With Elisha Cuthbert as Felicia Hardy & Kirsten Dunst as Mary Jane Parker

Peter Parker was in high spirits, as he swung from rooftop to rooftop high above New York City. Tonight has gone especially well. He put the Shocker back behind bars without getting himself fried in the process. But even more on his mind was his partner this evening, Felicia Hardy aka the Black Cat, who was swinging alongside him.

He didn't get to spend a lot of time with his adventurous ex-girlfriend as he would've liked to. Being married to Mary Jane Watson saw to that. The supermodel redhead had an insecure streak about her and always saw Felicia as a rival. Her worries were not unfounded as Felicia made her attraction to Peter very evident in everything they did. Until tonight Pete always had to reassure MJ that his dealings with Felicia were purely professional, although he'd be lying if he didn't admit to himself there was more to their partnership than just crime fighting. She was 5'10" of complete sex appeal. She was his high school fantasy come to life.

There was more to it than just looks of course. Spidey was married to a supermodel after all who was by most standards an equal to Felicia in the looks department. The difference between the two was personality. MJ was dependable, loving, and a pillar of support. Felicia on the other hand was wild, vivacious, independent, and unpredictable. As he crossed above 32nd street he could understand MJ's feeling of insecurity and why she didn't care for him spending time around "that tramp".

Tonight was different though. MJ was across the country for several weeks shooting a movie in Hollywood. As an actress trying to break into the 'biz, she had to take this role on short notice. It was an action film, with the potential to kick start her career into superstardom. Thus Peter was left to his own devices. A short phone call later and Felicia was over, ready to "fight crime...." as well as flirt with Peter every step of the way.

Which brings us back to tonight. Black Cat swung ahead of Spider-man and motioned for them to stop on the roof of a Starbuck's coffee shop.

"That was amazing earlier. I think you broke Shocker's nose... twice if that's possible," said Peter. Across the roof Felicia was stretching the stiffness out of her back. The way she arched her back and heaved her breasts towards Spider-man while running her gloved fingers through her platinum blonde hair was almost certainly meant to arouse Parker as much as to stretch out. The moan put it over the top and Peter was worried his spandex suit would reveal something embarrassing to his Ex.

"That was no big deal really, now the way you danced around his blasts then webbed him to the roof of that warehouse, now that was something." She walked towards him, ran a finger across his chest, then spun around behind him and put her mouth right next to his ear. "It looks like your still excited" she said in a low seductive tone.

Peter was happy he was wearing a mask, because his face was certainly red with embarrassment. "So, uh, why did we stop?" he stuttered. "You in the mood for a Double mocha light espresso vente latte? I don't care much for this Starbucks, how about we go to the one across the street?"

"Actually I was thinking we could head back to your apartment for a coffee. I seemed to have forgotten my purse at home", she said.

"Oh its no problem I got it...." he started, but quickly felt fairly dense when he reached for his wallet and remembered his costume didn't even have pockets. "Oh, uh, heh, my place it is then."

"Race ya there Spider." said a grinning Felicia as she ran and jumped off the ledge and deployed her grappling hook that allowed her to travel the city alongside Parker.

Peter stood there for a moment wondering what he had done. He wanted to be faithful to MJ. He owed that to her. "Just one coffee then I say goodnight." he whispered to himself. Still he couldn't help but to admire her figure as she swung away.

A short time later they entered his apartment. "I don't have any of that gourmet stuff to offer," he said as he took off his mask and tossed it on the couch, "I'm kinda on a budget. JJ isn't cutting down payments all around at the Bugle." Felicia frowned. She had originally broken up with Peter because she found his non-web slinging identity to be a bore. Snapping photos for a low wage isn't how a superhero should be living. However, over time she came to respect and care for Pete as a real person, not just as a costumed crime fighter. He didn't look too bad either, she thought as she watched his spandex covered ass walk into the kitchen.

Her attention shifted to small end table next to the doorway and she winced. There was a picture of Pete with MJ. "Mary Plain" as Felicia often referred to her. By the time Felicia realized her deeper feelings for Peter, some airhead floozy his aunt had hooked him up with had already snatched him up. She couldn't understand what he saw in her. Sure she was attractive, but that was about it. She was.... well... boring. Little more than a piece of eye candy who gets kidnapped every other Thursday by one of Spidey's enemies. Worst of all, the bitch was coming between them. Apparently she'd rather have Pete fighting people like The Rhino and Doctor Octopus alone than having someone watching his back.

