The New Adventures of Spider-Girl

by Ghostly Writer

 

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, and if you do, please write and tell me so.

 

G.W.

 

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, and 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 crime fighter 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 colour, with black webs all over it, and a generous measure of flesh showing. On her feet was 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 colour and connected by a black webbed strip to the upper torso of the costume, a blue bustier that 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, a full head mask covered her entire head. 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, and 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 that 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 were 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, the Bugle pays me - 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 web-line 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 crime fighter - 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 co-operative?"

 

"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 alright? 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 head mask 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 head mask, 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 its 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 rose 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 head masks, 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, eye shadow 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, and 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 mini-skirt, 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 its 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.

 

* * * * *

 

The Chameleon wasn't having much luck. Despite having indulged Peter's carnal desires for the better part of two hours, he was no further in his search for details about Spider-Girl's activities. It was beginning to look like all his moaning, groaning and simulated sexual excitement was going to come to nothing.

 

Nothing had really happened, of course. It didn't take a genius to figure out that Peter was a sexual virgin, both literally and figuratively. All the Chameleon needed to do was play on his fantasy, of having Betty desperately wanting him, and Peter's own beliefs did the rest. Peter's hands had wandered, of course, and 'Betty' had let him - a touch of nylon here, a fumbling at the bra strap there, and Peter got what he wanted. The poor schmuck didn't know that he hadn't even gotten to first base yet with Betty Brant - he'd just think Betty wanted to take things slowly, the Chameleon was sure of that. Suggestion can do so much, and with so little effort, the Chameleon reflected.

 

Now, with Peter 'cooling off' in the bathroom, the Chameleon was free to look around the attic. He didn't find too much that was incriminating, at least not at first - lots of developed film, shots that obviously didn't make the papers, but no shots of Spider-Girl without her mask on. Frustrated, he redirected his search to Peter's scientific apparatus.

 

After a few moments, he realized that this could be much more lucrative. What he found, he quickly realized, seemed to be a prototype projectile launcher; judging by what he knew of Spider-Girl, it could conceivably be similar in design to whatever she used to shoot her web-lines. Perhaps Peter's relationship with Spider-Girl wasn't strictly as a photographer. As he examined the shooter, he suddenly heard movement outside the attic door. He quickly put the shooter back down, and resumed his position on the bed.

 

Peter pushed open the door and entered the room, looking slightly bemused. A tall blonde followed him, who the Chameleon thought he might have recognized; then Peter spoke.

 

"Betty...I'd like you to meet Gwen Stacy...also known as Spider-Girl."

 

Peter kept glancing between the two gorgeous women in his attic. This was a high-risk plan, he knew that, and made all the more confusing by the double deception that was going on between the two women. He looked to 'Gwen Stacy' to make the next move, but 'Betty Brant' was ahead of them both.

 

"You're...Spider-Girl?" the Chameleon said tentatively.

 

Behind her 'Gwen Stacy' mask, Betty nodded. "That's right. I came here to tell Peter my secret. I decided it was about time the three of us began working more as a team, so the first thing I knew I had to do was reveal my secret identity. It's just a lucky coincidence that you're here, Betty. Now, we can get a lot more done in one session."

 

"I've never seen her before," Peter said to the Chameleon, hoping his amateur acting was up to scratch. "This is as big a surprise to me as it is to you, I assure you."

 

"Well, if you're Spider-Girl...why don't you prove it," the Chameleon said.

 

Betty let Gwen smile at her impostor. "I'd be glad to." Reaching into her handbag, she removed the mask and gloves of Spider-Girl, and placed them to one side, with the bag. Then she took hold of her white sweater and pulled it up over her head. Underneath was the familiar basque of Spider-Girl. With that revealed, 'Gwen' put her hands behind her back, unzipped her mini-skirt, and let it drop to the floor. The rest of the Spider-Girl costume was revealed, the bottom half covered by the black pantyhose she wore - and had taken from the Chameleon's own stock. Reaching down, she slipped off first one boot, then the next. Finally, she hooked her thumbs into the hose and slid it down her legs, revealing the spider webbed 'boots' she wore.

 

"It's just a costume," the Chameleon said skeptically. "Anyone could wear it."

 

"True," Betty admitted. She picked up her gloves and pulled them on. Then, with two brief movements, she whipped off her headband, and pulled on her Spider-Girl mask, pausing to push her blonde wig inside its confines. "But not anyone," she said dramatically, "could do this." Then, without a second thought, she sprung up into the air and landed on the ceiling above both of them.

 

The Chameleon's jaw dropped at the display. Glancing at Peter, he realized he had to get Spider-Girl alone, if only for a few minutes. "My God," he said, as Spider-Girl flipped back to the ground. "This is quite a revelation."

 

"I realize that," Spider-Girl said, "so I thought you might like to take some notes. Peter will go get us some refreshments. I have a lot to tell you."

 

The Chameleon couldn't believe his luck. "Yes, that's a great idea - why don't you do that, Peter. I'll sit down with - Gwen, is it? And take some initial notes about how we're going to work together."

 

Peter looked briefly at Spider-Girl, nodded, and then left the attic. His footsteps echoed for a moment and then were gone. The Chameleon moved over to his bag, and reached inside for the syringe he'd brought with him, just in case. "I'm very glad you came to us with your secret," he said with a smile as he palmed the syringe.

 

"I bet you are," Spider-Girl muttered, watching carefully as he turned back to her, looking innocent. "Shall I sit down over here?"

 

"Yes, please do," the Chameleon said. As Spider-Girl turned her back, he lunged forward, the syringe held high - but this time his quarry was ready, diving to the floor and spinning around, knocking his legs from under him. The Chameleon hit the ground hard, and then Spider-Girl was upon him, pinning his hands behind his back and spinning a web around his wrists. "What in God's name - let go of me!" he yelled, still maintaining his Betty Brant voice.

 

"I don't think so," Spider-Girl said, hauling him up and placing him in one of the chairs. "Peter, you can come in," she said loudly, and Peter came through the door, without any refreshments.

 

"Did it work?" he asked.

 

"Yes, just perfectly. Did your Aunt hear anything?"

 

"I don't think so. Is she tied up tightly?"

 

"Very," the Chameleon confirmed as he struggled against his bonds. Spider-Girl retrieved the syringe from the floor, and handed it to Peter.

 

"Now what do we do?" Peter asked his partner in crime fighting.

 

"I think it's about time we settled our little argument once and for all," Spider-Girl said. She reached forward and searched for the seam of the Chameleon's mask for a few seconds. Eventually she found it, and despite the Chameleon's struggles against his bonds, began to slowly peel off the latex covering. 'Betty Brant's' neck began to distort, fold, and as Spider-Girl pulled, she watched in amazement as her own face gradually loosened and was removed. With one last tug, the mask came free. Spider-Girl handed it to Peter, who looked at it in amazement. This was what he had been kissing not too long ago, he realized.

