The New Adventures of Spider-Girl

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Story © Ghostly Writer Issues 1&2, Steve Zink issue 3

The following story contains characters owned by Marvel Comics.  It is written as a fanfic parody story not intended to make any use of actual story lines in published books.  The story is purely for fun, with no profit to be made by the authors.   

In the original run of the Marvel Comics series, What If?, a story asked the question, 'What if Peter Parker had not become Spider-Man?' It hypothesized that someone else would wear the webs, and three different characters were put forward as possible replacements; Flash Thompson, who became Captain Spider; John Jameson, son of Jonah Jameson, who became the ineptly named Spider Jameson; and finally Betty Brant, Jonah's secretary and early love interest to Peter Parker, who became Spider-Girl. Fairly obviously, this story concerns the latter character.

 More recently, Marvel has launched an MC-2 line, which details a near-future Marvel universe with new heroes. There, the daughter of Peter Parker, May Parker, has adopted the identity of Spider-Girl. My Betty Brant story isn't to be confused with that character. The new Spider-Girl is pretty cute too, though, so who knows what'll happen further down the line. :)

 For those who don't know this incarnation of Spider-Girl, there isn't much to tell. This story begins just after the events in the original 'What If' tale, and there's enough exposition to help you catch up. If you're a fan of the early days of Spider-Man, you'll probably notice I've tried to keep most of the 'mythos' intact, although I've diverged to take in my own personal 'preferences'. I hope you like it.

Issue #1 'Rebirth'

 Peter Parker brought his fist down hard on the tabletop, causing the cutlery to jump and several customers in the diner to look his way. He was lucky he didn't have the proportional strength of a spider that flowed through his companion's veins. Otherwise there would have been a repeat of the same embarrassing incident of the previous week, when Betty Brant, the mild-mannered secretary to newspaper editor J Jonah Jameson, had broken a table in half with one blow. Now it was her turn to calm him down.

 "Peter, take it easy," she urged under her breath. "I only agreed to talk about this because you promised to be rational. Please, calm down."

 "Calm down?" Peter almost shouted, then lowered his voice. "How am I supposed to calm down, Betty? The man who murdered Uncle Ben might be in prison, but the person who put him there refuses to live up to her responsibilities!"

 Betty sighed. He kept coming back to the same ground. "Peter, I know it's hard for you to understand, but I just can't have this burden on my shoulders. I could have stopped that burglar before he murdered your uncle, but I didn't. I can't live with that guilt."

 "What, so you're just going to curl up and forget about it? Betty, that feeling will be with you for the rest of your life. The only way you'll get rid of it is if you face it and deal with it. By continuing to avenge my uncle's death."

 "How am I supposed to do that, Peter? The murderer is awaiting trial. Who else am I supposed to put away?"

 "You're missing the point, Betty. You've got these abilities of yours for a reason. You can't just waste them! You're throwing away an incredible gift, and a chance to actually do something that will make a difference in this world. I can't believe you just want to go back to your old life, and pretend like nothing has happened."

 Betty gnawed her lip. She knew Peter had a point, and that perhaps she had acted too hastily. But still... "Peter, I have all this power, and I'm just not sure I can use it correctly. I mean, I don't know if I'm able to make the right decisions at the right time. I could have stopped that man, but I didn't act fast enough. If I'd just thought about going after him, instead of trying to use my web shooters, I would have stopped him then and there, and we probably wouldn't be having this conversation."

 "How can you blame yourself for that?" Peter asked. "You were out of web fluid. It was just bad luck. Everyone gets it. And as for reacting in time, you're new to this - you'll get better. I'll help you as much as I can. Besides, you said it yourself - if you'd caught the man then, we probably wouldn't be having this conversation..." He lowered his voice to a whisper. "Because you'd still be Spider-Girl." He sat back and looked at her, saw the indecision on her face. "You have great powers, Betty. And with great powers, has to come a great responsibility. I know you're able to deal with it. You just have to accept it yourself."

 There was a long silence between them. Finally, Peter stood and went to find a waitress to pay their bill, leaving Betty to sit in the booth, alone with her thoughts. She thought back to her brief tenure as the costumed crimefighter known as Spider-Girl. She knew it had been an exhilarating time, when she felt more free and independent than ever before. She didn't want to lose that feeling. She also had to admit, having this secret she shared with Peter was great - it brought them closer together in a way she really liked. She was even convinced that Peter wasn't hanging around just because he liked taking photos of her in her skimpy Spider-Girl costume - he seemed to genuinely like her.

 Above all though, she kept coming back to the words she heard the beat cops saying as she crawled out of the warehouse that night, having left Uncle Ben's murderer gift-wrapped for the police to find. They'd been congratulating her, admiring her work, and speaking of how they needed more people like her. Even with tears in her eyes behind her mask, she remembered a tinge of pride through her sorrow. People needed her. The world needed her. How could she give up now?

 Peter returned to the booth and looked at her, questioningly. Firming her resolve, she looked at him straight in the eye. "I left my things in that trash can that night," she said to him. He gave a broad grin, and leaned over to whisper in her ear, "I went back and got everything. It's all over at my aunt's house."

 Betty looked up at him and smiled. "Well, what are we waiting for?"

 * * * * *

 Peter finished pouring the last of the web fluid into a cartridge, and then sealed it shut. Snapping the cartridge into one of the wrist-mounted web shooters, he picked up the finished gadget and walked across his attic study to the corner, where a crude screen had been constructed out of some old bed sheets he'd found. Putting his hand between two of the sheets, he held the web shooter out to Betty, while looking the other way like the gentleman he was. "I refilled it," he said, as she took it from him. "Hopefully you won't run out for a while. I wish you'd consider a belt of some kind, though - we could put extra cartridges in it."

 "No, I don't think so," Betty said from behind the sheets. "It would just make me rely more on the web shooters. I did that once before, remember? I don't want to make it a habit."