Just as her temper was starting to rise, Peter returned to living room with two smoking mugs. "You take yours with cream and sugar right?" he asked.

"Actually I changed my mind. You know I hate to ask but would you mind if I crashed here tonight? My apartment building is being renovated and I won't be able to sleep tomorrow through the noise." Felicia wasn't completely lying. They were painting the hallway.... 4 floors down.

"Well, uh, I don't... well the couch does pull out into a extra bed" he stammered.

"Perfect! I'm going to wash up. I don't suppose you have something I can change into? This thing is a bit snug," she said, motioning to her costume that showed off every curve, as well as a fair amount of cleavage. Before he could answer she walked past him towards the bathroom.

For the second time tonight Peter asked himself "What am I doing?" He went in the bedroom and grabbed a pair of MJ's blue silk pajamas. When he knocked on the bathroom door, it opened just enough for a bare arm to reach to take them. Her fingers caressed his as she took them and again he felt himself getting aroused.

With the sound of the shower running in the other room, Peter paced around his small living room. He asked himself if he's really going to let himself be unfaithful, then wondered how he could avoid it, or if he even wanted to. He and MJ had settled into a routine, or as much of a routine as a superhero would be allowed to have. These last few nights, while mostly innocent, had been the most exciting he has had in a long time. But the memory of being dumped, and even worse, of being called "boring" still lingered in his mind.

He wandered into the bedroom and picked out something to sleep in. In the other room he heard the water go off, Felicia would be out in a few moments and he needed to make some tough decisions. As he took off the top portion of his costume his spider sense began to tingle. Seconds later he faintly heard the doorknob begin to turn. Quickly he ran to the living room, prepared for a attack from god-knows-who. However he was surprised to see it was MJ!

The redheaded bombshell was wrapped in a long leather raincoat. She rushed through the doorway into Peter's arms. Without a word she kissed him deeply for what seemed like several minutes. Forgetting his situation, Peter asked "Hey! You're back! Is everything alright?"

"Everything is great! Well, sort of. The director had a family emergency so all shooting is postponed for the week. Oh, I missed you so much. I took the first flight out." Her voice became low, seductive. "You know Tiger, from the looks of it you've missed me as well." She looked down at his erection with a wide grin. "Lets go lay down and you can show me how much."

Right then everything came into place in Peter's mind. He suddenly went rigid, but even if he could think of a way out of this, there was no time. MJ's face lit up into shock, then rage. She was looking past Peter to the woman standing in the doorway, drying her hair. Felicia Hardy! In MJ's pajamas no less! Her attention turned to Peter, then to his bare chest.

"What the shoot is going on here?!?", she demanded. "What is that little slut doing here, and in my clothes?"

"Well, you see she.." began Peter, but Felicia cut him off.

"I'm not sure who you're calling little, this top is a bit small for me." answered Felicia, who was clearly baiting MJ with the boob reference.

"Then maybe you should drop a couple of pounds, skank!" came MJ's sharp reply.

Peter turned to Felicia to try and stop her from replying, but he was momentarily stunned. She looked great. Her hair still somewhat wet, hung down past her shoulders and to the middle of her back. The pajamas were indeed a bit snug in the chest area, which only made her look even more seductive. Felicia was only about two inches taller than Mary Jane and about 10 pounds heavier, but she was all lithe muscle. And it wouldn't be a stretch to imagine that most of those 10 extra pounds she had on MJ were in the chest.

"Stop staring at her you asshole!" Mary Jane's shout snapped his attention back to the situation at hand.

"I'm sorry MJ, its really not how it looks. Shocker was loose and we..." again he was cut off mid-sentence.

"Oh don't worry Peter. I know how she is. She can't get a decent man of her own so she preys on other women's husbands. For too long I've had to deal with her always trying to get you back whenever your vulnerable. Well it ends tonight."

"Is that so? Is the house mouse going to do something on her own for a change? Listen girl, Pete and I never should have broken up in the first place. Obviously he let his standards go since then." said Black Cat, wide grin on her face. Mary Jane's fist clenches in rage.