 

Underneath the mask were the Chameleon's own features, such as they were - the featureless white mask that was his trademark. "Take the teeth out," he requested, dropping into his normal tone of voice. Peter gasped out loud as the final realization hit him. Spider-Girl obliged the request, and removed his false teeth. With those out, the Chameleon turned and looked at Peter, smiling evilly. "Surprise, Peter. I'm afraid your afternoon of passion wasn't really all that you thought it was."

 

Spider-Girl looked around at Peter. "What's he talking about?" she asked.

 

Peter stared in horror at her featureless eyes. "I...I can't explain right now. We can talk about it later."

 

"Talk about what later? What happened?"

 

The Chameleon sensed the rift between them. "Tell her, Peter," he urged. "Tell her what we did over there on that bed."

 

"What? Peter - what's he talking about?"

 

"I - I can't tell you - " Peter was transfixed now, horrified at what he'd done. He felt like he'd betrayed Betty. He knew that the person he'd let into his house wasn't truly her. He'd let his animal passions run away with him.

 

"Sure you can, Petey," the Chameleon continued, gloating now. "Didn't it go something like this...”? He switched to Betty's voice. "'Don't fight it, Peter,' 'I want you, Peter...' You were so hot I could feel it, if you know what I mean."

 

"Shut up," Spider-Girl said darkly. She couldn't stand to look at this imitation of her any longer. She grabbed hold of the Chameleon's dress and ripped it apart in an instant, then threw his slip, his breast forms and his corset to one side. Anger rose in her as her head filled with visions of Peter with 'Betty', and she tore the pantyhose from his legs. In seconds, the Chameleon sat near naked before them, just a pair of panties on his body. Spider-Girl turned on Peter, who was backing away, shaking his head. "This," she growled, "this is what you want, is it? Is it?"

 

"No - please, believe me, it's not - you don't understand, I mean, he looked, he looked - "

 

"He looked like what? Like a good piece of ass?"

 

"No, no, that wasn't it - it was just that he looked - "

 

"Like what?" Spider-Girl screamed.

 

"He looked like you!"

 

There was a long silence, as the two regarded each other. Then the Chameleon broke in. "What the hell does he mean - like you? I looked like..." His voice trailed off as he realized. "Oh, no."

 

Spider-Girl turned back to him. "Oh, yes," she said, a note of pleasure in her voice. "You're not the only one who can use disguises, Chameleon. And I think it's about time I unmasked myself." With one hand, she pulled at the individual fingers on one glove, slowly removing it. That naked hand reached up and peeled off the Spider-Girl mask, revealing the face of Gwen Stacy once more. Her face contorted into a snarl as her fingernails dug into her fake flesh, pulling at the latex covering her true features.

 

Gwen Stacy was torn away with an almost savage ferocity, and the true face of Betty Brant was revealed once more, her hair bunched up under a wig cap. Tossing that away, she took a step closer to the Chameleon, who was sitting before her, slack-jawed in surprise. With deliberate care, she slid the Spider-Girl mask back into place over her face, and then replaced her glove.

 

She drew back her hand and slammed it into the side of the Chameleon's head. "That's for kidnapping me," she said. She slapped him again. "That's for being me." The third time was even harder, and as her hand connected with his face, blood flew from his mouth, flecking his white mask. "And that's for touching Peter," she finished.

 

Silence hung between all three of them for another moment, as the Chameleon panted, and Spider-Girl turned away from him, her head hung low. Peter just stood there, shocked by the anger of her attack, and still trying to deal with why she'd done it.

 

"Betty - Spider-Girl...what do we do now?" Peter asked.

 

She didn't even look at him, didn't speak. The Chameleon did. "You're finished," he spat, his blood hitting the floor. "Both of you. I'll drag your names through the mud. When I'm done, Spider-Girl will be hunted by every policeman in the city, every federal agent in the country."

 

"Shut up, just shut up!" Peter yelled. He looked once more to the woman he loved for guidance.

 

"I don't think so," Spider-Girl said finally. She turned to the Chameleon, her expression unreadable behind her mask. "There's only one thing we can do, Peter."

 

"What?"

 

"The Chameleon has to die," she replied.

Next Issue –

 

Will Spider-Girl carry out her threat?

 

Will Peter be able to deal with what he's done?

 

Find out next time!

 

The New Adventures of Spider-Girl

 

by Steve Zink, for Ghostly Writer

Issue 3 "Turning Points"

 

"Has to die!?!" Peter exclaimed. "We can't do that! That would be taking the law into our own hands."

 

"Oh, this sad example of humanity," Betty answered while pointing toward the white face that showed fear only in his wide eyes, "wouldn't lose his life. I only said that the Chameleon would have to die."

 

By now two faces were showing differing levels of obvious puzzlement. Peter's was more of inquisitiveness, while Chameleon's was relief added to fear. The master of disguise felt somehow relieved that Spider-Girl had no intentions of killing him, but wondered just how she would make his identity die.

 

"This miscreant is going to be given one final face to wear, which will be his for the rest of his life," she told them. "I found a drug in his hideout while I was searching through it this afternoon. Have you ever wondered, Peter, why certain famous people and celebrities just disappeared from the face of the earth after some incident in which they were caught committing some inane crime or got framed for doing something they'd never possibly do?"

 

"You mean like the recent cases of that movie star Tod Haslam or the daytime soap actress Kim Calter?"

 

"Exactly. Chameleon here disguised himself as those two, along with at least two dozen more victims that I found records of," she said. "When he was finished despoiling their names, he covered his tracks completely by giving them new identities. The drug I found leaves a mind completely open to suggestion, and that allowed Chameleon to wipe away their old personas and replace them with new ones. Somewhere out there, Kim, Tod and God knows how many others are living totally different lives."

 

Betty then turned to Chameleon, adding, "Isn't that true, Chameleon?"

 

"It seems pointless to argue with you if you found all that in my lab," he told her. "I had to make sure there was no way for any of my victims to ever come back to haunt me. Giving them new identities in a different life was the foolproof way to do that."

 

"Chameleon, you don't know how tempted I am to put you in this Gwen Stacy mask and give you the identity of a poor schlock scrounging every penny he can to finally afford sexual reassignment surgery," Spider-Girl told him bluntly. "But I have a much better idea that will be infinitely more appropriate. If you think I'm going to tell you now, forget it!"

 

Chameleon was then redressed in his feminine finery, but did not get the Betty disguise put back on. He was turned into Gwen by Betty, who was now becoming quite skilled herself in working with his disguises.

 

As Peter and Betty passed his Aunt May in the living room, with Gwen between them, he told her, "Don't wait up for me, Aunt May. Betty and I are going to work on a story idea for the Bugle that Gwen thought up, and advance planning for the photography to illustrate it is going to be a bit rough."

