way she was going to be able to outfox him, not like last time-

She felt his gloved hand seize her by the hair, yank her head back. The Black Cat yelped in pain and whirled-

"AAARGH!!!" Daredevil cried.

Before Felicia knew what she had done, she had raked Daredevil's chest with the razor-sharp, retractable claws of her costume. The breast of the Crimson Crimefighter's costume had been ripped wide, the flesh underneath torn to shreds and flowing blood freely. Her eyes widened.

And then Daredevil had yanked his billy club from its holster. She did not see it coming, only felt warm blood spurt from her lips as he slammed it across her face. She rolled with the blow and tried to stand, only to be grabbed again by that iron grip.

"D.D! DON'T!". And Felicia thought: '..Peter-?'

Daredevil grunted as his fellow superhero slammed into him, hurling him across the mall's new, marble floor. His passage left a blood smear upon it, something for the janitor to think about in a few days, after the yellow police lines had been removed.

Spider-Man flipped, landed by the Black Cat's side. She attempted to stand again, felt Spider- Man's own hand on her shoulder now, but this grip was far more gentle, caring- Perhaps even loving. A firm order for her to stay down until this was over.

Daredevil rose, his teeth set like a dangerous animal's.

"I thought we were going to question her!" Spider-Man said. "Not beat on her!"

"She tried to run. I stopped her. She did this." Within the lenses of Spider-Man's mask, his all- too-human eyes widened at the bloody slashes across his friend's chest. What horrified him still more, however, was the loud warning of his spider-sense, telling him that Daredevil was prepared to bring the Black Cat in. even through his resistance.

"I'm bringing her in," Daredevil said solemnly. "Web her up or get out of the way."

"Not yet! I want to talk to her!"

"There's nothing to say. She's a thief."

"I don't believe that. I can't."

"I do. Get out of the way."

"Matt, listen, please-. 'Cat, go! I'll find you," Spider-Man suddenly said. It had been a swift realization. He still didn't want to believe that the Black Cat was guilty, couldn't, not yet- but in Daredevil's blind eyes, her time was up. And now. What?

Felicia scurried up from where she had been lying and ran for the doors. Daredevil leaped after her, his foot extended in a jump kick- but Spider-Man caught it.

Krak! Spider-Man felt a billy club crash against the back of his head and released Daredevil's foot, dazed. Daredevil responded by seizing him and, in a graceful judo throw, hurling his friend- turned-opponent across the white marble floor.

'Ow!' Spider-Man thought as he slammed into a box, bringing the Triumph Ferrari Lottery Booth crashing down around him. 'How did he-? I keep forgetting what Matt can do. My Spider-Sense told me that I was in danger, but I assumed it was his jump kick, just like he knew I would. He must've thrown his billy club before he jumped and let it ricochet, to catch me in the back.'

Spider-Man stood again amidst hundreds of lottery tickets, his thoughts continuing: 'Matt was trained by bonafide Kung Fu Action Hero ninjas, even if he doesn't have superhuman strength and power. I've got to remember that- and I've also got to remember not to let this get out of control! Matt obviously believes Felicia's taken up her old life of crime again, and he's only doing the right thing, bringing her in. But- I can't let her go, not yet! Not until I know!'

"Not until I know.!" he whispered. Spider-Man raised his hand and fired a webline, catching Daredevil's back with the gray strand. He gave a superhuman tug and yanked the crimefighter off his feet. "Hold on, Hornhead! I'm sorry- but I can't!"

"Peter-." Daredevil growled, but Spider-Man had already grabbed the webline firmly. With an incredibly powerful pull, Spider-Man hurled Daredevil through the air and then released the webline, letting the crimson crimefighter crash into the largest of the stone water fountains.

And then, Spider-Man was in the air, flying through the mall's doors, out into the darkness of the parking lot. And as he fired a webline and swung through the air, he thought:

'I didn't throw him hard enough to seriously hurt him, but will he forgive me anyhow? I just helped a criminal- an alleged criminal!- escape. Matt and I are supposed to help each other, give each other a hand when the going gets tough in this crazy world. That's what friends are for. But after this. I just don't know! One thing at a time, Pete m'boy! Find Felicia!'



