“Oh oh…who is Eminem!”

The older man sitting next to him snorted.

“I don’t know who that is but if it ain’t ‘Who is Aerosmith’ then I’ll eat my hat.”

The contestant on the game show buzzed in, repeating the exact question that the older guard had just said.

“That’s correct!” said the host as the audience burst into applause.

“Ha!” the older man said, tapping the tv screen with his finger. “Told ya!”

“Whatever, Frank,” said the younger guard. “Everyone knows all the best music came out in the two thousands anyway.”

Frank snorted again.

“If you can call that musiic…you wouldn’t have any of it without the rock legends who came before!”

The clock on the desk beeped, flashing “11:00 PM” on the screen.

“Time for a walk, kid,” Frank said, shooting a thumb toward the door.

“Yea yea, I’m going,” Mike said. He grabbed the flashlight and his phone and stepped out into the museum. It was a night like any other: four tours at two hour intervals, and a bunch of playing on his phone or watching TV with Frank. Not exactly where Mike hoped he would be in his life after college, but he needed a job and this company was hiring.

“Alright, let’s get this over with.”

He had walked the same tour path many times, starting from the left and working his way toward the right wings. He whistled to himself as he shined his light on the various exhibits on display. He remembered coming here many times as a kid and dreaming of sneaking in at night. At least one of his childhood dreams was coming true….

“Everything okay out there, bud?” came Frank’s voice over the radio. Mike clicked his radio on to respond.

“Yea, looking good Frank…just another night in para-”

The next moment, the entire world exploded as a bright light flashed before his eyes. He screamed and dropped the radio, burying his head in his hands. His eyes were burning as the rods and cones in his eyes fired off at full strength despite the area around him returning to normal.

“My eyes!” he screamed into his hands. “God damn!”

He felt a slight vibration on the floor and heard the softest click of someone’s shoes on the polished floor before a sultry sweet voice wafted into his ear.

“Meow.”

Mike exhaled sharply as a blow to his chest sent him reeling against the nearby wall. His head hit the the drywall and he groaned as he collapsed to the ground, the burning in his eyes finally fading as he blacked out. His assailant smiled as she checked his pulse.

“Nighty night,” she said with a grin before sauntering her way across the room. There were numerous artifacts collected in this exhibit, although most of them were fake or reconstructions of the originals which still remained in Greece. There was one specific item that she…and her client…were thoroughly interested in: a short, miniature piece of column which bore distinct carvings of various sea creatures. According to her client, it was quite possibly the only known piece that remained of the ruins of an ancient temple to Poseidon, the God of the sea. Felicia didn’t know if this was true, but she did know that the contract price was certainly right.

“There you are, my beauty,” she said as she approached a column surrounded in a plastic case. She couldn’t help but chuckle.

“A column to hold up a column, I see,” she said as she fished out a set of tools. The case was affixed by a bucket key from the side…nothing she couldn’t pick given enough time.

“Freeze!!”

Felicia paused, calmly turning her head and spying the older man in the guard’s uniform. He was standing about twenty feet away, sidearm drawn and pointed directly at her.

“Get up…slowly….” the man said. Felicia, her back still turned to the man, grinned for a moment as she slowly stood, raising her hands up to the sky. She took a deep breath and slowly turned around.

“Oh please, monsieur! Do not shoot!” a she said, a look of worry on her face as she pleaded with him in a false french accent.

“Jesus…you’re a lady?!” Frank said, his eyes widening in shock as he shined his light on the perpetrator. Felicia smiled warmly, taking a slow step forward.

“Hold it, lady…not a step farther,” Frank said, his voice wavering ever so slightly. Felicia took the cue and slowly stepped closer.

“I’m sorry, monsieur,” she continued, putting on as innocent a face as possible. “I fell asleep in one of the exhibits and only just recently awoke to find the whole museum bathed in darkness! I was so scared!”

Frank felt a bead of sweat drip down his forehead and Felicia could see the gun in his hand quivering ever so slightly.

“Please…I have been a bad girl, and I am sorry. But please, do not turn me over to the police, please monsieur?”

She put on her most innocent face and couldn’t help but feel a twinge of joy and the man lowered his weapon.

“I can’t promise nothin’ miss…but you gotta’ come with me and get this all sorted out, okay?”