 "Suit yourself," Peter said, as he walked back to his bench.

 "Besides," a slightly deeper voice said behind him, "a belt would just spoil the lines of my costume." He stopped in mid-stride and turned to face the owner of the voice. Before him, Spider-Girl stood in all her glory.

 The costume was red and blue in color, with black webs all over it, and a generous measure of flesh showing. On her feet were a pair of red boots, covered in black webbing, which were worn over a pair of sheer tan pantyhose that covered her shapely legs. The pantyhose ended in her panties, which were blue in color and connected by a black webbed strip to the upper torso of the costume, a blue bustier which emphasized her curves, and raised her breasts slightly to give better cleavage. The cups covered her breasts decently, though, Peter noted with approval.

 However, running between her breasts and ending in a spider symbol at her navel was a see-through webbed strip, which let any casual observer see a good part of her body. Her hands, which were resting gently on her hips, were covered in red gloves, again with black webbing, and these, of course, concealed her web shooters. Finally, her entire head was covered by a full head mask. Red in color, with the webs on it spreading out from the center of her face, the mask completely concealed her identity, and the white opaque lenses in the eyeholes meant that no one could see in, but Spider-Girl could see out with complete clarity.

 Peter admired the costume for a moment, but more than that he admired the woman wearing it. Betty had a body that was naturally attractive, and she had constructed the costume to use her assets to maximum effect. Peter had already had more than one sleepless night spent thinking about him and Betty together, some of his fantasies becoming so intense that he had to read the dullest of chemistry textbooks just to get him to sleep. When he saw her in the flesh, he became aroused almost immediately - that was why he tried to keep things business-like between him and Spider-Girl. It was one thing to flirt, as he did, with J Jonah Jameson's pretty secretary, but it was quite another to expect to get anywhere with the costumed heroine before him. Rationally, he knew he was looking into Betty's eyes - but the blank face of Spider-Girl just seemed to mock him, yet draw him on at the same time.

 "So, what do you think?" Spider-Girl asked. Peter's trance was broken, and he smiled as best he could, then turned away quickly.

 "It's great, looks fantastic. It's like you never stopped wearing it." He busied himself at his desk, gathering up his camera equipment.

 "I know," Spider-Girl said, looking at herself in a mirror in the corner. "I have to admit, I do love wearing this costume. It's so...well, daring. It's almost indecent."

 "I never thought I'd hear Betty Brant saying she was indecent," Peter murmured. She caught his words, and laughed slightly.

 "Well, the mask hides any embarrassment, Peter. But I have to admit, I'm becoming a lot more confident as Spider-Girl. I almost enjoy the staring now. It's nice to be the center of attention once in a while, instead of the shy retiring one in the corner."

 Peter wondered how it would feel himself, but kept his mouth shut. He turned back to face her, watching as she posed in front of the mirror.

 "Well, are you ready to go out? We promised Jameson we'd get pictures of Spider-Girl in action, especially after her heroic actions last week."

 Spider-Girl turned to him, and then reached up, taking hold of the edge of her mask with a gloved hand, and peeling off her mask. Betty's face was revealed as she spoke. "Sure, I'm ready. Just let me get my street clothes on, and we'll go." She walked back behind the sheets, and Peter saw her dressing through the gaps. It was fascinating to him to watch the Spider-Girl persona disappear as she removed first her boots, then her gloves and web shooters, and then step into a dress which she buttoned over the remainder of the costume.

 She stepped out from behind the sheets after a moment, smiling at him as she slipped on a pair of heels, and placed her mask, boots, gloves and web shooters into her handbag. "Ready to go?" she asked.

 Peter hefted his bag onto one shoulder, and led the way downstairs. "Let's go get some pictures."

 * * * * *

 Elsewhere in the city, a lone man was catching up on his reading. Placing a copy of the Daily Bugle out in front of him, he smoothed out the front page, and examined the headline: Spider-Girl: Hero or Menace? Underneath the banner headline was a picture of the heroine, captured in mid leap, and obviously posing for the camera. Next to the picture was an editorial written by the newspaper's editor, J Jonah Jameson. The man read the editorial, and decided it offered him nothing new to speculate about. The picture was all he needed.

 It seemed obvious to him that whoever this Spider-Girl was, she was in need of cash. He could see no other reason why she would pose for the Daily Bugle alone, unless they were paying her for the rights to exclusive pictures. And one name kept appearing on the byline for those photos, he had noticed - the name Peter Parker.

 It was beginning to come together now. With the public unsure of Spider-Girl's morals, and the Bugle stirring up fear of her with every issue, he believed he could capitalize upon that, and in fact, profit from it. He would commit his greatest crime yet, and have Spider-Girl take the fall. All it would require was the correct timing, the correct planning, and of course, the correct disguises. And that, he knew, would not be a problem - because he was the greatest disguise artist the world had ever seen, a true master of the art.

 His name was the Chameleon, and a plan was forming in his mind that would discredit Spider-Girl, and make him very rich indeed.

 * * * * *

 They each looked both ways before stepping into the alley, just to make sure no one was watching. There were no windows looking down on the deserted area, either; they made sure of that. With some effort, Peter moved some crates around so that they would have even more privacy to conduct their photo session. Peter wished once more that there was some way that he could take pictures of Betty as Spider-Girl in a more controlled environment, but then Jameson certainly wouldn't buy them - and would probably have started asking questions Peter wouldn't want to answer. For now, this was the best solution they were going to get.

 "Okay, I think we're clear," Peter said as he pushed the last crate into place, with, of course, Betty's help. In reality, she could have lifted the crates clear off the ground with her spider strength, but then Peter still couldn't think of Betty outside the costume as being anything other than Betty. It was only when she put on the costume that for him the transformation was complete.