Below them, the golden lights of traffic stretched out within the concrete canyons of the City That Never Slept. It produced a soft glow that illuminated the town as if it was daylight, even the top of the brownstone buildings that had ruled the neighborhood for years.

Spider-Man watched the traffic pass for a moment and then took a single leap, landing in a space enclosed by two gigantic gargoyles of stone. The Black Cat sat within its corner, a gigantic bruise developing on her face from Daredevil's blow.

"I was starting to think you couldn't find it," she said with a slight lisp. Her mouth. She was in pain, he thought, and he found that he wanted to strike Daredevil at that moment. But he was doing what he was supposed to.

"I didn't forget," Spider-Man said. She had left a message on her computer back at her apartment, reading 'Where Dreams Have Fun'. It had been a reference to that spot, where they had once often stopped to make out during the rounds. It seemed like a thousand years ago.

"So, now what?" she asked.

"Did you do what he says you did? 'Cat-.."

"Felicia. I don't care about the masks, Peter. We've known each other too long."

"Sorry. Did you?"

She was silent, but it was just as good an answer as any other. Spider-Man felt strength leave his limbs, as if he had been going ten rounds with Doctor Octopus or the Green Goblin, and sat down on the ledge next to her. ".Felicia.. Why?"

"I never wanted to be a hero," the Black Cat answered, and Spider-Man felt himself physically recoil at the sudden venom in her voice, the spite of it. "Maybe I even fooled myself into believing I truly did, Peter, but I didn't. I was just a foolish girl in love, trying to please you. There's nothing to bring a girl out of something like that than failing, though. I mean, you're married to Mary Jane now. Why bother? It was all an illusion."

"You don't mean that."

"Yes! I do! Maybe we all don't want to be 'Captain America', Peter. Ever think of that? Maybe everyone doesn't hold your ideals-!"

"Theft is wrong, Felicia. You know it and I know it. Trying to retreat behind Moral Relativism isn't going to change that. Now you can say that you didn't care and never did, and maybe I'll have to accept it, but that doesn't seem right either. I truly believe you changed."

"Hate to burst your bubble."

"Hate to burst yours. You're a good person, Felicia. One I used to love and maybe. on some level- One I still do. And I don't believe I was as instrumental in making you that person as you think. The only reason Daredevil doesn't agree- He's- You see-. Sorry. I can't describe it. Daredevil's had a different life from me. So have you. He was raised in a darker world, orphaned. I was raised by two wonderful, loving people, even if they weren't my parents. But despite the hell he went through in his life and the wonderful people that made mine, he and I both believe we're making a difference. And if people can make a difference in the world around them, I think they can make a difference inside of them too. I think you can."

"Good speech, Spider. Shows how noble, how loving, how wonderful a person you are," she said, ".Everything that made me fall for you. Doesn't really change anything, though, so what's the point? I robbed. You going to take me in?"

New silence, this time on his part. As good as any answer.

They stood and she walked expertly across the ledge, into his arms. Kissed him on the cheek.

And then leaped from the ledge, raising her taloned hands to throw a grappling line at a nearby flagpole. She would leap from there, execute a triple-flip onto a nearby rooftop and, from there, dive for the subway system. It was time to escape.

Spider-Man caught her foot as she jumped, pulled her back onto the ledge, and unceremoniously slapped her. She fell unconscious into his arms.

Now to bring her to the police station.

Just as soon as he was finished crying.

Felicia Hardy had been turned into the authorities.

He crawled along the outside of the apartment building, found the correct window. Within, Matt Murdock was shaking hands with a woman. The woman was dabbing her reddened eyes. She had been crying, but she was smiling now. No doubt another court success story due to the hero of the little guy, Counselor Matt Murdock, Attorney-At-Law.

