Chapter Text
Spider-Man enjoyed patrolling the city streets, but sometimes even a superhero needed his beauty sleep, so he decided to turn in early for the night. Well, it’s early for a typical night on patrol anyway. For most people, 9 pm would be the perfect time to already start getting ready for bed, whereas the great power and responsibility type would stay out until 11 pm; 11:30 pm on a bad night.
Let’s hope crime has decided to take an early night too, Spider-Man thought when he suddenly felt the familiar buzz of his Spider Sense. Guess I spoke too soon, he thought and landed on the side of a building to scan for the source of whatever triggered his Spider Sense.
“What have we here, ladies and gentlemen,” he said spotting someone scaling a building. “Hm, they don’t look familiar,” he observed. The mysterious criminal reaches the window leading into a building holding a jewelry expo the following morning. Whomever they were, they managed to get the window open with ease and slip inside.
Ok, one more crime to be foiled, and then you go to bed, he thought and leapt off the ledge and swung towards the building. He reached the ledge the criminal was on and spots a perfect circle of glass on it; no doubt cut out from the window to open it. A lack of an alarm system going off made Spider-Man groan.
Where do these creeps keep getting alarm disabling equipment? He thought and then entered the building himself, just catching sight of the mystery crook disappearing around the corner.
He swiftly crawled along the ceilings to catch up with whomever they were and spotted them standing in front of a rather impressive diamond necklace. Finally able to make the thief out, he noticed it was a woman. A woman with a stunning athletic build made even more striking by the skintight outfit she was in. A skintight outfit that made her look as if she was dressed as…a cat?
You can think of a clever insulting nickname later, Spidey, he thought then silently dropped to the floor and fired a web-line at the woman’s hand. She gave a brief gasp before turning around to face Spider-Man.
“I know they say diamonds are a girl’s best friend lady, but people don’t usually kidnap their best friends,” he joked.
“Well, you must be Spider-Man,” she acknowledged. “I must say, I was hoping for an easy score tonight.”
“If I had decided to turn in just a few minutes earlier, you would’ve gotten it. Happy to disappoint you, um,…Cat…Woman?” He guessed.
“Nice to see my reputation proceeds me,” she chuckled.
“Wait, that’s actually your name? Wow, I mean, I’m not judging, but that was just a lazy guess on my part because of the your costume’s ears,” he said and this got him another laugh from her.
“If you think my costume and name are on the nose, Spider-Man, you should see Batman down in Gotham.”
“Oh, I’ve seen the photos. If he were to move to Queens, every criminal in town would make a run for it.”
“Well, as fun as it’s been chatting with you, my alarm disabler won’t last forever, so I best be on my way.” Catwoman slashed at Spider-Man webbing, freeing her hand. Spider-Man fired more webbing at her, but she swiftly and elegantly dodged each shot. Spider-Man rushed at her, but she took out and swung her whip.
Spider-Man caught the strike and yanked Catwoman towards him sending out a kick from his foot while doing so, striking her in the stomach and sending her backwards. She landed on her hands and propelled herself back to her feet.
“Let me guess, cats always land on their-oof!” Spider-Man yelled out when Catwoman kicks him in his side.
“Hey, no fair attacking mid-sentence!”
“Who says thieves have to be fair,” she said with a smirk then rushed off for the next room to make her escape.
Spider-Man shot a web-line at one of the walls and used it to pull himself towards it past Catwoman. He reached the wall, then launched himself off it, colliding with the cat burglar. The two rolled on the floor, until Catwoman kicked Spider-Man off her. They rapidly stood back up and Catwoman swung out at him with her claws, but he ducked the strike, then jumped when she tried to deliver a sweep kick. Glancing up above them, Catwoman ran to the wall behind her and leapt at it, her claws sinking into the wall allowing her to stay gripped to it.
“Hey, wall crawling is my thing!” Spider-Man called out.
“And stealing is mine,” she reminded him.
“Touché,” Spider-Man conceded rubbing the back of his head. “Well, if you’re gonna steal, steal from the greats I suppose.”
“I thought you hero types were supposed to be modest,” she joked.
“Meh, let’s be real. No one dons a colorful costume like this without the teensiest bit of ego popping up at the recognition,” he replied and fired a web-line at Catwoman, which she leapt up the wall to dodge.
“Well if you liked me stealing your wall crawling schtick, you’ll enjoy this too!”