 "All right, turn your back for a minute," Betty ordered, and Peter did what he was told, setting up his camera while facing away from her. It seemed silly, considering Betty had practically dressed before him not an hour before, but he didn't argue. Behind his back, Betty felt a slight thrill go through her, as it always did, as she slowly unbuttoned her long dress and stepped out of it. Her costume covered form was revealed, and, moving quickly now, she retrieved her gloves and boots and pulled them on, strapping on her web shooters beforehand. Finally, with these all in place, she picked up her Spider-Girl mask, and slowly pulled the Lycra covering over her head. Adjusting it so she could see properly, she smoothed it out, and dropped her voice into the slightly deeper, huskier tone she used as Spider-Girl. "I'm ready," she said to Peter.

 He was too, she saw as he turned around, holding his camera. He smiled as she stood before him, and put her fists on her hips in the classic superhero pose. "How do you want me?" she asked. Peter flushed red just slightly, and then muttered something about her going over to the other side of the alley. Smiling to herself, she crossed to the opposite wall, and leapt up onto it without hesitation.

 She felt she might never get used to her new abilities, that let her cling to walls effortlessly, the attraction between her fingertips and the vertical surface apparently just happening naturally now. The feeling was always unusual, but she was adapting to the altered planes of her existence quite well. As Peter set up the camera to shoot, she easily climbed the wall, turned and crouched down on the side, looking straight at the camera. "How's this?" she called out.

 "Great," Peter reassured her, taking a few shots. "Now, turn and sort of look like you're crawling up, but then look back at me. That's it. Perfect."

 And so it went for the next hour - Peter directing her, then shooting the results. Occasionally, Spider-Girl chipped in with some ideas, and the time passed quickly. When they had finished, they had three rolls of film exposed, and more than enough shots to keep Jameson happy. Spider-Girl changed back into plain old Betty Brant, and then they returned to Peter's attic study, where he began to develop the film.

 "What do you think?" Betty asked him as they stood in his makeshift darkroom, looking at drying prints.

 "I think they're great," Peter replied, placing another one on the drying line. "Really good. Jameson'll pay...well, he'll pay his usual skinflint rate for them. But more than enough for me to get by. You're sure I can't half the fee with you?"

 "No, don't worry," Betty admonished, "I enjoy doing it. Besides, I get paid by the Bugle - this is your only income as a student, Peter. No, I don't need the money. And speaking of work, I'd better get going - I've got to be up in the morning early. Jameson is taking me to the science conference they're holding downtown."

 "Be careful over there," Peter smiled. "Remember the last time you attended a science exhibit? You ended up able to walk up walls." Betty laughed. "How are you getting home?" Peter asked, hoping he might be able to escort her.

 "How else?" Betty smiled mischievously, as she held up her Spider-Girl mask. Peter nodded, and left her alone in the darkroom to change. A few minutes later, Spider-Girl emerged from the darkroom and headed for the window, a makeshift web-rucksack on her back. "You're going to come by the office tomorrow, right?" she asked Peter.

 "Yes, I should be in by lunch-time. I'll see you then?"

 "You'll see Betty then," she reminded him as she shot a webline out of the window, and swung out of sight.

 * * * * *

 The next morning, Betty left for work early as usual, taking the subway to the offices of the Daily Bugle. She stepped inside the elevator to the Bugle pressroom at precisely 8:47 AM, and she took two minutes to get to her desk, where she sat down at precisely 8:49 AM. J Jonah Jameson arrived three minutes later, gruffly said hello to his secretary, and then stalked into his office, slamming his door behind him.

 The Chameleon knew all this because he had observed Betty from the moment she left her apartment. Satisfied that she would be away from home for at least eight hours, he returned to her apartment building and used a skeleton key to let himself into her apartment. There, he set about his research carefully.

 The first stop was her dressing table, where he made copious notes of which brands of perfume, lipstick and other makeup she used. With that over, he carefully looked through her drawers, noting the different types of lingerie she preferred, and in some cases photographing items with a miniature camera. Finally, he pulled several dresses from her closet, and took photos of them, also.

 As he was leaving, he noticed that a coffee table in Betty's front room was covered in copies of the Daily Bugle, and that there were scissors and glue next to them. Digging through the papers - all of which had cover stories dealing with Spider-Girl - he came upon a scrapbook, which had been begun only recently, he saw. It was entirely devoted to chronicling Spider-Girl's exploits. He flicked through it quickly, noticing nothing he did not know already. Smiling to himself, he let himself back out the front door, leaving the apartment exactly as he had found it.

 His plan was working perfectly. Betty Brant was obviously close to Spider-Girl. With Peter Parker's assistance, he was convinced he would be able to frame the crimefighter - and get away with his own crime in the process. There was still much to do, he realized, but now his plan was truly in motion.

As lunchtime rolled around in the Daily Bugle offices, Peter Parker duly arrived at Betty Brant's desk, smiling as he sat down on the edge. He was holding a plain brown envelope in one hand. "Is that what I think it is?" Betty asked.

 "It sure is," Peter replied. "The results of my shoot yesterday."

 "Great. Did they turn out okay? Was Spider-Girl cooperative?"

 "Extremely," Peter grinned. Just then, Jameson's door was flung open, and the irascible editor stuck his head out.

 "Parker! Quit bothering Miss Brant! You'd better have a good reason for hanging around here, son!"

 "I do, Mr Jameson," Peter replied. "Exclusive pictures of your favorite heroine."

 "Spider-Girl? Just what I don't need. The last thing I want to do is publish more pictures of that brazen hussy in my newspaper."

 "Oh, okay then - I'll just take these to the Globe," Peter bluffed. Jameson fell for it.

 "Hold on a minute there, Parker - you don't want to go and do a stupid thing like that, do you? Step into my office, and we'll take a look at those shots. Hold my calls, Miss Brant, and I hope you're ready to go to that science conference later."

 "Yes sir, Mr Jameson," Betty said promptly, giving Peter a sly smile as he entered Jameson's office. If only he knew, she thought. Spider-Girl is a lot closer than he thinks.