The woman was shown out by the secretary. Spider-Man waited as the door closed behind her. He knew that Matt knew he was outside the window. The heightened senses of the man otherwise known as Daredevil were enough to pick up a fly sneezing. Well, if flies sneezed. Spider-Man didn't really know.

But Matt Murdock said nothing. No 'Come in, Peter', or even 'Make it quick, you damn traitor'. Nothing. The counselor returned to his desk, picking up a small stack of papers and returning to his computer to work.

'Oh, great,' Spider-Man thought. 'Even better. He's not speaking to me. Well, that's not good enough, Matt.'

The window was unlocked. With a simple push, it was opened, and Spider-Man leaped in. Matt Murdock did not lift his face to greet the tights-wearing superhuman in his office, a courtesy usually extended.

"Matt, listen. I did it. I turned her in. I- I just couldn't be sure-."

"Couldn't be sure? I'm a liar now, Peter?" Matt's question passed through clenched teeth.

"No! Come on, Matt. 'Cat and I- We had a history. It was hard-!"

"A history. You had a history with her. I'm supposed to accept that," Matt said, dropping the papers with hands that looked on the verge of shaking. "You think I haven't had to deal with something like that before, Peter? You think I haven't had to confront a loved one in this insane world of evil? I never told you about Elektra, did I, Peter?"

"No. No, you didn't."

"Don't think I will now. I know how it is, Peter. Leave it at that. But I never gave in. And if I'm strong, Peter, if I had that will, then so do you. I know that because I've always thought- In a way, I always looked up to you, Peter. Simply as a man who's taken everything- EVERYTHING-and still has the spirit left inside of him to snap a joke at the next psychopath who wants to mow down innocent people for whatever insane reason. What you did last night-!"


"I guess there's nothing more to say."

Murdock's face lowered once more to the paperwork, even though he could not see. It was a dismissal, an ending. Spider-Man stood for a moment, hoping that somehow one of them would say something to the other that would put everything right- Although he didn't remember doing it consciously, he extended a hand out, almost a gesture of peace-

-and then he closed that hand. Leaped through the window into the cold, cold world.

How could a man named Pyrrhus define the meaning of a victory at great cost, when he only lost nameless hordes of soldiers, numbers in his army- and Peter Parker, the Astonishing Spider-Man, lost two dear friends to find justice in that one night?

He'd have to meet Mary Jane at the car dealership in an hour, but at webslinging pace, he'd easily make it in fifteen minutes. Peter lay on the couch in full Spider-Man costume, save for the mask on the nightstand, watching television and trying to enjoy it. He needed the relaxation. He didn't want to be a jerk once he met Mary Jane, just because he'd had such a bad (hideous, horrible, terrible) night.

Of all the pain and misery, however, perhaps one thing hurt the worst of all: His back. It was itching like crazy ever since the scuffle with Daredevil. He couldn't figure out why.

"YEEEOW!" he suddenly burst out. There it was again! He leaped up in a blur of speed, bounced about the house as he scratched-

-landed on the dining table, exhausted, but the itching had stopped. What in the world-?

"Ah ha!" he said, jumping onto the carpet. A ticket had fallen out of his costume as he'd jumped about, a- Lottery ticket? 'Oh, the Ferrari. Of course. We must've pretty much ripped apart the whole booth. It must have slipped into my costume. No wonder.'

"-up next." the television continued to blare.

He picked up the ticket, grabbed the carton of orange juice from the fridge, walked back to the living room. The television had flipped to some sort of news break.

"-despite the disturbance, the Triumph Ferrari Lottery Giveaway continues as planned."

The television cut to a man in a tuxedo, with a scantily-clad woman behind him and several lottery balls jiggling about a plastic container. They were picking the winning numbers. Peter raised an eyebrow, sat back down. The orange juice was opened and drank straight from the carton.

".3..21. 9. !"

Peter glanced at his ticket and the next thing he knew-

Well, he sure hoped orange juice would come out of the rug, or Mary Jane would kill him.