 

"Just be careful out there, Peter. With you hanging around that woman, Spider-Girl, getting all those pictures of her in action," she replied, "you could get too close for your own good."

 

"Don't worry, Aunt May, I can take care of myself, and if any trouble ever developed, I'm sure Spider-Girl could handle herself nicely," Peter assured her. The way Gwen was sandwiched between Peter and Betty, there was no way for Aunt May to see that the Chameleon had been redressed and masked, with a gag made from webbing sealing his mouth shut under Gwen's lips. Spider-Girl had certainly handled herself nicely in this incident. It was also fortunate that Aunt May failed to notice that Gwen was now wearing a pair of moderate heels with dark pantyhose, while it was Betty who was wearing the spike heeled black boots with black tights.

 

The Chameleon's car was still parked a block down the street from the Parker brownstone, exactly where Betty Brant had left it earlier in the afternoon. The Betty Brant that slipped her own gorgeous gams over the seat and into the driver's spot was not the same one who'd gotten out. The keys had been found in the purse that the faux Betty had brought with her into Peter's loft, and the genuine Betty put them into the ignition to crank the engine while Peter slid Gwen into the back seat and then sat beside her. Gwen was wearing a jacket draped over her shoulders that she hadn't worn in to the townhouse, and it conveniently hid the fact that her arms were behind her back, wrapped in webbing, with the sleeves hanging empty at her sides.

 

Betty drove the car to her own house first to get a fresh change of clothes that hadn't been worn by Chameleon earlier, and came out wearing a black miniskirt of her own to go with her footwear, along with a blue and white pullover sweater. She then brought Peter and Chameleon, still posing as Gwen, to his hideout. Having used his secret entrance as her exit earlier in the day, Betty knew just where she was going.

 

Since the humiliation that Betty had in mind for Chameleon was best done in daylight, Peter and Betty proceeded to strip Gwen's costume and mask off Chameleon. He was then strapped onto the same operating table in the workroom that Betty had been secured to earlier. Enough sedative was injected into his arm that Chameleon would sleep dreams, be they pleasant or not, all through the night and into the next morning.

 

When Betty took Peter on a tour through the rest of the complex, he was astounded. The sheer size of the costume wardrobe, the number of masks on hand, the files upon files of records and data, all made him wonder just how Chameleon could have gotten started in all this. Betty showed him the odd room of the complex, the simple bedroom, and it struck him as oddly as it had Betty earlier on. To solidify plans for the Chameleon's demise, Betty then led Peter back into the wardrobe room, where the couch below the huge wall map provided their planning spot.

 

The idea that Betty had come up with back at Peter's house was to have Chameleon dressed in a business suit, with a nondescript male mask covering the blank white face, and the assumed identity of some yet to be determined name belonging to a stock broker. This stockbroker was going to be filmed by Peter tossing Betty off the George Washington Bridge, but it wouldn't be Betty seen in the photos. She would take another of Chameleon's masks, and some tarty clothes, to look like a jilting girlfriend. Before getting too far down, Betty would use her web shooters to snag the bridge pylon and swing out of field of view to change into Spider-Girl and arrive on scene to apprehend the young lady's killer.

 

What Betty had thought that Peter would want to discuss would be camera angles and how to make up a story for how he happened to be on hand to witness the murder.

 

What Peter actually suggested floored her.

 

"I have an idea, Betty! How about the Chameleon pushing a beautiful girl off the side, and you swinging down to grab her before she splatters against the abutment at the base of the pylon?"

 

"But who would we get to play the beautiful girl victim?" she asked.

 

"Well, I figure that if Chameleon could look exactly like you, and you looked like a knockout blonde, I could use one of his masks and the red wig I saw to be a jilting redhead! There are plenty of good-looking clothes in here, so I'm sure we could find something appropriate for me to wear. I could easily rig the camera for remote pictures just like I did for some of your Spider-Girl shots."

 

"Are you sure, Peter? That's one hell of a risk you'd be taking, and to get dressed up, too?"

 

"Sure, Betty, why not! It would be fun!" he told her in a soft contralto that he came up with quickly.

 

"How did you do that voice, on such short notice?" she gasped.

 

"Play acting in school for one thing, where we were taught to manipulate our voices, and then many a time while on the phone trying to wheedle a photo opportunity. Sometimes girls get better responses than guys."

 

"Peter, if you can handle your voice that well, you've got the job! Let's leave the hard part of masking and costuming until tomorrow morning. It would be pointless to try and get dressed then undressed in the time left this evening. I'll call the overnight desk at the Bugle and tell them to pass on to J Jonah that I'm still under the weather. That should free me up for the day. You work loosely anyway, so all we have to do is find a reason for you to be on the bridge at the right moment for your pictures. Boy, Mr. Jameson is going to cream when he sees these action pictures!"

 

"I can skip classes tomorrow, and get notes from classmates later on. Let's see, I could always say that I had made a visit to one of the bookstores, and was on the way back via the GW Bridge. That should satisfy the why and where."

 

"Sounds good, Peter. I'll pick you up two blocks north of your house at 7 tomorrow morning. That should give us a couple of hours here to work on Chameleon, and get you all dolled up. I can't wait to see this! Then we want to try and be on the bridge around 1130, where traffic won't be as heavy as rush hour, but people on lunch breaks should be out on the road."

 

"Sounds like a plan, Betty. You should be able to find something useful in here to wear as a disguise over your costume, so that Spider-Girl can burst upon the scene after shedding her outer garments."

 

"Good idea. I was hoping I wouldn't have to be hanging around in costume all morning. That wouldn't look very spontaneous."

 

With that, the two plotters got up to leave, and after sticking her head around the corner to make sure Chameleon was still comatose,

 

Betty caught up to Peter and they exited via the hidden entranceway. They made their way to the spot on the bridge where the action was set to take place, and Peter rigged his camera to face the side and out over the edge, down to the waterline. The moderate wide-angle lens would catch more action, even if the images captured would be smaller than usual. He could take care of that in the darkroom.

 

As the night was not getting any younger, they decided that enough was enough, and headed back for Peter's place. His house was dark when they got back, so he carefully unlocked the door and tiptoed through the house to the stairwell, trying hard not to wake up his aunt.

 

Not wanting to take Chameleon's car around all night, Betty parked it around the corner from Peter's brownstone, and did a quick change into Spider-Girl. Besides wanting to get back to her own car, this gave her an opportunity to watch for any nefarious activity while in transit. This was fortuitous, for as Spider-Girl was swinging her way through town toward the Bugle, her Spider Senses lit off like fireworks.

 

Looking down and to her right, Betty spotted a bank branch office with a ring of lit up police cars lined up out front. Alighting in front of the apparent scene coordinator, an officer standing next to his car with a radio mike in his hand, Spider-Girl asked if she could be of any help. Thankfully, this officer had heard of her, and did not for one moment believe the BS being put out by the Bugle about her.