 After Peter had managed to haggle Jameson up from his usual cutthroat pricing to a more respectable figure, he was ejected from the office as always, and Betty sent the pictures to the art department for printing. Jameson ordered several shots to be run in the next day's edition, promising to back it up with a suitable editorial. The reality was, as Jameson knew but would never admit, that Spider-Girl sold papers because she looked great. And while his rivals didn't have the exclusive on her, he wasn't about to give it up.

 With that business over, Jameson and Betty took a cab downtown to the science conference she'd told Peter about. He'd been excited when she mentioned the details, as it seemed that a Dr Hauptmann, an expert in atomic research, was going to be presenting a paper that was of great scientific importance. Jameson was going strictly to schmooze with the various other industry bigwigs who were attending, and he had little to no interest in the newsworthiness of the story. Betty, on the other hand, was still pursuing her ambition to rise above the rank of secretary, and therefore took her reporter's pad along, ready to get down some quotes in shorthand.

 Arriving at the conference, it seemed that there were quite a few people present, and Betty quickly realized it might be hard to find Jameson if the two of them got separated - but that suited her just fine. The less time she had to spend around him, the better.

 They weaved their way through the large crowds that were gathering outside the main auditorium in the conference building, all of whom wanted to hear Dr Hauptmann's speech. In the crush of people, Betty didn't pay any attention to the man next to her, who was perhaps pressing up to her, and her in particular, as opposed to anyone else.

 The Chameleon palmed a syringe of fast acting sedative as he moved close to Betty, waiting for the perfect moment to strike. The crowd swelled once more, he was pressed up against Betty, and his hand lunged out, plunging the needle into Betty's behind and depressing the plunger. With a sigh, she suddenly swooned, and the Chameleon caught her with ease. Several people started, and a commotion started through the crowd, which quickly spread to Jameson. He turned to see his secretary, apparently fainted, in the arms of a respectable looking young businessman.

 "It seems this young lady has fainted - it's so very close in here," the Chameleon explained, which seemed to be good enough for most of those around him. Jameson walked over to him, and explained who he was.

 "Is she all right? I mean, can we revive her?" he asked.

 "I think it might be best if we leave her to rest for a while," the Chameleon advised. "I can take her to a nurse's station, and then stay with her until she's recovered, if you are busy."

 "Are you sure?"

 "It would be my pleasure."

 "That would be most convenient to me...well, thank you young man. Anytime you're in the neighborhood of the Daily Bugle, drop in and I'll take you on the tour," Jameson said. The Chameleon smiled and thanked him, although inside he was surprised to see that the Bugle editor really was as cheap as everyone had said. As Jameson departed, the Chameleon lifted up Betty's comatose form, and made his way in the direction of the nurse's station. Instead of stopping there, however, he walked on, out of the rear of the center, and to a parked car. There, he placed Betty's form on the back seat, and administered another dose of sedative to her to make sure she was out for several more hours. Then he got in the car himself, and drove through the city until he came to his hideout.

 Using the secret entrance that had been constructed for him, he took Betty inside, and laid her out on a table not dissimilar to those used in operations, in one of his rooms. Carefully, he strapped her down tightly, just making sure he had not underestimated her resistance to the sedative. Before going any further, he made a quick call to the conference center, making sure that Jameson would be informed his secretary had gone home for the day after feeling worse. With that chore over, he was ready to begin the next stage of his plan.

 Examining Betty's sleeping form, he thought to himself how attractive she was. If he didn't lead such a secretive life, he mused, she might have been someone he would like to bed. Touching her legs, running his hands just slightly over her pantyhose, he wondered if he might amuse himself with her sleeping form - as he had done plenty of other times with other kidnap victims. But, this time he had to be professional, he decided. There would be time for excitement later. So he left her alone, and proceeded to do what he had to do.

 First, he measured her proportions carefully. Then, using a special molding process of his own devising, he made a cast of her face, which would form the basis for one of his flawless latex masks. After that was over, he gave her another sedative, and set about making preparations for his transformation...into Betty Brant.

 * * * * *

 Peter was a little worried. Sitting at home, attempting to study, he'd called the Bugle offices earlier only to be told that Betty was ill and she wouldn't be in for the rest of the day. Puzzled, considering her enhanced physical stamina, he called her home number, only to find that she wasn't answering the phone there, either. He figured she might have been patrolling the city as Spider-Girl, but thought that was unlikely, as Betty took her work very seriously. With all that in mind, he was at a loss to explain where she might be. Trying to put the thought from his mind for time being, he went back to his studies, and resolved to try to get in touch with her again that evening.

 * * * * *

 Several hours had passed since the Chameleon had first brought Betty to his lair, and now he was ready to complete the process he had started with her kidnapping.

 First, he stripped entirely naked, except for the white, featureless headmask that was his trademark. It clung perfectly to his skin, and actually secreted a resin when necessary which adhered the latex masks he wore to his face. His body was entirely hairless, as he had prepared earlier for this moment. With practiced ease, he took hold of his genitalia and concealed them, his balls pushing up into his body, his manhood folding flat against him. He then took a pair of women's panties, a duplicate of some he'd seen in Betty's apartment, and pulled them on, holding everything in place.

 He reflected as he dressed how much he enjoyed disguising himself as a woman. He'd never thought of himself as a transvestite, but when he'd first discovered his disguise talents, attempting to become a woman was one of the first things he'd done. His slight body weight made the process easier, and after several hours preparation, he'd walked the streets as an attractive young woman, entering bars, talking with men, and generally perfecting his disguise. To him, it was the ultimate disguise challenge.

 Of course, he thought, as he pulled a pair of dark pantyhose slowly up over his legs, it didn't hurt in his line of work to be able to imitate women. Very often, he found a woman would be ignored, or noticed, more often than a man. In addition, there was an extra thrill that he found in making the deception perfect. With the right clothing - like the corset he cinched around his waist, pulling tightly on the laces of which to reflect Betty's waist size - he could be an extremely convincing girl. Adding two realistic breast forms, perfect replicas of Betty's own size, he just regretted that there were certain elements of the female form he would never be able to fully replicate.