"Well?" Donald Triumph hissed as he adjusted his tie. Below the stage, television cameras waited for the order to begin recording and a crowd of expectants began to grow antsy. The executive shook his head and Donald Triumph cursed. Nobody had stepped forward to claim the Ferrari. The winning number, for that matter, had probably been lost during that scene with the superheroes, damn them all.

His grand opening! Ruined! Because a few superheroes had to fight it out! Perhaps moving his latest in a chain of malls to New York City had been a bad decision after all. The insurance alone was going to kill him.

"Look, Sir, maybe if we pick the numbers again-.." one of his advisors began.

"No! No, no, no!" Donald said. ".Yeah. Yeah, we'll do it. I can't believe that. I should sue those tights-wearin' punks for all they're-!"

"Look!" "Up there!" "Wow-!" ".Is that really-?" "-at the mall-!" "SPIDER-MAN!"

Donald stopped rubbing his temples as, with a loud thump, the Webbed Wonder landed perfectly on the stage, a ticket in hand, and jovially said: "Sorry 'bout that, Pal. Traffic was a nightmare!"

"You!" Triumph growled. "You ruined my opening!"

"So this would be a bad time to give you this?" Spider-Man asked, tossing the ticket lightly into Donald's hands. The reddened face looked down at the numbers that now rested in his fat palm, then heard Spider-Man's laughter, muffled by the red mask. And then he smiled.

"Well- WELL-!" Donald laughed, "Ladies and Gentlemen! Get ready to roll! It appears we've found our winner!"

He whirled and jogged quickly to the camera men, ordering them to prepare to roll the camera. Excited whispers began to drift through the audience. Spider-Man sighed, slightly nervously, felt a finger tap him on the shoulder.

He turned. A small man in horn-rimmed glasses smiled up at him.

"Mr. Spider-Man?" the man asked.

"That's me," Spider-Man said, and then took the forms he was given. "What are these?"

"The ownership forms. If you'll just fill out the information."

"Sure thing! Let me just see here. 'Name'. 'Spider-Man'. 'Address-'. Wait a sec. I can't fill this stuff out. I've got a secret identity to protect here!"

"Sir, without this information, this won't be legal. I know you understand, Sir. Sir? Er, Sir, you're scaring me a bit. Are you alright? You seem- er, Sir? Say something?"

The man adjusted his bowtie nervously as he continued to watch, then grimaced. "Sir! Really, Sir! There's no call for that! Sir-? Sir, please, stop banging your head agains the- Sir!"

Spider-Man fired a webline, swung away. So much for that.

Later, he and Mary Jane filled out the forms for a used Toyota.

Astonishing Spider-Man
Writer: Ben Kaine
Editor: Paul Hahn


The New York Temporary Containment Facility, a prison for superhuman criminals.

"Max Dillon. Someone to see ya, man!" Jacob said. "Guy named 'Flint Marko'. Care to talk?"

'Flint Marko,' Max Dillon thought, getting out of his cell's bed. 'An alias of. the Sandman!'

Jacob smiled at Max and led the way down the hall. Max appreciated Jacob, liked him. Jacob was a young guard. He had barely been on the job for six months. That meant he was inexperienced, sure, but he also hadn't lost that basic faith in the good of people. People such as Max Dillon, "Electro", a man who had gained the ability to generate and wield electricity. Max Dillon had finally decided to go straight, however, and people like Jacob were an invaluable support.

Max remembered what Jacob had said to him once. "If any of your old villain pals come knockin' and ask you if you want to be sprung, you just say 'no', Mr. Dillon, and then you come tell me. Did you know that people like you have been freed for doin' things like that?'

Nice kid. Max entered the private visitation room, finding William Baker-the man who had labeled himself 'Sandman'-waiting for him at the table. Jacob closed the door behind him.

"Hey there, Max. You're lookin' good," the Sandman said.

" 'Flint'. How can I help ya?"

"Is it true, Max? Are you really lookin' to go straight?" the Sandman asked.

