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Previously on Spider-Man.

Leave us alone.

- I'll do anything you say. - Of course you will.

What deal was your mother making with Doc Oct?

Something called the Ausbach's fortune.

It was a jewel theft.

The crime was attributed to a burglar known as the Cat.

Felicia's father!

As a boy, he was tricked into working for German spies.

He memorized the formula that created Captain America.

The Chameleon? But isn't he in jail?

Chameleon, show us your cellmate.

It's Hardesky.

Hardesky holds a secret that is worth a king's ransom.

Have you ever heard of SHIELD?

I need information about the Cat.

I can't help you at all.

Now what?

Well done, Chameleon.

I vow never to reveal that formula to anyone.

I have more persuasive methods.

Fisk, what is the meaning of this?

Allow me to introduce you to your father.

Some superhero I turned out to be.

First I was helpless to save Mary Jane

and now I might never see Felicia again.

She and her mother has been missing for days.

Where could they be?

I feel like I'm losing everyone in my life one by one.

TOWER TOP JEWEL

Well, that's not exactly what I had in mind for the night,

but I guess I should respond.

My spider senses.

I knew you would come, Spider.

Who are you?

Just a stray black cat.

You're definitely getting enough vitamins.

Silly spider. Cats always land on their feet.

Hey, I was just being curious.

I wanted to see if I was as strong as you.

Well, you know what they say about curiosity.

Indeed. I also know the value of a surprise!

Sorry, Spider.

I want to know just who's behind your mask.

No. This isn't what I want after all.

It'll be far more rewarding when you take the mask off for me,

willingly.

Till next time.

Come on, get it open.

Whoever that woman was,

she gives new meaning to the word knockout.

Uh oh, I'm out of here.

Hey, that's Spider-Man.

Spider-Man's been sighted in sector 8-14.

Get him.

We verified that the person in Hardesky's cell

is really the Chameleon.

Hardesky's gone.

I wanna know Spider-Man's connection.

Is he trying to get the super soldier formula?

I'll have all your heads if it falls into the wrong hands.

Nervous, Hardesky?

You should be.

If our little test subject has flown the coop,

it will be very unfortunate for you.

Don't worry, Kingpin.

I've trained the Black Cat to be unbeatable.

She should be returning... now.

Thanks for the vote of confidence.

Spare me the theatrics.

How did the operation go?

Piece of cake.

Congratulations, Landon.

It appears you have successfully re-created the super soldier serum.

Re-created it? I have improved the formula.

Show Kingpin the new feature.

Ah, brilliant!

A built-in ability to hide one's super identity.

And hide the shame I feel to be carrying out your wicked crimes.

As long as I keep your father hostage,

you, my dear Black Cat, will continue to do what I tell you.

Did you perchance encounter that wall crawling menace Spider-Man?

No, I didn't.

Pity. I should liked to have known how your powers

would have measured up against his.

Look, I'm exhausted.

If you have finished having me jump through hoops,

I'd like to get some rest.

You are both dismissed for now.

Take them back to our holding cell.

The test went well, but we'll need a few more days.

We must see if the formula has any negative side effects.

- You better get some rest. - I'm fine.

I just said I was tired to get away from those two.

Between your coaching and the formula,

Black Cat is quite the feline felon.

I wanted something better for you

better than the life I had.

Daddy, this isn't your fault.

There is no way you could have stopped the Kingpin from giving me that serum.

Maybe, but what about all the times you needed me

when you were growing up, and I wasn't there?

Will you ever forgive me for that?

That's all in the past.

Tell me, now that you've all grown up,

is there anyone special in your life?

Actually, there is someone.

He's a lot like you, mysterious.

Are you have strong feelings for him?

Yes, I'm afraid so.

Ah, family reunions are so touching.

I shall miss this little family after I have destroyed them.

And then she got into a fight with Spider-Man.

Call herself the Black Cat.

I was hoping there might be a file on her here, but there isn't.

Do you know anything, Mr. Robertson?

Sorry, I haven't heard word about a costumed adventurer.