 Now dressed in panties, hose and corset, he pulled on a dark lace slip, again the same as he'd seen in Betty's apartment. The next step was a dress, and he'd selected something dark and serious, but not too constricting; it fell to just above his knees, and ran all the way down his arms. He affixed false nails to his own, so that his hands were a good approximation of Betty's, but he knew his hands might reveal him, so made a note to remember a pair of gloves - perfectly reasonable, considering it was autumn.

 The illusion was nearly complete. Sitting at his makeup table, he slowly turned around the mask before him. Betty's reconstructed face looked back at him blankly. It was a full latex headmask, with an attached wig in Betty's own bob style. The cast had been excellent; Betty's features had been reproduced in rubber with hardly a defect.

 Before he could don the mask, he had a minor detail to fix. Opening his mouth, he fitted a set of false teeth inside. Smiling, he noted the pearl white flash with approval. With his teeth perfect, he picked up the mask, pulled it off it's stand, reached up, and widened the neck to let his own head in. It took some effort, but after a moment, the mask entirely slid into place over his own, masked face. Activating the resin secretion in his Chameleon mask, he ran his fingertips over the features, affixing them down. After a few moments he opened his eyes, and saw Betty's smile reflected back at him. The final step was to carefully apply makeup to the mask to give it some life. With that over, he buttoned the dress up, and pushed his hose-clad feet into a pair of respectable heels.

 Stepping in front of one of many mirrors, the new Betty Brant smiled at her reflection. It was an excellent impersonation, he thought. Certainly enough to fool Peter Parker...and that was what he needed, if his plan was to succeed. First, though, he needed to put the finishing touches on his disguise.

 Walking into the room where Betty Brant lay sedated, he prepared another syringe and injected her with it. After a few seconds, Betty came around, slowly. She opened her eyes and saw her own face, smiling at her...but there was a malevolent look behind the eyes. "What's happening?" she managed to ask. The Chameleon smiled at her, with her face.

 "Don't worry, Betty," he said in his own voice, "it's nothing to be afraid about. I'm just becoming you for a while."

 Betty's eyes widened. "Who are you?" she asked.

 Her doppelganger smiled once more. "Call me The Chameleon. When you tell your foolish editor of this ordeal, I want to make sure they know who was responsible."

 "The Chameleon? What do you want?"

 "I want your identity, Betty."

 "For what?"

 "You'll find out, my dear. Or rather, Peter Parker will."

 "Peter? What has he got to do with this?"

 "He's the link...to Spider-Girl."

 Betty panicked for a moment, but managed to keep her composure. "What have I got to do with Spider-Girl?"

 "Oh, not much," the Chameleon said, and then cleared his throat. When he spoke again, the voice coming out of Betty's face was an exact match of hers. "But with this face, and this voice...I'm sure I can get Peter to lead me to her. And then...part two of my plan will begin."

 With that, the Chameleon tightened Betty's bonds, and then stepped out of the room for a second, returning with another sedative dose. Betty considered using her spider-strength to break free, but then realized that would reveal her secret identity...and so, as the needle slid into her arm once more, she prayed her spider-powers would wake her up sooner than the Chameleon expected. Only then might she be able to foil his fiendish plans...

 Issue #2  'Taking Sides'

 The nondescript car pulled up in front of a small house in Forest Hills. The door opened, and two long, nylon-clad legs swung out. On the end of those legs was a pair of demure heels, which touched down on the asphalt with a barely perceptible click.

 The Chameleon stood up and shut the car door, then smoothed down his skirt. Leaning down, he checked his appearance once more in the wing mirror. It was a perfect disguise. The face of Betty Brant stared back at him. Smiling a sweet, girlish smile, he walked towards the front door of the Parker residence. He rung the doorbell, and was admitted by Peter's frail, elderly Aunt May.

 "Peter, dear, there's someone here to see you," she called upstairs.

 Peter's face appeared at the top of the stairs after a few moments, and 'Betty' smiled up to him.

 "Hi, Betty," Peter beamed. "Why don't you come upstairs?"

 "All right," the Chameleon replied, following him to the attic room upstairs. As he stepped inside the room's confines, he folded his hands behind his back in a casual pose. Peter shut the door behind him, and then stood in front of the person he thought was Betty.

 "What happened?" he asked, concern evident in his voice.

 'Betty' smiled sweetly. "Just a little touch of flu, Peter. A twenty-four hour virus."

 "I thought that sort of thing wouldn't affect you," Peter said, puzzled.

 The Chameleon was even more puzzled by the response. "Why not, Peter? I mean, it happens to everyone."

 "I...I guess so," Peter replied, apparently still not satisfied. "So, what's up? Did you want to ask me something, or did you want to get some more pictures?"

 "I...I just wanted to see you, that's all," the Chameleon said. He was starting to become confused - all of his surveillance had suggested that Peter and Betty were just casual friends. Now he started to wonder if there was more to it. He decided to play the demure card once more.

 Stepping further into the room, he smiled sweetly at Peter and sat down on a nearby chair. Slowly, he crossed his legs, displaying as much of his nylon clad limbs as possible.

 "Oh. Okay. Uh...fine. Do you want something to drink?"

 "Sure, Peter, that'd be nice," he said, smiling again.

 "Okay. I'll...uh...go get something." Peter left, and the Chameleon smiled to himself. He was sure that with a few nice smiles and a glance of some leg, he'd soon have Peter eating out of his hand. It seemed that he was already attracted to Betty - all he had to do now was fan the flames of that attraction.

 After a few minutes, Peter returned with a couple of cold drinks. He handed one to the Chameleon, who took it with a smile. "Thanks, Peter."

 "My pleasure. Did you go out last night, or were you still ill?"

 "No, I stayed in and watched TV. What did you do?"