"Yeah. I am," Max said. "Why are you here, 'Flint'? If you were the Hobgoblin, the Chameleon, or any other jerk supervillain I've met in all these years, I'd know. I'd tell you right now. 'I don't want to be busted out', I'd say. But you? You turned straight when we were both a part of the Sinister Six. You refused to get caught up in it anymore. So what-?"

"I- wanted to offer a hand," the Sandman said. "Yeah. I went straight. Now I'm with Silver Sable, and my life couldn't be better. No more guilt, y'know? Clean work. And when I heard about ya, Max- I asked Sable for a few days of vacation time and came up here to see if you were serious. And if ya are- Well, I can't tell you there's much I can do for ya. I can't exactly help you get out of here with my connections or anything. But I've been in your position. Can name a few others who have, too. Yer not alone. The Molten Man, fer instance. He was just like us, always fighting those types like Spider-Man, but he went straight. So- I dunno. This is kinda hard for a guy like me. But if ya'd like to talk."

"Appreciatin' it, 'Flinty'. an' I mean it," Max said. "But I don't wanna talk. Not right now."

"Alright by me, Max. But take this, alright?" The Sandman set a card on the table.

Max picked it up. "'Sable Industries'."

"It's got an address. Ya just address it to William Baker, care of Sable Industries. If ya ever need to talk, if ya need help-"

"Got it," Max said, putting it away. They stood as the doors opened again and guards entered.

"Guess that's it, then," the Sandman said. "Seeya, Max."

"Yeah. See ya."

"Hey, Max?" The Sandman's final words to him: "What yer tryin' to do? It's worth it."

Max Dillon was escorted back to his cell by Jacob. The cell door shut behind him, but Max didn't bother to look. He sat on his bed, sighed.

"That how it goes?" the Wrecker asked from the cell across the hall. A gigantic man, with the strength of a god and the brain of a common bank robber, Max thought. He frowned at the Wrecker and then turned his attention back to the ceiling.

"You wimp," the Wrecker said. "Ya get your butt handed t'ya by Spider-Man a few times, even with the help o' five others. Hell, ya lose to Daredevil. And now what? Ya decide to go straight? To 'be somebody'? Ha!"

"Says the man beaten by the Avengers," Max Dillon said. "With how much help-?"

"Earth's Mightiest Heroes, you little punk. I ain't got a problem losin' to them," the Wrecker said. "They're good. It was a fair fight. But ya know what? Doesn't bother me any. Know why, you little punk? 'Cause I know that the Wrecker's comin' back! I'm gonna keep comin', punk, and there's nothin' they can do to stop that. I'm gonna be the man who killed the Avengers. Crack their skulls open, all of 'em-! I'll be somebody then, but you? Assumin' you ever get outta here, you're gonna be a lil' 9-to-5 Office Nobody!"

"At least I'll have respect," Max said.

"Respect? Little Boy needs Respect before he stops cryin'? Lemme tell ya somethin', Max. You had respect as Electro. Ya had my respect, the whole Wrecking Crew's. You were next on the list t'be recruited for the Masters of Evil, but the Boss cut us off there. The Red Skull, man! The Red Skull's got you on file! He's heard your name! We all have! Electro was always considered one o' the badboys in my band and in a hell o' a lotta others! Why do you think Doctor Octopus asked ya to join the Sinister Six so long ago? 'Cause you were dangerous, man! You were deadly! He wanted you on his side! You weren't 'Nothin' then, man! Only now! Now you're a shrimp behind bars-!"

"Hey!" Jacob the Guard cried. "Shut up!"

"Think about it, Punk. Think about it real good-"

"Be quiet! He doesn't need to be hearing that!" Jacob said. "That man's got something you may never have, Sir. Maybe you should take notes from him!"

"Thanks, Jacob," Max said. "Now lemme be, alright? I'm gonna get some sleep."

Max Dillon turned over and slept. but something in his breast had stirred as he had listened to the words of the Wrecker-!