But it looks like you've been having adventures of your own, Peter.

Huh, how did that get there?

Peter, I need to talk to you, in my office. Now.

Did he call me Peter?

Is that our J. Jonah Jameson?

What's up, Mr. Jameson?

You're friends with Felicia Hardy.

Is she in some kind of trouble?

I'm not sure. Why do you ask?

Not that it's any of your business, Parker,

but Anastasia Hardy is a guest in my penthouse.

Mrs. Hardy staying with you?

She's afraid to go home, but she won't tell me what's wrong.

I tried all my other sources and

now I'm reduced to asking you.

I don't know any more than you do.

Well, that's just dandy.

What are you wasting my time for?

Go back to your rooftops and sewers.

Right.

I can't believe it.

Jameson actually seems to care about someone.

At least that solves the mystery where Mrs. Hardy is.

- Nice view. - How dare you come here?

I'm concerned about Felicia.

- Nobody seen her... - She's not here.

And even if she were, my family is none of your business.

Oh no? If Felicia's life's in danger, shouldn't something be done?

There's nothing anyone could do. Nothing!

Mrs. Hardy, I'm begging you. Give me a chance to try.

I... I can't.

Look, if you change your mind, you can contact me with this.

Just press the center to activate it.

I wish I knew what to do.

Spider-Man?

Miss Grant, is Jonah there?

Well, when he gets in, tell me I'm going home.

Time to go kitten.

Sorry. I'm sure the cells are bugged.

I'm just glad we're finally getting out of here.

There is no "we".

Only you have the super strength necessary to escape.

No, I won't go without you.

Please, no arguments.

I haven't given you much kitten,

but I can give you your freedom.

Hurry.

Lead the way.

Where did you get that?

Borrowed it from the lab.

Even at my best, kitten,

I never had what it would take to escape from this fortress.

I'm not sure I do either.

You do, trust me.

John Hardesky, I will come back for you.

Mother?

Felicia my darling, where have you been?

- Are you alright? - Yes, and I've seen daddy.

You've seen your father?

He told me everything.

I want to save him, but I need help.

I suppose someone has already volunteered.

I knew he wouldn't let me down.

Don't worry. We'll take care of everything.

When I got Mrs. Hardy's signal,

I assumed she was in some sort of danger.

But why on earth would she call me here?

- Hey Spider, care to dance? - Not this time.

What have you got to do with the Hardys?

Cool it, Spider. I'm on your side.

I need your help to save another Cat,

John Hardesky.

What's your connection to him?

He made me the super soldier I am today.

The formula. You've actually taken it?

Oo, smart spider.

I'm smart enough not to trust you.

I don't even know who you are.

I'm supposed to be your executioner, if Kingpin has his way.

Kingpin? If you work for Kingpin, why don't you want to kill me?

Who knows?

Maybe it's your animal magnetism.

- Now what? - Commander, it's Spider-Man.

- Get him. - Fire!

Black Cat, save yourself!

Now we're gonna ID him for sure.

It's no use. The mask's coming off.

Is this private?

You really put your foot in it this time, Spider.

Stay with Spider-Man!

Nice touch.

After him.

This ought to keep them in there.

Or maybe not.

Over here.

Need a lift?

I've got a feeling we're gonna need this.

You miserable thieves!

We're not thieves.

Well, I'm not but, her I'm not so sure about.

I hate to be a backseat driver but this is a one-way street.

Relax. I'm a New Yorker.

Relax doesn't go in the same sentence as New York.

B-b-big big bus!

You didn't take lessons from a guy named Blade did you?

Ever hear the phrase "divide and conquer"?

Where did he go?

I'm right here.

Cat!

Thanks for the ride.

Alright. Now where were we before I was so rudely interrupted?

I was about to tell you what a good team we'll make.

I don't team with anyone.

You'll have to if we're going to save John Hardesky.

Look, I don't even know who you are.

Like you, I have my secrets,

but that doesn't mean you can't trust me.

All right, but we have to return this bike first.

No problem.

And then let's discuss this bad habit you have

of taking things that aren't yours.