 "Oh, just tinkered, really. Nothing special. Are you going out tonight?"

 "Where?" the Chameleon asked, innocently.

 Peter blinked. "Uh...on patrol, of course."

 "On patrol?"

 "Yes...on patrol."

 "I don't see what you mean."

 Peter narrowed his eyes. "Betty, are you sure you're feeling all right?"

 "I'm fine, why do you ask Peter?"

 "It's just that..."

 The phone rang.

 "Excuse me," Peter said, going to the phone, one eye on his visitor. "Hello?" he said into the receiver.

 "Peter? Peter, it's Betty," said the voice on the other end. His eyes widened in shock. "Are you alone?"

 "No," he managed to say.

 "Is there someone there...who looks like me?" Betty asked urgently.

 "Yes. Yes, there is."

 "Okay. Don't let on it's me you're talking to, all right?"

 "Yes, that's fine," Peter replied. "What can I do to help?"

 "All right, that's good. I'll tell you what I know. Peter, that person who looks like me is a criminal. He calls himself the Chameleon."

 Peter's mind was racing. He could hardly believe what he was being told, especially when he looked over at the person he'd admitted into his house, who looked exactly like Betty. "Whoever he is, he's a master of disguise, Peter. He's wearing some sort of mask over his face."

 "I see," Peter said, looking at the marvel of latex rubber before him. He could hardly believe it.

 "I'm not even sure if he's a man or a woman, Peter - it sounded like a man's voice when he spoke to me, but then he sounded like me. It could either be a man or a woman under the mask, I suppose. Anyway, he sedated me, and tied me up at his hideout - but he doesn't know I'm Spider-Girl, Peter. He never took off my street clothes, as far as I know. Has he let on that he does know?"

 "No, not yet."

 "All right. Peter, he wants something from you - something to do with Spider-Girl. I need you to lead him on."

 "What?"

 "Lead him on. Don't let on you know what's going on, and go along with whatever he suggests. All right? I'm at the hideout now. I'll investigate here, and see what he wants...then maybe we can catch him in the act."

 "All right, I see now."

 "Okay. I'll call you later. Try to make sure you're alone."

 "Yes. Speak to you soon, then."

 "I will. Good luck, Peter."

 Peter put the phone down and smiled, weakly. The Chameleon looked at him quizzically.

 "Bad news, Peter?"

 Peter found himself staring at the person across from him. The imitation was nigh-on perfect, he realized. When he looked closely, he realized that the legs weren't quite the same - the body shape was just slightly different. But only someone who knew Betty well - and more specifically, only someone who'd seen Betty practically naked in her Spider-Girl costume - could really tell that.

 But when he looked at her - or was it his - face, his resolve began to weaken. That face, the one he'd looked at so many times, fantasized about - it looked at him now with a need. He knew, rationally, that whatever this person wanted, it couldn't be good. At the same time though, he looked at that face - and God help him, he still wanted Betty Brant to be his.

 * * * * *

 The ropes hadn't lasted long. Betty awoke barely half an hour after the Chameleon had left her tied up, and with a strong flex of her arms, the ropes tore and broke apart. Standing up from the table, the first thing she did was find a phone and call Peter. She was relieved now that he hadn't said anything to jeopardize her secret identity, and once again, she checked herself to make sure that the Chameleon hadn't seen what was under her dress. As far as she could tell, her secret was safe.

 With that assurance, she began to explore the Chameleon's hideout. It seemed from her first forays into the other rooms that the Chameleon had never let a captive escape. Apart from the dirty kitchen and overflowing laundry basket that were the telltale signs of a bachelor lifestyle (and that the person behind her face was, indeed, a man), there was too much obvious evidence of his criminal activities.

 A small office housed filing cabinets full of intimate details on a dozen heads of state, a score of prominent businessmen (and women), plus a number of noted celebrities. Her eyebrows raised more than a few times as she skimmed some of the details, and even though she noted a file on her boss, J Jonah Jameson, she didn't read it, figuring that some things were best left unknown. Another room, the bedroom, was surprisingly bare and unfurnished, with white walls, a stripped bed, and little to no furniture.

 After looking at this strange sight for a few seconds, Betty came to the conclusion that perhaps the Chameleon dressed his rooms the same way he dressed himself - for whatever occasion was appropriate.

 The final two rooms she entered were by far the strangest, however. The first seemed to be a combined operations room and all-purpose wardrobe. On one large wall, a map of New York predominated, with marker pins noting various locations, index cards underneath them bearing notes. As she read a few of them, she realized she was reading about her own movements in the past few weeks. It seemed that the Chameleon was either only interested in her working life, or that he liked having evenings and weekends off - because the surveillance seemed to be restricted to office hours.

 Next to the map was a board covered in pictures, most of them taken at long range through a telescopic lens, it seemed. The majority of them were of herself, going to and from work, taking lunch in the park with Peter, and so on. A couple were quite close-up, presumably taken with hidden cameras. A shiver ran through Betty as she realized she had been watched for this long. Various notes, many of them detailed, were pinned up all over the boards, too.

 Turning away from the boards, Betty faced the blank doors of the wardrobes before her. Opening up the first, she saw that it stretched back almost six feet, and was large enough to let her walk inside. It was also filled with clothes of different types. However messy the Chameleon's kitchen might have been, he was obviously fussy about how he kept his clothing, as it was carefully categorized and labeled - outside wear (formal), outside wear (casual) and so on. Packed into that small space, Betty found that there was an enormous range of clothing for both sexes.

 The second wardrobe she opened contained the same enormous range, but now included the more intimate garments of both the male and female sex. Betty's eyes widened at some of the items, and she wondered just how good the Chameleon was at disguise, considering he kept several g-strings in his store. Browsing through the huge variety of pantyhose, panties, bras and corsets available, though, she smiled at the thought of perhaps wearing some of these herself. They might suit her new 'wild and free' persona. Or, she reasoned, they might suit a persona she could invent. After all, the first one hadn't been that hard.