 

"You bet, Spider-Girl! There is a single white male inside, armed with at least two rifles and three pistols. He was trapped while trying to break in, but he was able to grab one of our female officers as a hostage, and is threatening to blow her head off if we try to come in after him. I'm open to suggestions!"

 

"Let me see what I can do, neat quick and quiet, sir. If you don't see me within fifteen minutes, assume the worst. Make sure your troops know not to open fire on anything for the time being."

 

"Roger that, Spider-Girl. Good luck!"

 

Betty swung up to the roof, and treading very softly, made her way to the equipment access door. It was locked, but spider strength proved equal to the task, and without a lot of racket. Padding softly down the steps, Spider-Girl came to the door at the bottom of the stairwell, which led to a hallway behind the loan officer's desk.

 

Betty's senses told her that her prey was to her left and forward. All she could hear was the sounds of two sets of lungs, both breathing heavily. An occasional click could be heard as a weapon bumped against another, but it wasn't much. If Betty could immobilize his hands, it was a safe bet that he would be neutralized.

 

To draw his attention, Betty zinged a small wad of webbing across the room to a desktop, where it knocked a pencil case off. The clatter made the perp fall to a crouch, and the rapid movement registered in Betty's eyes. When he got back up to check for further activity, she inched her way to a spot adjacent to his niche.

 

As no more sounds were heard, the gunman stood erect. This was the moment Spider-Girl had been waiting for, and two web shooters blasted huge globs to thoroughly encase each of his hands. The M-15, which had been held in his right hand, became frozen to it, with so much webbing around the trigger that he couldn't get his finger into it, even if he could move his fingers. Spider-Girl leapt out in front of him, and the surprise was just what the hostage policewoman needed. She jumped up and nailed her accoster in the temple, causing him to black out.

 

"Thanks for the save, Spider-Girl!" she exclaimed. "I was starting to think I might be spending all night in here, if not all eternity."

 

"You're very welcome, ma'am," Betty replied. "Would you be so kind as to go out and let that posse know that everything's cool? I don't want to stay any longer than I have to, so I'm going to try and slip away unnoticed."

 

"You sure we can't at least give you a round of applause out there, Spider-Girl? God knows, you need to get the good rep this could get you, what with that asshole at the Bugle always putting you down."

 

"Thanks for the vote of confidence, but I get the feeling that if I go out front, I'm going to get hit with reports and incident logs. Sorry, but I need to move on." With that, Spider-Girl slipped away from the young female officer, to ease away from the bank out a side door.

 

Betty didn't know it, but her actions inspired the birth of another costumed female crime fighter that evening. Seeking the freedom from established rules that had trapped her with the gunman, Police Lt. Paula Schmidtt would resign from the force, and go out on her own. That is for another story, however.

 

Spider-Girl finally made it to the Bugle parking lot an hour after she'd intended, and finding an unobserved spot, doffed her mask and gloves. After pulling on her black tights, black miniskirt and pullover sweater, she slipped into her boots. It was a much sexier looking than normal Betty Brant that finally got behind the wheel of her own car, and drove it home. She was going to get a bit less sleep than intended, but Betty felt good deep in her soul; she'd prevented the loss of a human life, maybe multiple lives. Peter was right. She had a responsibility, and she would live up to it.

 

Betty Brant's alarm clock rudely awakened her at 5 in the morning. It mattered not that she had slept for only 4 hours. The task at hand for the day was daunting, and full of risk. However, should their daring mission succeed, her mission with Peter would rid the world of a first class assassin, and in the process, make Spider-Girl a renowned heroine.

 

After a quick shower, Betty made herself a quick breakfast of a bagel and coffee, vowing to get a bigger lunch should the opportunity arise. Packing the components of her Spider-Girl costume in a small duffel, she dressed herself in an easy adornment of white t-shirt, blue jeans, and sneakers. Attire for the bridge would be garnered at Chameleon's place. She threw on a light jacket to ward off the morning chill, and then locked up her apartment.

 

Since she now had her own car, she hopped in and drove directly to the Parker residence. Well, two blocks up from it, anyway, because Betty didn't want Aunt May to see her picking up Peter.

 

* * * * *

 

Peter Parker managed to get a lot more sleep that Ms Brant, since she'd dropped him off shortly before 11. Knowing he'd have a demanding day ahead of him, Peter forced himself to get into bed right away when he got home, and the fact that he didn't have to spend any time explaining things to Aunt May certainly helped. Thoughts of the role he was to play in the next day's events had him restless for a while, but his eyelids finally gave in and let him sleep from 11:30 until 6 in the morning. If he was going to meet Betty at 7, that would give him plenty of time for a slightly longer than normal shower, and some toast and juice.

 

To cover what he'd done in the shower, Peter put on a long sleeved dress shirt instead of his usual short-sleeved polo or t-shirt. He wore jeans much like Betty's, though his didn't cling tightly to the shape that hers did. Not yet, anyway. He slipped on a pair of Nikes over the white sweat sox, and was out the door at 5 'til 7. When he looked up the street at the end of his sidewalk, Peter spotted the roof of Betty's car, and started walking.

 

When he got close enough, Betty stepped out of her red Taurus and greeted Peter. "Good morning, partner! Sleep well?"

 

"I managed to get a bit more than 6 hours sleep, so I'm not doing too badly," he told her. "How about you?"

 

"Not much. I webbed my way out of here last night, and solved a little incident at a bank on the way to the Bugle to get my car. I'd tell you about it on the way, but I think it would be best if I took my car and you drove Chameleon's old Fairlane. That way, we can use his crate to do the bridge scene. I'll tell you all about the bank bit once we get inside."

 

Peter stepped forward to hug Betty, and then said, "I'm so proud of you! I can't wait to hear the details. Maybe Mr. Jameson will lay off you now!"

 

"Maybe if I'm lucky, but I doubt it," Betty replied. "Here's the key to the Fairlane, it's parked around the corner one block back. See you there!"

 

Peter took the set of keys from Betty's outstretched hand, and started back in the direction she indicated. He found the car just where she'd left it, and got it started quickly. He wanted to get out on the road to follow Betty, because he wasn't sure of the route they were to take. Betty anticipated his problem, and pulled away from the curb as she saw Peter turning onto the street. Traffic was still reasonably light at that early hour, and they made good time.

 

Betty hid her car in the locked garage that Chameleon had, alongside a Mustang and a Harley-Davidson hog. The felon must have used different vehicles for varying missions, so that he was never spotted in the same vehicle. She made her way into the building, while Peter was parking the Fairlane on the curb out front, two houses down. He joined her via the hidden entrance.

