Spider-Man spots the Black Cat and follows her to Emil Greco's illegal-arms warehouse. As Greco reviews her purchase order, Spider-Man swings down from the ceiling to halt the deal. But the Black Cat proves unexpectedly agile, easily evading Spider-Man's attack and leaving him momentarily stunned. When he returns to the battle, she says, "Never let the Black Cat cross your path," and a pile of rifles suddenly falls on him. Before he can dig himself out, she leaves through an open window with her guns. Spider-Man soon catches up to her, but instead of fighting him she tells him she is giving up. He is so strong, so powerful, she purrs. How could she hope to escape him? She even keeps a scrapbook of his exploits, she says. Before the baffled crime-fighter can reply, she lifts his mask up enough to expose his lips and kisses him. Totally flustered, Spider-Man does not move when she picks up her guns, lithely leaps a fence, and escapes. A short time later, in a loft overlooking Greenwich Village, the Black Cat hands out the guns to Bruno Grainger and Boris Korpse and tells them why she hired them: they are to help her break into a 'prison. After spending an hour filling out forms at the university, Peter goes to his Daily Globe office. A television news bulletin informs him that the police have finally revealed which flies were stolen from their headquarters: those of Bruno Grainger, Boris Korpse, Walter Hardy, and Emil Greco. On hearing Greco's name, Peter realizes that the thief must be the Black Cat, and he rushes from the office. He runs into April Maye, a Globe reporter, who compliments him on his photography, but he is far too preoccupied to respond to her suggestion that they have lunch together. The stunning blonde is annoyed at him for ignoring her, and promises herself that Peter will not ignore her the next time they meet. Spider-Man heads for the cell where Walter Hardy, a notorious cat-burglar of the 1950s who is terminally ill, is imprisoned. But before Spider-Man can ask Hardy any questions, the Black Cat attacks from behind. As Spider-Man battles her, Grainger lowers Korpse on a rope toward Hardy's cell window. The Black Cat tells Spider-Man he will not prevent her from removing Hardy from the prison. Suddenly his spider-sense issues an intense warning, but before he can act, the prison wall explodes. Korpse had done his work well. Spider-Man falls unconscious beneath a heap of rubble. The Black Cat apologizes to Spider-Man for the bad luck that has befallen him. She is now free to take Walter Hardy away.

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