Felicia closed the gap, standing now the requisite five feet away to engage her knock-out dart.

“Oui monsieur…thank you, thank you.”

Frank couldn’t help but smile at the beautiful woman. The smile was still mostly on his face as the dart pierced the skin on his neck, his eyes going wide for a moment before he slumped to the ground. Felicia grinned down at the unconscious body.

“Works every time,” she said with a chuckle. That’s when her eyes were drawn to the radio on his belt. A small light on the top was rapidly blinking a mix between yellow and red. She frowned.

“Well…so much for stealth,” she said. The silent alarm was active, and that severely limited her time to extract the item. She ran back to her previous work, picking up and stashing her tools.

“No time for subtlety,” she said, sliding her tiny laser cutter onto her hand. She grasped the lock with her palm and squeezed, feeling the intense warmth as the laser activated and melted away the metal beneath. After five seconds she removed her hand and pulled the plastic case away.

“Mine all mine,” she said, grasping the priceless artifact in her hands. She grasped it under her arm as she scaled the wall, using her grapple to propel herself up through the window and out onto the roof of the museum. Stowing her grapple, she laughed to herself as she held the column in her hand.

“A wonderful payday,” she said with triumph, tossing the artifact from one hand to the other.

…only it never made it to the other hand. Instead, there was a wet, whooshing sound in the air and in a single moment the artifact was gone. Her initial surprise passed quickly, and she shook her head for a moment as a grin spread across it.

“Long time no see, Spider.”

She craned her head up ever so slightly, spying the silhouette of a man perched on one of the smaller chimneys. With a single motion, he leapt forward, landing gingerly a few feet away from her. Despite the darkness of the night, she could just make out the details of his red, blue and white costume against the moonlight.

“Up to your old tricks again, Felicia?” he said, his voice only slightly muffled by the fabric of his mask. Felicia grinned as she took a step forward.

“No more than you,” she cooed as she placed her hand on his shoulder. She squeezed ever so gently, feeling the shape of the muscle beneath the spandex. She had always loved his athletic build.

“Not the same suit I remember…but still the same Spider,” she said softly, whispering the words into his ear. She watched as the eye lenses widened slightly and she heard him clear his throat.

“I see you haven’t changed either. Why are you still stealing art for the highest bidder? You’re so much better than this, Felicia.”

Black Cat snorted. “And who, exactly, do you think would hire a woman with a criminal record whose only real skill set is breaking and entering?”

This time it was Spiderman who put his hand on her shoulder. His grip was firm but gentle.

“I don’t know right now, but I promise I can help you. But keep this up, and you’ll give me no choice but to turn you over to the authorities.”

Felicia pouted. “You wouldn’t cage this cat, would you, Spider?”

His eye lenses narrowed slightly and she could feel his undivided focus on her face.

“Only if I have to. Don’t make me, Felicia.”

“Oh…I can’t make you do anything…especially not ignore that spider sense of yours.”

Before Peter could respond, Felicia rounded a kick straight at his head. He ducked, temporarily letting go of the statue for a moment as he avoided her blow. The blow never came though, as she reeled away from her feint and scooped up the column. With a satisfied laugh, she launched herself away from her opponent and grabbed the smoke pellet from her belt.

THWIP

A shot of webbing flew through the air and knocked the pellet away in midair. It was the first surprise that the Spider had dealt her all night.

“Crud,” she thought as she launched into a backflip, turning to sprint away before the costumed man could fully recover.

THWIP THWIP THWIP

She screamed as she felt her legs bind, falling forward as the column flew from her hands. Less than a second later, another steam of web wrapped around it and pulled it away. She growled ever so slightly as she turned to face the man, her usual smile quickly turned to glare.

“Please don’t make this harder than it has to be,” he said in a tone that did little to hide his disappointment. He took a couple steps toward her, holding out his hand to help her up.

“I’m sorry it had to come to this,” he said.

“Yea?” she responded, hanging her head and looking at the concrete while she carefully pulled her last trick out of a secret pocket near her waist. She looked up at him with a sweet smile.

“Me too.”

She growled, slashing upward with her clawed hand. Spiderman jumped backward at the exact moment she flung the small disc straight at his chest. It stuck to the spandex, the red light in front beeping rapidly as the device rapidly powered up.