 

The two walked in together to check on their prisoner. As they'd hoped, he was still sound asleep. To let the sedative wear off, Chameleon would be the last transformee of the morning. However, while he was still sleeping, he was given an injection of the mind-altering drug. As that worked it's way thru the slumbering felon's system, Betty sat down and dictated a long tape detailing the life and times of one Jack Dyson, a name she'd made sure wasn't already owned by any local area men. When she finished the tape, Betty inserted it into the tape player situated next to the table to which Chameleon was strapped down. She put the earpieces into his ears, and Jack's life started to feed into his brain.

 

While Betty was busy with making up Jack's life, Peter started going though the costume supplies to see what would be appropriate for the task at hand. He wanted to portray a woman that would be not only beautiful, but also blessed with an outstandingly well-built body. The idea was for her to be a model that had given Jack a Dear John letter that Jack didn't care for. If Jack couldn't have his gorgeous babe, then nobody would. An appropriate entry in Jack's made up day timer would show the police what his intentions had been.

 

Peter stripped out of the clothes he'd donned earlier, and felt more naked that normal in his now hairless body. The longer than normal shower had been due to a liberal usage of hair remover from his neck down to his toes and fingertips. Peter now became thankful that he wasn't an extremely athletic male, because the muscles on his thighs and calves were not angular and well defined, but were actually rather soft and rounded. Perfect for what he had to do.

 

Amongst all the panties in the drawer that he could choose from, Peter found a special set in varying degrees of padding, meant to give the wearer hips and butt curves that he didn't normally own, in sizes varying from nearly flat to practically obese. Chameleon must have been equipped to simulate almost any possible body shape. Peter knew he'd find just what he was looking for, because of the daytime soap opera star they'd mentioned that he mimicked. She had been a true knockout. He found one set of panties that looked like what he wanted, and tried them on.

 

Peter pushed his equipment back between his legs, with his balls stuffed into the space above. He then pulled on the panties, pleased to note that they had special rigging on the inside for support. On the outside, they looked for all the world like a woman's crotch. He stepped in front of the mirror, and saw that his hips didn't curve out quite as much as he'd hoped.  He looked in the drawer, and found a similar pair labeled with numbers implying a next size up from the ones he had on.

 

After he'd replaced the one set of panties with the next, Peter was happy as a lark. The shape provided by the padding in his hips and over his ass made him look like a well-curved female, from the hips down. With his smooth legs, already slightly tanned, he was getting close.

 

The next item Peter looked for was an appropriately small corset. The one they'd taken off Chameleon had given him a waist to rival Betty's, but Peter was looking for more. He might not be able to breathe, but he wanted a Barbie doll figure that would normally be impossible. He knew that if the Chameleon had been able to do it with his body, then Peter should be able to do so with his slightly smaller frame. He found a corset that had no breast cups, and only whittled down the waist and lower ribcage. It was labeled as being a 19-inch waist. For this, he'd need Betty's help.

 

When the silky smooth body of Peter Parker came into the room in which Betty was just finishing setting up a sound system, she whistled. She'd seen Peter in swim trunks before, but that was back when he was hirsute. He was starting to look femme before even getting farther than his special panties. When Betty saw the tiny corset in his hands, she said, "Are you sure, Peter? This thing will bring you in so far as to cut off circulation, and make it hard to breathe!"

 

"I'm not worried, Betty. It's only going to be for a few hours this morning and afternoon. I want to show a figure that will be obvious to our witnesses as one that Jack would have been insanely jealous for. If she can be drop dead gorgeous, there won't be any question in anybody's mind."

 

"Okay, partner, if you say so! It's your ribcage, not mine!" Betty took the corset from his hand, and had him lean against a wall. The laces were slowly but surely pulled in tighter and tighter, until Betty had both sides of the corset meeting at his back. The boning had drawn in his waist so much that from where the padding on his hips was the widest, there was a smooth curve that went all the way up to the now miniscule waistline. Peter had succeeded. He had a Barbie Doll figure. Now he had to make Barbie's top.

 

Instead of looking for a bra in Chameleon's collection, Peter sought a body briefer, with which he could not only suspend the breast forms he would use, but also smooth out the hard lines of the corset. He found a flesh colored one, with bra cups sized for 34D. He pulled it on over his panties and corset, and found that his upper chest must have been just about right for it, but that the straps seemed a little loose. Peter tightened them up, and positioned the straps evenly on his shoulders.

 

When he went to the breast form collection after pulling on the briefer, Peter found both light foam and heavy silicone forms. Wishing to be as realistic as possible, he opted for silicone, and found a pair that was labeled "DD". Not realizing the difference, Peter picked them up because they matched the D on his briefer. When he inserted the forms in the cups, he wondered why they were such a tight fit. It didn't bother him, though, because with everything else on his body being tight, why shouldn't they? The cups molded them to a nicely rounded shape that stuck way out over his chest anyway, and that was what Peter had been looking for.

 

When Peter sat down to try and put on the smokey grey pantyhose he'd selected, he wished he'd put them on before the corset. It didn't allow him to bend very much at the waist, so he had to really contort his legs to get them on properly. He'd watched Betty slipping hose on a number of times, so he had a good idea how to do it himself. When they were finally on, Peter was amazed at how good his legs looked in them.

 

In the costume closet, Peter found a sleeveless maroon dress made of some kind of stretchy material that zipped up the back to a turtleneck that went all the way up over his Adam's apple. To set off the lines of this dress, which stopped six inches above his knees, Peter went to the shoe closet and found a pair of brown leather boots that zipped up to just below the knees. They took the already moderately shaped calves that Peter had, and molded them to a perfectly curved shape. The four-inch spike heels they had were a bit much, but after standing in them and walking around a little bit, Peter figured he'd gotten the hang of it.

 

Betty was still getting her own costume on, so Peter sat down at the dressing table and applied a set of false nails to his fingers. His fingers were just a bit bony, but at least they were relatively thin. With the rose colored nails in place, his hands did not look out of place at all.

 

Peter knew where the mask and wig he wanted to use were, since he'd spotted them both the night before. The mask had a small upturned nose over full, pouting lips. He found a wig cap, and pulled it on over his short brown hair. It wasn't difficult at all to tuck what little hair he had under it, and then he was ready.

 

Peter lifted the mask up over his head, and spread the opening as wide as he could get it. It was more difficult getting it down over his head than he thought, having watched Betty both yank off her Gwen mask and also put it on Chameleon the night before. He worked it down until he saw the eyeholes approaching the spots they should be heading for, then wiggled it over his ears to seat it there. He could feel his lips meeting the insides of the pouting ones of the mask, and his nose didn't quite fit inside the tiny upturned one, but the mask worked its way into a spot where everything settled in, and Peter felt like he had a second skin. The zip in back pulled it in even closer, and Peter was no longer visible. He smoothed out the loose skin around his neck, and then tucked it under the turtleneck.