 Leaving the room behind, she entered the final room of the Chameleon's inner hideout - the inner sanctum, you might say. Here she found exactly what she expected, but it still took her breath away.

 All four walls were covered with dead faces. Empty eyes and lifeless mouths stared outwards and hung down, all around her. They were latex masks. On several tables were scores of full headmasks, sitting on styrofoam heads, most of them with wigs attached; and on another table, the wigs themselves sat silently, waiting to be worn and give some mask more life. All that was missing was the master of disguise himself.

 At one end of the room was a dressing table, with a stool sitting in front of it. Still awed by the display around her, Betty approached the table carefully, noting what was on and around it as she got closer. It was covered in makeup items, like blusher, lipstick, eyeshadow and the like, and all the other sundry items normally associated with the makeup artist's trade. What was unusual here was the attempt to make the subject look like another person - and that was what Betty was interested in. Stuck around the edges of the mirror were the best pictures she'd yet seen of her, and of her face. Odd notes were scrawled here and there, the marks of a master craftsman. This was his reference, she thought.

 This was where he had recreated her own face in rubber.

 Sitting down at the mirror, Betty tried to take in everything she'd seen, and more importantly, try to decide what she could do next. The most obvious thing, she immediately thought, was to change into Spider-Girl, swing across town, and confront the Chameleon, exposing him as a sham. She even began to remove her dress, when a thought hit her - what would the Chameleon think? Would he assume that Peter had somehow contacted Spider-Girl? Would he think that Betty had gotten free, and summoned her? Or would he ask himself how Spider-Girl knew of his deception...unless she had talked to Betty...and how could Betty, sedated and tied-up Betty, get free? Unless - she was Spider-Girl?

 It was a risk she didn't automatically want to take. Perhaps, she thought, she should go to Peter's as herself...but then, that would raise another set of questions. How could she expose the Chameleon, she wondered, without exposing herself?

 Then the answer hit her like lightning. There was one, obvious way. She would go to Peter's, but not as Spider-Girl, and not as herself...as someone totally new. Someone who she would create - with the help of the Chameleon's own arsenal of costumes and disguises.

 With her plan decided, she began to search the room for objects to aid her quest. As she picked up a mask of an attractive woman, with blonde wig attached, she smiled to herself. Perhaps this wouldn't be so bad, after all.

 * * * * *

 "Peter...come sit beside me."

 Peter looked across the room at the eyes that were pleading with him. His heart was pounding, and he felt sweat beginning to break out across his brow. Inside, he prayed desperately that he wouldn't mess things up. Slowly, he walked across the room, and took a seat next to the woman...person...he'd allowed into his house.

 "There, that's better. I wanted to talk to you about something," she said.

 "What...what's that?" Peter asked, his throat dry.

 "I was wondering when we were going to go out and meet Spider-Girl next," she asked innocently. Peter said a silent thank you - Betty's Spider-Girl identity was still a secret between him and her. And it looked like their cover story, where he was the photographer and Betty the 'exclusive contact' with Spider-Girl, was holding up fine. However, that still didn't leave him with an answer.

 "Uh...I thought we were going to leave it for a while," he said, weakly.

 "Oh...yes, that's right. It's just...I got a call from a woman's magazine, and they offered me a commission to write an article on Spider-Girl. So I just thought, if you wouldn't mind, we could meet up with her a little sooner than we planned."

 "That...that might not be such a good idea," Peter said quickly, cursing himself for not being more decisive. Out of the corner of his eye, he saw those eyes staring at him, a smile curling around those lips. He moved his gaze further away.

 "Why not, Peter?" said the voice, in a low, seductive tone.

 "Uh...because I think Spider-Girl is going to be out of town for a while."

 "Oh, really? Did she say where she was going?"

 "No...uh, no. She just said she was going to be out of town."

 "I don't remember her telling me that."

 "No, you weren't...you weren't around." It was a tenuous lie, at best, but Peter hoped it would convince.

 "Oh, I see," the female voice next to him said. "Peter...?" Her sentence trailed off, and slowly, he turned around to face her. She was looking at him, smiling. Her legs were crossed, and her hands were laced together over her knee. She looked like a picture of womanly innocence. But as he stared into her eyes, his gut was telling him otherwise. She shifted slightly in her seat, and her skirt shifted, tightening over her thigh. Peter couldn't help glancing there, and when he did, his thoughts turned darker.

 This couldn't be a man, he reasoned. No man could look this good. No man could look this feminine...as he thought this, the woman before him uncrossed her legs, and leaned towards him. Her hands reached out, and delicately removed his thick rimmed glasses. He blinked slightly, readjusting his gaze, and stared into her eyes as her face came closer.

 "Peter...don't fight it," she whispered.

 He closed his eyes, and felt his own fantasies overwhelming him. As their lips touched, his mind told him what he wanted to hear - that Betty was his, that she desired him, wanted him. He was overcome by passion, leaning into the kiss, then taking hold of her, pressing her to him, kissing her harder. As they embraced, Peter heard her moan, just slightly, and he was inflamed by even more passion. This was what he wanted, this was what he had desired for so long...and even though some rational part of him was aware this was a criminal, his animal lust overwhelmed it.

 Still caressing her, he led this Betty to the makeshift cot he had installed in the corner of the attic. She lay down, pushed off her heels with her stocking-clad toes, and then beckoned to him.

 Peter stood there for a second, his rational mind asserting itself once more. He felt his hands shaking - no, his whole body.

 "Peter," Betty said, "please...I want you."

 He lay down next to her.

 * * * * *

 The second car to pull up in front of Peter's house that day was a yellow checkered cab. The door opened, and once more, two long, nylon-clad legs swung out; but this time, instead of ending in heels, they ended in a pair of black leather boots, themselves boasting three inch heels. An observer's gaze would move up past dark legs, over a black miniskirt, and then upwards to a tight white sweater. As the woman wearing it leaned in to pay the cabbie his fare, the same observer - if they were male - would no doubt approve of her well rounded behind, and the slim, shapely legs that she possessed.