“What the…what is-??” was all he had time to say before the device discharged. One moment he was standing there, frantically pulling at the device stuck to his chest, and the next moment he was gone. Black Cat blinked, her eyes scanning around a moment before they finally fell to the ground and spied the tiny figure standing there in a state of shock. She grinned.

“Well well well,” she said with a chuckle. She pulled her feet forward and used her sharp claws to cut away the webbing before slowly walking toward the small, panicking figure.

“What the-” Spiderman said to himself as he struggled to orient himself. The ground was shaking, reverberating with every step that Felicia took and Spiderman stared in shock as a massive boot slammed down in front of him. His eyes traced their way upward, his head craning as he stared up at the massive form of Felicia.

“Hello there, little Spider,” Felicia said, a playful chuckle escaping from the grin plastered on her face. Peter took a step back and she watched his eye slits go wide from shock as he began to realize what had happened to him.

“What did you do, Felicia?!” the tiny hero squeaked. Black Cat burst out laughing as she knelt down, watching as the tiny man jumped backward in shock as her gigantic knee crashed down in front of him. She smiled into the tiny face of her effectively disabled opponent.

“I knew those little Pym devices I stole would come in handy,” she said, leaning forward to take a better look at the tiny man. “Look at you! You’re soooo tiny.”

“You stole from Pym Labs too?!” he squeaked up at her in shock. It was mostly a rhetorical question…he’d encountered pym particles and their size changing properties before, so that was the most obvious explanation as to what was going on right now.

“Mmhmm,” Felicia cooed, continuing to stare at the little man. “I had that one set to about a ninety five percent reduction so, if my quick math is correct…you’re probably only a few inches tall right now.”

Peter stared up into her gigantic face, every aspect of her already attractive features only amplified by the incredible difference of size. In another place and time, he might have allowed himself to get lost in her dark, beautiful eyes…or in her full lips…but he knew he was in danger for as long as he stayed around her. If he could get away, as hazardous as the city would be to him at this size, he could make his way to Pym Labs and have them reverse this before the end of the night. He turned around and flicked out his wrists, firing a web at the nearest wall in an attempt to swing away.

“Oh no you don’t!” Felicia shouted. She lashed out, grasping the tiny man in her gloved fist and pulling him toward her. The now much thinner webbing snapped in an instant and Peter felt the air being pushed out of his lungs as her grip tightened.

“Naughty, naughty, little Spider,” the Giantess teased, grinning triumphantly at her catch. Peter flailed in her hand, trying to push her fingers apart and release himself, but even with his superior strength, the massive woman was just too strong for him.

“Now we’re going to play my way,” Felicia said, her grin growing even wider in the moonlight.

“Uh…okay, Felicia…let’s just calm down here, heh heh,” Peter said, laughing nervously as he carefully eyed the gigantic woman. Peter gulped as she extended a long finger toward him, the tip of her razor sharp claw resting against his tiny chest.

“P-please?”

“I don’t have time to deal with you now,” Felicia said, gently rubbing her sharp tip against her new toy. “But I definitely want to continue this later. So I’m going to pack you away for now until I have a moment to give you all the attention you deserve, alright?”

Peter watched as her claw made its way down her arm and down toward his wrists. With a few, precise motions, she severed the cables that connected his web shooters and pulled them away from him, letting the tiny, broken devices fall to the ground.

“Aw man, Felicia…those are expensive….”

Felicia just laughed as she stood up and Peter watched as she carried him back to where she had deposited her pack and tools. His eyes went wide as she pulled out a small, solid metal box, emptying it out into her pack before turning back to him.

“No funny, business, alright Spider? Otherwise I may become very angry…and you don’t want to meet an angry cat at your size.”

Peter gulped as he nodded in agreement. Felicia smiled broadly as she brought him up to her face. Peter gasped as she kissed him, feeling the warmth and wetness of her gigantic, full lips as she pressed his tiny face and chest against them.

“See you soon, Spider,” she said as she dropped him into the box. She closed and latched it, thinking a moment before poking a small air holed in the top with her cutting tool.

“Hey! Look out!” she heard Spiderman squeak from inside. She laughed in response, tossing her tools back into her pack before sauntering back over to where her client’s art request lay safe and sound on the ground. She picked it up and grinned.

“Two prizes in one night. What a lucky kitty I am.”