 

When he looked in the mirror, Peter Parker saw the image of a Barbie Doll that someone had forgotten to put a wig on. To rectify this, he reached over to the shelf and picked up the wig stand that held the red wig he'd spotted earlier. It was a straight wig, with a flip that fell to the shoulder blades in back. It had a set of bangs that came down to just above the eyes, and two segments that fell in front of the shoulders to drape across the chest. Peter picked the wig up off the stand, and looking carefully into the mirror, placed it over his head.

 

When he looked into the mirror to straighten it out and brush it, he thought how ridiculous that sounded now. "His" head? No way. Her head.

 

From the top of her head to the stiletto heels and pointed toes of her boots, this was a woman through and through. He couldn't believe how well she'd turned out. He wondered if the Chameleon had ever felt that way after dressing. Now, if Betty could help her with some makeup...

 

After helping Peter with his corset, Betty had stripped out of her t-shirt and jeans ensemble, and then donned all of her Spider-Girl costume except the gloves and mask. She pulled a pair of suntan pantyhose over her costume hose and boots, and then found another miniskirt, this one in red patent. A pair of matching boots with spike heels covered her costume boots, and she found a pink spandex top that was opaque enough to cover her blue tits. Grinning when she looked into the mirror, Betty got the impression that Peter was going to have to work awfully hard to be the best looking woman at the bridge scene.

 

She'd taken a liking to the Gwen persona she adopted the day before, so Betty took the mask removed from Chameleon's head the night before, and washed out the interior. She utilized the blow dryer Chameleon had on the dressing table to dry it out. While it was cooling off, Betty pulled a wig cap over her brown hair, and had a bit more work to do than Peter, since her mane was more voluminous. She then put the Gwen mask back over her head, and followed it with an even longer blonde wig than the one she'd worn the night before.

 

Before doing any makeup on her new face, Betty wanted to do a test. Setting her watch on the desktop, she set it for stopwatch mode, and then clicked it to start. As rapidly as she could, Betty then peeled away all the parts of her Gwen disguise, and pulled her Spider-Girl mask over the blonde hair and mask. She yanked her gloves on, and found that the time it took for Gwen to turn into Spider-Girl was 50 seconds. If Gwen was to come upon the scene of Jack struggling with Peter in disguise, both close to the edge of the bridge, that should give her just enough time to come up and challenge Jack, just before he pushed Peter over the side.

 

Satisfied, she took off her mask and gloves, and then re-donned her Gwen costume. Betty noticed that after the night before, and then in putting some on again that morning, that she was starting to like the feel of the heels under her feet. She had to wonder why she'd never bothered to wear any before. Maybe all that hype about high heels harming women's feet had gotten to her. So much for all that crap.

 

If Gwen thought she was going to draw looks away from Peter's victim portrayal, she was in for a slight shock. Moments after her time test finished and her costume was replaced, a figure that looked like a life-size Barbie Doll, in a tight maroon mini dress and brown leather boots, walked into the room. As the doll reached up to flick her red tresses back over her shoulders, she said, "Well, hello there, Gwen. Nice to see you again. Could I get you to do some makeup for me?" Even her voice sounded like it belonged to the image she presented.

 

"Peter! Is that really you?" 'Gwen' blurted.

 

"Well, Gwen, actually, no, it isn't. I'm hiding inside, and you're speaking to Mary Jane Watson. I was trying to think up a good name for a hussy that would jilt Jack, and Mary Jane sounded like just the name for this sophisticated bimbo. Watson sounded like a common enough surname, and easy to remember, so, voila! The new me!"

 

"I was worried that I was going to look better than you, Mary Jane," Gwen replied, "but it looks like I had nothing to worry about. My God, you look gorgeous! Let's get some makeup on your face, and then you'll have to bat away the males attracted to you. I hope you didn't overdo it!"

 

The latex skin on Mary Jane's face was given a coat of foundation, and then highlighted with blush. Eye shadow and mascara were applied to the only part of Peter still visible, and the eye shadow blended the latex into his own skin to form a unified surface. Gwen got out some lipstick to match Mary Jane's fingernails, and the pouting lips on her face somehow became even fuller and more inviting. If the latex mask had looked like a real human face from an arm's length before, it was now the true face of a cover girl, that would bear kissing close contact.

 

Gwen did the same thing to make her face blend in with Betty's, but made the look a bit less dramatic than Mary Jane's. Where Mary Jane could look like she just left a modeling photo shoot, Gwen wanted to look like a woman in normal day to day activities. Okay, so she was dressed more like an exotic dancer, but a lot of girls dressed that way these days, and she would blend right in.

 

The two girls then sat down at Chameleon's computers and worked up false driver's licenses and pictures along with a contrived public records for both Gwen and Mary Jane, just in case.

 

* * * * *

 

When Jack awoke, feeling more refreshed than he could ever remember, he felt what seemed like his face drooping. He wasn't sure what he did, but it suddenly sucked up tight and felt normal. Weird nightmare upon waking, he thought. Actually, what Jack had done was to use a Chameleon function for the last time, without knowing it. The resins had made Jack's face his own.

 

"Jack, will you please hurry up and get dressed," he heard from outside his bedroom. "We're going to be late if you don't get a move on!" she added. God, he wished that bitch would let him be. "I'll be out in a minute or two. Give me a break!" he yelled out to her.

 

With all the other rooms locked up tight, Mary Jane turned to Gwen and grinned. "Looks like we're just about set. I've got the camera all set up for the right angles, and just have to hit the actuator button to get the motor drive started to get Jack in action. This is about our last chance to back out. Do you still feel up to it?"

 

"I'm as ready as I'll ever be," Gwen told her. "Peter, if anything happens to you as Mary Jane, I don't know what I'm going to do."

 

"Don't worry, Betty, everything's going to work out just fine," 'he' assured her in Peter's voice. "You just wait and see. We'll get back home this afternoon with the Chameleon gone forever, and Spider-Girl with a new accolade."

 

"The only thing I wish I'd thought of before now is that Gwen is going to be driving my car," she said. "I'd intended to jump out of the car and change into Spider-Girl in the heat of the moment, secret identity be damned, letting everyone see Gwen becoming Spider-Girl. If my car gets checked at any point, they'll know there was some connection with Betty Brant."

 

"Oh-oh, I hadn't thought of that, either. Let's keep our fingers crossed, and see what happens. I'll make sure Jack stops at just the right spot on the bridge, and if you stop a few cars back, maybe other onlookers will ignore your car," Mary Jane said, using her own voice.

 

"I still can't get over that voice trick of yours," Gwen smiled. "You just sound so much in character for that body you have, it's just amazing!"

 

Just for kicks, Peter played a trick on Betty, and changed to another voice altogether. "Well, Gwen, I am a sophisticated woman. I can't just go spouting off in meaningless blather all the time," she said, sounding like the First Lady. Then, reverting back to form, she added, "But Mary Jane is so much easier to do!"