 As the visitor turned to the Parker house, shouldering a small, fashionable handbag, she coughed slightly, raising a hand to her face. Her eyes looked up and down the street as she did so, watching out for observers. Seeing that there were none, she pressed down on her throat, smoothing out her skin, or so it would seem.

 Walking confidently forward, she reached the front door and pressed on the bell. She looked carefully at her reflection in the glass of the door as she waited for an answer. After a few moments of checking, the door opened to reveal Peter's Aunt May.

 Moment of truth, thought the visitor. "Hello," she said, deliberately pitching her voice lower than usual. "Is Peter at home?"

 "Why yes, yes he is," Aunt May replied with a smile. "He has a friend with him at the moment, but I'll call him for you. Can I tell him who it is?"

 "Yes," she said with a smile. "Tell him it's Gwen Stacy."

 Peter cupped his hands in the cold water once more, and threw another shock into his face. Shaking his head, getting rid of the excess moisture, he looked at his reflection in the mirror.

 His face was still slightly red, exhausted. Perhaps it was partly guilt, too, he thought. He threw water in his face again, trying not to think about what he'd just done.

 "Peter? Peter, dear?"

 His Aunt's voice made him bolt upwards. "Uh, yes?"

 "Peter, there's another friend here to see you...her name is Gwen Stacy," his aunt called.

 Peter's reflection was puzzled. "I'll be there in a minute," he replied. He picked up his shirt, and as he buttoned it, he ran through a mental list of his classmates at high school. The name, or face, of Gwen Stacy didn't turn up once.

 He walked silently past the door to the attic, not wanting to deal with the person behind the door just then. Stopping at the top of the stairs, he looked down to see his Aunt standing next to a tall, shapely blonde...who looked up at him and smiled a sly smile of recognition. Had he met this girl somewhere before? "Uh...why don't you come up, Gwen?" he offered.

 "Sure," she replied, climbing the stairs towards him. Peter checked to make sure the door to the attic was shut, and then turned back to his new visitor. As she got to the top of the stairs, she glanced back to see that Aunt May was gone; then she raised a finger to her lips, telling Peter to be quiet. The two of them stood in silence in the corridor for a second, and then Gwen indicated to Peter to follow her into the bathroom.

 There, she shut the door behind her and turned to him.

 "Peter, it's me, Betty," she said, matter of factly.

 Peter's eyes almost bulged out of his head. "What? Betty? That's...that's impossible. How...?"

 The face of 'Gwen Stacy' smiled at him. "It's a mask, Peter. I found it at the Chameleon's hideout." She reached up to her face and let her fingers press down on her cheeks, run along her nose. "It's very realistic, isn't it?"

 "Yes," Peter managed to reply. He stared in wonder at the new figure before him, stunned that this could be Betty.

 "I figured out a plan, and decided to come straight here," she explained in a whisper. "Keep your voice down...my 'other self' might hear us."

 "Your other...oh, you mean her," Peter sighed. "I...I don't think we'll have too much of a problem with her."

 "Her? You think it's a woman? Are you sure?"

 Peter looked at her, wondering if his expression betrayed the guilt he was feeling. "I'm...I'm pretty sure. I can tell."

 "Oh?" She grinned with satisfaction. "You couldn't tell who I was, Peter." He nodded, still staring at her face.

 "It's...it's incredible, it really is. The mask...does it cover the whole head?"

 She just smiled in reply. "Yes. It just sort of stretches, so you can get the whole head in. Impressive, isn't it? It took me a while to get the fit right, and then to work with the makeup...but in the end, I think I did a pretty good job."

 "Your eyes...they've changed, too!"

 "Yes...colored contact lenses. Like me with blue eyes?" she smiled.

 Peter marveled at the new woman before him. Her face was just slightly different in shape to Betty's, but her nose was slightly more pointed, her eyes somehow more...feline. Her hair was the biggest difference; it was straight, blonde, and fell around her face and down to her shoulders. It was held back from her eyes by a headband. Looking at her, Peter realized if he saw 'Gwen Stacy' on the street, he'd be very attracted to her.

 "Peter?" 'Gwen' said suddenly.

 "Sorry?"

 "You sort of 'zoned out' there for a minute."

 "Yes...I was just admiring the...craftsmanship."

 "Of my face?" she smiled, teasing.

 "Uh...yes, I suppose so."

 "I'm glad you like it. What about the rest of me? It's a bit different from plain ol' Betty Brant, isn't it?" Peter's gaze turned to the rest of the outfit she had selected, and after a moment of appraisal, he nodded his agreement. 'Gwen' stood up and did a quick spin, letting Peter see all the angles. "In case you didn't realize, the bra is padded," she said with a grin. "I'm not quite this voluptuous in real life. But I think it works. The rest, though," she patted her behind playfully, "is all me."

 Peter smiled weakly, his face reddening once more. This wasn't the Betty he was used to - this was a different person. A person who wasn't about to allow him to get away with anything.

 "Why, Peter," she said huskily, "I do believe you're blushing. Thinking immoral thoughts about Miss Stacy?"

 "Uh, no..."

 She leaned down to him and took his chin in her hand. "It's okay, Peter...I've had a few thoughts like that myself while wearing this get-up."

 Peter felt his face turning crimson. 'Gwen' giggled at his embarrassment, and kissed him lightly on the cheek. "Well, we could do this all day, I'm sure," she said after a moment, "but I think we have more pressing matters to attend to."

 "Yes, yes we do," Peter agreed hastily, glad that they were changing the subject. "What's your plan?"

 "Well, it's fairly simple," she said, "but it involves a little bit of play acting. Are you up for that?"

 "I'll give it a try," Peter replied.

 * * * * *

And now, on to the conclusion of the story....

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