"Pete, get this skank out of our apartment now before I put her out on her fat ass." growled the redhead. Peter wanted to diffuse the situation, but wasn't quite sure how.

Before he could offer anything Felicia chimed in. "If Mary Plain wants to have a go, I say let her. But I'm warning you, there's a reason Peter trusts me with his life and trusts you with his laundry. You are going to get hurt bitch."

That was more than MJ could stomach. She rushed towards Felicia but was only stopped by Spidey's outstretched arm. Despite being able to bench press somewhere in the 10 ton range, Peter had trouble restraining the fiery redhead. Eventually he managed to back her off a bit, despite more taunting from Felicia who was still leaning against the open door frame.
"I'm not fucking around, Peter. I'm going to beat her ass here and now." said MJ.

"The 'damsel in distress' is making a stand? Pete seriously what do you see in her aside from a big pair of fake tits? She's right though, its time we settled this." mused Felicia.

"Please stop this, you know she's no match for you..." Peter instantly choked on those words. He had, of course, meant in a physical confrontation. However both ladies took it out of context.

"I knew you felt that way. It so good to hear it said out loud." said Felicia, grinning ear to ear.

MJ, on the other hand, looked more pissed than ever. "Thanks for the vote of confidence you asshole! You know I've been taking self defense classes. Not to mention kickboxing. Right now we settle things. After I beat your ass I want you out of our lives. Forever."

"As if you could, but I don't want Pete to come to the rescue, as usual, once you get in trouble." With that said she went to the bedroom and retrieved one of his trusty web shooters. She returned, walked to Pete and a fuming MJ, and directed Peter to turn around. She used the device to web his hands behind his back. Then turned him back around so he was facing her. She moved her face within a few inches of his and whispered, "After tonight you'll get to see everything you've been missing out on." With that, she pushed him back onto the couch.

Everything was happening faster than he could process. Dealing with ruthless maniacs and super powered creatures, he could deal with. Women were another story. At last Peter just gave up and decided to let whatever happen to happen. He had screwed up royally tonight and was powerless to alter the course of these events. Besides that webbing would hold even him tight for at least 45 minutes before it would dissolve.

He watched helplessly as Mary Jane removed the raincoat and readied herself for the fight she had secretly wanted since before she ever even married Peter. One look at her though and he remembered WHY they were married. She was a complete knockout. Dressed in a black tank top that was cut to show a bit of her well toned belly and a pair of skintight low rise purple jeans, it was obvious she had spent time in California. She was tanned perfectly and her green eyes accented her red hair in a way that drove Peter wild.

'This skank is nothing' she thought to herself. She wasn't in the least bit nervous about Felicia's reputation as a skilled fighter. MJ was no slouch herself. She spends hours in the gym working on her cardio, plus she had been taking classes both for personal defense and for action roles, such as the one she just landed. Besides Spidey does most of the fighting anyway when he and Black Cat do go out. Felicia was nothing more than a groupie who tags along with Pete and occasionally gets to finish off a mugger after Peter has done all the hard work. Well she'd be damned if some wannabe was going to take her man.

"Last chance to scurry out of here, it'd be a shame if I damaged those plastic tits of yours. Lord knows they are the only thing you have going for yourself.", taunted Felicia, again aiming her barbs at MJ's chest.

Mary Jane"Its just a shame I'm going to get blood on my favorite silk pajamas." Not giving her a chance to reply, she rushed her hated rival, hands outstretched reaching for her throat. Felicia saw this rush coming, and hoped for it. She sidestepped her at the last possible moment and brought her knee up from the side into MJ's expose stomach. MJ's lightly toned abs offered no protection as all the air rushed from her body with a low "Oof". Felicia stepped back and let the bent over MJ stagger past her. To add insult to injury she placed her barefoot on MJ's ass and shoved her forwards onto the carpet. MJ collapsed and her left hand was barely able to come up and block her face from hitting the ground.

Felicia sauntered over and kneeled down beside Mary Jane. She brushed the red hair away from her face and grinned at the sight of her rival trying to regain her wind.