It's the Cat. He got out of his cell somehow.

It would appear that the Cat has lost his touch.

Or was this alarm deliberately tripped as a diversion?

That would be just like you.

Using surprise to help your protege escape.

The Kingpin does not like surprises.

You had better hope that your kitten is still with us.

What's up boys?

With the formula a success,

I no longer have need for either of you.

Guards, dispose of these two alley cats.

Landon, go to your laboratory and manufacture enough serum

to make an army of super soldiers.

With pleasure.

What's happening?

You? But you were just taken away.

When the Cat is involved,

one should never believe everything they see.

Take this formula, for instance.

Now you see it.

The formula! You're erasing it.

Exactly. This is the only kind of memory I ever trusted.

You can't!

I guess the old cat hasn't lost his touch after all.

No!

As soon as you get a respectable distance from crime central,

finish them.

We have to stall. He needed more time.

Surprise!

Nice job, partner.

- Doc Oct. - Surrender Spider-Man.

Unless you want to see if this little cat truly has nine lifes.

No! I can't risk Black Cat's life.

Ah, how predictable.

Once again, Spider-Man falls prey to his pitiful weakness, compassion.

We must find the real Hardesky at once.

And, oh yes, the prisoners must be destroyed.

Before we go, there's one last thing I have to tell you.

Yes?

- Duck! - Duck?

Commander, the stealth sky ship that attacked SHIELD headquarters.

It's finally showed up on our sensors.

Tactical assault in progress.

Have you found John Hardesky?

Negative, but we've located Spider-Man and his companion.

Bring every agent in.

Full attack formation. Go!

Look what they're doing to my stealth sky ship.

Kingpin, I've bad news.

Hardesky was left behind hidden in my laboratory.

He has destroyed the formula.

What? No!

If we stay here, we may take a hit from either side, or both.

Personally, I like a little more control over my destiny.

I'm with you, Spider. Lead on.

Not so fast, my pretty.

Hold it Spider-Man, or she gets hurt.

Doc!

Nice web shot, Spider.

We shall meet again, Spider-Man, Black Cat.

This I promise you.

Hurry! I'm running out of webbing again.

And this thing's running out of gas.

I'm aiming it toward the river.

Time to abandon ship.

We all know how cats feel about water,

but I think I can keep your paws dry.

Very impressive.

I'm getting pretty good at this.

Hopefully John Hardesky took care of business and got away safely.

If there's one man I'm sure I can count on,

it's John Hardesky.

Great working with you Spider.

Don't be surprised if I cross your path again.

Huh? But, hey!

What is it with me?

Why do women always leave me high and wet?

Well, at least when she wasn't looking,

I put a spider tracer on her.

Huh? She put it back on me!

At least this time we get to say goodbye.

I hate to leave, but there is no other way.

Twenty years ago, we never had that chance.

I am sorry for that, Anastasia.

I can't let you leave me again.

I love you too much, Daddy.

I love you too, kitten. That's why I must go.

You can never lead a normal life with me in it.

I know too much.

Oh, John. There's no place where you'll be safe.

What kind of a life is that?

But you're forgetting the cat has many lives.

Perhaps one of them will be right for me.

- Ready, Spider-Man? - Ready.

He's gone from our lives once more.

Yes. But thank heavens he's alive and free.

Are you sure you want to do this?

I don't want to, but I have to.

You see, I've got a secret in here that could destroy the world.

And there's only one place where I'll be able to keep it safe.

Then, here goes.

- Don't ever tell Felicia where I am. - I won't.

And don't worry about me.

Now get out of here. And thanks.

Look, it's Hardesky. It looks like he's waiting for us.

Well, what do you know.

Bring him in.

And if you see Spider-Man around, tell him I say thanks.

Something tells me, he has his web-covered hand in this.

Before all this started, I thought to turn to Felicia with my grief.

But she has more than enough problems of her own to deal with.

Looks like I'm alone again. Or am I?

Have I found a kindred spirit in the Black Cat?

I just wish I knew know who she was.