"Think about it, Punk. Think about it real good-!" the Wrecker had said. The Wrecker hadn't stopped there. Sometimes Jakob would tell him to shut up, but the Wrecker kept talking to Max Dillon in the night, even when he pretended to be asleep. It continued throughout the week.

"Why don't you fight for yourself? Stand up!"

"Crummy loser is what you are now. You were Somethin' before! Somebody!"

"People feared Electro, man.. Not Max Dillon!"

"Come on! Get up!"

"I saw the Hell Sister talkin' trash to you in the lunchroom yesterday, Punk. Shoulda beat-!"

"That guard tripped you. Why didn't you slug 'im?!"

Lunch in the New York Temporary Containment Facility. Those who an entire army could not bring down, mixed with a number of superpowered criminals who were hardly impressive, moved through the lines and sat at their usual tables, some of them talkative, some of them barely giving each other grunts. Max Dillon, as always, sat at the Rejected Table, as the Honor Code entailed.

There was an Honor Code in the prisons. Not a great one, but even amidst the criminal element of Society, there were certain things that were looked down upon, even hated. A child rapist would find no friends within a prison any more than a cop would. Max Dillon, his crime wasn't as great, but it was still a damnable one. He had gone straight.

It put Max Dillon in a bad situation. He sat daily at a table where, if you hadn't decided to go straight, you were most likely just short of Solitary Confinement, a psychotic. The people who sat about him fortunately rarely said a word to each other, but it was still awkward and it made Max Dillon's flesh crawl. The unspeakable things that some of these people had done were far worse than Murder. They had destroyed Lives, but had not humanely ended those lives. No, they had left their victims to weep, scream, perhaps take their own lives later down the line.

All the better that they didn't talk, then. Max Dillon might have been so enflamed by the horrible words they'd say that he might have hit one of them. Max was no stranger to violence, but the shackles he always wore kept him from using his ability to lethally wield electricity, and that meant he'd only have his fists. That's where it got hairy. He wasn't a wimp, and throughout the years of his criminal career he'd learned how to defend himself quite well, but against a dozen or more psychotics? Hairy, indeed.

And so he ate in silence.

He jumped. A hand grabbed his shoulder.

"Hey, Max. Lookin' good."

"Go away," he said. He said it every day, but the hand didn't leave. The Hell Sister, as the homosexual rapist was called, never did remove his hand. The pyrokinetic only smiled at him.

"Whatcha say, Max? Dish duty with me today? Could be fun."

"Said go away."

But the tray landed next to his, and the Hell Sister took a seat, his crooked smile still wide. He always did take a seat. Max swallowed another bite of cold food and sighed. The Hell Sister was still talking, but he had succeeded in half-blocking it out. The usual words. 'Loser' was the only one repeatable in any publication that wasn't rated for 'mature audiences'.

"Shut up," he said off-handedly, and then he realized he'd said it. That was something he never did say. Usually, he simply- Took it. Where had that come from? Wait- The Wrecker. That was it. Last night, the Wrecker had said it. 'You should tell him to shut up! Shut up! Just like that, man!' It had wormed its way into his subconscious, he supposed, but it didn't matter. Nothing would come of it-

The fist slammed into Max Dillon's nose and he fell backwards, landing hard on the floor. The Hell Sister snorted and followed up, giving him a solid kick in the ribs. Max coughed, groaned.

"Whatchu say to me?" the Hell Sister asked.


"That's what you are. I asked what you said."

"I. I'm not nuthin'."

"You're right, Baby. I'm sorry. You ain't bad. Bet you'd be good, as a matter of-!"

"Shut up!"

Another punch connected to Max, but it didn't matter. Guards were on the way. He could see them running to take the Hell Sister down, probably back to Solitary for a month. No problem. Didn't matter. That was how respectable men did things. They let the police handle it.

"Alright, Sister, back it down!" a guard yelled.

"Oh, come on- I was just-!"

"I said back it down!" the guard growled, to which there was a mumbled "Yessir". The guard grabbed the Hell Sister's collar roughly, turned him about. They'd be making him leave. Electro took a deep breath, stood and wiped the blood from his nose. He'd won. Respectably.

