the plot: Peter Parker, still dealing with the revelation that his black alien costume was trying to take control of his body, returns to his old red and blue suit and visits the Black Cat to talk to her, but the duo head off into the night instead. Meanwhile at the Kingpin's headquarters, the Kingpin himself, Wilson Fisk, as he shouts at his crew for the dissapearence of his henchman the Answer, and the involvement of the heroes Cloak and Dagger. One of Fisk's scientists, Johnathon Ohnn, has been assigned to explore Cloak's mysterious powers, but when a dark portal opens Ohnn is drawn into it creating a power surge that causes a citywide blackout.

Spider-Man, still trying to have his talk with the Black Cat decides to handle the criminal fallout of the blackout, while the Cat wants to talk. Bringing up their responsibility to handle things, Spider-Man recounts his origin for the Black Cat, as the duo mop up the thugs. Meanwhile, on the other side of town the symbiotic costume worn for a time by Spider-Man has escaped from it's imprisonment at the Baxter building, headquarters to the Fantastic Four, and has begun a new search for a host.

Having taken care of the thugs, Spidey and the Black Cat are now on the roof of a nearby building and the Cat begins to retell her own origin, how she was ridiculed as a girl because her father was a convict and how she chose to honor her father by becoming the world's greatest cat burglar. Meanwhile as Spidey and the Black Cat have their heart to heart, Betty Leeds and Flash Thompson enjoy lunch together, though Betty feels that her marriage to roving reporter Ned Leeds has fallen on shaky ground since Ned's devotion to reporting often takes him out of town. Flash, having a shaky relationship with longtime girlfriend Sha Shan himself, decides that he and Betty simply toast themselves as good friends.

Meanwhile, in the dark dimension he was plunged into earlier, Johnathon Ohnn has woken up, astonished by the numerous dark spots surrounding him and finally getting back to his lab, he's shocked to see that he now has the powers of the spots from the dark dimension, and decides to test his new powers against Spider-Man. With the power, now back online, Spider-Man and Black Cat now get to their long awaitied conversation, though Spider-Man is shocked to learn that the Black Cat gained her luck altering powers by the Kingpin. Needing some time to himself following that revelation, Spider-Man sets out on his own as the Black Cat reminds herself that Spider-Man does love her, even if her news did create a rift between them.

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