 

Gwen almost burst out laughing, but Jack wasn't supposed to know that she was there, so she held a hand to her mouth and put an exasperated look on her face. "You are just too much!" she said after recovering. Gwen then turned and left the hallway, her purse and a small bag with Spider-Girl's mask and gloves in it clutched in her hands. She made her way to the garage, and got set to leave as soon as she heard the front door closing, which Mary Jane and Jack would use since Jack was unaware of the secret entrance.    

 

 Mary Jane was waiting impatiently at the front door, her arms crossed and her right leg bent back with the toe tapping on the floor, when Jack finally came out of the bathroom, dressed in his navy blue three piece suit. "Come on, Jack, I told you last night that I had to be at Jason's for my photo shoot by 12:30, and it's already 10 after 11. If I'm late, I miss out on my best shot yet at a calendar spot."

 

"For a broad that only sleeps here and helps with the cooking, I don't know why I put up with this bull, Mary Jane. If I didn't love your body so much, I'd leave you on the island to fend for yourself, after you finish this afternoon. Let's go!" he said testily, as he pulled the door open hard enough to almost knock Mary Jane off her heels. He locked the door behind himself, then started walking out to the car, too miffed at his bedmate to wait and let her walk at his side. Mary Jane had a grin on her face that he could not see. Betty's programming was working flawlessly.

 

As soon as Betty heard the door upstairs shut, she activated the garage door opener. The door opened to the east, directly opposite from where Jack and Mary Jane were getting into the Fairlane. She started up her Taurus, and pulled up onto the street to watch for the Fairlane's departure. The garage door closed behind her, and when shut, looked just like another panel of sidewall exterior paneling on the house.

 

After only a few seconds wait, Gwen spotted the pair departing. She waited just a bit, and then pulled out to trail behind them by about four car lengths. She doubted Jack would recognize the Taurus as following him, and the two stoplights that the Fairlane made it through, and she didn't, helped to widen the gap. Gwen had no problem, though, because she knew precisely where they were going, and merely had to close the gap later when on a more open road, such as the freeway leading to the tollbooth at the entrance to the bridge.

 

At the tollbooth itself, Gwen made sure that she was in the same line as Jack and Mary Jane. Odds were that if she got in another line, somebody would stall or otherwise shut down the flow. Directly behind them, all she had to contend with was the odds of four other vehicles breaking down. Mr. Murphy decided to do Gwen a favor, and she pulled out of the gate after paying her toll just as the Fairlane was merging into the right lane up ahead.

 

It was while they were in the tollbooth that Mary Jane handed Jack a note, neatly folded and sealed with a kiss, literally. The imprint of her lips was no match for Jack's fingers, and as he was able to look in his lap again after merging into the traffic, he picked up the note and held it in the right hand holding the wheel. His left hand opened the two folds, and he read,

 

Dearest Jack,

As much as I love and treasure your company, I can no longer stand the verbal abuse I get from you. I met a nice guy at the lounge last week, and we've been seeing each other off and on since then. I have decided to move in with Brad, so after the session this afternoon, I will come back to the house to gather my belongings. I'm sorry Jack, but I can no longer stay with you.

Love,

Mary Jane

 

He scrunched the note into a tight ball with one hand, and turned to face Mary Jane. "Leave me? I don't think so bitch! I'm not good enough for you, eh? Well, if I can't have you, nobody can. You wanted to leave this afternoon? Guess again, sister. You're leaving right here and now!"

 

Part acting and part true terror, Mary Jane cringed at the outburst. She noted that they were about 100 feet short of the camera, and reached over to waggle the wheel a bit, making Jack lose control ever so briefly. By the time he regained control, and started to pull the car over to the curb along the bridge's edge, they were within one car length of the pylon that Peter had guessed to be the action point.

 

Perfect.

 

When she saw Jack opening his own door with a vehement look on his face, Mary Jane made the obvious move of opening her own door in an effort to escape. Jack caught up to her just as they passed the right front corner of the car, directly under the camera. Jack grabbed Mary Jane by the shoulders, and started to shake her back and forth, while inching closer to the railing. Mary Jane figured the time was about right, and pressed a button hidden in her belt. The camera started clicking off frames of film, one every 5 seconds. The pack on its back held a 150-frame roll, so the entire event should end up on film.

 

At about the same moment, a number of cars pulled over to see if they could watch the woman in peril. Typical New Yorkers, Mary Jane thought. All want to watch, none want to help. From of a red Taurus, however, the crowd saw a beautiful girl with long blonde hair practically leaping out of the door. The first thing they saw her do was to pull a red mask over her head. As she neared the struggling couple, she was tearing the boots from her feet, and then stripping away her clothes. The crowd saw the costume under the clothes, and most recognized her from the photo spreads in the Bugle. Somehow, Spider-Girl happened to be there at just the right moment.

 

Her gloves with their web shooters were in place and ready to go as Spider-Girl challenged Jack. "You there, accosting that girl! Unhand her this minute!"

 

"Unhand her? Be glad to!" he yelled back. With that, he pushed Mary Jane hard over the rail backwards, and spread both of his hands wide.

 

A collective gasp was heard from the onlookers, and Spider-Girl yelled out, "NO! Somebody grab that jerk!" as she leapt over the side, head first. She had slightly less wind resistance than the flailing Mary Jane with her back to the wind, and got within two arms lengths of her. From one hand, she shot a web line to Mary Jane, enveloping her lower body and legs. From her other hand, a line shot out to the framework overhead.

 

As the upper line drew taut, Spider-Girl's fall was arrested, and turned into a swinging arc. The tethered Mary Jane arced at a slightly wider distance, but was still at least twenty feet above the abutment at the base of the pylon. Her hands were flailing, and blood was rushing towards her head, but she was swinging through the air, not splattering into tiny bits on the concrete.

 

Before trying to go back up, Spider-Girl drew Mary Jane into her arms, and sliced away most of the webbing around her legs. "See? Told yah I would save yah okay!" she said, in trying to soothe a still terrified Mary Jane. It may have been a strong male ego inside that ultra feminine shell, but no matter who was in there, that had been enough to scare the bejeebers out of anyone.

 

Mary Jane's arms were clasped tightly enough around her to make even Spider-Girl feel it. "Take it easy, Peter, we'll be topside in a jiff," she said, using his real name since no one could possibly hear them, and she felt he needed a bit of a reality check to get straightened out for the acting role still ahead.

 

As Mary Jane clung tightly to her, Spider-Girl shot another line of webbing towards the pylon itself. She worked her way out of the web line suspending them from above, and prepared for the meeting with the pylon as they swung on that line. She swung her feet out to take the impact, then started to scale the vertical with Mary Jane clinging to her back, not as desperately as before. Spider-Girl grinned under her mask. Mary Jane was ready.