"Well this went about as long as I expected. Come back tomorrow for your things sweetie. Better make it late in the afternoon because Pete and I are going to be up late." With that she patted MJ's cheek twice, stood up, and turned towards Peter. "I don't know how you put up with someone as helpless as her." she laughed. She covered the distance to Pete in a couple of steps and straddled him, as he lay helpless on the couch, taking notice of his raging hard on.

"Thanks for going easy on her. I really didn't mean for all of this to happen Felicia. But what happens now?"

"Now I claim my prize." she said as she slowly leaned towards his face to kiss him. Pete closed his eyes and readied himself, but when she didn't immediately make contact he opened his eyes to see her face contorted in pain.

MJ had apparently recovered, and was given a 2nd wind (literally) at the sight of her husband being seduced by this bitch whom she had come to hate. She grabbed Felicia by the hair from behind and yanked her clear off the couch. Still holding on to the platinum blonde locks, she dragged Felicia on all fours towards the middle of the small living room. Felicia yelped as her scalp was being ripped and it was all she could do to keep up with MJ. When Mary Jane had her centered in the room she quickly snapped a quick kick into Felicia's ribs, which knocked the blonde over onto her side. Quickly she sat on her stomach while Felicia held her bruised rib.

"Now you'll learn to stay the shoot out of my life!" she yelled clasped her hands around Felicia's throat. She gritted her teeth as she started to squeeze the life out of her. Felicia's eyes went wide as she grasped MJ's wrists, trying to fight her off. On the couch, Spidey watched in horror. He knew MJ had a temper and was worried she wouldn't stop at merely knocking Felicia out.

It wouldn't come to that though, as Felicia was able to kick her legs up and wrap them somewhat around MJ's body. She dislodged the redhead and both scrambled to their feet. Both were a little more cautious of each other now and neither was rushing in towards the other.

"Looks like I underestimated the little homemaker" said Felicia as she massaged her throat.

"That was just the beginning of a very bad night for you, slut" replied MJ.

They circled around each other for a moment before Felicia put a hand out overhead, to challenge for a test of strength. MJ, confident in her gym sessions, accepted and they locked fingers, first with one hand then with both. Both strained to push the other down, to bend down her fingers and humiliate the other in front of the man they both loved. As their interlocked hands went out to the sides, their chests came together and another battle took place. Their faces inches apart, contorted in exertion. Neither wanting to lose the test of strength or the breast fight. On the couch, Pete felt like he was going to explode. For the first time ever he wished he had designed weaker webbing.

After a few moments of struggling back and fourth, the better conditioned Felicia began to get a advantage. MJ's fingers were being slowly and painfully pushed back and her chest was being engulfed by her slightly larger opponent's. Soon she broke off the tit war and went down to one knee. She tried to free her hands but it was useless. Felicia, still straining, grinned down at her. MJ let a whimper of pain escape right before Felicia unexpectedly she launched a kick into MJ's prone belly, and for the 2nd time tonight, knocked all the wind out of her.

Not releasing her finger lock, Felicia forced MJ onto her back and easily overpowered her. Now it was Felicia sitting on MJ's stomach. She released the painful finger lock only to fire a slap across MJ's cheek that echoed through the small apartment. MJ's mouths opened in shock as she instinctively brought her hands to her redden cheek. Felicia took this chance to grab MJ by the wrists and force her arms out past her head. Leaning forward to fully extend MJ's arms, Felicia breasts were lightly brushing MJ's face. Felicia held this pose as she looked up towards Peter, who by this point was having trouble forming coherent words. She grinned at him, noticing how her domination of his wife was obviously making him very excited.

"I'm not done with her yet, Spider", she purred. Beneath her MJ's struggle became fiercer. She was kicking her feet and straining to free her arms, not to mention struggling to keep Felicia's breasts off of her face. Black Cat sat up and positioned her knees over MJ's arms. Not wanting to miss a chance to gloat, she began running her fingers through her hair and looked down at the pinned MJ. "What to do with you now. I could let you walk out but-" before she could finish, MJ cut her off.

"Shoot you! Get the shoot off me!" yelled Mary Jane, who was attempting to dislodge Felicia with her legs the same way she had been pulled off earlier, but without success.