Catwoman pulled out her whip and swung it at a hanging light across from her. She swung over Spider-Man’s head while grabbing some smoke bombs from her belt and dropping them. Spider-Man covered his mouth from the and backed out of the smoke cloud while Catwoman safely landed and resumed her escape.
Spider-Man climbed up one of the walls above the smoke cloud, caught sight of Catwoman and fired two impact web shots at either side of the archway leading to the next room. They hit their mark and expanded into an enormous web wall cutting off Catwoman’s escape. She turned back around to see Spider-Man emerging from the smoke cloud she laid.
“Leaving so soon,” he said and an even bigger smile formed on Catwoman’s lips.
“You had my curiosity web head,” she began.
“Right because you’re a cat,” he responded.
“You really know how to make me laugh,” she giggled.
“Do you like that in a man?”
"Ordinarily no. The stuff I've had to hear out of The Flash in particular has made me want to sew his mouth shut more than once. But, your sense of humor is so warm and natural, handsome," she complimented.
“Flattery will get you nowhere, but feel free to keep at it.”
“If you’re flattered now, wait until you see what happens when I slip into something more comfortable.”
“You know, I was curious if you were comfortable in that skintight leather.”
“Believe me, it took some getting used to. Now then, as I said, you had my curiosity, but now you have my attention. You should know, I don’t whip this form out for just anyone,” she said while reaching for a knob on her costume. “I wonder if you’ll be up to the challenge.” She turned the knob and her body tensed up before she collapsed to the floor. “Ah, ahh, AHHHHH!!!” She cried out.
"Oh my gosh, are you alright!” Spider-Man exclaimed and rushed to her side. Catwoman swung at his face and the next thing Spider-Man knew, he was propelled several feet across the room. He made a rough landing on the floor, then lifted up his mask to uncover his mouth and spit out blood. “What the Hell,” he coughed and looked back over at Catwoman; his eyes widening at what he saw.
Catwoman knew venom wasn’t something to abuse and thus hadn’t built up a tolerance to the sheer pain it can put one through. The way it starts off contorting one’s muscles. How they grow and how the body doesn’t always expand fast enough to keep up with the change. Sometimes her bones might break as they temporarily pop out of her skin before getting covered back up and then forcibly resetting themselves while her skin becomes infused with the toughness of a mountainside.
Spider-Man could only watch in horror at the transformation changing as he was too cautious to go at her again in case she took an even more powerful swing at him. He decided to wait out her change and see what came next. A minute or so passed before Catwoman finally calmed down and took a few seconds to catch her breath. She stood back on her feet and Spider-Man’s eyes went even wider. She had grown a few feet taller and now had a physique that most body builders would be jealous of.
“Gotta say, I hate that transformation,” she began and then got down on all fours. “But the benefits when done in moderation are quite worth it.”
Ok, she’s definitely bigger, Spider-Man thought. But, that increased muscle mass will definitely slow her down -
Catwoman crawled across the floor at a pace so fast, Spider-Man’s Spider Sense barely had time to tell him to get out of the way. He leapt into the air just dodging Catwoman’s charge, only for her to suddenly switch directions, reach up and snatch Spider-Man, and drive him into the floor below.
“OOF!!!” He cried out, but didn’t have time to ponder how much that hurt as Catwoman prepared to throw another punch, so he fired a web shot right at her eyes.
“AH! Son of a!” She shouted and stumbled backwards. Spider-Man got back to his feet and put some distance between them as she tore away the webbing and made another sprint in his direction.
Prepared this time, Spider-Man let his Spider Sense guide him and dodged her next couple of punches and threw one out himself at her stomach, but swore when he felt just how tough her skin was, while she didn’t flinch and simply backhanded him into a wall. Part of the wall broke off on impact, and he spun out of the way dodging another punch from Catwoman that broke off even more of it. She pounced back at him, but Spider-Man did a bicycle kick putting more strength behind it striking her chin and flipping her in the air, yet she once again landed on her feet and charged once more. Spider-Man fired web-lines at her feet ensnaring them and pulled upwards tripping her up. He smirked as he let the momentum carry her right past him and she smashed into a jewel case. She clawed away at the webbing and got back up in time to shield her face from and incoming impact webbing shot with her hand. The webbing immediately encased her hand in webs and she instinctively shielded herself with her other hand when he fired another shot.