 

When first the red cowled head, and then the red haired model's head popped up over the railing at the pylon, the crowd broke into a tremendous roar, with clapping and joyous laughter. Three able bodied men had gotten enough nerve to follow Spider-Girl's request, and had Jack firmly ensconced within their arms. In a rage, Mary Jane ran up and slapped him hard across the face. She appeared to be ready to start shredding him with her fingernails when Spider-Girl pulled her away, and loudly enough for the crowd, said, "No, ma'am, don't do that. I'm sure the police are on the way. This creep will be taken into the hands of the law, and they can do a lot more to him than you can."

 

Almost as if on cue, a police helicopter pulled into view overhead, and using loudspeakers, told the crowd, "Patrol cars are pulling up now, please try to open a hole so they can get through." One by one, some of the outer fringe of cars started moving on the bridge, since most of the show was now over. It took a while, but eventually a police car got to about where Betty's Taurus was parked, and pulled in next to it. The officer who stepped out noted the unoccupied car, but saw quite a few standing spectators and thought nothing of it. He approached Mary Jane first, because he spotted the webbing still draped around her thighs.

 

"Are you okay, ma'am? Would you like to be checked at the hospital? Can I call for any help for you?"

 

"No, sir, but thank you. Spider-Girl saved me from my fall, and it is worth having webbing all over my legs to still be walking on them," Mary Jane replied. "I owe her my life!"

 

The policeman turned to face Spider-Girl, and said, "Thank you for being here when we needed you, Spider-Girl. Talk about good timing! This young lady is incredibly lucky. I know this isn't what either of you wanted to hear, but to make sure we get a good attempted murder rap on that clown, could I get you each to come with me to my car?" Both red heads nodded, and they headed for the patrol car.

 

The cop then proceeded to relieve the three men of Jack. He thanked them for their help, and asked them to stick around for a few minutes to give reports on what they'd seen. As he cuffed Jack's hands behind his back, the policeman read him his Miranda rights. He then asked in a louder voice if any of the bystanders cared to give any witness statements. Very few nodded their heads, and most ducked back into their cars to jockey into position in the flow away from the scene. Those willing to make statements followed the five men back to the patrol car to join the women already waiting there.

 

By this time, two more patrol cars had joined the scene, and one car stayed a bit below the spot with its lights flashing, while the other disgorged two cops who both scooted onlookers away and also directed traffic around the spot. Rubberneckers kept the flow of traffic on the bridge like molasses in winter, but at least nobody collided with anybody else.

 

Jack was shoved bodily into the armored cage in the rear of the first police car, and more or less forgotten as statements were taken from first the two ladies, and then the rest of the crowd. The policeman asked Mary Jane for an address and phone number at which she could be reached for legal purposes, and another stumbling block that hadn't been consider raised its head. Thinking fast, Mary Jane gave the officer the address for Chameleon's hideout, and then said that in the confusion, she couldn't recall her phone number. The cop made a disparaging comment about bubble headed bimbos to himself then asked her to call them when she could. When he asked her if she had any ID, Mary Jane was even quicker. "It was in my purse, and I think that's at the bottom of the river now."

 

The cop knew better than to ask Spider-Girl any identification questions, but did ask her if she could make a sworn deposition for the court. She nodded her head, while telling him that it would be no problem. It would be arranged later for a time and place. He asked how they would be able to reach her, and Spider-Girl told him, "Please don't take this the wrong way, but, don't call me, I'll call you."

 

The cop grinned, and thought how novel it was to have a super heroine with a sense of humor. He then dismissed the ladies, to start grilling the others.

 

Since they were more or less together, Spider-Girl decided to depart in company with Mary Jane. They were about to get into the Fairlane when a TV6 van pulled up adjacent to them. A reporter jumped out first, while a camera crew was trying to get their mobile unit into order. The young female reporter, knowing that she had beaten everybody else in the media to the story, started laying into the two girls. Before they knew it, Mary Jane and Spider-Girl were being badgered by a half dozen reporters, some live, some taping, and their faces and words were being aired on every channel of New York TV as a heartbreaking story.

 

* * * * *

 

Spider-Girl would never again be bothered by anyone putting any say in the Bugle's old biased stories and editorials. Even the crusty old J Jonah Jameson started speaking kindly of the heroine that he still had first rights to on pictures. He also was pleased to see the change in attitude of his secretary, Betty Brant, who became a more outgoing and fashionably dressed young lady.

 

Betty had a tough time explaining the fact that she'd loaned her car to a friend on that fateful day, since she couldn't use it while sick with the flu. Luckily, those in the crowd who'd spotted Spider-Girl getting out of Betty's car had given the police a good description of Gwen, and to make life interesting, from then on, Betty was Gwen under her cowl. If she ever fell into a situation where her identity would be blown, it would be the false identity already documented in police records. They had a description of the face, but no name to apply it to. The police gave Betty the benefit of the doubt for the trust she had between herself and Spider-Girl to not give the name of the friend to whom she'd loaned her car. 

 

Peter made a small fortune from the pictures retrieved from the hidden camera a day after the incident. It was difficult for Peter to get to the bridge to retrieve it, though. Mary Jane Watson had made such an impression on the news crews that she became a much sought after model and spokesperson. From the moment they left the bridge, Mary Jane had been followed doggedly. Peter had only escaped from Mary Jane's new residence at the new headquarters for Spider-Girl, Chameleon's old digs, by waiting until nightfall and getting out via the hidden entrance.

 

In that manner, Peter made fewer and fewer appearances with his aunt, school, and the Bugle. After all, he was rich now, and could buy his aunt into a nice home in the country, far away from it all and himself. He had no need of his old job. As rich as he was, plenty of income came in via Mary Jane's appearances and labors. She could easily enter and leave her house by the front door, and be followed by paparazzi wherever she went, of course.

 

To avoid the constant hassle, Mary Jane and Betty made good use of the supplies in the house they'd occupied. Quite often, the photographers looking for Mary Jane saw a total stranger coming out of the house, which they let past. Mary Jane even made use of some of the costumes on hand to go out with Spider-Girl every now and then. She had her own set of web shooters, but had to use her skills in hand-to-hand combat to make up for the strength that her partner had.

 

You may have noticed that there has been no mention of Peter Parker in that last paragraph. Similarly to an observation made by the Chameleon earlier, Peter had discovered a liking for his existence as Mary Jane. Within a short time, Peter Parker was no more. In a gradual process, Betty became the lover of not her boyfriend, but the same person who'd become her girlfriend. In time, Mary Jane needed none of the disguise elements to become herself, for she had done everything necessary to become a true girlfriend to Betty, which fit Betty's new lifestyle perfectly. 

 

And the Chameleon? Jack was given a life sentence without parole for an attempted murder conviction. He has watched the career of his ex-girlfriend skyrocket, and can only wish he had been more tolerant. Too bad for him that he hadn't been programmed for that.

 

The End?