Felicia pursed her lips in a mock disappointed pout. "Guess I'll have to really lay into you then...." she suddenly brought both hands down in a vicious hammer like blow to MJ's breasts. MJ began to scream but found she didn't have any voice in her.

Felicia quickly stood up, and grabbing MJ by her trademark red hair, pulled her to her feet. MJ clasped her wounded breasts as Felicia sneered. She pulled MJ's tank top up over her head, leaving her completely defenseless before firing several thudding punches into her ribs. After about six punches she removed the tank top entirely, leaving MJ in a black lacey bra. Felicia giggled as she waved the garment over her head and tossed it to the far side of the room.

Mary Jane had trouble breathing, let along fighting back. She realized that this fight was quickly moving out of reach. She glanced over at Peter and saw how obviously excited he was. She could expect no help from him physically because his hands were bound, of course. But now she saw he probably wouldn't step in, even if he could. Felicia turned her attention back on MJ, who was somewhat starting to collect herself. Mary Jane brought her fists up and got in a boxer's pose.

"You can't be serious." taunted Felicia, who mockingly took the same pose. MJ threw a jab that Felicia easily caught. In one fluid motion pulled MJ into her by her arm, spun around behind her, and pulled MJ's arm up her own back in a painful hammerlock. With the slightest effort she pushed the arm up MJ's back and elicited a painful cry.

Then she got a nasty idea. She directed MJ across the room, pushing her along and twisting her arm up whenever she attempted to resist. Finally they stood facing a wall, about five feet away. Felicia then drove forward with all her force and smashed MJ chest first into the wall. Her chest was flattened against the unforgiving wood, and her face bounced sharply off of it as well. The blow had enough force to shake the hanging pictures. Blood from her nose and lip trailed through the air. Without hesitating to admire her handiwork, Felicia turned MJ around and pushed her against the wall. Felicia braced her hands against MJ's shoulders, which were the only thing holding her up.

Felicia grinned yet again, MJ's nose was obviously broken. Blood ran down her face on chest. Mary Jane had a glassy expression on her face, like she was near passing out and not fully aware of her surroundings.

Not wanting to let several years of frustration play itself out already, Felicia brought her leg back slowly then shot it forward in a brutal knee to MJ's womanhood. MJ's eyes widened in shock, her mouth formed a perfect "O", and she slowly slid down the wall to the ground, holding her wounded crotch.

Felicia was really starting to enjoy herself, and as she noticed, so was Peter. Not wanting to disappoint him, she bent down dragged MJ by her legs until she was completely laid out, she holding herself and now finally out to get out some whimpers. With little effort she swatted away her hands and undid MJ's pants. They slid off leaving MJ completely naked except for a bloody tattered bra and a frilly thong she had been wearing. Sobbing and wracked in pain, MJ could do nothing to stop herself from being stripped.

"Honey you really don't have the body for that." said Felicia, who was now standing over her and using her toe to pull and release the thong strap. Her only response was a barely discernable "bitch" that came out between sobs.

"That's not very nice. But I think I'm done with you. Pete and I have so much to catch up on. So you'll have to forgive me if I show you out." Felicia bent down, pushed MJ over onto her belly, and grabbed the back of her bra and thong, then in a impressive feat of strength picked her up by those and began to carry her towards the door. MJ hung there limply as the thong dug in forming a vicious wedgie, disappearing into her ass and painfully grinding into her already devastated pussy.

After about 4 feet of being suspended, the bra eventually snapped and MJ fell face first to the floor. Felicia continued to drag her just by the thong for several feet until that also broke. With a mock sigh she tossed the destroyed underwear off to the side and grabbed two handfuls of red hair and pulled her the rest of the way.

Once out in the hallway of the apartment complex, Felicia kneeled down and put her face very close to MJ's. "I hope you can understand me bitch. Its over between you two. I'll have the papers sent to you whenever I get around to it. In the meantime I dont want to see or hear from you." Felicia glanced down at her own chest. MJ's broken nose had bled onto the pajamma top at some point. "Well you were right, you did get blood on your pajammas." she said with a laugh. Then she stood up and walked back in the apartment, leaving a naked, bloody, humiliated, and single MJ in the hallway. She felt like a million dollars, and smiled at the thought of what she'd be doing with her new superhero boyfriend.