With both her hands covered, Spider-Man rushed Catwoman and laid in several punches to her stomach and chest. Catwoman gasped as she genuinely felt something from each of the blows, but Spider-Man didn’t let up and grabbed her, and shoved her into the wall, being the one to smash parts of it off this time. He went for another blow, but Catwoman struck out with her elbow hitting Spider-Man’s face putting some space between them as she quickly bit off the webbing covering her right hand. Still in a daze, Spider-Man fired off a web-line instead of an impact web, which Catwoman caught. She pulled Spider-Man toward her and wrapped her free hand around his waist. She head butted him making him see stars and bit off the webbing covering her other hand and wrapped both her hands around Spider-Man and began to squeeze him in a crushing bear hug.
“Holy shit!” Spider-Man swore as the pressure of her arms pressing him into her stony body sent his Spider Sense into overdrive.
He summoned all his strength and began pushing away from her. A look of admiration appeared on Catwoman’s face as he managed to push himself back from her; not that she let up her grip. But, that admiration slowly changed to shock when he started pushing back further and further. She felt her muscles genuinely strain themselves trying to pull him back in, but he wouldn’t give her an inch.
Spider-Man could feel his Spider Sense going crazy from the strain this was putting on his bones, but he blocked the noise out until her arms were no longer linked around him. Once he reached enough distance between them, he pulled his hands away from her arms and ducked underneath her follow up attempt at grabbing him. He punched her in the side knocking her away from the wall, delivered another punch to her face and then delivers a fierce roundhouse kick to her face as well, propelling her back and for once she didn’t land on her feet instead falling flat on her back.
Oh thank God, Spider-Man thought resting against the wall. Catwoman spit blood out from her mouth and then suggestively licked some of it from her lips.
“Magnificent,” she said and then charged.
Spider-Man’s Spider Sense shouted at him, but he was too winded to do anything else, but welcome the inevitable. She collided with him sending them both through the wall and Spider-Man was certain he felt something break, but she continued charging for the next wall, smashing through it as well. Spider-Man gritted his teeth and planted his feet into the ground straining to let his super stickiness get traction. It worked and the sudden stop sent them both tumbling to the floor.
Despite the excruciating pain he was in, Spider-Man was the first back up. He took several steps back while Catwoman stood to her feet and fired two web-lines next to her then launched himself right at her stomach. His feet connected with it and Catwoman felt her world go into slow motion from the impact as her mouth hung open and a long and drawn out cry escaped it before things went back into regular speed and she was flung back into another display case.
“Time to end this,” Spider-Man said getting ready to web her up with every last bit of webbing he had and then he realized his cartridges were empty. “Oh fuck,” he cursed and quickly went to change cartridges as Catwoman was back on her feet.
The first web cartridge was changed when his Spider Sense shouted for him to move, but he fought to ignore it as he got the second one in and jumped at the wall just avoiding Catwoman slashing at him. She jumped at him and he flipped up the wall avoiding her claws, which sank into the wall. She pushed her other claw into the wall and ascended up it after him. Spider-Man rapidly moved up the wall as she gave chase jumping to one side as she reached it and dropping down when she swung out at where he was just at. Spider-Man scrambled behind Catwoman, leapt onto her back and with what little strength he had left, pulled her right off the wall.
“AHHHH!!!” Catwoman unexpectedly screamed as they plummeted to the floor below. Spider-Man broke away from her and tried to fire a web-line to safety, but she grabbed and pulled him back into her turning them in the air as they fell until he was beneath her. They made a huge crash into the hard surface below leaving a sizable hole in it; both giving loud groans from the impact.
“Thank goodness for super healing,” Spider-Man groaned.
“Ditto,” Catwoman coughed out trying to pull herself up.
Spider-Man was sure that if nothing was broken before, something certainly was now and he did not have the strength to do anything about it. All he could hope for was that Catwoman was just as winded as him and maybe she’ll call it a draw and they can go home.
Catwoman indeed felt the need to catch her breath. Her stomach primarily stung with each breath she took, but other parts of her body were equally sore. She pressed her hands into the floor and tried to push herself up, but her arms began to wobble. They partially gave out and she had to press one hand into Spider-Man’s chest to keep herself steady.
Spider-Man gasped when he felt her hand connect with his chest and silently swore. His body still wasn’t in any shape to make any swift movements. Maybe his Spider Sense could make him move instinctively, but that was about it. When he braced himself for Catwoman to claw into his chest, what he felt instead was something soft; a caress.
Yes, just moments earlier, Catwoman realized how she was hovering over Spider-Man and something changed in the look in her eyes. “Well, hello there,” she purred.
To Be Continued...