"What do you think you're doin', Punk?" the guard spat at the Sister. "Told you not to pick on the wimps. You stupid little jerk! Think you can just play 'round with the worms, eh? Got news for you, Son, when I'm done with you, you ain't gonna have a backbone!"

"Hey. Hey, I'm not-!" Max Dillon stuttered.

"Back it off yourself, Dillon. Sit down and shut up. C'mon, Sister, you're going with me."

Max opened his mouth to object, stopped as he realized that the eyes were upon him. All of them. The other prisoners were all looking, watching him be humiliated. The officer, the Sister, they were all bad-mouthing him, and soon the others would too-

Eyes upon him. The Wrecker's eyes. Max knew that he was watching, too. And he realized, at that moment, that he did have respect. But it wasn't the respect of anyone here. It was the respect of some-. Suburban idiot..! .working a nine to five existence! But the prisoners, the officers, anyone with any power in the world- They didn't respect him. They didn't respect Max Dillon. They respected Electro.

"Fine," he whispered. "Hey!"

"What?" the officer muttered. "Thought I told you to sit-!"

Electro's boot crashed into the guard's gut at that instant, knocking the wind from him. The Hell Sister's jaw dropped in surprise at the action, then there was a smile.

"Hey, nice goin', man-!"

"Glad you liked it," Electro replied. The punch loosened the teeth within the Hell Sister's mouth, but it didn't make the big brute fall. The Hell Sister's face immediately turned red again, angry-

"You want some now, Sexy? You wanna fight?" he growled. "You just put down the only safe thing you had! Hear that, Sexy?"

And then, those huge arms had embraced Electro in a crushing bear hug- "I'm gonna kill you!"

The Hell Sister's eyes went wide, his jaw slackened again. He and Electro stood together in that position, as if frozen in time while the other prisoners began to stand, their faces full of confusion. All of them, that was, save for the grin of a Wrecker.

"Hey- What?"

"They're like-!"

"What's wrong with the Sister? I don't-!"

"Frozen. or somethin'-!"

The Wrecker's grin broke into a smile. What shocked Electro was that he was smiling too.

There was the loud crashing sound of a dozen guards invading the lunch room, armed to the teeth with the latest in superhuman containment technology- But they were too late. The Hell Sister finally released Electro and fell, dead.

"He electrocuted him-!"

"How'd he-?"

"Control, Dillon's somehow pushin' past his absorbers-!"

"Pull back, pull-!"

"Dillon's a worm, Boys!" Electro laughed as the pure power crackled about his body, illuminating the entire lunchroom in a bright glow. "You're talkin' to the first man they see when they want someone dead! You're talkin' to Power, you hear me? You know why they come to me first? You know why I'm the man whose name makes parents take their children off the streets?"

The prisoners were running now, attempting to find cover- Any cover at all from the storm-

"'Cause I'm SOMEBODY, you punks, more than any o' you'll ever be. I'm ELECTRO!"

The guards began to scream. One officer among them advanced, regardless of the electrical storm, braving all odds- His name was Jacob and he was a blackened skeleton.


Amidst cries and chaos, the Wrecker was clapping.

"And I've just started!" Electro grinned.

The guards charged then, firing their repulsor guns, barraging him with a sea of firepower that would, eventually, bring him down. but from that time on, most of the inmates, they'd have this little gleam of fear in their eyes when Electro entered the lunchroom, even though he had new, state-of-the-art power absorption shackles on, calibrated to handle power far higher than before-

-'cause nobody in that prison, they didn't believe for an instant that Electro couldn't break through those shackles. No, they all knew he was waiting to get out, to get back to New York City. It'd be Pay Day, then. Yeah. Pay Day.

Electro, he was gonna collect. The only question was when, 'cause you knew that with a big player like him, it was only a matter of time, you know.

Turned out, it'd be one year, but Electro, he was patient.

Next: Electro busts loose in Astonishing Spider-Man #14!